Table of Contents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Schedule 14(a) of the
Securities Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant 
Filed by a Party other than the Registrant 
Check the appropriate box:
 
  Preliminary Proxy Statement
 
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material under
§240.14a-12
Truist Financial Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
  No fee required
  Fee paid previously with preliminary materials.
  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and
0-11.
 
   


Table of Contents

LOGO


Table of Contents

LOGO

March 11, 2024

Dear Fellow Owner:

We’re inviting you to attend the Annual Meeting of Shareholders of Truist Financial Corporation on April 23, 2024, at 11:00 a.m. Eastern Time. We will hold our Annual Meeting in a virtual-only format this year and have provided information about attending, voting, and submitting questions in the accompanying proxy statement.

In 2023, we continued to lean into our purpose to inspire and build better lives and communities as we focused on streamlining our enterprise, intensifying our disciplined expense management, and accelerating franchise momentum.

This transformative work included sharpening our strategic focus on our core businesses and risk-management systems as well as continuing to strengthen our capital position. We took swift and meaningful actions to simplify our organization and implemented a cost-savings program to reduce expenses. We pared back non-core and lower-return portfolios and paid down higher-cost borrowings. And all the while we supported our communities in many ways, including by committing $2.1 billion to support more than 15,000 units of affordable housing and 130,000 people served in low- to moderate-income communities.

As we continue to diligently execute on this critical work to capitalize on our competitive advantages and drive efficiencies, we’re improving how we operate and taking other steps to drive long-term value for the benefit of our shareholders, now and into the future. Notably, in February 2024, we announced an agreement to sell our remaining stake in Truist Insurance Holdings to further strengthen our balance sheet and enhance our strategic flexibility to invest in the core banking franchise. I look forward to realizing the company’s potential even more in 2024 as we leverage our expanded capabilities and talent to actualize our purpose.

At the Annual Meeting, we will be bidding farewell to one of our directors, Christine Sears, who has decided to retire from the Board at that time. We deeply appreciate Christine’s outstanding service over the past nine years and her wisdom and commitment to advancing the interests of all of the stakeholders of Truist.

Once again this year, we are providing proxy materials to many of our shareholders through the internet to support Truist’s sustainability efforts by saving paper and reducing costs. We also believe this will offer you a convenient way to access the proxy materials. Please read our proxy statement carefully for important information about the Annual Meeting and the matters on which we ask for your vote.

Whether or not you plan to attend the virtual-meeting internet webcast, please vote in advance as promptly as possible. Every shareholder vote is important, and we want your shares to be represented at the meeting.

Thank you for your support in helping Truist inspire and build better lives and communities.

Sincerely,

 

 

LOGO   

 

LOGO

William H. Rogers, Jr.

Chairman and Chief Executive Officer

  

Thomas E. Skains

Independent Lead Director


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LOGO

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS OF

TRUIST FINANCIAL CORPORATION

 

 

Date and Time:

April 23, 2024

11:00 a.m. Eastern Time

 

Location:

Webcast in a virtual format at

www.virtualshareholdermeeting.com/TFC2024

 

 

AGENDA

 

Election of the 13 director nominees named in the proxy statement, each for a one-year term expiring at the 2025 annual meeting of shareholders

 

 

Ratification of the appointment of PricewaterhouseCoopers LLP as Truist’s independent registered public accounting firm for 2024

 

 

Non-binding advisory vote on executive compensation

 

 

Shareholder proposal regarding an annual report on lobbying activities, if properly presented at the Annual Meeting

 

 

Shareholder proposal regarding a report on Board oversight of risks related to discrimination, if properly presented at the Annual Meeting

 

 

Any other business that may properly be brought before the Annual Meeting

 

 

You can vote at the Annual Meeting if you were a shareholder of record at the close of business on February 15, 2024.

Your vote is important. Whether or not you plan to attend the virtual-meeting internet webcast, please vote in advance as promptly as possible. You may vote your shares through the internet, by telephone, by mail, or at the Annual Meeting as described more fully in the proxy statement beginning on page 89.

To attend and submit your questions for the Annual Meeting as a registered shareholder or beneficial owner, you will need to log in at www.virtualshareholdermeeting.com/TFC2024 using your name, a valid email address, and the unique 16-digit control number found on your Notice of Internet Availability, proxy card, or voting instruction form.

 

By Order of the Board of Directors,      

 

 

LOGO

 

LOGO

Scott A. Stengel

Senior Executive Vice President, Chief Legal

Officer, Head of Government Affairs and

Corporate Secretary

March 11, 2024

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on April 23, 2024:

The solicitation of the enclosed proxy is made on behalf of the Board of Directors for use at the Annual Meeting to be held on April 23, 2024. A copy of this proxy statement, our 2024 Annual Report, and our 2023 Form 10-K are available at: www.proxyvote.com.


Table of Contents

   

 

Table of Contents

 

 

 

Proxy Statement Summary

    1  

Proposal 1—Election of Directors

    8  

Board diversity and composition

    8  

Director commitment and skills

    9  

Nominees for election as directors for a one-year term expiring in 2025

    10  

Standing Board committee membership and lead director responsibilities

    17  

Compensation of directors

    22  

Corporate Governance

    24  

Corporate governance practices

    24  

Corporate governance guidelines

    25  

Board leadership structure

    29  

Board size and qualifications

    30  

Nominating and Governance Committee director nominations

    30  

Majority voting and director resignation policy

    31  

Related person transactions

    31  

Section 16(a) reports

    32  

Shareholder engagement program

    32  

Communications with the Board of Directors

    34  

Corporate responsibility and sustainability

    34  

Ethics at Truist

    35  

Policy for accounting and legal complaints

    36  

Risk oversight

    36  

Strategic direction and planning

    37  

Information security/cybersecurity

    37  

Statement of political engagement

    38  

Proposal 2—Ratification of the Appointment of Our Independent Registered Public Accounting Firm

    39  

Fees to independent registered public accounting firm

    39  

Audit committee pre-approval policy

    40  

Audit committee report

    40  

Proposal 3—Advisory Vote to Approve Truist’s Executive Compensation Program

    41  

Compensation Discussion and Analysis

    42  

Section 1—
Executive compensation summary

    42  

Section 2—
Executive compensation philosophy and program elements

    48  

Section 3—
Executive compensation program pay decisions

    51  

Section 4—
Executive compensation process—decision inputs and roles

    59  

Section 5—
Other compensation and benefits policies and practices

    62  

Compensation and Human Capital Committee Report on Executive Compensation

    64  

Compensation and Human Capital Committee Interlocks and Insider Participation

    64  

Compensation of Executive Officers

    65  

2023 Summary compensation table

    65  

2023 Grants of plan-based awards

    67  

2023 Outstanding equity awards at fiscal year-end

    68  

Option exercises and stock vested in 2023

    69  

2023 Pension benefits

    70  

2023 Non-qualified deferred compensation

    71  

Potential payments upon termination or change of control

    72  

Pay Ratio Disclosure

    78  

Pay Versus Performance

    79  

Proposal 4—Shareholder Proposal Regarding An Annual Report on Lobbying Activities

    83  

Statement of the Truist Board of Directors in opposition to the shareholder proposal

    84  

Proposal 5—Shareholder Proposal Regarding A Report on Board Oversight of Risks Related to Discrimination

    85  

Statement of the Truist Board of Directors in opposition to the shareholder proposal

    86  

Stock Ownership Information

    87  

Director phantom shares

    88  

Voting and Other Information

    89  

Record date and shares entitled to vote at the meeting

    89  

Quorum requirements

    89  

How to vote

    89  

How to attend the annual meeting

    90  

Votes required, non-votes, abstentions and revocations

    90  

Delivering proxy materials

    90  

How to request and receive a paper or email copy

    91  

Proxy costs

    91  

Proposals for the 2025 annual meeting of shareholders

    91  

Other business

    92  

Cautionary note regarding forward-looking statements

    92  

Annex A – Non-GAAP Financial Measures

    93  
 

 


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LOGO

Truist Financial Corporation

214 N. Tryon Street

Charlotte, NC 28202

PROXY STATEMENT

Summary

This summary highlights information contained elsewhere in this proxy statement for Truist Financial Corporation, which is sometimes referred to as the “Company,” “Truist,” “we,” or “us.” This summary does not contain all of the information that you should consider, and you should read this entire proxy statement carefully before you vote. Additional information regarding our 2023 performance can be found in our Annual Report on Form 10-K for the year ended December 31, 2023. The proxy materials were first made available on or about March 11, 2024 to shareholders of record of our common stock at the close of business on February 15, 2024 (the “Record Date”).

The 2024 Annual Meeting of Shareholders of Truist Financial Corporation (the “Annual Meeting”) will be a virtual-only meeting in our continuing effort to expand shareholder access and participation.

2024 Annual Meeting of Shareholders

 

 

 

Time and Date

April 23, 2024

11:00 a.m. Eastern Time

  

Virtual Location

www.virtualshareholdermeeting.com/TFC2024

  

Record Date

At close of business

February 15, 2024

Proposals and Voting Recommendations

 

Shareholders will vote on the following five proposals:

 

Proposal No.    Description    Votes Required    Board Recommendation       Page   
         

1

  

Election of 13 director
nominees named in the proxy
statement

  

Majority of votes

cast for each nominee

  

VOTE FOR EACH NOMINEE

 

LOGO

   8  
         

2

  

Ratification of the appointment of our
independent registered public
accounting firm

  

Majority of votes

cast

  

VOTE FOR

 

LOGO

   39  
         

3

  

Non-binding advisory vote
on
executive compensation

  

Majority of votes

cast

  

VOTE FOR

 

LOGO

   41  
         

4

  

If properly presented, shareholder proposal
regarding an annual report on lobbying activities

  

Majority of votes

cast

  

VOTE AGAINST

 

LOGO

   83  

5

  

If properly presented, shareholder
proposal
regarding a report on Board oversight of risks related to discrimination

  

Majority of votes

cast

  

VOTE AGAINST

 

LOGO

   85  

 

LOGO

 

2024 Proxy Statement |

    1  


Table of Contents

Proxy Statement Summary

 

How to Vote

 

 

 

Proxy Voting Methods

 

LOGO

 

Internet

  

LOGO

 

Telephone

  

LOGO

 

Mail

  

LOGO

 

During the Annual Meeting

   Go to www.proxyvote.com

   and follow the instructions

   on the website.

  

    Call 1-800-690-6903

    and follow the instructions

    on the proxy card or your

    voting instruction form

 

  

    Sign, date and mail your

    proxy card or your

    voting instruction form

  

   While we encourage you to vote

   before the meeting, shareholders

   may vote online

   during the meeting by following

   the instructions on page 89.

 

Shareholders of record on the Record Date may vote at the Annual Meeting. Only one class of our common stock exists, and each share is entitled to one vote. “Shareholders of record” or “registered shareholders” have shares of our common stock registered in their names with our transfer agent, Computershare Trust Company, N.A. “Beneficial owners,” in contrast, own shares of our common stock that are held in “street name” through a broker, bank, or other nominee. Beneficial owners generally cannot vote their shares directly and must instead instruct their brokers, banks, or other nominees how to vote the shares. If you are a beneficial owner of our common stock, your proxy is being solicited through your broker, bank, or other nominee.

Attending the Annual Meeting

 

If you are a registered shareholder or beneficial owner on the Record Date or are a duly authorized proxy holder of such a registered shareholder or beneficial owner, you may attend the Annual Meeting and will be allowed to submit questions online before and during the Annual Meeting. You will be able to do so by visiting www.virtualshareholdermeeting.com/TFC2024 and logging in with your name, a valid email address, and the 16-digit control number found on your proxy card, Notice of Internet Availability or voting instruction form, as applicable. You may log into and attend the Annual Meeting online beginning at 10:45 a.m. Eastern Time on April 23, 2024. The Annual Meeting will begin promptly at 11:00 a.m. Eastern Time. Attendance at the Annual Meeting online is subject to capacity limits set by the virtual meeting platform provider. To submit questions in advance of the Annual Meeting, visit www.proxyvote.com before 11:59 p.m. Eastern Time on April 22, 2024 and enter your 16-digit control number.

Shareholders who participate in the Annual Meeting virtually by way of the website address provided above will be deemed to be present in person, including for purposes of determining a quorum.

For additional information on voting, attendance, and submitting questions for the Annual Meeting, please see the sections entitled “How to Vote” and “How to Attend the Annual Meeting” beginning on page 89 of this proxy statement.

Even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance online or, if you received or requested printed copies of the proxy materials, by phone or by mail to ensure that your shares will be represented at the Annual Meeting.

No recording of the Annual Meeting is permitted, including audio and video recording.

 

2  

| 2024 Proxy Statement

 

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Proxy Statement Summary

 

Truist’s Purpose

 

 

Truist’s purpose is to inspire and build better lives and communities. We aspire to be a purpose driven financial services institution dedicated to building a better future for clients, teammates and communities.

Purpose

To inspire and build better lives and communities.

 

 

LOGO

 

 

LOGO

Leadership Structure Changes

 

In February 2023, Truist announced that it had reached a definitive agreement to sell a 20% minority stake in its insurance brokerage subsidiary, Truist Insurance Holdings, Inc. (“TIH”), to an investor group led by Stone Point Capital LLC (the “Investor Group”) and that in connection with this transaction (the “Stone Point Transaction”), John M. Howard would continue as Chief Executive Officer of TIH, reporting to Truist Chief Executive Officer, William H. Rogers, Jr., with Truist shifting some of his enterprise-wide responsibilities in order to focus on maximizing the success of TIH. In February 2024, Truist announced that it had reached a definitive agreement to sell its remaining stake in TIH to an investor group led by Stone Point Capital LLC, Clayton, Dubilier & Rice, LLC and Mubadala Investment Company with the transaction expected to close in the second quarter of 2024, subject to satisfaction or waiver of customary conditions.

In November 2023, Truist announced the creation of a Chief Operating Officer position, the naming of a new Chief Consumer & Small Business Banking Officer and the hiring of a new Chief Wholesale Banking Officer. Hugh S. “Beau” Cummins III assumed the Chief Operating Officer role on November 14, 2023. His responsibilities in the new role include leading enterprise strategy, transformation, operations and payments as well as a new governance and controls group. Also on November 14, 2023, Dontá L. Wilson was named Chief Consumer & Small Business Banking Officer. He is responsible for the consumer, premier and small business segments serving clients through mobile and online banking, multiple virtual client service centers and approximately 2,000 community banking branches across the Southeast, Mid-Atlantic and Texas. Mr. Wilson also oversees core deposit and loan products, consumer capital markets, national consumer finance businesses, enterprise marketing, client experience strategy, and digital banking and innovation. In addition, on February 12, 2024, Kristin Lesher joined Truist as the new Chief Wholesale Banking Officer, overseeing Truist’s corporate and investment banking, commercial banking, commercial real estate and wealth management businesses.

As part of its ongoing transformation work, in November 2023, Truist also announced the formation of a Truist Operating Council to expand leadership opportunities, facilitate inclusive feedback and break down silos to enable the Company to more effectively pursue its goals.

 

LOGO

 

2024 Proxy Statement |

    3  


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Proxy Statement Summary

 

2023 Financial Performance Highlights*

 

 

LOGO   LOGO   LOGO

 

LOGO    LOGO

* Adjusted Diluted EPS and Tangible Book Value Per Share are non-GAAP financial measures. Please see Annex A for a reconciliation from GAAP amounts (Earnings Per Share and Book Value Per Share) to these adjusted amounts. Nonperforming Loans/LHI represents the percentage of nonperforming loans compared to loans held for investment. Tangible Book Value Per Share, the CET1 Ratio and Nonperforming Loans/LHI are presented as of December 31 of the applicable year.

 

4  

| 2024 Proxy Statement

 

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Table of Contents

Proxy Statement Summary

 

 

 

 

2023 Key Accomplishments

In 2023, we continued to live our purpose to inspire and build better lives and communities in countless ways. Some of our purposeful activities included:

 

 

We sharpened our strategic focus on our core businesses and clients by, for example, (1) shifting our loan mix towards higher-return, core assets; (2) beginning the process of realigning our LightStream platforms with our broader consumer business; (3) selling our $5 billion student loan portfolio at net carrying value; (4) discontinuing certain trading market making activities within our fixed income sales and trading business; and (5) selling a 20% minority stake in TIH to the Investor Group, and in February 2024 announcing a definitive agreement to sell our remaining stake in TIH in a transaction expected to close in the second quarter of 2024, subject to satisfaction or waiver of customary conditions.

 
 

We intensified our focus on disciplined expense management and began executing on a cost-savings program.

 
 

In October 2023, we announced changes to the Board, including the retirements of four directors due to reaching our mandatory retirement age and the conclusion of service of four additional directors, all effective as of December 31, 2023, resulting in a Board of 13 directors heading into 2024, 12 of whom are independent. In addition, Christine Sears has indicated a preference not to stand for reelection and will retire from the Board at the Annual Meeting, and our Board is recommending the election of a new director nominee, Laurence Stein, at the Annual Meeting, who will bring valuable experience to the Board in financial services and financial risk management.

 
 

Truist Community Capital committed nearly $2.1 billion to support more than 15,000 units of affordable housing, helping to create more than 15,000 jobs and serving more than 130,000 people in low and moderate income communities.

 
 

We highlighted small business owners through our Small Business Community Heroes initiative, which focuses on the small business owners who work tirelessly to serve our neighbors, create jobs, build our communities and help drive our economy.

 
 

We continued to enhance our client and teammate experiences, by among other things, opening a “T3 Accelerator Lab” in the Innovation & Technology Center at our Charlotte headquaters where we’re redefining the client and teammate experience and putting feedback and ideas to the test in real-world scenarios before rolling them out to clients.

 
 

 

 

LOGO

 

2024 Proxy Statement |

    5  


Table of Contents

Proxy Statement Summary

 

Truist Board of Director Nominees

 

 

Please consider the following nominees to our Board of Directors. All of these nominees, with the exception of Mr. Laurence Stein, currently serve as Truist directors. We are proud of the diverse makeup of this group and the experience, skill and dedication of each nominee.

 

     Age    Independent    Principal Occupation  

Truist Standing Committee

Memberships

         
Jennifer S. Banner   64   LOGO   Executive Director at the University of Tennessee Haslam College of Business, Forum for Emerging Enterprises and Private Business  

Audit

Technology

         
K. David Boyer, Jr.   72   LOGO   CEO of GlobalWatch Technologies, Inc.  

Executive

Technology

         
Agnes Bundy Scanlan   66   LOGO   President of The Cambridge Group LLC  

Executive

Nominating and Governance (Chair)

Risk

         
Dallas S. Clement   58   LOGO   President and CFO of Cox Enterprises, Inc.  

Executive

Audit (Chair)

Nominating and Governance

         
Patrick C. Graney III   70   LOGO   President of PJG, LLC  

Audit

Compensation and Human Capital

         
Linnie M. Haynesworth   66   LOGO   Retired Sector Vice President and General Manager, Northrup Grumman Corporation  

Risk

Technology

         
Donna S. Morea   69   LOGO   Chairman and CEO of Adesso Group, LLC  

Executive

Risk

Technology (Chair)

         
Charles A. Patton   67   LOGO   Managing Member of Patton Holdings, LLC and PATCO Investments, LLC  

Executive

Nominating and Governance

Risk (Chair)

         
William H. Rogers, Jr.   66       Chairman and CEO of Truist   Executive (Chair)
         
Thomas E. Skains   67   LOGO   Retired Chairman, President and CEO of Piedmont Natural Gas Company, Inc.  

Executive

Nominating and Governance

Risk

         
Laurence Stein   56   LOGO   Retired Executive Vice President and Chief Operating Officer, Asset & Wealth Management, at Goldman Sachs    
         
Bruce L. Tanner   65   LOGO   Retired EVP and CFO of
Lockheed Martin Corporation
 

Audit

Compensation and Human Capital

Steven C. Voorhees   69   LOGO   Retired President and CEO of WestRock Company  

Audit

Compensation and Human Capital (Chair)

Executive

 

6  

| 2024 Proxy Statement

 

LOGO


Table of Contents

Proxy Statement Summary

 

 

 

CONTINUING COMMITMENT TO SOUND CORPORATE GOVERNANCE

Truist maintains the following corporate governance framework:

 

Strong Diversity

 

 

Approximately 46% of our current directors are women or ethnically diverse.

 

 

 

Women comprise over one-third of our current directors and hold key Board leadership positions, chairing two Board Committees (Nominating and Governance Committee and Technology Committee).

 

 

 

Black directors represent over 20% of our current directors and serve as chairs of one Board Committee and one Committee of the Board of Truist Bank (Nominating and Governance Committee and Truist Bank Trust Committee).

