DEF 14A of Truist Financial Corp, Mar 11, 2024

DEF 14A of Truist Financial Corp

Filed Mar 11, 2024 · FY20230001193125-24-064251

Open on EDGAR

  1. Truist Board of Director Nominees

    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.

  2. Truist Board of Director Nominees

    | | Age | Independent | Principal Occupation | Truist Standing Committee Memberships | | Jennifer S. Banner | 64 | | 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 | | CEO of GlobalWatch Technologies, Inc. | • Executive • Technology | | Agnes Bundy Scanlan | 66 | | President of The Cambridge Group LLC | • Executive • Nominating and Governance (Chair) • Risk | | Dallas S. Clement | 58 | | President and CFO of Cox Enterprises, Inc. | • Executive • Audit (Chair) • Nominating and Governance | | Patrick C. Graney III | 70 | | President of PJG, LLC | • Audit • Compensation and Human Capital | | Linnie M. Haynesworth | 66 | | Retired Sector Vice President and General Manager, Northrup Grumman Corporation | • Risk • Technology | | Donna S. Morea | 69 | | Chairman and CEO of Adesso Group, LLC | • Executive • Risk • Technology (Chair) | | Charles A. Patton | 67 | | 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 | | Retired Chairman, President and CEO of Piedmont Natural Gas Company, Inc. | • Executive • Nominating and Governance • Risk | | Laurence Stein | 56 | | Retired Executive Vice President and Chief Operating Officer, Asset & Wealth Management, at Goldman Sachs | | | Bruce L. Tanner | 65 | | Retired EVP and CFO of Lockheed Martin Corporation | • Audit • Compensation and Human Capital | | Steven C. Voorhees | 69 | | Retired President and CEO of WestRock Company | • Audit • Compensation and Human Capital (Chair) • Executive |

  3. Truist Board of Director Nominees

    | 6 | | 2024 Proxy Statement | |

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

    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.

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

    | | JENNIFER S. BANNER KNOXVILLE, TN | | K. DAVID BOYER, JR. OAKTON, VA |

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

    | 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. |

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

    | 10 | | 2024 Proxy Statement | |

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

    | | AGNES BUNDY SCANLAN CAMBRIDGE, MA | | DALLAS S. CLEMENT ATLANTA, GA |

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

    | 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. |

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

    | | 2024 Proxy Statement | | 11 |

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

    | | PATRICK C. GRANEY III CHARLESTON, WV | | 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. | |

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

    | 12 | | 2024 Proxy Statement | |

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

    | | DONNA S. MOREA ROYAL OAK, MD | | CHARLES A. PATTON N. PRINCE GEORGE, VA |

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

    | 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. |

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

    | | 2024 Proxy Statement | | 13 |

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

    | | WILLIAM H. ROGERS, JR. CHARLOTTE, NC | | THOMAS E. SKAINS CHARLOTTE, NC |

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

    | 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. |

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

    | 14 | | 2024 Proxy Statement | |

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

    | | LAURENCE STEIN RYE, NY | | BRUCE L. TANNER COLLEYVILLE, TX |

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

    | 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. |

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

    | | 2024 Proxy Statement | | 15 |

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

    | | STEVEN C. VOORHEES JACKSONVILLE BEACH, FL |

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

    | 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. |

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

    | 16 | | 2024 Proxy Statement | |

  25. Compensation of Directors

    Compensation of Directors 2023 Director Compensation Table

  26. Compensation of Directors

    | 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 |

  27. Compensation of Directors

    | (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. |

  28. Compensation of Directors

    | (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. |

  29. Compensation of Directors

    | (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. |

  30. Compensation of Directors

    | (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. |

  31. NARRATIVE TO 2023 DIRECTOR COMPENSATION TABLE

    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.

  32. NARRATIVE TO 2023 DIRECTOR COMPENSATION TABLE

    | 22 | | 2024 Proxy Statement | |

  33. NARRATIVE TO 2023 DIRECTOR COMPENSATION TABLE

    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.

