- Raymond Chun to become Group
President and CEO on February 1,
2025
- Board adopts new term limits; five directors to retire at 2025
Annual Meeting of Shareholders
- Four new directors to stand for election at 2025 Annual Meeting
of Shareholders
- New chairs appointed for four of five Board committees
TORONTO, Jan. 17,
2025 /CNW/ - TD Bank Group ("TD" or the "Bank") (TSX:
TD) (NYSE: TD) today made the following announcements.
CEO Transition
Raymond Chun, currently Chief
Operating Officer, will be appointed Group President and Chief
Executive Officer (CEO) on February 1,
2025, accelerating the previously announced transition date
of April 10, 2025.
Upon Mr. Chun's appointment, Bharat Masrani will retire as Group
President and CEO and from the Board of Directors (the "Board").
Mr. Masrani will remain available to the Bank in an advisory
capacity until July 31, 2025; during
the transition, he will provide continuity on the Bank's critical
Anti-Money Laundering (AML) remediation effort.
"Ray has moved quickly and decisively to launch a review of our
strategy, operations, and investments, and has engaged with
customers, clients and colleagues across the Bank. We are excited
to have Ray take the helm and lead TD into the future," said
Alan MacGibbon, Chair of the Board,
TD Bank Group. "I want to once again extend the Board's thanks to
Bharat for his almost four decades of service to the Bank and for
his many contributions to TD's success. We wish him the very best
in his upcoming retirement."
Board Renewal
The Board has also approved amendments to its Corporate
Governance Guidelines to reduce the discretionary director term
extension from five years to two years after an initial 10-year
term. In keeping with this new policy, Amy
Brinkley, Colleen Goggins and
Karen Maidment will retire from the
Board at the 2025 Annual Meeting of Shareholders scheduled for
April 10, 2025. Claude Mongeau and Brian
Ferguson have elected not to seek an extension under the new
policy and will also retire at the shareholders' meeting. Other
than Mr. MacGibbon, the remaining incumbent directors have joined
the Board since 2020.
Mr. MacGibbon has informed the Board that he will step down as
Chair and retire as a director by December
31, 2025. The Corporate Governance Committee has initiated a
Chair succession process. Until a new Chair is selected, Mr.
MacGibbon will provide continuity as he guides the Board's renewal
and supports a successful CEO transition.
Four new, highly qualified leaders with experience in global
banking, governance, risk management, and regulatory compliance
will stand for election at the Bank's upcoming 2025 Annual Meeting
of Shareholders:
- Elio Luongo served as
Chief Executive Officer of KPMG Canada, and was a member of the
KPMG International Board. He has advised some of Canada's largest companies and boards, and
brings a deep understanding of global markets, geopolitical risk
and complex regulatory environments to the Board.
- Nathalie Palladitcheff served as Chief Executive Officer
of Ivanhoé Cambridge, the real
estate portfolio of CDPQ, a global investment group with
approximately $452 billion in assets
under management, and was a member of the CDPQ executive and
investment committees. She brings global investment, sustainability
and management expertise to the Board.
- Frank Pearn served as Global Chief Compliance Officer
and Firmwide Operational Risk Executive for JP Morgan Chase and Co.
He brings global experience in banking, compliance, conduct and
operational risk management, including AML, technology and
cybersecurity risks, and market conduct programs to the Board.
- Paul C. Wirth served as Deputy Chief Financial Officer
and Global Controller and Chief Accounting Officer for Morgan
Stanley. He brings more than four decades of financial and global
banking experience, including as National Managing Partner –
Banking and Finance Practice for Deloitte & Touche LLP in the
U.S., to the Board.
"We are pleased to have attracted highly experienced leaders
with global perspective and diverse skills to the Board," said Mr.
MacGibbon. "I want to thank all retiring directors for their years
of service to the Bank and for their tremendous efforts to guide TD
through a challenging period."
Following the election of the Bank's director nominees at the
2025 Annual Meeting of Shareholders, Board Committees will be
reconstituted, and new Committee Chairs appointed.
- Cherie Brant, director
since 2021, will be appointed Chair of the Corporate Governance
Committee.
- John MacIntyre, director
since 2023, will be appointed Chair of the Human Resources
Committee.
- Keith Martell, director
since 2023, will be appointed Chair of the Risk Committee.