 

Accountability

 

 

Majority voting for director elections

 

 

 

Annual elections for all directors

 

 

 

Robust stock ownership requirements for directors and executive officers

 

 

 

Prohibition on hedging and pledging of Truist securities for our directors and executive officers

 

 

 

Annual Board and Committee self-evaluations

 

Robust Shareholder Rights

 

 

Proxy access

 

 

 

Shareholder right to call a special meeting

 

 

 

No supermajority voting provisions

 

Active and Responsive Shareholder Engagement

 

 

Engagement takes place throughout the year to obtain shareholder insight into corporate governance, executive compensation, corporate responsibility and other areas of importance to our shareholders.

 

 

 

Our engagement program includes meetings with our largest shareholders led by senior management and, in certain cases, our independent Lead Director. Beginning in 2024, we plan to include the Chair of the Nominating and Governance Committee in certain of these discussions.

 

 

 

Feedback received from shareholders is taken into consideration by our directors and executive officers when planning future company policies, practices, and disclosures in public filings.

 

Corporate Social Responsibility

 

 

We aim to be a good corporate citizen through our efforts in sustainability and commitment to communities, by upholding corporate culture and by providing training and development opportunities for our teammates.

 

 

 

We prioritize human capital management through the Compensation and Human Capital Committee, which oversees Truist’s strategies and initiatives on talent management, diversity, equity and inclusion, and employee well-being and engagement. Truist places special emphasis on providing compensation and benefits that foster an environment of financial security and economic mobility for its teammates.

 

 

 

Our 2022 Corporate Responsibility Report details Truist’s collective sustainability and corporate responsibility achievements, and we plan to publish our next version of this report in April 2024.

 

 

 

In 2023, we released our second Task Force on Climate-Related Financial Disclosures (“TCFD”) Report to provide stakeholders with an update on the Company’s efforts to measure and share climate-related risks, opportunities, goals and progress, with plans to publish our next TCFD Report in April 2024.

 

 

 

Truist has established a goal of net zero greenhouse gas emissions by 2050.

 

 

 

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Proposal 1—Election of Directors

 

We are asking you to elect each of the 13 director nominees listed below to serve on the Board of Directors for a one-year term expiring at the annual meeting of shareholders in 2025. Although our Board of Directors expects that each of the nominees will be available for election, if a vacancy in the slate of nominees occurs, shares of Truist common stock represented by proxies will be voted for the election of a substitute nominee, designated by the Board. Alternatively, the Board may reduce the number of persons to be elected by the number of directors unable to serve.

In an uncontested election of directors, our articles of incorporation require each director to be elected by the majority of the votes cast at a meeting of shareholders. Under our Director Resignation Policy, as described in our Corporate Governance Guidelines, any incumbent director nominee who receives a greater number of votes “against” than votes “for” his or her election shall tender his or her resignation to the Board. The Nominating and Governance Committee will then consider all of the relevant facts and circumstances and recommend to the Board whether to accept, reject or otherwise act with respect to such resignation. The Board will act on the Nominating and Governance Committee’s recommendation within 90 days following certification of the shareholder vote and will publicly disclose its decision within this 90-day timeframe. A director whose resignation is under consideration will abstain from participating in any recommendation or decision regarding that resignation. If a director’s resignation is not accepted, the director will continue to serve until the next annual meeting of shareholders and until the director’s successor is elected and qualified, or until the director’s earlier resignation or removal.

Each of our director nominees has been identified as possessing good business acumen, strength of character and an independent mind, as well as a reputation for integrity and the highest personal and professional ethics. Sound judgment and community leadership are also important characteristics that our Board members possess. Each nominee additionally brings to us a strong and unique background and set of skills, providing our Board with competence and experience in the wide variety of areas necessary and helpful in overseeing Truist’s strategy, culture and performance.

Board Diversity and Composition

 

 

One of the Board’s goals, which is a focus of the Nominating and Governance Committee, is to include directors with diverse backgrounds, expertise and characteristics that, taken as a whole, will help ensure a strong and effective governing body. The Nominating and Governance Committee regularly reviews the skills and composition of the Board and its committees to determine the appropriate balance of skills, qualifications and backgrounds to best meet the Company’s needs and strategies.

At Truist, we are proud of our long commitment to diversity among our teammates, management and Board of Directors. Of our 13 current directors, five are women, representing over one-third of our Board, three are Black, comprising over 20% of our directors, and together approximately 46% of our directors is either racially, ethnically or gender diverse. Moreover, women and minority directors hold key leadership positions on the Boards of Truist and Truist Bank, such as our Nominating and Governance Committee Chair, Technology Committee Chair and Chair of the Truist Bank Trust Committee. Our directors also have a broad range of tenures on our Board and diverse backgrounds and expertise, including strong and broad perspectives on the financial services industry and the trends and evolution currently taking place in banking.

 

 

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* Board tenure here and throughout the proxy statement includes each director’s Board service at Truist and either BB&T or SunTrust, as applicable. Statistics in the above tables are based on Truist’s 13 current directors.

 

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Proposal 1—Election of Directors

 

Director Commitment and Skills

 

We believe that the Board’s diverse skill set and commitment to Truist help promote our purpose to “Inspire and build better lives and communities.” The Board invests a substantial amount of time, effort and energy in overseeing the planning and execution of our strategic plan, founded on our Purpose, Mission and Values. As illustrated below, Truist Board members have a broad set of qualifications, attributes, skills and experience that are well suited to oversee the Company’s strategy and correlates closely to the financial industry as a whole.

 

Qualifications, Attributes, Skills and Experience Represented on the Board (as a % of our 13 current directors)

         
   

Financial Services

Experience in the financial services industry is vital in understanding, overseeing and reviewing our strategy, including opportunities and challenges facing our businesses. This attribute may include significant leadership roles at financial services companies or service on relevant boards of directors that gives directors specific insight into, and expertise that will foster active participation in, the development and implementation of our operating plan and business strategy.

 

 

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Human Capital Management

Maintaining a skilled and motivated workforce is a critical component of Truist’s future success. Similarly, sustaining and growing a company’s unique culture is increasingly significant as many teammates continue to work from home. Directors with experience in areas that include diversity, employee benefits, compensation programs, career growth, and motivating a large and diverse workforce are increasingly important in retaining and acquiring talented teammates and reinforcing Truist’s culture.

 

 

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Executive Leadership

We seek directors who have served in significant leadership positions and who possess strong abilities to motivate and manage others. This includes the ability to identify, evaluate and develop leadership qualities in others. Current or recent experience as Chairman, CEO, President, CFO or another senior executive role are strong indicators of skill and expertise in this category.

 

 

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Sustainability

Truist recognizes that sustainability issues are important to our shareholders and other stakeholders, and over the past few years, has been increasingly transparent of our efforts in these areas. We seek leaders with experience in ESG matters, including environmental sustainability, climate change, community investment and development, and human rights.

 

 

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Client and Consumer Interfaces and Trends

Expertise in these areas is important for reaching tomorrow’s clients, differentiating Truist’s services, understanding the importance of technology and design in attracting and maintaining clients, and enhancing the capabilities and functionalities of our products.

 

 

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Cybersecurity and Information Security

Our continued digital evolution requires us to have directors with an understanding of the technological challenges and emerging risks in information security, data privacy and cybersecurity.

 

 

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Accounting/Financial

Experience in these critical areas enables directors to analyze our financial statements, capital structure and complex financial transactions and oversee our accounting and financial reporting processes. NYSE rules require that at least one member of our Audit Committee have accounting or related financial management expertise.

 

 

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Technology and Digital Innovation

Truist knows the importance of innovation and digital competitiveness to its growth and sees this as both a challenge and opportunity in communicating with our existing clients and reaching new ones. Leaders with knowledge of technology and innovation will be critical in helping Truist promote our products and services through digital platforms.

 

 

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Regulatory and Enterprise Risk Management

Experience in identifying and managing potential areas of risk are necessary to our financial stability. Federal Reserve Board Regulation YY requires that the Risk Committee have at least one member who qualifies as a “risk management expert.”

 

 

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Leadership in Transformation and Disruption

Truist directly benefits from leaders who are comfortable and experienced in navigating an ever-changing competitive landscape and who accept transformation and change as a constant. Such leaders provide insight regarding organizational agility and resiliency to address emerging needs and challenges for our business going forward.

 

 

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Corporate Governance and Public Board Service

Directors with deep understanding of the Board’s extensive and complex oversight responsibilities further our goals of greater transparency and accountability for management and the Board. Such an understanding helps guide the Company in its governance, corporate responsibility and diversity initiatives.

 

 

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Public Affairs, Government Relations, Legal and Compliance

Directors with demonstrated achievement and expertise in these areas are important in helping Truist navigate the complex political and regulatory landscape in which we operate.

 

 

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Proposal 1—Election of Directors

 

Nominees for Election as Directors for a One-Year Term Expiring in 2025

 

 

The Board of Directors has nominated the following individuals to serve as directors of Truist until the 2025 annual meeting of shareholders and until their respective successors are elected and qualified. The nominees for election to our Board of Directors and their principal occupations, experience, key qualifications and skills are set forth below.

 

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JENNIFER S.

BANNER

KNOXVILLE, TN

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  K. DAVID

  BOYER, JR.

  OAKTON, VA

 

Tenure:

•  Since 2003

 

Age: 64

 

Board Committees:

•  Audit

•  Technology

 

Public Company Directorships:

•  Uniti Group

•  Elme Communities

 

     

 

Tenure:

•  Since 2009

 

Age: 72

 

Board Committees:

•  Executive

•  Technology

•  Trust (Chair)—Truist Bank

Professional Experience:

 

Since June 2019, Ms. Banner has served as the Executive Director for the University of Tennessee Haslam College of Business Forum for Emerging Enterprises and Private Business. Ms. Banner previously served as President and Chief Executive Officer of Schaad Source, LLC (a privately held managerial and strategic services company) from 2006 through March 2019, Chief Executive Officer of Schaad Companies, LLC (a diversified holding company) from 2008 through 2018, and Chief Executive Officer of Schaad Family Office, LLC (a diversified holding company) from 2012 through 2018. In May 2022, Ms. Banner was elected to the board of directors of Washington Real Estate Investment Trust, now known as Elme Communities (NYSE: ELME). Ms. Banner is an Industry Research Fellow at the Massachusetts Institute of Technology Center for Information Systems Research (MIT CISR) that provides chief information officers and digital leaders with insights into technology and digital innovation. She was a co-researcher and co-author with MIT CISR senior research scientists on an article published in Sloan Management Review regarding the importance of technology and digital skills and is presently participating in research at MIT CISR regarding future-ready technology skills for board members.

 

Qualifications and Skills:

 

Ms. Banner brings to Truist leadership and management experience and skills in public accounting, financial services, corporate governance, regulatory and risk management from her prior service on the boards of directors of First Vantage Bank and First Virginia Banks, Inc. Ms. Banner’s skills also include knowledge of technology and digital transformation through formal training and research participation as an Industry Research Fellow with the MIT CISR and other external sources.

 

     

Professional Experience:

 

Mr. Boyer has served as Chief Executive Officer of GlobalWatch Technologies, Inc. (a privately-held business intelligence, cybersecurity, information assurance, governance and compliance firm) since 2004. Mr. Boyer also has served as a director of Virginia Community Development Corporation (a tax credit fund manager supporting economic development in Richmond) since 2009 and as a Treasury Board Member for the Commonwealth of Virginia from 2002-2014. Mr. Boyer is also a National Association of Corporate Directors (NACD) Board Leadership Fellow and a member of the Presidential Counselors for Pennsylvania State University.

 

Qualifications and Skills:

 

Through his experience both as a Board member and from his prior service for more than 11 years on Truist Bank’s local advisory board in Washington, D.C., Mr. Boyer has gained a thorough understanding of Truist’s banking organization, corporate governance structure and its values and culture. Mr. Boyer’s contributions as a Truist director also include his experience with risk management, accounting and finance, as well as information technology services, information management, cybersecurity, data analytics and anti-terrorism assistance services.

 

 

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AGNES BUNDY

SCANLAN

CAMBRIDGE, MA

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  DALLAS S.

  CLEMENT

  ATLANTA, GA

 

Tenure:

•  Since 2017

 

Age: 66

 

Board Committees:

•  Executive

•  Nominating and Governance (Chair)

•  Risk

 

Public Company Directorships:

•  AppFolio, Inc.

•  R1 RCM Inc.

 

     

 

Tenure:

•  Since 2015

 

Age: 58

 

Board Committees:

•  Audit (Chair)

•  Executive

•  Nominating and Governance

Professional Experience:

 

Ms. Bundy Scanlan has served as President of The Cambridge Group LLC, a regulatory advisory firm, since May 2020. From 2017 to 2020, she was a senior advisor for Treliant Risk Advisors, counseling financial services firms on risk management, strategic and other regulatory matters. From 2015 to 2017, she served as the Northeast Regional Director of Supervision Examinations for the Consumer Financial Protection Bureau. Previously, she served as Chief Regulatory Officer, Chief Compliance Officer, Chief Privacy Officer, Regulatory Relations Executive, and Director of Corporate Community Development for, and as legal counsel to, a number of banks and financial services firms, and as legal counsel to the United States Senate Budget Committee. Ms. Bundy Scanlan serves on the boards of directors of AppFolio, Inc., a provider of cloud-based business software solutions, services, and data analytics to the real estate industry, R1 RCM Inc., a revenue cycle management company servicing hospitals, health systems and physician groups in the United States, and Institutional Capital Network, Inc., a privately held global fintech platform driving access to alternative investments for the wealth management industry.

 

Qualifications and Skills:

 

Ms. Bundy Scanlan brings her demonstrated extensive risk management, including climate risk management, regulatory, compliance, legal and government affairs experience to our Board of Directors. She recently demonstrated her commitment to climate leadership by earning a Diligent Climate Leadership Certificate from the Diligent Institute, a program focusing on climate risk and related business strategy. With over 20 years of experience, she is highly regarded as an expert and leader in the fields of governance, regulatory and compliance risk, information security and sustainability and contributes these skills to Truist’s Board of Directors.

 

     

Professional Experience:

 

Mr. Clement is President and Chief Financial Officer of Cox Enterprises, Inc., a privately-held media, communications and technology company, responsible for its treasury, financial reporting and control, tax, audit, and financial planning and analysis functions. Mr. Clement also oversees the sustainability, information technology, risk management, aviation, real estate and security functions at Cox. Previously, he served as Executive Vice President and Chief Financial Officer of Cox Enterprises and Executive Vice President and Chief Financial Officer for Cox Automotive, the largest automotive marketplace and leading provider of software solutions to auto dealers throughout the U.S. He also had accountability for the international businesses and Cox Automotive’s financial services unit, NextGear. Prior to the formation of Cox Automotive, Mr. Clement served as Chief Financial Officer of Autotrader Group. He also spent 20 years at Cox Communications, where he held a variety of roles, including Executive Vice President and Chief Strategy and Product Management Officer.

 

Qualifications and Skills:

 

Mr. Clement enriches the Truist Board of Directors through his broad financial and business experience, including service as President and CFO of a large customer-facing company with significant technology operations. Mr. Clement has worked for over 30 years in executive management, strategy, finance and corporate development across a number of different businesses. Mr. Clement’s experience and expertise provide valuable leadership over a broad range of Board functions, including audit, financial reporting, corporate governance, information technology, sustainability and corporate strategy.

 

 

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PATRICK C.

GRANEY III

CHARLESTON, WV

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  LINNIE M.

  HAYNESWORTH

  OAKTON, VA

 

Tenure:

•  Since 2018

 

Age: 70

 

Board Committees:

•  Audit

•  Compensation and Human Capital

•  Trust—Truist Bank

 

Public Company Directorship:

•  Ramaco Resources, Inc.

 

     

 

Tenure:

•  Since 2019

 

Age: 66

 

Board Committees:

•  Risk

•  Technology

 

Public Company Directorships:

•  Automatic Data Processing, Inc.

•  Micron Technology, Inc.

•  Eastman Chemical Company

 

Professional Experience:

 

Mr. Graney is currently a private investor and manages several real estate investment companies, including PJG, LLC, of which he is the managing member. He is a long-standing business leader in the state of West Virginia, having previously owned both Petroleum Products, Inc., a fuel distributor, and One Stop Stores, a chain of convenience stores, each for over 25 years. Mr. Graney also serves as a member of the board of directors of Ramaco Resources, a publicly-traded metallurgical coal company.

 

Qualifications and Skills:

 

Mr. Graney’s extensive leadership experience brings valuable strategic and managerial skills to Truist. His financial services experience includes having served as a Class B director representing West Virginia on the board of the Federal Reserve Bank of Richmond from December 2008 to December 2013. Mr. Graney’s financial expertise, his experience as owner of a business similar to those we serve, and his leadership and public company director experience all enhance the overall skill set and expertise on the Truist Board.

 

 

 

 

 

     

Professional Experience:

 

Ms. Haynesworth retired in 2019 as the Sector Vice President and General Manager of the Cyber and Intelligence Mission Solutions Division for Northrop Grumman Corporation’s (NGC’s) Mission Systems Sector after assuming this role in 2016. In this position, Ms. Haynesworth had executive responsibility for the overall growth and program activities for the division’s business portfolio, including full spectrum cyber, multi-enterprise data management and integration, as well as mission enabling intelligence, surveillance and reconnaissance (ISR) solutions supporting domestic and international customers. She previously served as Sector Vice President and General Manager of the ISR Division within the former Information Systems sector of NGC, as well as led NGC’s Federal and Defense Technologies Division. Ms. Haynesworth serves on the boards of Automatic Data Processing, Inc. (a global technology company), Micron Technology, Inc. (a memory and storage solutions business), and Eastman Chemical Company (a global specialty materials company). In addition, Ms. Haynesworth is an advisory board member of the US Department of Defense Business Board.

 

Qualifications and Skills:

 

Ms. Haynesworth enriches the Truist Board through her deep background in cybersecurity governance, enterprise strategy, large complex system development and disruptive technology integration. She formerly served on the board of directors of the Intelligence and National Security Alliance and the Northern Virginia Technology Council. Ms. Haynesworth provides Truist’s Board a valuable resource, and offers significant insights as cybersecurity and technology play an increasing role in Truist’s operations and businesses.

 

 

 

 

 

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DONNA S.

MOREA

ROYAL OAK, MD

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  CHARLES A.

  PATTON

  N. PRINCE GEORGE, VA

 

Tenure:

•  Since 2012

 

Age: 69

 

Board Committees:

•  Executive

•  Risk

•  Technology (Chair)

 

Public Company Directorship:

•  Science Applications International Corporation

 

     

 

Tenure:

•  Since 2013

 

Age: 67

 

Board Committees:

•  Executive

•  Nominating and Governance

•  Risk (Chair)

 

Professional Experience:

 

Since 2012 Ms. Morea has been the Chairman and Chief Executive Officer of Adesso Group, LLC, which provides consulting and advisory services, with an emphasis on strategic growth opportunities, for businesses of all sizes. Ms. Morea is the Retired President, US, Europe, and Asia Pacific, and former member of the board of CGI, one of the largest global technology firms, where she served for over 30 years. She presently serves as chair of the board of Science Applications International Corporation, a publicly-traded firm that provides technical, engineering, and enterprise information technology services. Ms. Morea is also an Operating Executive of The Carlyle Group, where she focuses on technology and business services. She has also served as the chair of the Northern Virginia Technology Council, which has more than 1,000 member organizations.

 

Qualifications and Skills:

 

Ms. Morea is a nationally recognized executive in IT, software and professional services management with over 40 years of experience and provides valuable insight to Truist in today’s changing competitive environment. In addition, she has broad experience in managing IT and business process services for large enterprises, including companies in such diverse and highly regulated industries as financial services, healthcare and telecommunications. Ms. Morea also makes important contributions to the Truist Board through her executive management experience and knowledge of information technology, given the increasing importance of technology to our operations and businesses.

 

     

Professional Experience:

 

Mr. Patton has served as a consultant and manager of Patton Holdings, LLC (a real estate holding company) since 2007 and manager of PATCO Investments, LLC (emphasizing specialty lending and equity participations) since 1998.

 

Qualifications and Skills:

 

Mr. Patton has served in leadership positions in the financial services industry, including as the President and Chief Executive Officer of Virginia First Savings Bank. In this role, he gained leadership, oversight and risk management skills, as well as financial industry and banking operations expertise. Mr. Patton brings these skills to Truist’s Board and its committees, along with the considerable corporate governance and risk management expertise gained from his service on the Truist Board of Directors and its committees.

 

 

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WILLIAM H.

ROGERS, JR.

CHARLOTTE, NC

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  THOMAS E.

  SKAINS

  CHARLOTTE, NC

 

Tenure:

•  Since 2011

 

Age: 66

 

Board Committees:

•  Executive (Chair)

     

 

Tenure:

•  Since 2009

 

Age: 67

 

Board Committees:

•  Executive

•  Nominating and Governance

•  Risk

 

Public Company Directorships:

•  Duke Energy Corporation

•  National Fuel Gas Company

 

Professional Experience:

 

Mr. Rogers has been the Chief Executive Officer of Truist and Truist Bank since September 2021 and has served as Chairman of the Board of Directors since March 12, 2022. Previously, he served as President and Chief Operating Officer of Truist and Truist Bank since December 7, 2019. He is the former Chairman and CEO of SunTrust Banks, Inc. He was named Chairman of SunTrust in 2012 after being elected to the board in 2011 and was named Chief Executive Officer in June 2011.