  34. NARRATIVE TO 2023 DIRECTOR COMPENSATION TABLE

    | 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 |

  35. Compensation Program

    | 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. | 42 | | 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. | 48 | | Section 3—Executive Compensation Program Pay Decisions: Provides detail on pay decisions made with respect to service in 2023 related to each compensation component. | 51 | | 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. | 59 | | 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. | 62 |

  36. Truist Executive Compensation Program for 2023

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

  37. Truist Executive Compensation Program for 2023

    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.

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

    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. 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.

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

    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.

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

    | 46 | | 2024 Proxy Statement | |

  41. Sound Compensation and Governance Practices

    | 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. |

  42. Compensation Philosophy

    | • | 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; |

  43. Compensation Philosophy

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

  44. Compensation Philosophy

    | • | 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. |

  45. 2023 Pay Program Mix

    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.

  46. 2023 Pay Program Mix

    | 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 |

  47. 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 | — |

  48. 2023 Compensation Structure

    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.

  49. Annual Incentive Performance Awards

    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: 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.

  50. Annual Incentive Performance Awards

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  51. Annual Incentive Performance Awards

    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.

  52. 2023 Annual Incentive Performance Award

    2023 Annual Incentive Performance Award

  53. 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 | 96 |

  54. 2023 Annual Incentive Performance Award

    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

  55. 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. |

  56. Absolute EPS (40% of Award Opportunity)

    | Payout Target and % of Target Award Opportunity | | | | | Threshold | Target | Maximum | Actual* | | $4.61 | $5.12 | $5.50 | $4.76 | | 25% | 100% | 200% | 47.76% |

  57. 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. |

  58. Absolute PPNR (40% of Award Opportunity)

    | 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% |

  59. Absolute PPNR (40% of Award Opportunity)

    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).

  60. Long-Term Incentive Awards

    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.

  61. 2023 Long-Term Target Award

    2023 Long-Term Target Award

  62. 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 |

  63. 2023 Long-Term Target Award

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

  64. 2023 Long-Term Target Award

    | 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. | | |

  65. PERFORMANCE SHARE UNITS AND LTIP AWARDS

    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.

  66. PERFORMANCE SHARE UNITS AND LTIP AWARDS

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  67. PERFORMANCE SHARE UNITS AND LTIP AWARDS

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

  68. 2023-2025 PSU and LTIP Awards (Granted in 2023 and Vest/Settle in 2026)

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

  69. Vesting Requirements and Forfeiture Provisions

    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.

  70. Performance Metric

    Performance Metric 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.

  71. Performance Metric

    | 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% |

  72. TSR Modifier

    | 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* |

  73. TSR Modifier

    *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

  74. 2021-2023 PSU and LTIP Awards (Granted in 2021 and Vested/Settled in March 2024)

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

  75. Vesting Requirements and Forfeiture Provisions

    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.

  76. Performance Metrics

    Performance Metrics 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.

  77. Performance Metrics

    | 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% |

  78. Performance Metrics

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

  79. Performance Metrics

    | 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% |

  80. Performance Metrics

    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.

  81. Performance Metrics

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  82. RESTRICTED STOCK UNITS (RSUs)

    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:

  83. 2023 RSU Awards

    2023 RSU Awards

  84. Vesting Period

    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.

  85. Vesting Requirements and Forfeiture Provisions

    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.

  86. Dividend Treatment

    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.

  87. Peer Group and Competitive Analyses

    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.

  88. Peer Group and Competitive Analyses

    | TRUIST 2023 PEER GROUP | | | | Company Name | Assets ($ in billions)* | Market Capitalization ($ in billions)* | | JPMorgan Chase (NYSE: JPM) | $3,875 | $492 | | Bank of America (NYSE: BAC) | $3,180 | $266 | | Wells Fargo (NYSE: WFC) | $1,932 | $179 | | U.S. Bancorp (NYSE: USB) | $663 | $67 | | PNC Financial (NYSE: PNC) | $562 | $62 | | Truist Financial Corporation (NYSE: TFC) | $535 | $49 | | Citizens Financial (NYSE: CFG) | $222 | $15 | | Fifth Third (NASDAQ: FITB) | $215 | $23 | | M&T (NYSE: MTB) | $208 | $23 | | Key Corp (NYSE: KEY) | $188 | $13 | | Regions (NYSE: RF) | $152 | $18 | | Truist Financial Corporation percentile ranking | 50% | 50% |

  89. Peer Group and Competitive Analyses

    * Data sourced from S&P Global Market Intelligence as of December 31, 2023.