- Jane Rowe, director since
2020, will be appointed Chair of the newly constituted Remediation
Committee.
- Nancy Tower, director
since 2022, will continue to serve as chair of the Audit Committee,
having been appointed in 2023.
Executive Accountability and Compensation
TD has adjusted executive compensation to reflect the
seriousness of the U.S. AML failures, the associated costs to the
Bank, and the limitations imposed on the U.S. retail business.
Forty-one executives, including many who are no longer with the
Bank, received reductions to their variable compensation, totaling
$30 million, including those with
leadership responsibility for front line operations, control
functions, and internal audit.
While progress was made on a number of strategic initiatives and
objectives in 2024, the AML matter had a significant impact on the
Bank. Mr. Masrani, as CEO during the relevant period, received no
cash incentive award or equity compensation for 2024. This resulted
in Mr. Masrani's 2024 total direct compensation being reduced by
89%, from $13,271,000 in 2023 to
$1,500,000 in 2024. This is in
addition to the $1,000,000 reduction
made in 2023.
In addition, in light of the AML matter and Bank's overall
financial performance, variable compensation for 2024 was reduced
by at least 25% from target for all other members of the Senior
Executive Team.
Further details of these adjustments and 2024 compensation for
all named executive officers will be outlined in the Bank's
Management Proxy Circular for the upcoming 2025 Annual Meeting of
Shareholders, expected to be made available on or around
March 4, 2025.
About TD Bank Group
The Toronto-Dominion Bank and its subsidiaries are collectively
known as TD Bank Group ("TD" or the "Bank"). TD is the sixth
largest bank in North America by
assets and serves over 27.9 million customers in four key
businesses operating in a number of locations in financial centres
around the globe: Canadian Personal and Commercial Banking,
including TD Canada Trust and TD Auto Finance Canada; U.S. Retail,
including TD Bank, America's Most Convenient Bank®, TD Auto Finance
U.S., TD Wealth (U.S.), and an investment in The Charles Schwab
Corporation; Wealth Management and Insurance, including TD Wealth
(Canada), TD Direct Investing, and
TD Insurance; and Wholesale Banking, including TD Securities and TD
Cowen. TD also ranks among the world's leading online financial
services firms, with more than 17 million active online and mobile
customers. TD had $2.06 trillion in
assets on October 31, 2024. The
Toronto-Dominion Bank trades under the symbol "TD" on the
Toronto and New York Stock
Exchanges.
Caution Regarding Forward-Looking Information
From time to time, the Bank (as defined in this document) makes
written and/or oral forward-looking statements, including in this
document, in other filings with Canadian regulators or the United States (U.S.) Securities and
Exchange Commission (SEC), and in other communications. In
addition, representatives of the Bank may make forward-looking
statements orally to analysts, investors, the media, and others.
All such statements are made pursuant to the "safe harbour"
provisions of, and are intended to be forward-looking statements
under, applicable Canadian and U.S. securities legislation,
including the U.S. Private Securities Litigation Reform Act of
1995. Forward-looking statements include, but are not limited to,
statements made in this document, the Management's Discussion and
Analysis ("2024 MD&A") in the Bank's 2024 Annual Report under
the heading "Economic Summary and Outlook", under the headings "Key
Priorities for 2025" and "Operating Environment and Outlook" for
the Canadian Personal and Commercial Banking, U.S. Retail, Wealth
Management and Insurance, and Wholesale Banking segments, and under
the heading "2024 Accomplishments and Focus for 2025" for the
Corporate segment, and in other statements regarding the Bank's
objectives and priorities for 2025 and beyond and strategies to
achieve them, the regulatory environment in which the Bank
operates, and the Bank's anticipated financial performance.
Forward-looking statements are typically identified by words
such as "will", "would", "should", "believe", "expect",
"anticipate", "intend", "estimate", "plan", "goal", "target",
"may", and "could". By their very nature, these forward-looking
statements require the Bank to make assumptions and are subject to
inherent risks and uncertainties, general and specific. Especially
in light of the uncertainty related to the physical, financial,
economic, political, and regulatory environments, such risks and
uncertainties – many of which are beyond the Bank's control and the
effects of which can be difficult to predict – may cause actual
results to differ materially from the expectations expressed in the
forward-looking statements.
