Transactions With Executive Officers and Directors
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RANSACTIONS
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ITH
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XECUTIVE
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FFICERS
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IRECTORS
Loans to Executive Officers and Directors
A number of our directors, members of Executive
Management, including our NEOs, and their affiliates are customers of our bank subsidiary. All extensions of credit made to them are made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable loans with persons not related to the lender, and do not involve more than the normal risk of collectability or present other features unfavorable to the lender.
Related Person Transactions
Pursuant to our Related Person Transactions
Policy, it is our policy to approve or ratify related person transactions only when the Board, acting through the Nominating and Corporate Governance Committee, determines that the related person transaction in question is consistent with the best
interests of BB&T and its shareholders.
The term related person transaction, under the Policy, generally means a transaction where
the amount involved exceeds $120,000 and in which a related person has a direct or indirect material interest. A related person under the Policy generally means (a) a director, director nominee or executive officer of BB&T;
(b) a person who is known to be the beneficial owner of more than five percent of any class of our common stock; and (c) any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent,
spouse, sibling,
mother-in-law,
father-in-law,
son-in-law,
daughter-in-law,
brother-in-law
or
sister-in-law
of the director, executive officer, nominee, or more than five percent beneficial owner, and any person (other than a tenant or employee) sharing the household
of such director, executive officer, nominee, or more than five percent beneficial owner. The transactions described under this caption are related person transactions and have been approved and ratified in accordance with our Policy.
To help the Board assess whether a material relationship exists for both independence and related person transactions purposes, our Board adopted
guidance with regards to charitable contributions. Under this guidance, a related person who serves as an executive officer, director or trustee of a charitable or
non-profit
organization that receives a
contribution from BB&T will not be deemed to have a direct or indirect material interest in the transaction if:
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Within the past three years, the aggregate amount of all such contributions during any single fiscal year of the charitable or
non-profit
organization did not exceed the greater
of $1 million or 2% of the charitable or
non-profit
organizations consolidated gross revenues for that fiscal year; and
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The charitable or
non-profit
organization is not a family foundation created by the related person or an immediate family member of the related person.
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Other than as described below, since January 1, 2017, there have been no related party transactions that were required either to be approved or
ratified under our related party transaction guidelines or reported under the SECs related party transaction rules.
Donna Goodrich is a member
of our Executive Management. Her spouse, Carlos Goodrich, and
son-in-law,
Christian Corts, are both employed at Branch Bank. For the 2017 fiscal year,
Mr. Goodrichs total compensation was approximately $376,000, while Mr. Corts received approximately $359,000. In addition, Director Eric Kendricks
brother-in-law,
Al Roosendaal, is employed by Branch Bank and received approximately $128,000 in total compensation in 2017. Mr. Roosendaal has been an associate
with Branch Bank for over 25 years and his employment predates Mr. Kendricks service as a director of BB&T and Branch Bank. These compensation arrangements are consistent with those made available to associates of Branch Bank with
similar years of experience and positions within the company. Messrs. Goodrich, Corts and Roosendaal each also participate in company benefit plans available to all other associates in similar positions.
In 2017, the Corporation was a party to a consulting services contract with Consulting Resources and Services, Inc. (CRS), a consulting firm
owned by the children of Dr. Nido R. Qubein, a BB&T director, under which CRS advised management by providing services, including the conceptualization and creation of integrated corporate associate training materials and programs.
Through CRS, Dr. Qubein agreed to teach classes and present at seminars for our associates and managers. Dr. Qubein is an accomplished business leader and award-winning speaker and his presentations at training seminars and consultations
on a wide variety of topics provide significant benefits to our associates. Also as a part of this
BB&T Corporation
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2018 Proxy Statement
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