  90. Peer Group and Competitive Analyses

    | | 2024 Proxy Statement | | 59 |

  91. Peer Group and Competitive Analyses

    The compensation structure for the NEOs emphasizes variable pay based on performance. We generally compare each element of compensation as well as total compensation relative to the peer group. In establishing target pay opportunities, the Committee reviews market data from our peers as well as other financial services firms. The Committee establishes pay levels for each executive that are appropriate based on market data as well as other critical factors, including each executive’s specific role, performance, experience, expertise, internal pay comparisons and relative responsibilities of the NEOs. In addition to the external peer group analysis, the Committee also reviews detailed tally sheets for each executive and compares the total compensation for each executive officer relative to one another. This practice is consistent with our compensation philosophy of rewarding our teammates based upon their level of responsibility within the Company.

  92. Role of Compensation and Human Capital Committee

    | • | selecting and approving the performance metrics and goals for the executive compensation program and evaluating performance at the end of each performance period; |

  93. Role of Compensation and Human Capital Committee

    | • | approving award opportunities for our AIP awards, PSUs, RSUs and LTIP awards; |

  94. Role of Compensation and Human Capital Committee

    | • | conducting an annual review of director compensation; and |

  95. PERFORMANCE ADJUSTMENTS

    | • | The Committee may also make adjustments to the reported performance of peer group members for awards that measure our performance relative to the peer group. |

  96. Role of Compensation Consultant

    Role of Compensation Consultant The Committee engages a compensation consultant to provide market reference perspective and serve as an advisor. The compensation consultant serves at the request of, and reports directly to, the Committee. Further, the Committee has the sole authority to approve the compensation consultant’s fees and other retention terms, including the authority to limit the amount of fees the compensation consultant may earn from other services provided to Truist. The Committee has retained Meridian to act as the Committee’s compensation consultant. In this capacity, Meridian performed a review of our executive compensation programs, provided peer group analyses and advised on regulatory developments, corporate governance and best practice trends. The Committee determined that, based on its review, Meridian is independent and that its engagement did not present any conflicts of interest. In making this determination, the Committee noted that Meridian (i) provides no services to Truist other than compensation consulting, (ii) has no personal or business relationships with members of our Board or executive officers, (iii) does not directly own any shares of Truist stock, and (iv) retains a written policy designed to avoid conflicts of interest that may arise. Meridian also determined that it was independent from our management and confirmed this in a written statement provided to the Chair of the Committee. During 2023, the compensation consultant provided the following services to the Committee:

  97. Role of Compensation Consultant

    | • | reviewed our Company’s total compensation philosophy for reasonableness and appropriateness; |

  98. Role of Compensation Consultant

    | • | reviewed overall compensation levels; |

  99. Role of Compensation Consultant

    | • | reviewed our total executive compensation program relative to peers and advised the Committee of plans or practices that may be changed to improve effectiveness; |

  100. Role of Compensation Consultant

    | • | provided market and peer data and recommendations on executive officer and senior management compensation; |

  101. Role of Compensation Consultant

    | • | reviewed and advised the Committee on the composition of our peer group; |

  102. Role of Compensation Consultant

    | • | reviewed public disclosure on compensation, including drafts of this CD&A and related tables and compensation disclosures in this proxy statement; and |

  103. Role of Compensation Consultant

    | • | advised the Committee regarding the compensation of outside directors. |

  104. Role of Compensation Consultant

    In order for a compensation consultant to provide effective advice, the Committee expects them to interact with our management from time to time. These interactions generally involve, among other things:

  105. Role of Compensation Consultant

    | • | obtaining compensation and benefits data, as well as other relevant information that is not available from public sources; |

  106. Role of Compensation Consultant

    | • | working with management to understand the scope of the various executive jobs in order to provide accurate benchmarking; and |

  107. Role of Compensation Consultant

    | • | conferring with management to understand our business strategy and circumstances. |

  108. Role of Compensation Consultant

    This process enables the compensation consultant to identify any areas where further research or analysis may be necessary, while allowing it to discuss any changes to the executive compensation program or refine recommendations before finalizing its reports to the Committee.