 

Qualifications and Skills:

 

Mr. Rogers serves on the board of the Bank Policy Institute and served as the Sixth District representative on the Federal Advisory Council of the Board of Governors of the Federal Reserve System from 2017 through 2019. He is currently serving as the Fifth District representative on the Federal Advisory Council. He is also a board member of the Boys & Girls Clubs of America and Charlotte Center City Partners, and serves as a member of the Emory University Board of Trustees and on the Global Board of Advisors for Operation HOPE, Inc. He is also a member of the Charlotte Executive Leadership Council.

 

Mr. Rogers contributes to the Truist Board in several ways, including his extensive experience in the financial services industry and expertise in risk management strategy and corporate governance.

 

     

Professional Experience:

 

Mr. Skains served as Chairman, President and Chief Executive Officer of Piedmont Natural Gas Company, Inc. from 2003 until its acquisition in October 2016 by Duke Energy Corporation.

 

Qualifications and Skills:

 

Mr. Skains is our independent Lead Director and brings extensive leadership and strategic planning skills to Truist through his experience as the Chairman, President and Chief Executive Officer of Piedmont Natural Gas, a major natural gas utility in the Southeast. Mr. Skains also brings a wealth of corporate governance and risk management expertise and knowledge of environmental regulations gained through his former role at Piedmont Natural Gas, and as a director of Duke Energy Corporation and National Fuel Gas Company. His experience in the highly regulated natural gas industry is especially valuable given the high degree of regulation that exists in the financial services industry. The Board of Directors believes that Mr. Skains’ extensive experience provides an effective counterbalance to the non-independent members of the Board and well-qualifies him to serve as our independent Lead Director. Mr. Skains has served on the boards of several prominent civic and business associations, providing him with extensive community relations experience.

 

 

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LOGO   

LAURENCE

STEIN

RYE, NY

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  BRUCE L.

  TANNER

  COLLEYVILLE, TX

 

Tenure:

•  Director nominee

 

Age: 56

 

     

 

Tenure:

•  Since 2015

 

Age: 65

 

Board Committees:

•  Audit

•  Compensation and Human Capital

 

Public Company Directorship:

•  American Tower Corporation

 

Professional Experience:

 

Mr. Stein retired in 2023 as Executive Vice President and Chief Operating Officer, Asset & Wealth Management, at Goldman Sachs, where he was a member of the Management Committee. Prior to his role in Asset & Wealth Management, he served as the firm’s Chief Administrative Officer from 2018 to 2022. His experience at Goldman Sachs also includes serving as the Global Head of the Operations Division, the Chief Operating Officer of the Securities Division and the Chief Financial Officer of the Investment Banking Division. After joining Goldman Sachs in 1996, Mr. Stein was named Managing Director in 2003 and Partner in 2006. Mr. Stein began his career at Ernst & Young.

 

Qualifications and Skills:

 

Having spent 27 years at Goldman Sachs serving in senior leadership roles across multiple lines of business, Mr. Stein has a strong background in the financial services industry. Throughout his extensive tenure at Goldman Sachs, Mr. Stein demonstrated a proven track record of increasing efficiency, streamlining operations and driving growth while not compromising controls and risk management. These skills, and his experience in a broad range of businesses and functions within a large, complex financial services firm, including asset and wealth management, securities, investment banking, finance, operations, technology, and risk, will make Mr. Stein a valuable addition to our Board.

 

     

Professional Experience:

 

Mr. Tanner retired in August 2019 as an Executive Vice President and Strategic Advisor for Lockheed Martin Corporation. From 2007 to February 2019, he served as Executive Vice President and Chief Financial Officer for Lockheed Martin. As Chief Financial Officer, he was responsible for all aspects of Lockheed’s financial strategies, processes and operations. He also served as Vice President of Finance and Business Operations at Lockheed Martin Aeronautics, where he was responsible for all business aspects of the company, including financial management, accounting, estimating, contracts and program finance. Mr. Tanner also serves on the board of directors of American Tower Corporation, a publicly-traded real estate investment trust.

 

Qualifications and Skills:

 

Mr. Tanner brings a wealth of global financial leadership experience from his tenure at Lockheed Martin, where he led the finance organization through an extended period of significant growth, including numerous acquisitions. His public company experience and expertise in both finance and M&A are instrumental and contribute to the Board’s role in overseeing our operations.

 

 

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LOGO   

STEVEN C.

VOORHEES

JACKSONVILLE

BEACH, FL

           

 

 

   

   

   

   

 

Tenure:

•  Since 2018

 

Age: 69

 

Board Committees:

•  Audit

•  Compensation and Human Capital (Chair)

•  Executive

 

     

 

 

 

  

 

Professional Experience:

 

Prior to his retirement in March 2021, Mr. Voorhees served as the President and Chief Executive Officer and as a director of WestRock Company, an international provider of paper and packaging solutions. Before being named to his role at WestRock, he served as the Chief Executive Officer and as a director of a predecessor entity, RockTenn Company. Before joining RockTenn, he served in various operations and executive roles at Sonat, Inc., a diversified energy company.

 

Qualifications and Skills:

 

Mr. Voorhees has extensive business experience in senior executive roles that he adds to the Truist Board. In addition, he has broad management and financial experience, including having served as a director, chief executive officer and chief financial officer of a large, publicly-traded company. His more than 20 years of experience with growing a company and M&A lends to his continued contributions to the Board. Mr. Voorhees is a trustee of the University of Virginia Darden School Foundation and a director of 3DE by Junior Achievement.

 

     

 

 

 

 

 

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Standing Board Committee Membership and Lead Director Responsibilities

 

 

Pursuant to Truist’s Corporate Governance Guidelines, directors are expected to attend the Board meetings, the meetings of the Board committees on which they serve, and the annual meeting of shareholders. All of our directors attended the 2023 annual meeting of shareholders.

The table below shows director membership on each of our six standing committees as of the date of this proxy statement: Audit; Compensation and Human Capital; Executive; Nominating and Governance; Risk; and Technology. The charter for each of these committees is accessible on our website at https://ir.truist.com/Board-Committees, but these charters are not incorporated into this proxy statement by reference. The table also includes the members of the Trust Committee of our principal banking subsidiary, Truist Bank.

Each Board member attended more than 75% of the aggregate number of Board meetings, and meetings of the committees on which he or she served, during his or her tenure in 2023. Our Board members also attend Board development sessions in addition to other Truist events throughout the year. During 2023, the full Board of Directors held 15 meetings.

The following pages provide detail on the responsibilities of our independent Lead Director and each standing committee, including the current members, the principal functions and the number of meetings held in 2023.

 

Director

Audit

 Committee 

 

 Compensation 

and Human

Capital

Committee

Executive

 Committee 

 Nominating 

and

 Governance 

Committee

Risk

 Committee 

 Technology 

Committee

Trust 

Committee(1)

               

Jennifer S. Banner

               

K. David Boyer, Jr.

Chair

               

Agnes Bundy Scanlan

Chair

               

Dallas S. Clement

Chair

               

Patrick C. Graney III

               

Linnie M. Haynesworth

               

Donna S. Morea

Chair

               

Charles A. Patton

Chair

               

William H. Rogers, Jr.

Chair

               

Christine Sears(2)

               

Thomas E. Skains(3)

               

Bruce L. Tanner

Steven C. Voorhees

Chair

 

(1) The Trust Committee is a committee of the Board of Directors of Truist Bank.

(2) Ms. Sears has indicated a preference to not be nominated for reelection at our Annual Meeting and will retire from the Board at the meeting.

(3) Independent Lead Director.

 

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Proposal 1—Election of Directors

 

Independent Lead Director

 

 

 Thomas E. Skains

  

 

Key Responsibilities

  

  Assists the Chairman and other Board members in effectively overseeing the direction and management of Truist.

 

  Convenes, sets the agenda for, and chairs executive sessions of the non-management directors following each regularly scheduled Board meeting.

 

  Presides at all Board meetings at which the Chairman is not present (including executive sessions).

 

  Takes responsibility for feedback and engagement with the CEO on executive sessions.

 

  Has the authority to call and preside over meetings of the independent directors.

 

  Leads the Board’s annual review and evaluation of Truist’s executive officer succession plan.

 

  Acts as Chairman in the event the current Chairman is unable to continue his responsibilities until a successor Chairman can be elected by the Board.

 

  Collaborates with the Chairman and Chief Executive Officer in developing the agenda for meetings of the Board and approves such agendas.

 

  Solicits the non-management directors for advice on agenda items for meetings of the Board.

 

  Consults with the Chairman and Chief Executive Officer on, and approves, information that is sent to the Board in preparation for and at Board meetings.

 

  Collaborates with the Chairman and Chief Executive Officer and the chairs of the standing committees in developing and managing the schedule of meetings of the Board and approves all Board and committee meeting schedules.

 

  Facilitates teamwork and communication among the independent directors and the Chairman and Chief Executive Officer.

 

  If requested by major shareholders, makes himself reasonably available for consultation and direct communication.

 

  If the positions of Chairman and CEO are combined and the individual serving as Chairman and CEO also serves as the Chair of the Executive Committee, the Lead Director serves as a member of the Executive Committee, approves the scheduling of Executive Committee meetings, suggests matters for inclusion on the Executive Committee agendas and approve such agendas, approves information sent to Executive Committee members in preparation for and at Executive Committee meetings and presides at all meetings of the Executive Committee at which the Chair is not present (including executive sessions).

 

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Proposal 1—Election of Directors

 

Audit Committee

 

 

 Dallas S. Clement

  Chair

 

  13 Meetings in 2023

 

 Committee Members:

 

  Jennifer S. Banner

  Dallas S. Clement

  Patrick C. Graney III

  Christine Sears

  Bruce L. Tanner

  Steven C. Voorhees

  

 

Key Committee Responsibilities:

 

  

 

  

  Assists the Board in its oversight of the integrity of our financial statements and disclosures.

 

  Responsible for the appointment, compensation, retention and oversight of the work of the independent auditor for the purpose of preparing or issuing an audit report or performing other audit, review or attest services.

 

  Preapproves all auditing services and permitted non-audit services to be performed by the independent auditor.

 

  Assists the Board in oversight of Truist’s internal control processes.

 

  Monitors financial risks and exposures and reviews with management the steps management has taken to monitor, minimize or control such risks or exposures.

 

  Evaluates the qualifications, performance and independence of the independent auditor, including a review and evaluation of the lead audit partner.

 

  Oversees Truist’s internal audit function and receives regular reports from the Chief Audit Officer.

 

  Periodically reviews, recommends changes to, and monitors compliance with the Policy and Procedures for Accounting, Securities and Legal Violations.

 

  Periodically reviews and discusses with management, Truist’s controls and procedures with respect to environmental, social and governance data disclosed by Truist, including emissions and other climate-related data.

 

  Discusses with Truist’s Chief Legal Officer legal matters that may be disclosable or that may have a material impact on Truist.

 

  Periodically receives updates from management regarding, and reviews and approves Truist’s disclosure policy for, the regulatory disclosure requirements established by the Basel Committee on Banking Supervision, as implemented by the applicable U.S. banking agencies.

Compensation and Human Capital Committee

 

 

 Steven C. Voorhees

  Chair

 

  9 Meetings in 2023

 

 Committee Members:

 

  Patrick C. Graney III

  Christine Sears

  Bruce L. Tanner

  Steven C. Voorhees

  

 

Key Committee Responsibilities:

  

  Manages the duties of the Board related to executive compensation.

 

  Reviews and approves a statement of Truist’s compensation philosophy, principles and practices.

 

  Determines the compensation of the CEO and any person designated as an “officer” by the Board for purposes of Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder.

 

  Responsible for oversight and review of our compensation and benefit plans.

 

  Provides input on human capital strategy for Truist, including talent management and diversity, equity and inclusion.

 

  Recommends compensation and benefits for directors.

 

  Engages a compensation consultant to make recommendations relating to overall compensation philosophy, the peer group to be used for external comparison purposes, short-term and long-term incentive compensation plans, and related compensation matters.

 

  Oversees and evaluates the design, administration and risk management of material incentive compensation arrangements and programs, including Truist’s clawback policy.

 

  Oversees the Company’s strategies and initiatives on employee diversity, equity and inclusion, teammate engagement and well-being and human capital metrics and reporting, unless otherwise addressed by the Board.

 

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Proposal 1—Election of Directors

 

Executive Committee

 

 

 William H. Rogers, Jr.

  Chair

 

  4 Meetings in 2023

 

 Committee Members:

 

  K. David Boyer, Jr.

  Agnes Bundy Scanlan

  Dallas S. Clement

  Donna S. Morea

  Charles A. Patton

  William H. Rogers, Jr.

  Thomas E. Skains

  Steven C. Voorhees

 

  

 

Key Committee Responsibilities:

  Authorized to exercise all powers and authority of the Board in the management of the business and affairs of the Company during the intervals between Board meetings, to the extent permitted by applicable law.

Nominating and Governance Committee

 

 

 Agnes Bundy Scanlan

  Chair

 

  9 Meetings in 2023

 

 Committee Members:

 

  Agnes Bundy Scanlan

  Dallas S. Clement

  Charles A. Patton

  Thomas E. Skains

  

 

Key Committee Responsibilities:

 

  

 

  

  Reviews the qualifications and independence of members of the Board and its committees.

 

  Annually reviews and makes recommendations on the composition and structure of the Board and its committees, including the chair of each committee.

 

  Identifies and recommends to the Board director nominees for election by shareholders at the annual meeting of shareholders.

 

  Provides guidance and oversight on corporate governance and related matters, including corporate responsibility and sustainability issues.

 

  Oversees the annual performance of the Board and its committees.

 

  Oversees Truist’s emergency CEO succession and continuity planning.

 

  Oversees and evolves as appropriate the Board Development Program, and any other director orientation and continuing education programs.

 

  Reviews and monitors compliance with Truist’s Code of Ethics.

 

  Oversees management’s integration of Truist’s purpose, values and culture with its strategy and objectives.

 

  Reviews feedback from our shareholder engagement program and oversees our corporate responsibility and sustainability reporting.

 

  Oversees Truist’s policies, programs, strategies and practices related to environmental, social and humanitarian matters.

 

  Oversees Truist’s policies and practices related to political contributions and lobbying.

 

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Table of Contents

Proposal 1—Election of Directors

 

Risk Committee

 

 

 Charles A. Patton

  Chair

 

  12 Meetings in 2023

 

 Committee Members:

 

  Agnes Bundy Scanlan

  Linnie M. Haynesworth

  Donna S. Morea

  Charles A. Patton

  Thomas E. Skains

  

 

Key Committee Responsibilities:

  

  Assists the Board in its oversight of Truist’s risk management framework, including the significant policies, programs and plans established by management to identify, measure, monitor, assess, manage, and report on risks arising from Truist’s exposures and business activities.

 

  Reviews processes for identifying, assessing, monitoring and managing compliance, credit, liquidity, market, operational (including information technology and client information), corporate responsibility and sustainability (including climate change), and reputational and strategic risks.

 

  Oversees the effectiveness of Truist’s risk management policies and procedures and monitors trends in emerging and ongoing risks.

 

  Receives periodic reports on, and reviews of, Truist’s risk management framework and risk management programs and their results.

 

  Discusses with management, including the Chief Risk Officer (who reports directly to the Risk Committee), our major risk exposures and reviews the steps management has taken to identify, monitor and control such exposures.

 

  Approves the appointment and removal of the Chief Risk Officer, annually reviews the Chief Risk Officer’s performance, and annually makes a recommendation to the Compensation and Human Capital Committee with respect to the compensation of the Chief Risk Officer consistent with the safety and soundness of the Company.

 

  Reviews and submits the Company’s CCAR and stress test submissions and resolution plans for review and approval by the Board as a whole.

 

  Approves statements defining Truist’s risk appetite, monitors our risk profile and provides input to management regarding our risk appetite and risk profile.

 

  Oversees management’s implementation and management of, and adherence to, Truist’s significant risk management strategy, policies, procedures, limits and tolerances.

 

  Provides oversight of the Company’s progress on corporate responsibility and sustainability risk management initiatives and activities.

Technology Committee

 

 

 Donna S. Morea

  Chair

 

  9 Meetings in 2023

 

 Committee Members:

 

  Jennifer S. Banner

  K. David Boyer

  Linnie M. Haynesworth

  Donna S. Morea

  

 

Key Committee Responsibilities:

  

  Assists the Board in its oversight of the Company’s technology strategy and operations, and significant investments in support of such strategy and operations.

 

  Assists the Board and the Risk Committee in oversight of technology risks.

 

  Receives reports from management on the Company’s technology strategy and operations, significant technology investments and related technological progress, and trends that may affect the Company’s technology strategy and operations.

 

  Reviews the Company’s technology strategy and operations and associated expenditures for the Company and its business segments.

 

  Reviews or discusses the Company’s technology policies, standards and controls.

 

  Reviews significant technology investments in support of the Company’s technology strategy and operations.

 

  Receives reports from members of management regarding the Company’s practices, management and functioning of technology operations and information security risks, including reports related to the assessment, analysis, and mitigation of such risks.

 

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Proposal 1—Election of Directors

 

Compensation of Directors

 

 

2023 Director Compensation Table

 

  Name(1) Fees Earned or
Paid in Cash
($)
Stock Awards
($)(2)

 Total 

($)

Jennifer S. Banner

  115,000   173,827   288,827
       

K. David Boyer, Jr.

  135,000   173,827   308,827
       

Agnes Bundy Scanlan

  145,000   173,827   318,827
       

Anna R. Cablik(3)

  115,000   173,827   288,827
       

Dallas S. Clement

  145,000   173,827   318,827
       

Paul D. Donahue(3)

  100,000   173,827   273,827
       

Patrick C. Graney III

  115,000   173,827   288,827
       

Linnie M. Haynesworth

  115,000   173,827   288,827
       

Kelly S. King(3)

  115,000   173,827   288,827
       

Easter A. Maynard(3)

  115,000   173,827   288,827
       

Donna S. Morea

  160,000   173,827   333,827
       

Charles A. Patton

  145,000   173,827   318,827
       

Nido R. Qubein(3)

  115,000   173,827   288,827
       

David M. Ratcliffe(3)

  115,000   173,827   288,827
       

Frank P. Scruggs, Jr.(3)

  115,000   173,827   288,827
       

Christine Sears(4)

  115,000   173,827   288,827
       

Thomas E. Skains

  165,000   173,827   338,827
       

Bruce L. Tanner

  115,000   173,827   288,827
       

Thomas N. Thompson(3)

  115,000   173,827   288,827

Steven C. Voorhees

  145,000   173,827   318,827

 

(1)   William H. Rogers, Jr. is not included in this table, because, during 2023, he is identified as a named executive officer and his compensation received for his service as a named executive officer is reflected in the 2023 Summary Compensation Table.

 

(2)   In February 2023, each then serving non-employee director of Truist Financial Corporation received 3,833 restricted stock units. The grant date fair value was $45.35 for each unit, and the Restricted Stock Unit (“RSU”) awards vested on December 31, 2023. The amounts in this column reflect the grant date fair value for RSU awards for the fiscal year ended December 31, 2023, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in the calculation of these amounts for awards granted in 2023 are included in Note 15 “Benefit Plans” in the “Notes to Consolidated Financial Statements” included within Truist’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. See the “Stock Ownership Information” table on page 87 for information regarding our current directors’ beneficial ownership of Truist shares as of January 31, 2024.

 

(3)   Kelly S. King, Nido R. Qubein, David M. Ratcliffe and Thomas N. Thompson retired from the Board, effective December 31, 2023, due to these directors reaching Truist’s mandatory retirement age, and Anna R. Cablik, Paul D. Donahue, Easter A. Maynard and Frank P. Scruggs, Jr. concluded their service on the Board, effective December 31, 2023.

 

(4)   Ms. Sears has indicated a preference to not be nominated for reelection at our Annual Meeting and will retire from the Board at the meeting.

NARRATIVE TO 2023 DIRECTOR COMPENSATION TABLE

On an annual basis, the Compensation and Human Capital Committee reviews the compensation paid to our directors and makes recommendations to the Board regarding any changes. Working with its compensation consultant, the Compensation and Human Capital Committee annually assesses the competitiveness of Truist’s director compensation program relative to our peers. In making this assessment, the Compensation and Human Capital Committee reviews (i) the individual pay components of our program relative to the pay components for directors at our peers, (ii) the average total compensation of our Board members relative to directors at our peers and (iii) our aggregate Board compensation as compared to our peer group.