Risk factors that could cause, individually or in the aggregate,
such differences include: strategic, credit, market (including
equity, commodity, foreign exchange, interest rate, and credit
spreads), operational (including technology, cyber security,
process, systems, data, third-party, fraud,
infrastructure, insider and conduct), model, insurance, liquidity,
capital adequacy, legal and regulatory compliance (including
financial crime), reputational, environmental and social, and other
risks. Examples of such risk factors include general business and
economic conditions in the regions in which the Bank operates
(including the economic, financial, and other impacts of
pandemics); geopolitical risk; inflation, interest rates and
recession uncertainty; regulatory oversight and compliance risk;
risks associated with the Bank's ability to satisfy the terms of
the global resolution of the civil and criminal investigations into
the Bank's U.S. BSA/AML program; the impact of the global
resolution of the civil and criminal investigations into the Bank's
U.S. BSA/AML program on the Bank's businesses, operations,
financial condition, and reputation; the ability of the Bank to
execute on long-term strategies, shorter-term key strategic
priorities, including the successful completion of acquisitions and
dispositions and integration of acquisitions, the ability of the
Bank to achieve its financial or strategic objectives with respect
to its investments, business retention plans, and other strategic
plans; the risk of large declines in the value of Bank's Schwab
equity investment and corresponding impact on TD's market value;
technology and cyber security risk (including cyber-attacks, data
security breaches or technology failures) on the Bank's
technologies, systems and networks, those of the Bank's customers
(including their own devices), and third parties providing services
to the Bank; data risk; model risk; fraud activity;
insider risk; conduct risk; the failure of third parties to comply
with their obligations to the Bank or its affiliates, including
relating to the care and control of information, and other risks
arising from the Bank's use of third-parties; the impact of new and
changes to, or application of, current laws, rules and regulations,
including without limitation consumer protection laws and
regulations, tax laws, capital guidelines and liquidity regulatory
guidance; increased competition from incumbents and new entrants
(including Fintechs and big technology competitors); shifts in
consumer attitudes and disruptive technology; environmental and
social risk (including climate-related risk); exposure related to
litigation and regulatory matters; ability of the Bank to attract,
develop, and retain key talent; changes in foreign exchange rates,
interest rates, credit spreads and equity prices; downgrade,
suspension or withdrawal of ratings assigned by any rating agency,
the value and market price of the Bank's common shares and other
securities may be impacted by market conditions and other factors;
the interconnectivity of Financial Institutions including existing
and potential international debt crises; increased funding costs
and market volatility due to market illiquidity and competition for
funding; critical accounting estimates and changes to accounting
standards, policies, and methods used by the Bank; and the
occurrence of natural and unnatural catastrophic events and claims
resulting from such events.
The Bank cautions that the preceding list is not exhaustive of
all possible risk factors and other factors could also adversely
affect the Bank's results. For more detailed information, please
refer to the "Risk Factors and Management" section of the 2024
MD&A, as may be updated in subsequently filed quarterly reports
to shareholders and news releases (as applicable) related to any
events or transactions discussed under the headings "Significant
Events" or "Significant and Subsequent Events" in the relevant
MD&A, which applicable releases may be found on www.td.com.
All such factors, as well as other uncertainties and potential
events, and the inherent uncertainty of forward-looking statements,
should be considered carefully when making decisions with respect
to the Bank. The Bank cautions readers not to place undue reliance
on the Bank's forward-looking statements. Material economic
assumptions underlying the forward-looking statements contained in
this document are set out in the 2024 MD&A under the headings
"Economic Summary and Outlook" and "Significant Events", under the
headings "Key Priorities for 2025" and "Operating Environment and
Outlook" for the Canadian Personal and Commercial Banking, U.S.
Retail, Wealth Management and Insurance, and Wholesale Banking
segments, and under the heading "2024 Accomplishments and Focus for
2025" for the Corporate segment, each as may be updated in
subsequently filed quarterly reports to shareholders.
Any forward-looking statements contained in this document
represent the views of management only as of the date hereof and
are presented for the purpose of assisting the Bank's shareholders
and analysts in understanding the Bank's financial position,
objectives and priorities and anticipated financial performance as
at and for the periods ended on the dates presented, and may not be
appropriate for other purposes. The Bank does not undertake to
update any forward-looking statements, whether written or oral,
that may be made from time to time by or on its behalf, except as
required under applicable securities legislation.
SOURCE TD Bank Group