  109. Role of Compensation Consultant

    | | 2024 Proxy Statement | | 61 |

  110. Executive Risk Scorecard/Risk Adjustments

    Executive Risk Scorecard/Risk Adjustments We utilize an executive risk scorecard, which the Committee may use to adjust, if necessary, the short-term and long-term incentive compensation of each NEO. The executive risk scorecard:

  111. Executive Risk Scorecard/Risk Adjustments

    | • | is included as part of our risk review process in which 100% of each executive officer’s short-term and long-term incentive compensation for 2023 was subject to potential adjustment; and |

  112. Executive Risk Scorecard/Risk Adjustments

    | • | is reviewed by the compensation consultant. |

  113. Executive Risk Scorecard/Risk Adjustments

    The Committee believes that the executive risk scorecard is an important element to appropriately balance incentive compensation at the executive officer level based on risk. The use of this risk scorecard has been discussed with our regulators as an additional way to conform to incentive compensation guidance and best practices.

  114. BALANCE BETWEEN SHORT- AND LONG-TERM COMPENSATION ELEMENTS

    BALANCE BETWEEN SHORT- AND LONG-TERM COMPENSATION ELEMENTS The Committee believes that having market-competitive fixed base salaries discourages inappropriate risk-taking. In addition, executives have a significant proportion of compensation provided in the form of equity awards, such as PSUs and RSUs that have performance and vesting features that extend over several years. Additionally, LTIP awards are based on our performance over a three-year period, encouraging our NEOs to focus on long-term performance, rather than just annual results, and further reducing risk-taking that is likely to produce only short-term benefits and allowing sufficient time for risk outcomes to emerge.

  115. USE OF PERFORMANCE MEASURES THAT ADJUST FOR RISK

    USE OF PERFORMANCE MEASURES THAT ADJUST FOR RISK To help encourage prudent risk management, the Committee considers the risk profile of the primary compensation elements. Under our incentive programs, we use performance metrics that closely correlate to shareholder return. Similarly, our incentive programs include measures that adjust for risk, including the use of the executive risk scorecard.

  116. EXECUTIVE COMPENSATION RECOUPMENT POLICY AND CLAWBACK AND FORFEITURE PROVISIONS IN 2022 INCENTIVE PLAN AND RELATED AWARD AGREEMENTS

    EXECUTIVE COMPENSATION RECOUPMENT POLICY AND CLAWBACK AND FORFEITURE PROVISIONS IN 2022 INCENTIVE PLAN AND RELATED AWARD AGREEMENTS Our Executive Compensation Recoupment Policy, adopted by the Committee in 2023, as well as clawback and forfeiture provisions in the 2022 Incentive Plan and related award agreements, also discourage imprudent risk-taking. Pursuant to the Executive Compensation Recoupment Policy, Truist is required to recover, unless the Committee determines that the recovery is impractical, the excess of any incentive-based compensation received by any (i) current or former executive officer and (ii) any other teammate of Truist and its subsidiaries designated by the Committee as subject to the Executive Compensation Recoupment Policy from time to time (each, a

  117. EXECUTIVE COMPENSATION RECOUPMENT POLICY AND CLAWBACK AND FORFEITURE PROVISIONS IN 2022 INCENTIVE PLAN AND RELATED AWARD AGREEMENTS

    | 62 | | 2024 Proxy Statement | |

  118. EXECUTIVE COMPENSATION RECOUPMENT POLICY AND CLAWBACK AND FORFEITURE PROVISIONS IN 2022 INCENTIVE PLAN AND RELATED AWARD AGREEMENTS