 

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Proposal 1—Election of Directors

 

 

 

The director compensation shown in the table above reflects total compensation paid to each director for service as a member of the Boards of both the Company and Truist Bank. A director who is also a teammate of Truist or its subsidiaries is not eligible to receive any equity, retainer or fees for service on either Board.

The table below shows the fees paid to our non-employee directors for 2023. In its annual review of our director compensation program for 2024, the Compensation and Human Capital Committee determined that no adjustments needed to be made to the fees our non-employee directors are entitled to receive for 2024.

Each director receives a base retainer of $100,000. The Lead Director, committee chairs (other than Mr. Rogers, who receives no additional compensation for his role as Chair of the Executive Committee) and non-chair members of the Audit and Risk Committees receive the additional retainers set forth below.

 

Amount of Annual Retainer

 

Position

   

$100,000

 

  Each non-employee director

   

$50,000

 

  Lead Director

   

$45,000

 

  Chair of the Audit Committee

  Chair of the Risk Committee

  Chair of the Technology Committee

   

$30,000

 

  Chair of the Compensation and Human Capital Committee

  Chair of the Nominating and Governance Committee

   

$20,000

 

  Chair of the Truist Bank Trust Committee

$15,000

 

  All non-chair members of the Audit and Risk Committees

 

 

 

Director Equity Awards

 

 

For 2023 and 2024 service, the Board approved $180,000 in equity-based compensation, issued in the form of RSUs that 100% vest at the end of the year.

 

 

 

If Board service is terminated due to disability or death, all unvested RSUs granted to a non-employee director would fully vest as of the date of disability or death.

 

 

 

If Board service is terminated for any other reason, any unvested RSUs outstanding as of the date of termination would be forfeited.

 

 

 

Upon a change of control, all unvested RSUs would become fully vested and a corresponding number of shares of Truist common stock would be issuable to each director holding such RSUs.

 
 

 

 

   

Non-Employee Directors’ Deferred Compensation Plan. The Truist Amended and Restated Non-Employee Directors’ Deferred Compensation Plan permits participating non-employee directors to defer 50% or 100% of their retainer fees into a deferred savings account and also to defer 100% of their equity compensation awards. Participating non-employee directors make an election upon entering the plan regarding the deferral of their non-employee director fees and equity compensation awards and the form of distributions under the plan. Deferrals of retainer fees are fully vested at all times and are payable in cash after termination of the director’s service on the Board. Deferred equity awards are payable in Truist shares after termination of a director’s service on the Board.

Stock Ownership Guidelines. Truist requires each non-employee director to hold or control an amount of common stock having a value equal to at least 5x the amount of his or her annual cash retainer paid by Truist for such director’s services. All non-employee directors are expected to meet this ownership requirement by the later of (i) five years following initial appointment as a director, or (ii) such period of time as it may take to reach the ownership requirement threshold by holding shares or RSUs granted by Truist pursuant to the equity compensation arrangements for directors. All current directors either met the minimum ownership requirement or were still within the time frame allowed to achieve such ownership as of December 31, 2023.

 

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Corporate Governance

 

The Board of Directors regularly reviews Truist’s corporate governance program taking into account best practices, recent developments and the requirements of applicable laws and regulations.

 

Key Corporate Governance Documents

 

Please visit our website at https://ir.truist.com under “Governance & Responsibility” to view our corporate governance documents. Shareholders may also request a copy of any of these documents, which are not incorporated into this proxy statement by reference, by contacting our Corporate Secretary at:

 

Truist Financial Corporation

Attn: Corporate Secretary

214 N. Tryon Street

43rd Floor, Mail Code 500-93-43-13

Charlotte, North Carolina 28202

  

 

  Corporate Governance Guidelines

 

  Articles of Incorporation and Bylaws

 

  Charters for each of the Company’s standing Board committees

 

  Code of Ethics

 

  Accounting, Securities and Legal Violations Policy

 

Corporate Governance Practices

 

Our governance practices promote board effectiveness and shareholder interests. Our key corporate governance practices are summarized below:

 

 

Independence

 

  Independent Board of Directors: 92% of our current directors are independent, and our Audit, Compensation and Human Capital and Nominating and Governance Committees are composed entirely of independent directors.

 

  Independent Lead Director: Thomas E. Skains serves as our Lead Director, continuing our practice of providing a strong, independent voice to this position. Our Lead Director serves an important governance function by providing strong leadership for non-management and independent directors, and serves on our Executive Committee. Our Corporate Governance Guidelines discuss the responsibilities placed on our Lead Director, which we believe provide an effective counter-balance to the Chairman and CEO role at Truist. See “Board Leadership Structure—Independent Lead Director.”

 

  Hedging/Pledging of Shares: We prohibit hedging and pledging of our common stock by directors and executive officers.

 

Accountability and Shareholder Engagement

 

  Strong Board Structure and Governance Practices: Our Board of Directors and committee structure is aligned to position the Company for the economic, regulatory, technological and competitive challenges that await. Our Board members conduct self-assessments annually and committee rotation is also considered on an annual basis.

 

  Robust Shareholder Engagement Program: We have a formal shareholder engagement program through which we seek feedback on our governance practices from our largest shareholders. The feedback we receive is communicated directly to our Nominating and Governance Committee and is considered in determining whether changes are needed to our corporate governance practices.

 

  Clawbacks: We have an Executive Compensation Recoupment Policy and make all executive awards (cash and equity other than base salary) subject to recoupment as determined by the Compensation and Human Capital Committee.

 

  Executive Risk Scorecard: We utilize an executive risk scorecard, which the Compensation and Human Capital Committee may use to reduce incentive compensation for negative risk outcomes.

 

  Comprehensive Board Development: Our Board Development Program provides a formal framework designed to support the directors’ performance of their responsibilities as members of the Board and Board committees.

 

 

 

 

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Corporate Governance

 

 

 

 

 

Corporate Responsibility and Sustainability

 

  Corporate Responsibility and Sustainability: We publish an annual Corporate Responsibility Report highlighting our good stewardship of the natural resources entrusted to us, our promotion of teammate and community well-being, and our strong corporate governance program. In 2023, we released our second TCFD Report to provide stakeholders an update on the Company’s efforts to measure and share climate-related risks, opportunities, goals and progress, with plans to publish our next TCFD Report in April 2024. Our Nominating and Governance Committee reviews our Corporate Responsibility and sustainability reports, oversees the Company’s corporate responsibility and sustainability matters and management’s integration of our purpose, values and culture within Truist. Our Risk Committee provides oversight of the Company’s progress on corporate responsibility and sustainability risk management initiatives and activities. Our Audit Committee periodically reviews Truist’s controls and procedures with respect to corporate responsibility data.

 

  Diversity, Equity and Inclusion: At Truist, we are actively pursuing a diverse culture and creating an equitable and inclusive environment where diverse perspectives are shared and respected. We understand the importance of diversity to the growth of our teammates and the development of our communities. Our Compensation and Human Capital Committee oversees these efforts at Truist.

 

Shareholder Support

 

  Special Meetings: Truist’s bylaws permit shareholders owning 20% or more of our common stock to call a special meeting of shareholders.

 

  Proxy Access: Our bylaws provide for proxy access that allows a shareholder or group of up to 20 shareholders that has held at least 3% of our common stock for at least three years to nominate up to 25% of the Board (or at least two directors) and have those nominees appear in our proxy statement, subject to notice and other specific requirements in our bylaws.

 

  No Supermajority Vote Provisions: Our bylaws do not contain supermajority vote requirements.

 

  Majority Voting for Directors: All director nominees in uncontested elections must be elected by an affirmative vote of the majority of votes cast.

 

  Annual Elections: Each of our directors is elected for a one-year term expiring at the next annual meeting of shareholders.

 

  Stock Ownership Guidelines: By requiring our CEO to own stock equal to 6x his annual salary, other executive officers to own stock equal to 3x their annual salary and directors to own stock equal to 5x their annual cash retainer, we aim to align their interests to those of our shareholders.

 

  Mandatory Director Retirement Age: Under our Corporate Governance Guidelines, directors must retire from service at the end of the calendar year in which they turn 75 years of age.

 

 

 

Corporate Governance Guidelines

 

 

Our Corporate Governance Guidelines provide the framework for fulfillment of the Board’s corporate governance duties and responsibilities, taking into consideration corporate governance best practices, recent developments and applicable laws and regulations. The Corporate Governance Guidelines address a number of matters applicable to directors, including director qualification standards, director independence requirements, share ownership guidelines, Board responsibilities, Board development, role of the independent Lead Director, retirement, meetings of non-management directors and director compensation.

DIRECTOR INDEPENDENCE

Our Board of Directors is committed to maintaining objective, independent oversight of management. The value we place on the independence of our directors is reflected in our corporate governance documents, Board committee charters, annual independence review of our Board members and the role of our Lead Director.

In determining director independence, our Board considers the New York Stock Exchange’s (“NYSE”) independence criteria and the standards set forth in our Corporate Governance Guidelines. Consistent with NYSE rules, our Board of Directors broadly considers all relevant facts and circumstances that bear on the materiality of each director’s relationship with Truist, including the potential for conflicts of interest, when determining director independence. In making an independence determination, no director qualifies as “independent” unless the Board affirmatively determines that the director has no material relationship, and has not had such a relationship within the past three years, with Truist or any of its subsidiaries.

 

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Corporate Governance

 

 

 

To assist it in making independence determinations, our Board of Directors has adopted categorical standards, which are contained in our Corporate Governance Guidelines. These director independence standards reflect, among other items, the NYSE independence requirements and other applicable laws and regulations related to director independence, and address certain relationships that the Board has determined affect a director’s independence. These standards are designed to assist the Board of Directors in determining director independence and include:

 

 

Business Relationships

 

 

The Board reviews whether loans to directors and their related interests from Truist have been made in compliance with the provisions of Federal Reserve Board Regulation O and have been made in the ordinary course of business, on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons, and do not involve more than the normal risk of collectability or present other unfavorable features, and whether any of such credits should be classified as nonaccrual, restructured, or potential problem loans. Extensions of credit made in compliance with Regulation O will not negate a director’s independence.

 

 

 

The Board reviews whether a director’s deposit, investment, fiduciary or other relationships with Truist are conducted in the ordinary course of business on substantially the same terms and conditions as are otherwise available to non-affiliated clients for comparable transactions.

 

Contributions to Charities

 

 

Contributions to charitable or non-profit organizations of which a director is an executive officer will not establish a material relationship with Truist that would negate the director’s independence if:

 

 

   

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 organization’s consolidated gross revenues for that fiscal year (excluding any contributions made or pledged pursuant to a matching gift program that is not deemed to be a material relationship); and

 

 

   

The charitable or non-profit organization is not a family foundation created by the director or an immediate family member of the director.

 

 

 

 

 

 

 

Employment or Affiliated Relationships

 

 

A director is not independent if:

 

 

   

during the past three years, the director has been an employee of Truist or the director has an immediate family member who has been an executive officer of Truist or any of its subsidiaries;

 

 

   

during the past three years, the director has received, or has an immediate family member who is an executive officer of Truist and has received, more than $120,000 during any twelve-month period in direct compensation from Truist or any of its subsidiaries;

 

 

   

the director is a partner of or employed by the internal or external auditor of Truist, has an immediate family member who is a partner of the internal or external auditor of Truist, or has an immediate family member who is employed in a professional capacity by the internal or external auditor of Truist and personally works on Truist’s audit;

 

 

   

during the past three years, the director was, or had an immediate family member who was, a partner or employee of Truist’s internal or external auditor and personally worked on Truist’s audit;

 

 

   

the director was, during the past three years, employed by, or had an immediate family member who was employed as an executive officer of, another company where any executive officer of Truist or any of its subsidiaries served on that company’s compensation committee of the board of directors; or

 

 

   

the director was, during the past three years, an executive officer or an employee, or had an immediate family member who was an executive officer, of a company that made payments to or received payments from Truist or any of its subsidiaries for property or services in an amount which, in any single fiscal year, exceeded the greater of $1 million or 2% of such other company’s consolidated gross revenues.

 

 

 

 

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Director Independence Review Process

The Nominating and Governance Committee assists the Board by annually evaluating the independence of each prospective and incumbent director using the foregoing standards and such other factors as the Nominating and Governance Committee deems appropriate, and makes a recommendation to the Board regarding the independence of each such person. As a part of this evaluation process, the Nominating and Governance Committee also considers each director’s occupation, other publicly held company directorships, personal and affiliate transactions with Truist and its subsidiaries, relationships considered in accordance with our Related Person Transactions Policy, and other relevant direct and indirect relationships that may affect independence. In particular, the Board considered Truist’s purchase or provision of products or services during the last three years from or to each entity where a director, including Messrs. Clement and Stein, was an executive officer or employee of such entity, or had an immediate family member who was an executive officer of such entity, and where that entity made payments to or received payments from Truist or any of its subsidiaries for products or services; however, all such transactions were made: (a) in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable services provided to unrelated third parties, (b) in the aggregate for any single fiscal year, did not exceed 0.25% of Truist’s or such other entity’s gross revenue, and (c) were immaterial to both Truist and the other entity.

After duly considering all such information, our Board of Directors has affirmatively determined that the following current directors or nominees have no disqualifying material relationships with Truist or its subsidiaries and are independent:

 

 

   Jennifer S. Banner

 

   Dallas S. Clement

 

   Donna S. Morea

 

   Laurence Stein

   K. David Boyer, Jr.

 

   Patrick C. Graney III

 

   Charles A. Patton

 

   Bruce L. Tanner

   Agnes Bundy Scanlan

 

   Linnie M. Haynesworth

 

   Thomas E. Skains

 

   Steven C. Voorhees

 

The Board of Directors also affirmatively determined that Christine Sears, who expressed a preference not to standing for reelection at the Annual Meeting, and the directors who retired or concluded service on December 31, 2023 were independent. William H. Rogers, Jr. was deemed not to be independent due to his role as a current executive officer of Truist. Each member of the Audit Committee, the Compensation and Human Capital Committee and the Nominating and Governance Committee has been determined by the Board to be “independent” in accordance with the requirements of the NYSE, SEC, and our Corporate Governance Guidelines.

For more details on our independence requirements, see our Corporate Governance Guidelines, which are not incorporated into this proxy statement by reference, but which can be found on the Investor Relations page of our website at https://ir.truist.com under “Governance & Responsibility”—“Corporate Governance”.

CHANGES TO JOB RESPONSIBILITIES OR POSITION

If a director changes his or her principal employment activity, position or responsibility, he or she must notify the Chairman of the Board and the Chair of the Nominating and Governance Committee of such change and offer his or her resignation from the Board. Prior to the resignation becoming effective, the Board, through the Nominating and Governance Committee, will review any such change and determine the appropriateness of the director’s continued membership on the Board.

SERVICE ON OTHER BOARDS

A director must advise the Chairman of the Board and the Chair of the Nominating and Governance Committee before accepting an invitation to serve on another public or private company board. If the invitation is to serve on another public company board, the Nominating and Governance Committee will review whether such board service may unduly impact the ability of the director to fulfill his or her responsibilities as a director of Truist and must approve such board service before the director accepts the additional position. A non-employee director of Truist may not serve on more than three other public company boards, and a non-employee director of Truist who is also the chief executive officer of another public company may not serve on more than two public company boards, including the Truist Board. In addition, if a member of the Audit Committee desires to serve on the audit committees of more than a total of three public companies, the Board must approve such additional service before the director accepts the additional position. Executive officers of Truist may serve on one public company board, in addition to the Truist Board, with the approval of the Chief Executive Officer or, in the case of the Chief Executive Officer, the Nominating and Governance Committee.

BOARD DEVELOPMENT

Our Board Development Program provides a formal framework designed to support the directors’ performance of their responsibilities as members of the Board and Board committees. The Board Development Program allows directors to supplement their existing skill sets and stay informed of emerging risks and trends in Truist’s business and the broader financial services industry in general. The Board, through formal annual polling and informal requests throughout the year, identifies areas of focus for development opportunities. Programs and courses are provided by both in-house experts and outside advisors on a wide range of topics to enhance the directors’ knowledge in areas important in carrying out their responsibilities as directors.

 

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To facilitate awareness of outside learning opportunities, Truist makes available to directors a dynamic calendar of relevant programs. Management reports annually to the Nominating and Governance Committee with respect to completed development activity over the past year and plans for future development opportunities.

Newly elected directors undergo an extensive director orientation process. We view the director orientation process as a means to acquaint newly elected directors with our culture, businesses, operations, corporate governance, and risk-management framework and also to further their understanding of Truist’s competitive position within the broader financial-services industry. Additionally, directors newly appointed to any of the Board’s committees attend an orientation to the committee and its duties and operations.

BOARD AND BOARD COMMITTEE SELF-ASSESSMENT

Cadence

On an annual basis, our Board of Directors evaluates its effectiveness and the effectiveness of its committees over the preceding year.

Process

The evaluation process, which includes both (1) written self-assessments of the Board and each committee and (2) one-on-one interviews with each director, is overseen by our Nominating and Governance Committee. For 2023, each director separately interviewed with the Chairman and the Chair of the Nominating and Governance Committee. Before distribution, the Nominating and Governance Committee reviews and approves the content of the written Board and committee self-assessments.

Topics

The written assessments are designed to elicit constructive feedback from each director about the effectiveness of the Board and each committee on which the director serves. Topics covered by the Board self-assessments generally include:

 

 

 

primary Board responsibilities;

 

 

 

management succession and oversight, human capital management, and diversity, equity and inclusion;

 

 

 

director development;

 

 

 

Board interaction with management and availability of outside expertise;

 

 

 

Board structure and operations; and

 

 

 

Board committee structure and philosophy.

 

Topics covered by the Board committee assessments generally include:

 

 

 

primary responsibilities of the applicable committee; and

 

 

 

structure and operations of the applicable committee.

 

Reporting and Action Items

Results of each self-assessment are discussed by the directors in executive sessions of the Board or the applicable committee. This feedback is used to inform Board and committee priorities and practices, and, as appropriate, is discussed with senior management to improve efficiencies and effectiveness. For example, based in part on previous self-assessments, the Board reduced its size in 2023 and provided management with direction on meeting cadence and materials.

SUCCESSION PLANNING AT TRUIST

Human capital management and talent development are a priority for the Board of Directors. Our Corporate Governance Guidelines provide that the Board of Directors is responsible for overseeing an executive officer succession plan, including procedures for Chief Executive Officer selection in the event of an emergency or the retirement of the Chief Executive Officer. On the recommendation of the Nominating and Governance Committee, the Board of Directors has adopted a resolution regarding emergency succession for the Chief Executive Officer. The Lead Director facilitates the Board’s review and evaluation of our executive officer succession plan. As part of the plan, our Chairman and Chief Executive Officer evaluates and recommends potential successors, along with a review of any development plans of such individuals.

 

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Board Leadership Structure

 

 

CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER

Our Board of Directors is led by the Chairman. Under our bylaws, the Chairman is elected by the Board and presides over each Board meeting and performs such other duties as may be incident to the office of Chairman. Our bylaws and Corporate Governance Guidelines each provide that the Chairman may also hold the position of Chief Executive Officer. Truist’s Chairman and Chief Executive Officer is not permitted to serve as a member of any standing Board committee, other than the Executive Committee, the Risk Committee or the Technology Committee. Our Corporate Governance Guidelines provide that when the position of Chairman of the Board is not held by an independent director, the Board will appoint an independent Lead Director.

It is the Board’s current belief that having a unified Chairman and Chief Executive Officer is appropriate and in the best interests of Truist and its shareholders. The Board believes that combining the Chairman and Chief Executive Officer roles at this time provides the following advantages to us:

 

 

 

our Chief Executive Officer is more familiar with our current business and industry than our non-management directors and is best situated to lead discussions on important matters affecting the business of Truist;

 

 

 

combining the Chief Executive Officer and Chairman positions, along with a strong partnership with the independent Lead Director, creates a firm link between management and the Board and promotes both the development and implementation of corporate strategy; and

 

 

 

combining the roles of Chief Executive Officer and Chairman contributes to a more efficient and effective Board, promotes unity of vision for the Company and avoids potential conflict among directors.

 

 

The Board is aware of the potential issues that may arise when an insider chairs the board of a company but believes these are more than offset by existing safeguards, which include the designation of a strong independent Lead Director with a clearly defined role and authority set forth in our Corporate Governance Guidelines and discussed further below.

In addition, our Board regularly meets in executive session, chaired by the independent Lead Director, with the independent directors outside the presence of management. Further, only our independent directors are involved in meetings to discuss succession planning and CEO compensation.

The Board believes its approach to risk oversight, as more fully discussed below under “Risk Oversight,” enables the Board to choose from many leadership structures while continuing to effectively oversee risk.

INDEPENDENT LEAD DIRECTOR

Effective March 12, 2022, Thomas E. Skains was appointed as the Board’s independent Lead Director, subject to the rotation policy for Lead Director service as set forth in our Corporate Governance Guidelines. Our Corporate Governance Guidelines require that our Lead Director (i) be appointed by a majority vote of the independent directors and (ii) serve in such capacity for an initial two-year term (subject to annual election as a director by the shareholders), and may serve for subsequent one-year term(s) at the discretion of the Board. Mr. Skains’ term as Lead Director was recently extended by the Board until March 12, 2025.

Our Board believes that the Lead Director serves an important corporate governance function by providing strong, independent leadership for the non-management directors and provides an appropriate balance to the Chairman and CEO. The Lead Director’s responsibilities, as outlined in our Corporate Governance Guidelines, include:

 

 

 

approving Board agendas and information sent to the Board in preparation for Board meetings;

 

 

 

calling and presiding over meetings of the independent directors;

 

 

 

approving all Board and committee meeting schedules;

 

 

 

chairing executive sessions of non-management directors during scheduled Board meetings; and

 

 

 

if the Chairman and CEO roles are combined and the combined Chairman and CEO serves as Chair of the Executive Committee:

 

 

   

serving as a member of the Executive Committee;

 

 

   

approving Executive Committee meeting schedules, suggesting agenda items, and approving agendas;

 

 

   

approving information sent to Executive Committee members for meetings; and

 

 

   

presiding over Executive Committee meetings at which the Chair is not present (including executive sessions).

 

 

 

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In addition to the formal list of duties performed by our Lead Director as set forth in our Corporate Governance Guidelines, he also meets with regulators, supports shareholder engagement and attends meetings with senior management. A more complete description of the role of our Lead Director is included in our Corporate Governance Guidelines and in the discussion above under “Standing Board Committee Membership and Lead Director Responsibilities.”

Board Size and Qualifications

 

Truist announced changes to the Board in October 2023, including the retirements of Kelly S. King, Nido R. Qubein, David M. Ratcliffe and Thomas N. Thompson, effective December 31, 2023, due to these directors reaching Truist’s mandatory retirement age, and the conclusions of service of Anna R. Cablik, Paul D. Donahue, Easter A. Maynard and Frank P. Scruggs, Jr., effective December 31, 2023. With these changes, the size of the Board was reduced to 13 directors entering 2024, 12 of whom are independent. In addition, Christine Sears has indicated a preference not to stand for reelection and will retire from the Board at the Annual Meeting. Our Board believes that the remaining directors continue to have an appropriate mix of skills and qualifications to lead Truist as it focuses on simplifying and streamlining its business. Of the remaining directors, several have broad experience in regulatory strategy and compliance, including directors who have served as (i) a former regional director with the Consumer Financial Protection Bureau and as Chief Compliance and Privacy Officer for two major financial institutions, (ii) CEO of a regional bank, and (iii) CEO of a major natural gas utility. Each of these directors has experience in leading businesses or operations in a regulated environment and interacting with regulatory agencies. Several directors also have direct experience managing capital and liquidity. In addition to the directors with CEO experience mentioned above, the Board also includes directors who serve or have served as (i) CFO of a major aerospace, defense, information security and technology corporation, (ii) CEO and CFO of a multinational manufacturer of paper and packaging products, and (iii) President and CFO of a large media, technology, and communications conglomerate. In these roles, the directors have overseen the capital structure of their companies and managed liquidity planning and analysis. In addition, our first time nominee identified in this proxy statement, Laurence Stein, will bring valuable experience to the Board in financial services and financial risk management as he recently retired after serving for many years in various senior executive roles with a large, complex financial institution. Our Board will continue to annually evaluate its size and composition.

Nominating and Governance Committee Director Nominations

 

The Nominating and Governance Committee is responsible for identifying and recommending to the Board nominees for election or reelection as directors. We seek as director candidates individuals who possess good judgment, strength of character, and an independent mind, as well as a reputation for integrity and the highest personal and professional ethics in order to most effectively serve the long-term interests of Truist and its shareholders.

The Nominating and Governance Committee considers candidates submitted by directors and third-party search firms hired for identifying director candidates. The Nominating and Governance Committee also considers candidates recommended by shareholders.

Director candidates, including those recommended by shareholders, will be evaluated using the director membership criteria described below. The Board considers the Nominating and Governance Committee’s recommendations when appointing directors and selecting director nominees to be submitted to shareholders for election at the annual meeting of shareholders.

DIRECTOR MEMBERSHIP CRITERIA

A director candidate is nominated to stand for election based on his or her professional experience, strategic insights, recognized achievement in his or her respective field, an ability to contribute to our business, experience in risk management and the willingness to make the commitment of time and effort required of a Truist director over an extended period of time. A director must be “financially literate,” as defined by the Board, and should understand the intricacies of a public company. A director should possess good judgment, strength of character and an independent mind, as well as a reputation for integrity and the highest personal and professional ethics. Other factors are also considered in the context of assessing the overall composition of the Board.

An important goal of the Board, pursued through the Nominating and Governance Committee, is to include members with diverse backgrounds, expertise and characteristics (including diversity of race, ethnicity and gender) that, taken as a whole, will help ensure a strong and effective governing body. The Nominating and Governance Committee annually assesses these factors in the director selection and nomination process. The first time nominee included in this proxy statement, Laurence Stein, was identified by a search firm retained by the Nominating and Governance Committee and was considered by the Nominating and Governance Committee and the Board in accordance with these procedures prior to being nominated for election to the Board.

DIRECTOR CANDIDATES RECOMMENDED BY SHAREHOLDERS

The Board of Directors will consider qualified director nominees recommended by shareholders. Those recommendations should be sent in writing to the Corporate Secretary, Truist Financial Corporation, 214 N. Tryon Street, 43rd Floor, Mail Code 500-93-43-13, Charlotte, North Carolina 28202. The Nominating and Governance Committee will evaluate director candidates recommended by shareholders using the director membership criteria described above.

 

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Majority Voting and Director Resignation Policy

 

 

Our articles of incorporation require each director to be elected by the majority of the votes cast at a meeting of shareholders. Under our Director Resignation Policy, as described in our Corporate Governance Guidelines, any incumbent director nominee who receives a greater number of votes “against” than votes “for” such election shall tender his or her resignation to the Board. The Nominating and Governance Committee will then consider all of the relevant facts and circumstances and recommend to the Board whether to accept, reject or otherwise act with respect to such resignation. The Board will act on the Nominating and Governance Committee’s recommendation within 90 days following certification of the shareholder vote and will publicly disclose its decision within this 90-day timeframe. A director whose resignation is under consideration will abstain from participating in any recommendation or decision regarding that resignation. If a director’s resignation is not accepted, the director will continue to serve until the next annual meeting of shareholders and until the director’s successor is elected and qualified, or until the director’s earlier resignation or removal.

Currently, pursuant to North Carolina law and our bylaws, an incumbent director who is not re-elected remains in office until the director’s successor is elected and qualified or until his or her earlier resignation or removal. Our current Director Resignation Policy addresses this “holdover” issue by requiring any director who does not receive the requisite affirmative majority of the votes cast for his or her reelection to tender his or her resignation to the Board as described above.

Related Person Transactions

 

 

Pursuant to our Related Person Transactions Policy, we approve or ratify related person transactions only when the Board, acting through the Nominating and Governance Committee, determines that the related person transaction in question is in, or is not inconsistent with, the best interests of Truist and its shareholders.

The term “related person transaction,” under the Related Person Transactions Policy, generally means a transaction where the amount involved exceeds $120,000 in a single fiscal year and in which a related person has a direct or indirect material interest. A “related person” under the Related Person Transactions Policy generally means (a) a director, director nominee or executive officer of Truist; (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 consists of 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.

To help the Board assess whether a material relationship exists for both independence and related person transactions purposes, our Board adopted guidance with regard to charitable contributions. Under this guidance, a related person who serves as an executive officer of a charitable or non-profit organization that receives a contribution from Truist will not be deemed to have a direct or indirect material interest in the transaction if:

 

 

 

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 organization’s consolidated gross revenues for that fiscal year; and

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.

 

In addition, to monitor charitable contributions provided by Truist, any charitable contribution in excess of $5 million made by Truist to any charitable or non-profit organization of which a director or executive officer of Truist serves as a director, trustee, executive officer, advisory board member or in any similar leadership capacity must be approved by the Nominating and Governance Committee, whether or not the director or executive officer has a direct or indirect material interest in the contribution. Further, charitable contributions of $500,000 or more to such organizations must be reported at the next Nominating and Governance Committee meeting.

A number of our directors, executive officers, and their affiliates utilize certain products and services offered by Truist, including personal and corporate banking, securities brokerage, investment advisory and wealth management services, in the ordinary course of our business. Our Related Person Transactions Policy provides that certain categories of transactions do not need review or approval of the Nominating and Governance Committee. These include all extensions of credit with related persons that 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 Truist, and that do not involve more than the normal risk of collectability or present other features unfavorable to Truist (although pursuant to Federal Reserve Board Regulation O, extensions of credit to directors, executive officers or their related interests that exceed $500,000 in the aggregate must be approved in advance by the full Board). These transactions also include any provision of financial services to a related person, other than extensions of credit, such as brokerage, banking, insurance, investment advisory, investment banking or asset management services, if the services are

 

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provided in the ordinary course of business, on substantially the same terms as those prevailing at the time for comparable services provided to unrelated third parties and comply with applicable law. In addition, in the ordinary course of business, Truist may use the products or services of organizations of which one of our directors is an officer or director.

Since January 1, 2023, other than as described below, there have been no related person transactions that were required either to be approved or ratified under our Related Person Transactions Policy or reported under the SEC’s related person transaction rules. In connection with the Stone Point Transaction, TIH implemented a program to permit select insurance teammates to co-invest in TIH alongside the private equity fund partners. As part of this program and to facilitate the co-investments, TIH offered teammates the option to finance their investments though pre-qualified term loans secured by the teammate’s equity interests in TIH and paid through deducting 25% of the gross, pre-tax amount of each cash incentive payment made to the teammate in his or role at TIH until paid in full with any remaining balance due at the end of the term. John M. Howard (who at the time was no longer an executive officer of Truist) participated in the co-investment opportunity and took advantage of the financing option by receiving a loan in the amount of $3 million accruing interest at the Applicable Federal Rate on the date of the loan (3.79%). The TIH loan program did not consist of credit that Truist extends in the ordinary course of business to unrelated third parties. As such, the loan to Mr. Howard was ratified by the Nominating and Governance Committee in accordance with our Policy.

Based on information contained in separate Schedule 13G/A filings with the SEC, each of BlackRock, Inc. and The Vanguard Group, Inc. reported that it beneficially owned more than 5% of the outstanding shares of our common stock as of December 31, 2023. During 2023, we, and our affiliates, engaged in transactions in the ordinary course of business with BlackRock and Vanguard, including sales of debt securities of the Company in public offerings of those securities and sales of other fixed income securities by our institutional broker-dealer subsidiary. Such transactions were on substantially the same terms as those prevailing at the time for comparable transactions with unrelated third parties.

Section 16(a) Reports

 

Section 16(a) of the Exchange Act requires our directors, executive officers and any persons who own beneficially more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. To our knowledge, based solely on a review of the reports furnished to us and written representations from reporting persons that all reportable transactions were reported, we believe that during the fiscal year ended December 31, 2023, our officers, directors and greater than 10% owners timely filed all reports they were required to file under Section 16(a).

Shareholder Engagement Program

 

GENERAL

Truist’s shareholder engagement program is a robust, year-round process, incorporating analysis of results of our annual meeting, key topics of importance to our shareholders and Board deliberations. We listen closely to our shareholders to understand their views on a variety of topics, including our executive compensation and corporate governance programs, as well as corporate responsibility and sustainability issues involving the Company. At Truist, our shareholder engagement program is designed to encompass a dialogue with our shareholders on several levels, including:

 

 

 

Periodic telephonic meetings with our larger institutional shareholders;

 

 

In-person, or virtual, meetings with institutional shareholder representatives as requested;

 

 

Responses to shareholder correspondence;

 

 

Dialogue with proponents of shareholder proposals; and

 

 

Engagement with proxy advisory firms.

 

Truist’s Nominating and Governance Committee is responsible for overseeing our shareholder engagement program, which includes meetings with our largest shareholders led by senior management and, in certain cases, our independent Lead Director. Beginning in 2024, we plan to include the Chair of the Nominating and Governance Committee in certain of these discussions.

The shareholder engagement program complements the work performed by our Investor Relations team in regularly communicating with our shareholders, including through investor conferences and meetings, and hosting quarterly earnings calls. Feedback from calls with our shareholders is provided to the Board and the Nominating and Governance Committee as appropriate.

 

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GOALS OF SHAREHOLDER ENGAGEMENT

The goals of our shareholder engagement program include:

 

 

 

Providing our Board and senior management observations from our shareholders on our corporate governance, executive compensation and corporate responsibility and sustainability practices;

 

 

Discussing current trends in corporate governance, corporate responsibility and sustainability and executive compensation matters;

 

 

Offering insight into our current practices and enhancing communication with our largest shareholders; and

 

 

Allowing senior management and the Board to gather information about investor views and priorities and make thoughtful and deliberate decisions that are balanced and considerate of our diverse shareholder base in the best interests of Truist.

 

 

SHAREHOLDER ENGAGEMENT PROCESS

 

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SHAREHOLDER FEEDBACK

In the fall of 2023, we contacted our 50 largest institutional shareholders, representing approximately 52% of our outstanding shares. We invited each of these shareholders to a call with representatives from the Company, including our independent Lead Director in instances in which the shareholder held more than 1% of our outstanding shares. The Truist team met with 14 shareholders during our fall 2023 engagement. Topics discussed at the meetings with these shareholders included (i) corporate governance; (ii) corporate social responsibility and initiatives Truist is pursuing in this area, and (iii) executive compensation matters.

Following these calls, Company senior management reviews shareholder feedback with the Nominating and Governance Committee and other Board committees, as appropriate. Senior management, the Nominating and Governance Committee, and the Board take that feedback into consideration, along with feedback from shareholders received outside of our fall outreach effort and peer practices, when planning future company policies, practices and disclosures in public filings. The Board and senior management endeavor to listen, consider and respond to the results of our shareholder engagement process throughout the year in shaping the goals and objectives of Truist.

During our fall 2023 engagement, shareholders were supportive of the reduction in the size of the Board announced in October 2023 and the Company’s reports and disclosures in areas related to the environment and social issues, including diversity, equity and inclusion initiatives, and provided helpful feedback and views on other topics, such as board self-assessments, director tenure and refreshment, and executive compensation metrics, peer groups, and disclosures. Based on the shareholder feedback during our fall 2023 engagement, we enhanced disclosures in this proxy statement regarding:

 

 

our Board and committee self-evaluation process;

 

 

our recent Board refreshment process;

 

the qualifications and skills of our directors; and

 

 

the relationship between our incentive compensation plans and business strategy.

 

 

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Communications with the Board of Directors

 

 

Any shareholder or other interested party may contact the Board of Directors or any individual director(s) by written communication mailed to:

 

    

Board of Directors

c/o Corporate Secretary

Truist Financial Corporation

214 N. Tryon Street

43rd Floor, Mail Code 500-93-43-13

Charlotte, North Carolina 28202    

 

Any proper communication so received will be processed by the Corporate Secretary on behalf of the Board or any individually named director. Unless, in the judgment of the Corporate Secretary, the matter is not intended or appropriate for the Board, the Corporate Secretary will prepare a summary of the communication for prompt delivery to the appropriate member(s) of the Board.

Corporate Responsibility and Sustainability

 

Truist’s Board of Directors and senior management are committed to an inclusive, balanced and sustainable approach to corporate responsibility and sustainability that delivers long-term value for investors, clients, communities, teammates and other stakeholders. Corporate responsibility and sustainability programs are important expressions of our corporate purpose. This includes investments in communities, innovative technologies and a commitment to responsible business practices and sound governance.

As a top 10 U.S. commercial bank, Truist partners with commercial clients of all sizes and across all industries as they set and achieve their sustainability goals. With a client-first mentality, we continue to build capacity, expand expertise and advisory capabilities and develop new or enhanced products and services that help clients achieve their own corporate responsibility and sustainability objectives.

Truist continues to focus on operational sustainability, including reducing our operational emissions. Across the enterprise, we seek opportunities to conserve or minimize consumption of energy and other resources. Truist is working enterprise-wide to address our Net Zero goal and sustainability issues in our governance, planning, risk management, strategy, facilities, operations and lines of business. Truist continues to make improvements in data gathering and analysis processes for enhanced transparency and disclosures regarding emissions and sustainability.

STAKEHOLDER ENGAGEMENT ON CORPORATE RESPONSIBILITY AND SUSTAINABILITY MATTERS

Truist regularly engages with clients, investors, suppliers, community leaders, teammates and other stakeholders to gain better insights into their views, preferences, aspirations and concerns about corporate responsibility and sustainability matters. This engagement informs our strategy and disclosure and influences goals and targets. Stakeholder engagement helps prioritize goals and actions that deliver long-term value for Truist as well as our various stakeholder groups. For a detailed review of our shareholder engagement efforts, please see the “Shareholder Engagement Program” section of this proxy statement.

GOVERNANCE, RISK MANAGEMENT AND OVERSIGHT

Truist’s Board oversees corporate responsibility and sustainability programs, enterprise risk, including climate-related risk, and corporate responsibility and sustainability disclosures, including ESG disclosures.

The Nominating and Governance Committee is the primary committee responsible for oversight of corporate responsibility and sustainability matters and ESG performance, including reporting and, along with the Audit Committee, reviews disclosure practices. As needed, other Board committees receive regular updates on corporate responsibility and sustainability matters that relate directly to their responsibilities. For example, (i) the Compensation and Human Capital Committee receives updates on diversity, equity and inclusion initiatives and human capital strategy, (ii) the Risk Committee reviews and oversees ESG risk and climate risk, including quarterly updates from the Climate Risk Management team, and (iii) the Audit Committee periodically reviews Truist’s procedures with respect to corporate responsibility and sustainability data. The full Board also receives updates on key accomplishments and upcoming initiatives.

Three management committees support the Board committees in their oversight of ESG-related matters. The Corporate Responsibility and Sustainability Committee, which reports to the Nominating and Governance Committee, is composed of internal leaders who guide corporate responsibility-related public affairs issues, disclosures and reporting, operational sustainability and Net Zero progress, and monitor sustainable finance activities for purposes of tracking and reporting. The Disclosure Committee reports to the Audit Committee and reviews our principal ESG disclosures prior to publication. The Contributions Committee reports to the Nominating and Governance Committee and reviews requests for corporate level funding from charitable organizations to support the philanthropic vision of Truist by delivering resources to our communities to drive economic growth and support meaningful change.

 

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CURRENT PRACTICES AND ACCOMPLISHMENTS

Truist’s corporate purpose is to inspire and build better lives and communities. We express our purpose by making investments that strengthen communities, conducting business in an ethical and responsible way, fostering an inclusive and welcoming culture for all stakeholders and pursuing technology advancements that help serve and support our clients.

Responsible business, client service and teammates

Truist takes seriously the interests of our clients, shareholders and teammates.

As a responsible corporate citizen, Truist values transparency and endeavors to disclose our performance and progress on meaningful corporate responsibility and sustainability metrics. Progress and metrics are reported yearly in Truist’s Corporate Responsibility Report, the Disclosure Summary, the TCFD Report, the Climate Lobbying Summary and the disclosure of political contributions. Versions of these documents covering 2023 will be published in the spring of 2024 and will be available on the Truist Corporate Responsibility and Sustainability website (https://www.truist.com/corporate-responsibility-sustainability).

Continued investments in technology are intended to make it easier than ever to do business with us and are also important to financial inclusion and outreach. We work with clients of all sizes and across all industries and strive to put their needs first as we develop products and services that help them achieve their own goals. Truist takes a balanced and inclusive approach to serving clients.

Truist expects teammates to make decisions and conduct themselves in accordance with our Code of Ethics. We want every teammate to have a strong sense of accountability and feel empowered to speak up when concerns arise. Truist cultivates an inclusive environment in which teammates feel valued and empowered to learn, develop new skills and reach their full potential in a meaningful and rewarding career.

Community impact, financial inclusion, education

Truist supports financial education, affordable homeownership, emergency savings, investing for retirement, creating career opportunities, and expanding access to capital and other initiatives that help people become more financially secure and knowledgeable about managing their money. Truist also advances financial inclusion through, among other initiatives, (i) Community Reinvestment Act (“CRA”) investments and philanthropic giving to organizations that address affordable housing and workforce development; (ii) Community Development Lending for affordable housing and lending to nonprofits that support low- to moderate-income (“LMI”) populations; (iii) financial and technical support for small businesses; and (iv) mortgage lending for LMI borrowers and ethnically diverse clients.