    “Covered Executive”), over the incentive-based compensation that should have been received by the Covered Executive during the applicable recoupment period if there is a restatement of Truist’s financial statements. The recoupment period is the three fiscal years completed immediately preceding the earlier of (i) the date that the Board (or a committee thereof, or the officer(s) of Truist authorized to take such action if Board action is not required) concludes, or reasonably should have concluded, that Truist is required to prepare a financial restatement, and (ii) the date on which a court, regulator or other legally authorized body causes Truist to prepare a financial restatement. Under the Executive Compensation Recoupment Policy, Truist may not indemnify any Covered Executive, directly or indirectly, for any losses that such Covered Executive may incur in connection with the recovery of erroneously awarded compensation, including through the payment of insurance premiums or gross-up payments. Truist’s obligation to recover erroneously awarded compensation is not dependent on (i) if or when the restated financial statements are filed or (ii) any fault of the Covered Executive for the accounting errors leading to a restatement. In addition, our 2022 Incentive Plan, which is the plan pursuant to which we now make all of our AIP, PSU, LTIP and RSU awards, and related award agreements contain broad language regarding clawbacks and make all awards under the 2022 Incentive Plan 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. The 2022 Incentive Plan and award agreements and any other document setting forth the terms and conditions of any compensation covered by the Executive Compensation Recoupment Policy are deemed to include the restrictions imposed by the Executive Compensation Recoupment Policy, and in the event of any inconsistency, the terms of the Executive Compensation Recoupment Policy govern. Our Board believes that the current structure of Truist’s incentive compensation recoupment practices is appropriate, effective, provides a balanced approach to risk management and properly aligns the interests of our executive officers and shareholders.

  119. RESPONSIBLE EQUITY GRANT PRACTICES

    RESPONSIBLE EQUITY GRANT PRACTICES Generally, the timing of our regular annual equity awards is determined months in advance of the actual grants in order to coincide with the regularly scheduled February meetings of the Board and the Committee. The grant date is established when the grants and all key terms are approved by the Board or the Committee, as the case may be. For the 2023 PSU and RSU awards, the Committee used the closing price of our common stock on the grant date to determine the number of PSU and RSU awards that were granted. In addition, the 2022 Incentive Plan includes prohibitions on the repricing of stock options without shareholder approval. We are required to recognize the expense of all share-based awards (such as PSUs and RSUs) in our income statement over the award’s minimum required service period.

  120. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  121. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value & Non-Qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | William H. Rogers, Jr. | 2023 | 1,200,000 | — | 6,843,578 | — | 2,650,167 | 1,107,866 | 236,035 | 12,037,646 | | Chairman and Chief | 2022 | 1,200,000 | — | 6,395,548 | — | 5,195,725 | — | 446,569 | 13,237,842 | | Executive Officer | 2021 | 1,133,333 | — | 4,104,530 | — | 4,276,067 | 381,585 | 499,911 | 10,395,426 | | Michael B. Maguire(6) | 2023 | 700,000 | — | 1,796,711 | — | 899,677 | 183,568 | 19,800 | 3,599,756 | | Senior Executive Vice President and Chief Financial Officer | 2022 | 576,705 | — | 983,282 | — | 1,227,361 | — | 99,821 | 2,887,169 | | Hugh S. Cummins III | 2023 | 800,000 | — | 3,328,958 | — | 1,668,600 | 701,917 | 19,800 | 6,519,275 | | Vice Chair and Chief | 2022 | 800,000 | — | 2,989,623 | — | 2,892,242 | 191,127 | 179,668 | 7,052,660 | | Operating Officer | 2021 | 780,000 | — | 7,789,545 | — | 2,346,960 | 613,716 | 179,942 | 11,710,163 | | Clarke R. Starnes III | 2023 | 760,000 | — | 2,313,815 | — | 1,006,175 | 2,405,342 | 19,800 | 6,505,132 | | Vice Chair and Chief Risk | 2022 | 745,909 | — | 2,008,761 | — | 2,135,845 | 617,918 | 2,400,381 | 7,908,814 | | Officer | 2021 | 713,333 | — | 1,783,444 | — | 2,626,834 | 3,022,673 | 1,261,815 | 9,408,099 | | Dontá L. Wilson(6) | 2023 | 695,833 | — | 1,891,301 | — | 993,454 | 1,050,453 | 31,648 | 4,662,689 | | Senior Executive Vice President and Chief | 2022 | 656,250 | — | 1,510,648 | — | 1,437,459 | — | 1,730,221 | 5,334,578 | | Retail and Small Business Banking Officer | | | | | | | | | | | John M. Howard(7) | 2023 | 975,758 | — | 20,825,605 | — | 1,848,510 | 1,042,333 | 19,800 | 24,712,006 | | Chief Executive Officer of TIH | 2021 | 800,000 | — | 2,347,351 | — | 2,530,124 | 988,205 | 446,542 | 7,112,222 |