Truist’s community support occurs through numerous channels, including corporate philanthropy; the Truist Foundation; the Truist Charitable Fund, a donor-advised fund; Truist Commercial Community Bank’s regional giving programs; our commitments through the CRA; teammate volunteerism; teammate-led volunteerism, such as the Lighthouse Project; teammate giving to the One Team Fund; our annual Workplace Giving Campaign; Truist matching gifts to nonprofits that teammates choose to support; and in-kind leadership development events hosted by the Truist Leadership Institute for nonprofits and schools free of charge. Truist partners with both large national organizations that can address issues at scale across our footprint as well as local and smaller organizations that address issues that are unique to a particular region. Grants are often paired with additional philanthropic support from other local nonprofits, community foundations, public-private partnerships and other sources of funding to amplify the impact of giving.

Climate change and environmental sustainability

One way we inspire and build better lives and communities is by supporting a more sustainable future. Our Net Zero by 2050 greenhouse gas emissions goal is a clear demonstration of our purpose. So are our nearer-term 2030 goals to reduce both our Scope 1 and Scope 2 (location-based) emissions by 35% and our water consumption by 25%, all as compared to 2019.

MORE INFORMATION

For more information, please see the Truist Corporate Responsibility and Sustainability page (https://www.truist.com/corporate-responsibility-sustainability) where you can review our Corporate Responsibility and Sustainability reporting and receive updates about current initiatives and accomplishments, which reports and website are not incorporated into this proxy statement by reference.

Ethics at Truist

 

 

CODE OF ETHICS

Ethics matter at Truist. We believe the ultimate success of Truist is directly related to the extent that each one of our teammates lives and works every day by adhering to our Purpose, Mission and Values. We are keenly focused on doing what is right in interactions with our clients, teammates and stakeholders. The Board has adopted an enterprise Code of Ethics (the “Code”) that applies to our

 

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teammates, senior financial officers and directors. All Truist teammates, senior financial officers and directors are required to read and comply with the Code. The Code governs our corporate conduct and is specifically tailored to recognize the importance of each of these groups in maintaining a strong culture based on our values and adherence to ethical business practices. Any waiver of the Code involving an executive officer or member of the Board will be promptly disclosed on our website and in accordance with applicable legal, regulatory and New York Stock Exchange requirements. A copy of our Code (which is not incorporated by reference into this proxy statement) is available in the “Governance and Responsibility” section of our investor relations website (https://ir.truist.com).

Truist also maintains a distinct Supplier Code of Conduct which provides general guidance about the standards of integrity and business conduct that we expect of our suppliers.

ETHICS HOTLINE AND REPORTING CONCERNS

We value and respect the opinions and insights of teammates at all levels throughout the organization. Accordingly, Truist has several channels available for teammates and others to report unethical concerns, including concerns regarding accounting, internal controls and auditing matters. Truist encourages teammates to raise concerns with their managers, as well as through the internal Reporting Teammate Concerns intranet reporting system and Truist’s Anonymous Action Hotline. The Anonymous Action Hotline is managed by an independent, third party and is available 24 hours a day, seven days a week. Our Enterprise Ethics Office independently reviews and monitors teammate concern activity for inappropriate trends and provides reports to the Board of Directors, underscoring our commitment to sound ethical practices.

Policy for Accounting and Legal Complaints

 

 

Our Chief Legal Officer, with oversight from the Audit Committee, administers a program that governs the reporting of:

 

 

 

complaints regarding accounting, internal accounting controls or auditing matters, and

 

 

reports of material violations or breaches of:

 

   

federal or state securities laws,

 
   

fiduciary duties arising under federal or state laws, rules or regulations, or

 

 

   

suspected material violations of any other laws or regulations that govern the Company’s actions.

 
 

 

We offer multiple avenues for submitting complaints, including the Anonymous Action Hotline. Complaints regarding these matters are referred to our Chief Legal Officer, who is responsible for reviewing the complaints and investigating or causing to be investigated all matters referred pursuant to this policy. The Audit Committee periodically reviews and recommends changes to this policy and receives reports on investigations of significant complaints that are submitted.

Risk Oversight

 

 

Our Purpose, Mission and Values are the foundation for the enterprise risk management framework utilized at Truist and therefore serve as the basis on which our risk appetite and risk strategy are built. Our Risk Management Organization (“RMO”) is responsible for overseeing the identification, measurement, monitoring, assessment, controlling and reporting of risk across the enterprise.

We place significant emphasis on risk management and maintain a separate Board-level Risk Committee, which plays a key risk oversight role within our enterprise risk management framework. Among its responsibilities, the Risk Committee monitors our risk profile, approves risk appetite statements and provides input to management regarding our risk appetite and risk profile.

The RMO is led by the Chief Risk Officer, who reports directly to the Risk Committee and administratively to the Chief Executive Officer, and is responsible for facilitating effective risk management oversight, measurement, monitoring and reporting. The Chief Risk Officer has direct access to our Board of Directors and executive officers to communicate any risk issues (current or emerging) and the performance of risk management activities throughout the enterprise. The Chief Risk Officer also chairs the Enterprise Risk Committee, which provides oversight based on a fully integrated view of risks across our organization, including strategic, compliance, credit, liquidity, market, operational, climate, technology and reputational risks.

 

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As illustrated below, the enterprise risk management framework is supported by three lines of defense to manage risk. The following figure describes the roles of the three lines of defense:

 

Board of Directors     

Provide oversight of the effectiveness of the enterprise risk management framework, the management of risk and the approval of risk appetite

 

 

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First Line of Defense. Consisting of the Business Units (“BU”) and the Governance and Controls Office (“GCO”) teams and operating at the point at which risks originate, the First Line of Defense has several key responsibilities related to identifying, assessing, controlling, monitoring and reporting risk. As the centralized first line risk function for each BU, the GCO has key responsibilities for identifying, assessing, controlling, monitoring and reporting risks.

 

 

 

Second Line of Defense. The RMO provides independent oversight and challenge of risk-taking across the enterprise. The RMO aggregates, integrates and correlates risk information into a holistic picture of the Company’s risk profile. The RMO establishes policies and limits and reports sources and amounts of risk to senior management and the Board of Directors.

 

 

 

Third Line of Defense. Truist Audit Services (Truist’s internal audit function) evaluates the design and effectiveness of the risk management framework and its results. Results are reported to senior management and the Board of Directors according to the Audit Services Policy.

 

Strategic Direction and Planning

 

 

One of the Board’s most important and vital functions is to provide oversight, guidance and direction with respect to Truist’s long-term strategy. The Board oversees the development of, approves and periodically monitors the Company’s strategy and risk appetite (including a clear and aligned strategy and risk appetite with long-term perspective on risks and rewards). Accordingly, management and the Board regularly discuss the Company’s strategy and progress towards achieving results against the related strategic objectives and initiatives. These interactions result in Board input that informs management’s updates to the strategic plan, which are presented to the Board for adoption on an annual basis. The Company’s strategic planning process includes an independent risk assessment to confirm that strategic activities are consistent with the Board-approved risk appetite. The Board’s interactions with management throughout the year include, but are not limited to, the formal review and adoption of the updated strategic plan and a mid-year performance update.

Information Security/Cybersecurity

 

 

Like other financial services firms, we and our businesses face an increasingly complex and evolving cybersecurity threat environment. We maintain a risk-based cybersecurity framework that is part of our enterprise-wide risk management framework. Our Board has primary responsibility for the oversight of our enterprise risk management, and exercises its oversight function in respect of cybersecurity risk through two of its committees. The Risk Committee of the Board is responsible for oversight of Truist’s risk management function, involving approving and reviewing Truist’s risk management framework and policies as well as overseeing management’s implementation of Truist’s risk management framework and significant risk policies. In addition, the Technology Committee of the Board assists the Board and the Risk Committee in oversight of Truist’s technology risks.

 

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Our cybersecurity framework is operated and maintained by management, including the Chief Information Officer, the Chief Information Security Officer, the Chief Risk Officer and Chief Technology Risk Officer. These senior officers are responsible for assessing and managing Truist’s cybersecurity risks. Our cybersecurity framework strategy, which is overseen by the Chief Information Security Officer, is informed by various risk and control assessments, control testing, external assessments, threat intelligence, and public and private information sharing. Our cybersecurity framework also includes processes for escalating and considering the materiality of incidents that impact Truist, including escalation to executive management and the Board, which are periodically tested through tabletop exercises to test Truist’s preparedness. For more information on our management of cybersecurity risk, please see the “Technology Risk” section of our Annual Report on Form 10-K for the year ended December 31, 2023.

Statement of Political Engagement

 

 

Our executive officers have direct responsibility for our political activities, while our Nominating and Governance Committee oversees the Company’s policies and practices relating to political contributions and lobbying. A copy of Truist’s Statement of Political Engagement may be obtained from our investor relations website (https://ir.truist.com). Truist participates in policy debates on issues to support our interests. Truist does not use corporate funds to contribute to federal, state or local political candidates, political parties or political committees organized for the advancement of a political candidate, including super political action committees, or otherwise employ its resources, including in-kind resources, for the benefit of any of the foregoing.

Truist sponsors employee nonprofit, unincorporated political action committees (“PACs”), which allow teammates to voluntarily pool their financial resources to support federal and state candidates who drive policies to help financial institutions continue to innovate, serve our communities and advance the success and prosperity of our clients. Political contributions from the Truist PACs are designated for core banking, business and economic advocacy without regard to party affiliation. All PAC expenditures are a matter of public record and are available for review on the websites of the Federal Election Commission and various state election offices. The political spending of Truist’s PACs is also disclosed on the corporate governance page of Truist’s investor relations website (https://ir.truist.com/corporate-governance). The Truist PACs are governed by a board of directors that is charged with oversight of PAC activities as well as the development of policies governing contributions, solicitations and communications.

 

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Proposal 2—Ratification of the Appointment of our Independent

Registered Public Accounting Firm

 

RESPONSIBILITIES

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. To execute on this responsibility, the Audit Committee engages in a comprehensive annual evaluation of the independent registered public accounting firm’s qualifications, performance and independence. The Audit Committee has carefully considered the selection of PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm to audit and report on the consolidated financial statements of Truist and the effectiveness of our internal control over financial reporting.

SHAREHOLDER RATIFICATION

Our shareholders are being asked to ratify the appointment of PwC for 2024 because we value our shareholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of PwC are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and are expected to be available to respond to questions posed by shareholders. Whether or not shareholders ratify the appointment of PwC as our independent registered public accounting firm for 2024, the Audit Committee may continue to retain the firm or may reconsider its appointment.

 

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Fees to Independent Registered Public Accounting Firm

 

 

The following table shows the aggregate fees incurred by the Company for professional services by PwC for fiscal years 2023 and 2022:

 

    

 

2023 ($)

 

    

2022 ($)

 

 

Audit Fees

 

 

30,807,000

(1) 

  

 

19,305,000

 

Audit-Related Fees

 

 

4,507,000

 

  

 

4,871,000

 

Tax Fees

 

 

223,000

 

  

 

423,000

 

All Other Fees

 

 

299,000

 

  

 

25,000

 

Total

 

 

35,836,000

 

  

 

24,624,000

 

 

(1)   Of the $30,807,000 incurred by the Company in Audit Fees for fiscal year 2023, $8,500,000 was incurred for professional services relating to PwC’s audit of TIH.

Audit Fees. This category includes fees billed or expected to be billed for professional services for the integrated audits of our consolidated financial statements, including the audit of the effectiveness of internal control over financial reporting. This category also includes reviews of our quarterly reports on Form 10-Q, statutory audits or other financial statement audits of subsidiaries, and comfort letters and consents related to SEC registration statements. In addition, fees for 2023 reflect amounts related to the audit of newly prepared historical financial statements for TIH.

Audit-Related Fees. This category includes fees billed or expected to be billed for assurance and other services that are reasonably related to the performance of the audits of our consolidated financial statements and effectiveness of internal control over financial reporting that are not reported under the audit fees category above. These services consist of service organization control reports, other audit and attest services, services provided in connection with certain agreed upon procedures and other attestation reports, financial accounting, reporting and compliance matters and risk and internal control reviews.

Tax Fees. This category includes fees billed or expected to be billed for tax-related services, including tax compliance, tax planning and tax advice.

All Other Fees. This category includes fees billed or expected to be billed for non-audit services and subscription-based services, including software licenses, benchmarking services, training and other advisory services.

The Audit Committee considered the non-audit services performed by, and fees paid to, PwC in 2023 and determined that such services and fees are compatible with the independence of PwC.

 

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Audit Committee Pre-Approval Policy

 

 

 

Under the terms of its charter, the Audit Committee must pre-approve all services (including the fees and terms of such services) to be performed for us by our independent registered public accounting firm, subject to de minimis exceptions for permitted non-audit services that are later approved by the Audit Committee prior to the completion of the audit and otherwise in accordance with the terms of applicable SEC rules. The Audit Committee may form and delegate authority to subcommittees consisting of three or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, as long as the decisions of such subcommittee(s) to grant pre-approvals are presented to the full Audit Committee at its next scheduled meeting. In 2023 and 2022, all of the services provided by our independent registered public accounting firm were reviewed and approved by the Audit Committee.

Audit Committee Report

 

 

This report of the Audit Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (“Securities Act”), or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

The Audit Committee of the Board of Directors is currently composed of six independent directors and operates under an amended and restated charter adopted by the Audit Committee on July 25, 2023. The SEC and the NYSE have established standards relating to audit committee membership and functions. With regard to such membership standards, the Board has determined that Jennifer S. Banner, Dallas S. Clement, Patrick C. Graney III, Christine Sears, Bruce L. Tanner and Steven C. Voorhees meet the requirements of an “audit committee financial expert” as defined by the SEC.

The primary duties and responsibilities of the Audit Committee are to assist the Board of Directors in monitoring: (i) the integrity of the financial statements of the Company; (ii) compliance by the Company with legal and regulatory requirements; (iii) the independent registered public accounting firm’s qualifications and independence; (iv) the Company’s internal controls and procedures; and (v) the performance of the Company’s internal audit function and the Company’s independent auditors.

While the Audit Committee has the duties and responsibilities set forth above and those set forth in its charter, our management is responsible for the internal controls and the financial reporting process, and the independent registered public accounting firm is responsible for performing an integrated audit of our financial statements and of the effectiveness of our internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board and issuing a report thereon.

In the performance of its oversight function, the Audit Committee has performed the duties required by its charter, including meeting and holding discussions with management, the independent registered public accounting firm and the internal auditor, and has reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee has also discussed with the independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Audit Committee discussed with the independent registered public accounting firm its views on fraud risks and how it demonstrates its independence.

The Audit Committee has received the written disclosures and the letters from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board, as currently in effect, regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the independent registered public accounting firm its independence with respect to the Company. The Audit Committee also has considered whether the provision of any non-audit services by the independent registered public accounting firm is compatible with maintaining the independence of the auditors.

Based upon a review of the reports by, and discussions with, management and the independent registered public accounting firm, and the Audit Committee’s review of the representations of management and the Report of the Independent Registered Public Accounting Firm, the Audit Committee recommended on February 26, 2024 to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024.

Submitted by the Audit Committee of the Truist Board of Directors as of February 26, 2024:

 

 

  Dallas S. Clement, Chair

  

Christine Sears

  Jennifer S. Banner

  

Bruce L. Tanner

  Patrick C. Graney III

 

  

Steven C. Voorhees

 

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Proposal 3—Advisory Vote to Approve Truist’s Executive

Compensation Program

 

Proposal 3 asks shareholders to approve our executive compensation program. The Compensation and Human Capital Committee and the Board believe that our executive compensation program, as described in the “Compensation Discussion and Analysis,” reflects a pay-for-performance culture at Truist that is rooted in our values. The Compensation and Human Capital Committee and the Board believe that the executive compensation program is well designed and effective in aligning the interests of the executives with the long-term interests of our shareholders, while minimizing incentives for unnecessary and excessive risk taking. We hold this advisory vote to approve our executive compensation program annually (i.e., our next vote will be in 2025), and our next advisory vote regarding the frequency of these votes will be held at our 2029 annual meeting.

In making a decision on whether to approve our pay practices for our named executive officers, we ask that you consider the description of our executive compensation program provided in the following pages in the “Compensation Discussion and Analysis,” the compensation tables and the accompanying narratives.

The Board strongly supports our executive pay practices and asks shareholders to support our executive compensation program through the following resolution:

“Resolved, that the shareholders approve the compensation paid to Truist’s named executive officers, as described in the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosures in the Company’s 2024 Proxy Statement.”

Your vote on this proposal, which is required by Section 14A of the Exchange Act, is “advisory” and will serve as a non-binding recommendation to the Board. The Compensation and Human Capital Committee will seriously consider the outcome of this vote when determining future executive compensation arrangements.

 

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Compensation Discussion and Analysis

 

The following Compensation Discussion and Analysis (“CD&A”) discusses how we compensated our named executive officers, which include the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”) and each of the other executive officers named in the 2023 Summary Compensation Table (the “Named Executive Officers” or “NEOs”).

Our CD&A is organized into the following categories:

 

 

  SECTION

 

  

 

 PAGE 

 

   

Section 1—Executive Compensation Summary: Provides a broad overview of our executive compensation program. Summarizes the objectives, components and key features of our executive compensation program including Base Salary, Annual Incentive Performance (“AIP”) awards, Performance Unit (“PSU”) awards, Long-Term Incentive Plan (“LTIP”) awards and RSUs.

  

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Section 2—Executive Compensation Philosophy and Program Elements: Summarizes the objectives and key features of our executive compensation program. This section also provides a review of our compensation philosophy and performance metrics.

  

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Section 3—Executive Compensation Program Pay Decisions: Provides detail on pay decisions made with respect to service in 2023 related to each compensation component.

  

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Section 4—Executive Compensation Process—Decision Inputs and Roles: Describes the roles that the Compensation and Human Capital Committee, executive officers and our compensation consultant play in determining executive compensation and the associated peer group used for comparative analysis.

  

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Section 5—Other Compensation and Benefits Policies and Practices: Sets forth policies that impact compensation decisions, such as our stock ownership guidelines and hedging and pledging restrictions.

  

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Section 1—Executive Compensation Summary

 

 

NAMED EXECUTIVE OFFICERS

Our NEOs include the CEO, the CFO and our next three most highly-compensated executive officers. This year, our NEOs also include John M. Howard, who served as an executive officer of Truist until February 2023 when Truist announced the Stone Point Transaction. In connection with the Stone Point Transaction, Mr. Howard continued in the role of Chief Executive Officer of TIH, with Truist shifting some of his enterprise-wide responsibilities in order to focus on maximizing the success of TIH. Mr. Howard would have been included as one of our next three most highly compensated executive officers but for the fact that he was not serving in a role designated as an executive officer of Truist as of the end of our last completed fiscal year. Our NEOs for 2023 are identified in the table below. General statements about our NEOs in this CD&A do not include Mr. Howard as he participated in different short and long-term incentive programs in 2023 that were focused primarily on the business of TIH and are described separately from the programs for the other NEOs in the commentary below.

 

Name

  Title  

Years of Service 

at Truist(1)

   

William H. Rogers, Jr.

 

Chairman and Chief Executive Officer

 

43 

   

Michael B. Maguire

 

Senior Executive Vice President Chief Financial Officer

 

21 

   

Hugh S. Cummins III

 

Vice Chair and Chief Operating Officer

 

18 

   

Clarke R. Starnes III

 

Vice Chair and Chief Risk Officer

 

41 

   

Dontá L. Wilson

 

Senior Executive Vice President and Chief Consumer & Small Business Banking Officer

 

25 

John M. Howard

 

Chief Executive Officer of TIH

 

11 

(1)  Reflects combined years of service at Truist and either BB&T or SunTrust, as applicable.

LEADERSHIP CHANGES IN 2023

In addition to the transition described above for Mr. Howard, in November 2023, Truist announced the creation of a Chief Operating Officer position, the naming of a new Chief Consumer & Small Business Banking Officer and the hiring of a new Chief Wholesale Banking Officer. Hugh S. “Beau” Cummins III assumed the Chief Operating Officer role on November 14, 2023. His responsibilities in this new role include leading enterprise strategy, transformation, operations and payments, as well as a new governance and controls group. The Compensation and Human Capital Committee (which we refer to in the CD&A as the “Committee”) did not make any adjustments to Mr. Cummins’ compensation arrangements in connection with his new role. Also on November 14, 2023, Dontá L. Wilson was named

 

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Chief Consumer & Small Business Banking Officer. He is responsible for the consumer, premier and small business segments serving clients through mobile and online banking, multiple virtual client service centers and approximately 2,000 community banking branches across the Southeast, Mid-Atlantic and Texas. Mr. Wilson also oversees core deposit and loan products, consumer capital markets, national consumer finance businesses, enterprise marketing, client experience strategy, and digital banking and innovation. The Committee increased Mr. Wilson’s base salary, target annual cash incentive compensation opportunity and target long-term incentive compensation opportunity, all effective as of January 1, 2024, to reflect his new position and expanded responsibilities. In addition, on February 12, 2024, Kristin Lesher joined Truist as the new Chief Wholesale Banking Officer, overseeing corporate and investment banking, commercial banking, commercial real estate, and wealth management businesses.

As part of its ongoing transformation work, in November 2023, Truist also announced the formation of a Truist Operating Council to expand leadership opportunities, facilitate inclusive feedback and break down silos to enable the Company to more effectively pursue its goals.

BUSINESS HIGHLIGHTS

In 2023, Truist navigated significant changes, opportunities and challenges. Headwinds entering the year included high inflation, supply-chain disruptions, interest-rate volatility, and intense competition for deposits. Many of these were later exacerbated by the impacts of the bank failures in the first half of 2023, including higher volatility in market conditions and an even more challenging regulatory environment. Truist responded by sharpening its strategic focus on our core businesses and further streamlining the enterprise.

 

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2023 Financial Performance Highlights*

 

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* Adjusted Diluted EPS and Tangible Book Value Per Share are non-GAAP financial measures. Please see Annex A for a reconciliation from GAAP amounts (Earnings Per Share and Book Value Per Share) to these adjusted amounts. Nonperforming Loans/LHI represents the percentage of nonperforming loans compared to loans held for investment. Tangible Book Value Per Share, the CET1 Ratio and Nonperforming Loans/LHI are presented as of December 31 of the applicable year.

 

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2023 Key Accomplishments

 

In 2023, we continued to live our purpose to inspire and build better lives and communities in countless ways. Some of our purposeful activities included:

 

  We sharpened our strategic focus on our core businesses and clients by, for example, (1) shifting our loan mix towards higher-return, core assets; (2) beginning the process of realigning our LightStream platforms with our broader consumer business; (3) selling our $5 billion student loan portfolio at net carrying value; (4) discontinuing certain trading market making activities within our fixed income sales and trading business; and (5) selling a 20% minority stake in TIH to the Investor Group, and in February 2024 announcing a definitive agreement to sell our remaining stake in TIH in a transaction expected to close in the second quarter of 2024, subject to satisfaction or waiver of customary conditions.

 

  We intensified our focus on disciplined expense management and began executing on a cost-savings program.

 

  In October 2023, we announced changes to the Board, including the retirements of four directors due to reaching our mandatory retirement age and the conclusion of service of four additional directors, all effective as of December 31, 2023, resulting in a Board of 13 directors heading into 2024, 12 of whom are independent. In addition, Christine Sears has indicated a preference not to stand for reelection and will retire from the Board at the Annual Meeting, and our Board is recommending the election of a new director nominee, Laurence Stein, at the Annual Meeting, who will bring valuable experience to the Board in financial services and financial risk management.

 

  Truist Community Capital committed nearly $2.1 billion to support more than 15,000 units of affordable housing, helping to create more than 15,000 jobs and serving more than 130,000 people in low and moderate income communities.

 

  We highlighted small business owners through our Small Business Community Heroes initiative, which focuses on the small business owners who work tirelessly to serve our neighbors, create jobs, build our communities and help drive our economy.

  We continued to enhance our client and teammate experiences, by among other things, opening a “T3 Accelerator Lab” in the Innovation & Technology Center at our Charlotte headquarters where we’re redefining the client and teammate experience and putting feedback and ideas to the test in real-world scenarios before rolling them out to clients.

 

  

Truist Executive Compensation Program for 2023

The Committee approved an executive-compensation program for 2023 to support the following key goals:

 

 

 

Align the interests of our executives with those of our shareholders,

 

 

Set rigorous goals that motivate and reward our executives to achieve strong company performance,

 

 

Remain competitive with the market in attracting and retaining top talent,

 

Support our business strategy, culture and values,

 

 

Use performance metrics with an appropriate balance between short and long-term performance, and absolute and relative performance, and

 

 

Reduce incentives for unnecessary or excessive risk-taking.

 

 

With the completion of the integration phase of the 2019 merger of equals that created Truist, the orientation of the program was shifted by replacing Relative Return on Average Assets with Absolute Pre-Provision Net Revenue (“PPNR”) as a performance metric in the AIP awards program and adjusting the weightings of the financial performance metrics with PPNR and Absolute Earnings Per Share (“EPS”) each accounting for 40% of the overall AIP target. In addition, Return on Average Tangible Common Equity (“ROATCE”) was eliminated as a performance metric for the long-term incentive program, and Truist’s total shareholder return (“TSR”) relative to its peer group was added as a modifier. These changes were designed to (i) increase the focus on profitable growth, (ii) better align the program’s performance metrics with the key performance indicators that drive TSR, and (iii) set a higher performance bar for the vesting and payout of incentive compensation awards to our executives.

In lieu of participating in the AIP, Mr. Howard participated in a short-term incentive for 2023 calculated as follows: 25% based on the same performance criteria applicable to the AIP awards as described below and 75% based on performance metrics relating solely to TIH. In addition, in connection with the Stone Point Transaction, Mr. Howard was granted incentive equity in TIH. Mr. Howard also exchanged his unvested long-term incentive awards in Truist for additional time-vesting profits interests in TIH. The size of the profits interests grant was intended to cover long-term incentive awards for the five-year period following the Stone Point Transaction and was made in lieu of any other long-term incentive compensation grant that Mr. Howard would have otherwise been eligible to receive during this period. The design of the profits interests was developed in collaboration with the Investor Group to align the interests of all TIH equity holders.

 

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Compensation Discussion and Analysis

 

 

 

Base Salaries – Aligned with organizational roles and market pay

Base salaries provide the foundational component of executive pay and reflect each executive’s position, responsibilities, experience and performance as well as consideration of market pay practices. Following a review of competitive market data provided by our compensation consultant, the Committee approved base salary increases for two of our NEOs.

Annual Incentive Performance Award – Rewards annual performance tied to strategic plan

The AIP award program was developed to motivate and reward financial and strategic performance that defines our success. The program in 2023 included absolute financial performance metrics as well as a qualitative assessment of performance on strategic priorities and other critical factors of our success, as evaluated by the Committee.

 

 

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The EPS and PPNR metrics and our performance against them include adjustments to Truist’s GAAP net income designed to more appropriately evaluate our core performance. As such, the terms “EPS” and “PPNR” used in this CD&A refer to these as-adjusted values, which differ from those identified in the Financial Performance Highlights above and the Company’s financial reporting disclosures. For additional detail regarding these adjustments, and the calculation of EPS and PPNR, please refer to Annex A.

The strategic priorities component can be earned if threshold performance is met for either EPS or PPNR. While the primary focus of the program for 2023 was growth and profitability consistent with Truist’s strategic plan, the Committee also believed that our annual incentive payouts should be informed by other elements of performance. For instance, sustainability and human capital metrics were added as factors in the qualitative assessment for 2021 and remained factors for 2022 and 2023, reflecting the increased focus on these matters within the Company and their ability to impact Truist’s business performance.

Payouts on EPS and PPNR are not interdependent; each measure is scored independently, and the results are then combined. Truist’s results on EPS and PPNR are subject to a potential modifier (through which up to 15% in the aggregate for both metrics may be added to or subtracted from the initial results) based on the Committee’s evaluation of the Company’s performance relative to peers, market conditions and other factors considered relevant by the Committee. If threshold performance is met for either EPS or PPNR, points awarded by the Committee for performance on the strategic priorities component are then added to the combined EPS and PPNR score.

Long-Term Incentive Program – Rewards future performance aligned with our shareholders

The long-term incentive program is intended to provide a significant portion of executive pay opportunity based on our future performance and value creation for our shareholders. Under this program, 65% of an executive’s long-term incentive opportunity is at risk based purely on our performance (40% as PSU awards that settle in stock and 25% as LTIP awards that generally settle in cash). The remaining 35% of the long-term incentive opportunity is granted as time-based RSUs, which are subject to reduction or forfeiture if there is an aggregate operating loss for the performance period or if a significant negative risk outcome occurs as determined by the Committee.

For the 2023–2025 long-term incentive program, the realized value of the LTIP and PSU awards is based on three-year performance with respect to Truist’s Return on Average Common Equity (“ROACE”) relative to the peer group (weighted at 100%) with a relative TSR modifier that will increase the payout by 20 percentage points if the Company’s TSR is in the top quartile of the peer group for the performance period and reduce the payout by 20 percentage points if the Company’s TSR is in the bottom quartile of the peer group for the performance period. An absolute minimum level of ROACE must be achieved (7%) before any of the PSU and LTIP awards will vest.

These metrics were designed to motivate strong profitability that ultimately drives favorable shareholder returns and incentivize robust yields on capital deployed towards mergers and acquisitions. The Committee has discretion to settle the LTIP awards in equity, cash or both. Historically, the Committee has settled the LTIP in cash because of the significant proportion of the NEOs’ long-term incentive compensation that is settled in equity and in light of the substantial Truist common stock holdings of most of our NEOs.

The ROACE and ROATCE metrics (for awards granted prior to 2023) and our performance against them include adjustments to Truist’s GAAP net income. As such, the terms “ROACE” and “ROATCE” used in this CD&A refer to these as-adjusted values, which differ from those disclosed for financial reporting purposes. For additional detail regarding these adjustments and the calculation of ROACE and ROATCE, please refer to Annex A.

 

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Compensation Discussion and Analysis

 

 

 

Sound Compensation and Governance Practices

The Committee believes the Truist executive compensation program incorporates strong pay and governance practices that reinforce our purpose, support sound risk management and align with our shareholders:

 What We Do

 

 

   

 

Pay for Performance: Approximately 92% of CEO and approximately 87% of other NEOs’ total target compensation is based on Truist’s performance.

 

     

Incorporate Multiple Performance Metrics: We consider multiple quantitative and qualitative factors in measuring performance of Truist and our NEOs (including for 2023 EPS, PPNR, ROACE and strategic priorities), and we incorporate both absolute and relative performance goals into our incentive plans.

 

     

Tie Long-Term Incentives to Performance: 65% of our long-term incentives include robust performance criteria and the remainder are subject to forfeiture in specified circumstances.

 

     

Compensation Decisions Reflect Peer Group Pay Levels and Practices: In making compensation decisions, we review market data from our peers as well as other financial services firms with whom we compete.

 

     

Seek Shareholder Feedback: We conduct an annual say-on-pay vote, have a formal shareholder engagement program, and last year, approximately 93% of the votes cast at our annual shareholders meeting supported the executive compensation for our NEOs.

 

     

Require Stock Ownership: We maintain rigorous stock ownership requirements for our executive officers and directors.

 

     

Prohibit Hedging: Executive officers and directors are prohibited from hedging or speculative trading in shares of Truist stock.

 

     

Prohibit Pledging: Executive officers and directors are prohibited from pledging shares of Truist stock.

 

     

Utilize Tally Sheets and Risk Scorecard: Our Committee annually reviews tally sheets and a risk scorecard for our executives.

 

     

Retain a Compensation Consultant: We engage a compensation consultant who reports directly to the Committee.

 

     

Provide a Broad-Based Pension Plan: We provide a broad-based pension plan for eligible teammates, and our NEOs participate in our pension plan on the same basis as other similarly situated teammates.

 

     

Discourage Unnecessary Risk Taking: Our Committee can adjust payouts or require the forfeiture of unvested awards for negative risk outcomes.

 

     

Clawback Provisions: The Truist Financial Corporation 2022 Incentive Plan (“2022 Incentive Plan”) and award agreements contain broad language regarding clawbacks and make all awards granted thereunder subject to recoupment, forfeiture or reduction to the extent determined by the Committee as necessary to comply with applicable law or Truist’s policies. Our award agreements also allow the Committee to adjust the terms and conditions of the awards in recognition of certain events, including material restatement of our financial statements, to prevent dilution or enlargement of benefits intended to be made under the applicable plan.

 

 What We Don’t Do

 

 

   

 

 

No Guaranteed Incentive Payouts: We don’t provide absolute or guaranteed incentive payouts regardless of performance.

     

No Stock Options: We don’t award options to acquire shares of the Company’s stock.

 

     

Don’t Reprice Options: We don’t reprice any legacy stock options that remain outstanding.

 

     

Don’t Provide Excise Tax Gross-Ups: We don’t gross-up payments for excise taxes.

 

     

Don’t Provide Excessive Perquisites: We generally don’t offer perquisites for NEOs, such as personal club memberships, corporate housing or automobile allowances, other than perquisites offered in limited circumstances that aid our executives in their well being and effectiveness and in Truist’s business endeavors.

 

     

No Employment Agreements: We generally don’t enter into employment agreements with our NEOs.

 

 

 

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Compensation Discussion and Analysis

 

Section 2—Executive Compensation Philosophy and Program Elements

 

 

 

Compensation Philosophy

Our executive compensation program emphasizes long-term, performance-based compensation and is centered on the following key tenets:

 

 

Compensation and reward systems are designed to reward performance, to support and drive the achievement of our strategic objectives and to produce positive business results over the longer term;

 

 

Total compensation is based on achievement of both short- and long-term performance goals, with an emphasis on aligning long-term Company performance with shareholder interests by providing a significant percentage of compensation in equity;

 

 

Our executive compensation program is designed to promote balance between absolute and relative performance metrics and discourage imprudent risk taking;

 

Total compensation opportunities are established relative to organizations with which we compete for both talent and shareholder investment and at levels that enable us to attract and retain executives who are critical to our long-term success;

 

 

Executive officers must meet significant stock ownership requirements to align their interests more closely with those of our shareholders; and

 

 

Compensation is compatible with effective controls and risk management and is supported by strong corporate governance.

 

 

Our 2023 executive compensation program was designed to align with our values and the following goals:

 

 

 

Create a strong alignment of the interests of shareholders, teammates and the Company;

 

 

Tie the majority of executive compensation paid to the Company’s performance;

 

 

Reward and retain high-performing teammates;

 

Pay competitively across salary grades and geographies;

 

 

Support our business strategy, culture and values; and

 

 

Provide compensation opportunities that are based on an appropriate balance between short and long-term performance, and absolute and relative performance against peers and that reduce incentives for unnecessary or excessive risk taking.

 

 

The Committee considers feedback from shareholders received during Truist’s annual shareholder engagement outreach and the results of the shareholder advisory “say-on-pay” vote in its oversight of Truist’s executive compensation program. In 2023, the executive compensation for our NEOs received support from approximately 93% of the votes cast at the annual shareholders meeting.

2023 Pay Program Mix

A significant majority of executive pay is performance-based. Approximately 92% of our CEO’s target pay is based on the Company’s performance and approximately 68% is based on the Company’s long-term performance. The following charts illustrate the target annual compensation for our CEO, Mr. Rogers, and the average target annual compensation for Messrs. Cummins, Maguire, Starnes and Wilson based on the compensation structure in place for these officers as of December 31, 2023. Such compensation consists of base salary and target levels of AIP, PSU, LTIP and RSU awards. The charts also show the large percentage of our NEO compensation that is variable and performance-based.

 

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PERFORMANCE-BASED COMPONENTS

 

2023 Annual Incentive Performance Award

Performance Metrics

 

Absolute EPS (40%)

Absolute PPNR (40%)

Strategic Priorities Assessment (20%)

 

Potential modifier of up to 15% in the aggregate based on the Committee’s evaluation of Company performance relative to peers, market conditions and other factors

  

2023-2025 Long-Term Incentive Program

Performance Metrics

 

PSU and LTIP Awards

 

Relative ROACE (100%)

TSR Modifier

 

PSU, LTIP and RSU Awards

 

Subject to reduction or forfeiture in the event of an annual operating loss or a significant negative risk outcome as determined by the Committee

 

 

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Compensation Discussion and Analysis

 

 

 

2023 Executive Compensation Program Elements

Our executive compensation program is heavily performance-based, with base salary representing the only fixed element. Below are the four primary components of the program:

2023 Compensation Structure

 

 

        

Base Salary

    

Annual Incentive Performance Award

   

PSU and LTIP

Awards

    

RSU Awards

   
 

                    
 

Purpose

    

 Reflects scope of 

leadership

responsibilities,

years of

experience,

performance,

skills, knowledge

and market

competitiveness

    

Cash

incentive

rewarding

annual

corporate and individual performance

   

Long-term incentives

designed to reward

achievement of

superior relative

three-year ROACE

    

Long-term incentives

linked to sustainable 

appreciation of Truist’s

stock price

 
                      
 

Performance

Period

    

    

1 Year

(January 1, 2023-

December 31, 2023)

   

3 Years

(January 1, 2023-

December 31, 2025)

    

 
                      
 

Key

Features

    

Fixed cash compensation

    

Payments based on:

 

•  EPS
(Weighted at 40%)

•  PPNR
(weighted at 40%)

•  Strategic Priorities (weighted at 20%), provided that threshold performance is met on either the EPS or PPNR component

•  Potential modifier of up to 15% in the aggregate based on the Committee’s evaluation of Company performance relative to peers, market conditions and other factors

   

Payments based on:

 

•  ROACE performance relative to peer group with a TSR modifier

•  Truist must first meet or exceed an absolute performance goal of an
average ROACE of
7% for the performance period.

•  Unvested award subject to reduction or forfeiture in the event of an annual operating loss or a significant negative risk outcome

    

•  Vest in 1/3 increments each March 15, beginning on the March 15 following the second anniversary of the grant date

 

•  Unvested award subject to reduction or forfeiture in the event of an annual operating loss or a significant negative risk outcome

 
                      
 

Payout

    

    

0% to 200% of target 

   

0% to 150% of target

    

 
        

                 

 

 

The Committee also considers whether our executive compensation program is consistent with the safety and soundness of the Company and discourages unnecessary or excessive risk taking. The Committee utilizes an executive risk scorecard through which compensation may be adjusted, if necessary, for risk balancing purposes. See our disclosure under “Executive Risk Scorecard/Risk Adjustments” within this CD&A.

 

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Section 3—Executive Compensation Program Pay Decisions

 

 

 

Base Salary

Program Summary

The Committee believes the base salary for each of our NEOs should properly reflect the scope of their leadership responsibilities, experience, performance, skills and contributions. The Committee approved the base salaries for our NEOs taking into account base salaries for similar roles at peer institutions.

Pay Decisions

Base salaries for 2023 for each of our NEOs were set at the levels in the table below. In 2023, Mr. Wilson received a merit increase to his base salary, effective as of March 1, 2023, and Mr. Howard’s base salary was increased, effective as of February 15, 2023, due to the realignment of his role as the Chief Executive Officer of TIH in connection with the Stone Point Transaction. The salaries of the other NEOs did not change.

 

  Name Base Salary ($)

William H. Rogers, Jr.

 

1,200,000

Michael B. Maguire

 

  700,000

Hugh S. Cummins III

 

  800,000

Clarke R. Starnes III

 

  760,000

Dontá L. Wilson

 

  695,833

John M. Howard

 

  975,758

Annual Incentive Performance Awards

Program Summary

The AIP award program was approved by the Committee based on its review of market and best practices. The AIP award is a cash incentive that, for 2023, rewarded financial performance (measured by EPS and PPNR) as well as the execution of strategic priorities based on the following weightings:

 

 

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While payouts based upon the EPS component and the PPNR component are independent from one another, a payout under the strategic priorities component requires the Company to meet threshold performance on either the EPS component or the PPNR component. Payouts under each component of our AIP award program can range from 0% to 200% of the target award opportunity. EPS and PPNR results between “Threshold”, “Target” and “Maximum” goals are subject to linear interpolation. Truist’s results on EPS and PPNR are subject to a potential modifier (through which up to 15% in the aggregate for both metrics may be added to or subtracted from the initial results) based on the Committee’s evaluation of the Company’s performance relative to peers, market conditions and other factors considered relevant by the Committee.

 

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Compensation Discussion and Analysis

 

 

 

Each of our NEOs has a target award opportunity for the annual incentive expressed as a percentage of base salary, which represents the amount of AIP award received if the executive achieves all of the goals approved by the Committee at the target level of performance. These targets were developed based in part on competitive benchmarking of market practices. The table below summarizes the target AIP award opportunities and AIP awards actually paid for 2023 as a percentage of base salary for the NEOs.

2023 Annual Incentive Performance Award

 

   Name AIP Award
Opportunity
(as % of base salary)
Actual
AIP Award Received
(as % of base salary)
for 2023

William H. Rogers, Jr.

300

 

120

Michael B. Maguire

180

 

90

Hugh S. Cummins III

285

 

128

Clarke R. Starnes III

215

 

65

Dontá L. Wilson

190

 

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Pay Decisions

In calculating the results for EPS and PPNR, the Committee considered whether adjustments to the financial results were warranted due to unexpected macroeconomic and other factors and determined, after its analysis, that adjustments to the EPS and PPNR components were necessary for 2023 to capture the Company’s core performance more appropriately. As a result, unlike last year when the Committee made some adjustments that decreased net income, the Committee increased net income to account for these unusual economic conditions, including net interest income impacts, such as deposit cost increases beyond expected levels, deposit disintermediation primarily on account of continued quantitative tightening by the Federal Reserve and a significant unplanned shift in deposit mix from noninterest bearing to interest bearing deposits, and credit factors, such as higher than expected increases in loan loss reserves in comparison to the Company’s financial plan primarily driven by consideration of inflation and refinancing risk in a rising interest rate environment in the wholesale portfolios. The Committee also increased net income to remove the impact of the FDIC special assessment and goodwill impairment charges recognized in the fourth quarter of 2023, as well as the merger-related and restructuring charges incurred for the year. Please see Annex A for a further discussion of the adjustments to EPS and PPNR.