  122. 2023 Summary Compensation Table

    | (1) Salary as a percentage of total annual compensation, as disclosed in this Summary Compensation Table, for each of the NEOs in 2023 was as follows: Mr. Rogers (10.0%), Mr. Maguire (19.4%), Mr. Cummins (12.3%), Mr. Starnes (11.7%), Mr. Wilson (14.9%) and Mr. Howard (3.9%). |

  123. 2023 Summary Compensation Table

    | (2) The amounts in the “Stock Awards” column with respect to all NEOs, other than Mr. Howard, reflect the grant date fair value of the PSUs and RSUs awarded during the year shown calculated in accordance with FASB ASC Topic 718. In 2023, PSUs and RSUs were granted to the NEOs, other than Messrs. Rogers and Howard, on February 27, 2023, and to Mr. Rogers on March 3, 2023. For 2023, PSUs were valued using a Monte Carlo simulation assuming a probable payout as of the grant date of target performance and estimating the fair value associated with a probable payout at target ($43.79 for PSUs granted on February 27 and $42.26 for PSUs granted on March 3), consistent with the approach for FASB ASC Topic 718 expensing. For February 27, 2023, RSUs were valued using the grant price of $47.14 less the present value of future dividends of $6.21, or $40.93, consistent with the approach for FASB ASC Topic 718 expensing. The RSUs granted on March 3, 2023 were valued using the grant price of $46.24 less the present value of future dividends of $6.20, or $40.04, consistent with the approach for FASB ASC Topic 718 expensing. At the maximum level of performance, the value of PSUs awarded in 2023 would be: $5,636,183 for Mr. Rogers, $1,482,554 for Mr. Maguire, $2,753,296 for Mr. Cummins, $1,916,732 for Mr. Starnes and $1,560,588 for Mr. Wilson. As discussed in the Compensation Discussion and Analysis, the outstanding PSUs and RSUs remain subject to vesting criteria and accordingly, the NEO may never receive any value from such award. For Mr. Howard, the amounts in the “Stock Awards” column reflect the grant date fair value of the profits-interest awards he received in TIH, calculated in accordance with FASB ASC Topic 718, including $3,078,303 of previously granted Truist long-term incentive awards converted into TIH profits-interest awards. As discussed in the Compensation Discussion and Analysis, the outstanding profits interests granted to Mr. Howard remain subject to vesting criteria and will only have value if the value of TIH increases from the date that the profits interests were granted to Mr. Howard; accordingly, Mr. Howard may never receive any value from such awards. For more information, see “Compensation Discussion and Analysis—Section 3—Executive Compensation Program Pay Decisions.” The assumptions used in the calculation of these amounts for awards granted in 2023, other than the awards granted to Mr. Howard, 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. |

  124. 2023 Summary Compensation Table

    | | 2024 Proxy Statement | | 65 |

  125. 2023 Summary Compensation Table

    | (3) Contains AIP award and LTIP payments for the NEOs, other than Mr. Howard, as indicated in the below table. Payments under each award occur when specific performance measures are achieved, as described in the Compensation Discussion and Analysis section above, rather than upon the date of grant. |

  126. 2023 Summary Compensation Table

    | Name | 2023 Annual Incentive Performance Award ($) | 2021-2023 LTIP ($) | | William H. Rogers, Jr. | 1,440,000 | 1,210,167 | | Michael B. Maguire | 630,000 | 269,677 | | Hugh S. Cummins III | 1,026,000 | 642,600 | | Clarke R. Starnes III | 490,200 | 515,975 | | Dontá L. Wilson | 665,000 | 328,454 |

  127. 2023 Summary Compensation Table

    | For Mr, Howard, contains short-term incentive award in the amount of $1,848,510. Payment under the award occurs when specific performance measures are achieved, as described in “Compensation Discussion and Analysis—Section 3—Executive Compensation Program Pay Decisions” and not upon the date of grant. |