Determination of EPS and PPNR Performance

 

Absolute EPS (40% of Award Opportunity)

 

    Target is set based on internal performance goals, with a maximum goal for 2023 set at approximately 7.5% above the target, and a threshold goal for 2023 set at approximately 10% below the target.

 

Payout Target and % of Target Award
Opportunity

Threshold  

Target   

Maximum   

Actual*   

       

$4.61  

$5.12

$5.50

$4.76

25%  

100%

200%

47.76%

Absolute PPNR (40% of Award Opportunity)

 

    Target is set based on internal performance goals, with a maximum goal for 2023 set at approximately 5% above the target, and a threshold goal set at approximately 5% below the target.

 

 Payout Target and % of Target Award
Opportunity

Threshold  

 

Target

 

Maximum

 

Actual*

       

$10.794 billion

 

$11.362 billion

 

$11.930 billion

 

10.539 billion

25%  

 

100%  

 

200%  

 

0%  

 

* The EPS and PPNR performance presented include adjustments to Truist’s GAAP net income by the Committee for purposes of this performance calculation. For additional detail regarding these adjustments, please refer to Annex A.

Strategic Priorities Component

The strategic priorities component of the AIP award is weighted at 20% and reflects an array of pre-defined strategic initiatives approved by the Committee early in 2023 at the same time as financial goals were established. The categories of strategic priorities for 2023 consisted of:

 

 

Purpose, Teammate Engagement and DEI, including goals related to talent management and community service;

 

 

Risk Execution, consisting of performance against a risk execution plan;

 

 

ESG, including goals related to ESG ratings and rankings and climate-related items;

 

 

Client Experience/Integrated Relationship Management, including goals related to integrated relationship management revenue and client satisfaction scores; and

 

 

Other Strategic Priorities, including goals related to launching the Small Business Banking Heroes cohort and digitizing the business through “T3,” a blending of technology and touch to build trust with Truist’s clients.

 

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In addition to the categories of strategic priorities, risk management served as a stand-alone balancing mechanism of overall performance for the strategic priorities component, including an evaluation of line of business and risk management organization specific actions to drive a strong risk culture and deliver positive risk outcomes.

Because threshold performance was met on the EPS component of the AIP award performance metrics, an assessment of the strategic priorities component was relevant for 2023 AIP awards. Based on its assessment of Truist’s results, the Committee determined that the strategic priorities component was earned at 100% of its target amount. In making this decision, the Committee recognized the launch of multiple initiatives to enhance the teammate experience, continued growth and progress in the areas of ESG reporting, progress on goals for integrated relationship management, including surpassing an internal goal on number of clients helped, the successful launch of the Small Business Community Heroes initiative and the achievement of the business lifecycle advisory goal, but also determined that there were opportunities for improvement in several areas, including client experience and teammate engagement results, some aspects of risk management, and advancement on digitizing the business.

Overall Payouts

After making the adjustments to the financial results as described above and assessing performance based on the strategic priorities component, the Committee approved initial funding of AIP awards at 39.11% of target for each NEO. The Committee then assessed whether it was appropriate to utilize the potential modifier through which up to 15% in the aggregate for both financial performance metrics may be added to or subtracted from the initial results. The Committee considered management’s actions in navigating the challenging 2023 conditions, including bank failures and a macroeconomic environment that differed from the assumptions used in determining the EPS and PPNR targets, and applied the modifier to set the final funding of awards at 50% of target. Finally, the Committee analyzed individual NEO performance against their goals for 2023 and risk management and made adjustments to the awards for Messrs. Rogers, Cummins and Starnes. In summary, the AIP award payments to our NEOs for 2023 were as follows:

 

     Target Amount   Funded Award   Actual Award

William H. Rogers, Jr.

 

$3,600,000

 

$1,800,000

 

$1,440,000

Michael B. Maguire

 

$1,260,000

 

$  630,000

 

$  630,000

Hugh S. Cummins III

 

$2,280,000

 

$1,140,000

 

$1,026,000

Clarke R. Starnes III

 

$1,634,000

 

$  817,000

 

$  490,200

Dontá L. Wilson

 

$1,330,000

 

$  665,000

 

$  665,000

Mr. Howard’s Short-Term Incentive

In lieu of participating in the AIP, Mr. Howard participated in a short-term incentive for 2023 calculated as follows: 25% based on the same performance criteria applicable to the AIP awards as described above and 75% based on performance metrics relating solely to TIH. The performance metrics relating solely to TIH included financial performance as well as a qualitative assessment of performance on strategic priorities of TIH, including the TIH independence readiness initiative and Mr. Howard’s overall leadership of the business. The TIH financial performance metrics consisted of pro forma total revenue growth, organic commission and fee revenue growth rate and pro forma adjusted EBIDTA margin. Based on an evaluation of these factors, Mr. Howard earned an overall cash award of $1,848,510 compared to a target award of $2,300,000 (230% of base salary).

 

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Compensation Discussion and Analysis

 

 

 

Long-Term Incentive Awards

Program Summary

Our long-term incentive program provides compensation awarded under the 2022 Incentive Plan, which was approved by our shareholders at our 2022 annual meeting and governs awards granted after that time. Our NEOs have a target award opportunity (defined as a percentage of base salary) which represents the amount of award realized if we achieve the target performance goals approved by the Committee. The table below summarizes the award opportunities under our 2023–2025 long-term incentive program for the listed NEOs at target level of performance.

2023 Long-Term Target Award

 

  Name

 

 

Long-Term
Incentive Targets
(% of base salary)

 

William H. Rogers, Jr.

 

850

Michael B. Maguire

 

380

Hugh S. Cummins III

 

615

Clarke R. Starnes III

 

450

Dontá L. Wilson

 

400

For 2023, long-term incentive awards for our NEOs were composed of the following:

 

PSUs

 

40% of Long-Term Incentive

 

  

LTIP Awards

 

25% of Long-Term Incentive

 

  

RSUs

 

35% of Long-Term Incentives

 

 

 

65% of long-term incentives based on 3-Year Relative ROACE Performance Results

  

 

Vesting in 1/3 Increments Over 4-Year Period

All awards subject to reduction or forfeiture if there is an operating loss or significant negative risk outcome as determined by the Committee.

PERFORMANCE SHARE UNITS AND LTIP AWARDS

Nearly two-thirds (65%) of our long-term incentives granted to our NEOs consist of performance-based PSUs and LTIP awards. For 2023, these awards utilized the same metrics linking payouts to relative three-year ROACE performance with a TSR modifier. The Committee chose ROACE as the performance measure for the long-term incentive awards based on the belief that this metric is highly correlated to positive TSR and provides an incentive to earn strong returns on the capital deployed towards mergers and acquisitions (which often result in an increase in goodwill and intangibles). The long-term performance results presented in this proxy statement include adjustments to Truist’s GAAP net income. For additional detail regarding these adjustments, please refer to Annex A.

The performance goals and payout ranges are established at the beginning of the cycle (i.e., early 2023 for the 2023-2025 performance period). LTIP awards have historically been settled in cash, but at the discretion of the Committee, may be settled in shares of Truist common stock, cash or both. Dividends are not accrued or paid on PSUs and LTIP awards during their vesting periods.

 

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Pay Decisions

For 2023, the Committee granted PSUs and LTIP awards to our NEOs with the following features:

 

 

2023-2025 PSU and LTIP Awards (Granted in 2023 and Vest/Settle in 2026)

Performance Period

Three years

Vesting Requirements and Forfeiture Provisions

Three-year cliff vesting through March 15, 2026, with 100% of the award being subject to reduction or forfeiture if there is an aggregate operating loss for the performance period or if a significant negative risk outcome occurs as determined by the Committee.

Performance Metric

 

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If the absolute performance goal of an average ROACE of 7% or more for the performance period is achieved, the award payout for the performance period will then be determined based upon Truist’s ROACE relative to the peer group ROACE. Payouts will be linearly interpolated for achievement between threshold, target and maximum goals. Payout of these awards will be determined by the Committee in early 2026, based on the payout percentage for ROACE indicated below.

 

Level

ROACE   

percentile performance   

relative to peer group   

Payout percent of target   

     

Below Threshold

Below 25th percentile   

0%   

     

Threshold

25th percentile   

50%   

     

Target

50th percentile   

100%   

Maximum

75th or greater   

150%   

TSR Modifier

Payouts are subject to a potential modifier based on our TSR, as illustrated below:

 

Percentile Performance of Truist TSR

Relative to Peer Group TSR

Percent Point Increase or
Reduction in Payout

   
< 25th

20 percentage point reduction

   
 25th < 75th No adjustment
   
 75th

20 percentage point increase*

*Subject to overall payout cap of 150% of the target amount of PSUs.

Dividend Treatment

Dividends are not paid on unvested PSU and LTIP Awards

 

 

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Compensation Discussion and Analysis

 

 

 

 

2021-2023 PSU and LTIP Awards (Granted in 2021 and Vested/Settled in March 2024)

Vesting Requirements and Forfeiture Provisions

Three-year cliff vesting, with 100% of the award being subject to reduction or forfeiture if there is an aggregate operating loss for the performance period or if a significant negative risk outcome occurs as determined by the Committee.

Performance Metrics

 

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If the absolute performance goal of an average ROATCE of 7% or more for the performance period is achieved, the award payout for the performance period will then be determined based on (1) Truist ROATCE relative to the peer group ROATCE, and (2) Truist ROACE relative to the peer group ROACE. Each metric will be scored independently, then weighted and added together. Payouts will be linearly interpolated for achievement between threshold, target and maximum goals.

 

Level

Each of ROACE and ROATCE   
percentile performance   
relative to peer group   

Payout percent of target   
(for each metric)   

     

Below Threshold

Below 25th percentile   

0%   

     

Threshold

25th percentile   

25%   

     

Target

50th percentile   

50%   

Maximum

75th or greater   

75%   

Payout

Payouts for the 2021-2023 PSU and LTIP awards were as follows:

 

50% Relative ROATCE

Performance and

Percentile (2021-2023)

 

Payout as %

of Target

 

50% Relative ROACE
Performance and

Percentile (2021-2023)

  Payout as % of Target   Actual Payout
Percentage

22.6% or the 98th

percentile

  75  

10.7% or the 19th

percentile

  0   75%

The Committee determined that the performance criteria for these awards were achieved at the levels shown in the table above and the awards vested in March 2024 at 75% of their target amounts. The Committee believes that with the significant proportion of the NEOs’ long-term incentive compensation that is settled in equity, including the vesting of the PSUs from these awards, and in light of the substantial Truist common stock holdings of most of our NEOs, it was appropriate to settle the 2021-2023 LTIP awards in cash.

 

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Table of Contents

Compensation Discussion and Analysis

 

 

 

RESTRICTED STOCK UNITS (RSUs)

RSUs complement other elements in our long-term incentive program and are linked to the sustainable appreciation of our stock price.

Pay Decisions

For 2023, the Committee granted RSUs with the following features:

 

 

2023 RSU Awards

Vesting Period

The RSUs vest in 1/3 increments over 4 years for all NEOs beginning on March 15 following the second anniversary of the grant date.

Vesting Requirements and Forfeiture Provisions

The 2023 RSUs are subject to reduction or forfeiture if Truist has incurred an annual operating loss for the year or the Committee determines that there has been a significant negative risk outcome as a result of a corporate or individual action.

Dividend Treatment

Dividends are not paid on unvested RSUs.

Mr. Howard’s Profits Interests in TIH

In connection with negotiating the Stone Point Transaction to sell a minority equity stake in TIH, Truist worked in collaboration with the Investor Group to develop a compensation program that would align TIH executives with the interests of all TIH equity holders. Based on these discussions, Mr. Howard was granted incentive equity awards in TIH in the form of both time-vesting and event-vesting profits interests (50% of each) with an aggregate Black-Scholes value of approximately $17,500,000. The size of the grant was intended to cover long-term incentive awards for a five-year period following the Stone Point Transaction and was made in lieu of any other long-term incentive compensation grant that Mr. Howard would have otherwise been eligible to receive during that period. The awards were granted in two installments, with the first grant in June 2023 and the second in December 2023 based on a final valuation. The TIH profits interests will only provide value to Mr. Howard based on any increase in the value of TIH over the value of TIH as of the date that the profits interests were granted (taking into account the investment by the Investor Group). If the value of TIH does not increase, then Mr. Howard will receive no value from the profits interests in TIH. The time-vesting profits interests will vest (subject to continued employment) ratably in four equal annual installments (25% each) on each of the first four anniversaries of April 4, 2023, the date that the Stone Point Transaction closed. For the time-vesting profits interests, there is no right to accelerated vesting on a change in control, initial public offering or spin-off. The vesting of the event-vesting profits interests will occur on a change in control of TIH or within a specified period of time following an initial public offering or spin-off of TIH (the time period between an initial public offering or spin-off of TIH and the vesting of such interests is referred to herein as the “post-event vesting period”). In addition, Mr. Howard must remain employed through the consummation of the applicable event or vesting date in order for the event-vesting profits interests to vest.

Mr. Howard also exchanged his unvested long-term incentive awards in Truist for additional time-vesting profits interests in TIH. The Committee reviewed Mr. Howard’s unvested long-term incentive awards in Truist and concluded that the Truist grants should be replaced with profits interests issued by TIH because of Mr. Howard’s shift in responsibilities after the Stone Point Transaction in order to align his interests more closely with those of TIH’s shareholders, including Truist. The Truist grants were converted based on their outstanding value as of the date of the closing of the Stone Point Transaction and were adjusted into time-vesting TIH profits interests. These time-vesting profits interests vest pro rata over the same four-year period as described above. As with the incentive award described above, the profits interests granted in exchange for the outstanding Truist awards were made in two installments in May and December of 2023 to ensure alignment with the final valuation of the awards.

Limited Perquisites

Our NEOs receive limited perquisites and other personal benefits that the Committee believes are reasonable and consistent with our overall executive compensation program. Such perquisites may include residential security services, executive physical wellness examinations, occasional use of sports tickets, spousal participation in certain corporate events and limited personal use of the company aircraft and driver. Our NEOs do not receive the following perquisites: corporate housing, personal club memberships or automobile allowances.

 

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Table of Contents

Compensation Discussion and Analysis

 

 

 

Teammate Benefits

PENSION PLAN

 

 

 

We provide the Truist Financial Corporation Pension Plan, a tax-qualified defined benefit retirement plan for eligible teammates (the “Pension Plan”). We are among the few remaining companies that offer a traditional pension plan for our teammates. This is a benefit that we believe provides a competitive advantage for attracting and retaining talent.

 

 

We also provide the Truist Financial Corporation Non-Qualified Defined Benefit Plan (the “Non-Qualified Defined Benefit Plan”) to augment the benefits payable under the Pension Plan to the extent that such benefits are curtailed by application of certain tax limitations. The Committee believes that the benefits provided by the Non-Qualified Defined Benefit Plan enable us to maximize the retention benefits of the Pension Plan.

 

 

The Pension Plan and the Non-Qualified Defined Benefit Plan are broad-based benefits, and the NEOs participate in both plans on the same basis as other similarly situated teammates.

 

 

The Pension Plan and the Non-Qualified Defined Benefit Plan provide retirement benefits based on length of service and cash compensation level prior to retirement with benefits generally increasing substantially as a participant approaches retirement.

 

 

We believe the retirement benefits provided by the Pension Plan are meaningful to all teammates, but especially to those who have devoted substantial service to Truist.

Moreover, we view the Pension Plan and the Non-Qualified Defined Benefit Plan as important retention tools for the NEOs and other highly compensated teammates. These retirement benefits could not easily be replicated upon the teammate’s departure from Truist prior to retirement. The Committee believes that while the overall retirement benefits provided to the NEOs are reasonable relative to those provided by its peer group, the Pension Plan and Non-Qualified Defined Benefit Plan provide us with a competitive advantage in attracting and retaining talent in light of the high number of companies that have frozen or abandoned traditional pension plans.

BENEFIT PLANS

During 2023, we maintained various teammate benefit plans that constitute a portion of the total compensation package available to the NEOs and all eligible teammates of Truist. These plans consist of the following:

 

 

 

the Truist Financial Corporation 401(k) Savings Plan, which in 2023 permitted teammates to contribute up to 50% of their cash compensation, on a tax-deferred, or after-tax basis, within certain IRS compensation deferral amount limits applicable to tax-qualified retirement plans, with Truist matching deferrals up to 6%* of their compensation;

 

 

 

the Truist Financial Corporation Non-Qualified Defined Contribution Plan, which is designed to augment the benefits under the Truist Financial Corporation 401(k) Savings Plan to the extent such benefits are curtailed by the application of certain limits imposed by the Internal Revenue Code (during 2023, eligible participants in the Non-Qualified Defined Contribution Plan were permitted to defer up to 50% of their cash compensation with certain participants eligible to receive a matching contribution of up to 6% of their compensation);

 

 

 

a medical plan that provides coverage for all eligible teammates;

 

 

 

disability insurance which, in the event of disability, pays a teammate 50% of his or her monthly compensation, subject to a cap of $35,000 per month; however, if the coverage percentage exceeds the monthly cap, we provide supplemental payments to executive officers to bring the monthly payment up to the percentage coverage level; and

 

 

 

certain other teammate benefits (such as sick leave, vacation, dental and vision coverage, etc.).

 

 

*

Effective January 1, 2024, the matching contribution was reduced to 4%. In addition, Truist added a discretionary matching contribution paid to 401(k) Savings Plan participants based on Truist’s achievement of certain financial goals.

The teammate benefits for the NEOs discussed in this subsection are determined by the same criteria applicable to all of our teammates. In general, benefits are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on years of service with Truist. These benefits are part of the strong value proposition we offer our teammates in furtherance of our purpose and help keep us competitive in attracting and retaining teammates. We believe that our teammate benefits are generally on par with benefits provided by our peer group and consistent with industry standards.

 

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Table of Contents

Compensation Discussion and Analysis

 

Section 4—Executive Compensation Process—Decision Inputs and Roles

 

 

 

Decision Making Calendar

2023 EXECUTIVE COMPENSATION PROCESS – COMPENSATION AND HUMAN CAPITAL COMMITTEE

 

 

 

First Quarter

 

 

  Review executive risk scorecard for the prior year

  Receive reports from the Chief Audit Officer regarding risk management and internal control effectiveness

  Approve financial results and adjustments for incentive plans

  Determine payments/vesting for incentive plans with performance periods completed the prior year (AIP, LTIP, PSUs and RSUs)

  Approve peer group for the current year

  Set company financial targets and performance measures for the current year to determine AIP awards, LTIP and PSUs

  Set executive officer compensation for current year – base salary, short-term and long-term incentive targets

  Review tally sheets

 

 Second Quarter

 

 

  Review projected financial results with proposed adjustments for incentive plans

 

 

 Third Quarter

 

 

  Conduct a mid-year review of current executive risk scorecard

  Review projected financial results with proposed adjustments for incentive plans

  Review of executive officer compensation with the Committee’s compensation consultant, Meridian Compensation Partners, LLC (“Meridian”)

 

 

 Fourth Quarter

 

 

  Review projected financial results with proposed adjustments for incentive plans

  Conduct annual review of director compensation

 

 

Peer Group and Competitive Analyses

The Committee uses a peer group to perform competitive assessments of executive compensation as well as to measure performance under our short- and long-term incentive plans. The Committee approves a group of publicly-traded banks or financial services holding companies each year to serve as the peer group. The Committee selected a peer group in 2020 and has re-evaluated that peer group on an annual basis since that time.

In evaluating the peer group, the Committee considers a number of factors, including industry and business mix, regulatory oversight, assets, revenues and market capitalization. The Committee believes it is important for the peer group to focus on other banks for performance comparisons and as our primary market for executive talent. However, the Committee recognizes that there are currently only two regional banks similar to our size (i.e., within one-half to two times our assets and revenues). To create a reasonable sample size for both pay and performance comparisons, the Committee has determined that it is appropriate to include additional companies that provide a balance of larger and smaller banks. Based on its comprehensive review, the Committee approved maintaining the peer group consisting of the following 10 companies. Given the wide range in sizes among the peer banks, the Committee uses its judgment in evaluating pay levels relative to the market data and does not target pay at a specific percentile of peers.

 

TRUIST 2023 PEER GROUP
  Company Name

 

Assets
($ in billions)*

 

Market Capitalization
($ in billions)*

JPMorgan Chase (NYSE: JPM)

  $3,875