  128. 2023 Summary Compensation Table

    | (4) The amounts listed are attributable to changes in the present value of the benefits under the Truist Financial Corporation Pension Plan and the Truist Financial Corporation Non-Qualified Defined Benefit Plan, as applicable, for each of the NEOs. The benefits the NEOs receive are calculated in the same manner as all plan participants. Consistent with all plan participants, the calculations for these benefits generally reference the highest levels of compensation over a five-year consecutive period in the ten-year period before retirement. |

  129. 2023 Summary Compensation Table

    | (5) The detail relating to “All Other Compensation” for 2023 is as follows: |

  130. 2023 Summary Compensation Table

    | Name | 401(k) Matching Contribution($) | NQDC Matching Contribution($) | Perquisites ($)* | | William H. Rogers, Jr. | 19,800 | 363,944 | 216,235 | | Michael B. Maguire | 19,800 | 95,842 | — | | Hugh S. Cummins III | 19,800 | 201,735 | — | | Clarke R. Starnes III | 19,800 | 153,951 | — | | Dontá L. Wilson | 19,800 | 108,198 | 11,848 | | John M. Howard | 19,800 | 126,105 | — |

  131. 2023 Summary Compensation Table

    | * Pursuant to SEC rules, we have not reported perquisites to those NEOs where the value of the perquisites, in the aggregate, is less than $10,000. Mr. Rogers’ perquisites for 2023 consisted of: (a) the maintenance of a residential security system and (b) limited use of the corporate airplane (in an amount of $193,213) and driver for personal travel. Mr. Wilson’s perquisites for 2023 consisted of: (a) maintenance of a residential security system and (b) limited use of the corporate airplane for personal travel. The Company determines the amount associated with personal use of its aircraft by calculating the incremental cost to it for each flight by summing (i) (x) the total of aircraft fuel used on each flight multiplied by (y) the fuel’s cost per gallon, and (ii) the flight’s remaining variable operating costs, which include: (1) landing, parking, terminal, passenger ground transportation, flight planning and weather services expenses; (2) supplies, catering and crew travel and meal expenses; and (3) any customs, foreign permit, and similar fees. Fixed costs that do not change based on usage, such as pilot salaries, depreciation of aircraft and maintenance costs, are not included in the calculation of variable operating cost. |

  132. 2023 Summary Compensation Table

    | (6) Messrs. Maguire and Wilson were not NEOs prior to 2022. |

  133. 2023 Summary Compensation Table

    | (7) Mr. Howard was not a NEO in 2022. |

  134. 2023 Summary Compensation Table

    | 66 | | 2024 Proxy Statement | |

  135. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  136. 2023 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2)(3)(4) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(5)(6)(7) | | | Grant Date Fair Value of Stock Awards ($)(8) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | William H. Rogers Jr. | | | | | | | | | | Performance Share Units | 3/3/2023 | | | | 44,247 | 88,494 | 132,741 | 3,757,455 | | Restricted Stock Units | 3/3/2023 | | | | | 77,076 | | 3,086,123 | | Annual Incentive Performance Award | 3/3/2023 | 360,000 | 3,600,000 | 7,200,000 | | | | | | 2023-2025 LTIP(1) | 3/3/2023 | 1,272,000 | 2,544,000 | 3,816,000 | | | | | | Michael B. Maguire | | | | | | | | | | Performance Share Units | 2/27/2023 | | | | 11,285 | 22,571 | 33,856 | 988,384 | | Restricted Stock Units | 2/27/2023 | | | | | 19,749 | | 808,327 | | Annual Incentive Performance Award | 2/27/2023 | 126,000 | 1,260,000 | 2,520,000 | | | | | | 2023-2025 LTIP(1) | 2/27/2023 | 332,500 | 665,000 | 997,500 | | | | | | Hugh S. Cummins III | | | | | | | | | | Performance Share Units | 2/27/2023 | | | | 20,958 | 41,917 | 62,875 | 1,835,545 | | Restricted Stock Units | 2/27/2023 | | | | | 36,487 | | 1,493,413 | | Annual Incentive Performance Award | 2/27/2023 | 228,000 | 2,280,000 | 4,560,000 | | | | | | 2023-2025 LTIP(1) | 2/27/2023 | 562,000 | 1,124,000 | 1,686,000 | | | | | | Clarke R. Starnes III | | | | | | | | | | Performance Share Units | 2/27/2023 | | | | 14,590 | 29,181 | 43,771 | 1,277,836 | | Restricted Stock Units | 2/27/2023 | | | | | 25,311 | | 1,035,979 | | Annual Incentive Performance Award | 2/27/2023 | 163,400 | 1,634,000 | 3,268,000 | | | | | | 2023-2025 LTIP(1) | 2/27/2023 | 425,600 | 851,200 | 1,276,800 | | | | | | Dontá L. Wilson | | | | | | | | | | Performance Share Units | 2/27/2023 | | | | 11,879 | 23,759 | 35,638 | 1,040,407 | | Restricted Stock Units | 2/27/2023 | | | | | 20,789 | | 850,894 | | Annual Incentive Performance Award | 2/27/2023 | 133,000 | 1,330,000 | 2,660,000 | | | | | | 2023-2025 LTIP(1) | 2/27/2023 | 365,972 | 731,944 | 1,097,916 | | | | | | John M. Howard | | | | | | | | | | Annual Incentive | 2/27/2023 | 57,500 | 2,300,000 | 4,600,000 | | | | | | Profits-Interest Awards | 5/15/2023 | | | | | 695,443 | | 1,905,514 | | | 6/2/2023 | | | | | 2,019,231 | | 5,653,847 | | | 6/2/2023 | | | | | 2,019,231 | | 5,653,847 | | | 12/1/2023 | | | | | 680,624 | | 1,980,616 | | | 12/1/2023 | | | | | 1,105,769 | | 3,217,788 | | | 12/1/2023 | | | | | 829,551 | | 2,413,993 |

  137. 2023 Grants of Plan-Based Awards

    | (1) LTIP awards have been paid in cash and are disclosed under the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column of this table. When the threshold, target and maximum payments were established in 2023 for the LTIP, such payments were based on each executive’s base salary for 2023 with assumptions made for increases in base salary for subsequent years in the performance cycle. Actual payments will be based on the actual average salary over the three-year performance cycle and are determined based on satisfaction of certain performance metrics discussed in the section entitled “Long-Term Incentive Awards” within our Compensation Discussion and Analysis. |

  138. 2023 Grants of Plan-Based Awards

    | (2) For a discussion of the terms of the PSUs, RSUs, AIP awards, LTIP and Mr. Howard’s short-term and long-term awards, see “Compensation Discussion and Analysis—Section 3—Executive Compensation Program Pay Decisions.” |

  139. 2023 Grants of Plan-Based Awards

    | (3) For the AIP award, the threshold payment is 10% of the target amount. For the LTIP, the threshold payment is 50% of the target amount. For Mr. Howard’s short-term incentive award, the threshold payment is 2.5% of the target amount. |

  140. 2023 Grants of Plan-Based Awards

    | (4) For the AIP award, the maximum payment is 200% of the target amount. For the LTIP, the maximum payment is 150% of the target amount. For Mr. Howard’s short-term incentive award, the maximum payment is 200% of the target amount. |

  141. 2023 Grants of Plan-Based Awards

    | (5) If the performance and vesting criteria for PSUs and RSUs are not met, awards are subject to reduction, forfeiture or nonpayment. The ultimate number of PSUs that will vest will be determined by Truist’s performance over the three-year performance period. |

  142. 2023 Grants of Plan-Based Awards

    | (6) For PSUs the threshold payment is 50% of the target amount. |

  143. 2023 Grants of Plan-Based Awards

    | (7) For PSUs, the maximum payment is 150% of the target amount. |

  144. 2023 Grants of Plan-Based Awards

    | (8) This column reflects the grant date fair value, computed in accordance with FASB ASC Topic 718, of PSUs and RSUs, and in the case of Mr. Howard, profits-interests in TIH, granted in 2023. Please refer to Note (2) in the Summary Compensation Table for additional detail on the grant date fair value of awards. |

  145. 2023 Grants of Plan-Based Awards

    | | 2024 Proxy Statement | | 67 |

  146. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End

  147. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | Name (a) | Number of Securities Underlying Unexercised Options Exercisable (#) (b) | Number of Securities Underlying Unexercised Options Unexercisable (#) (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock that Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) (j) | | William H. Rogers, Jr. | — | — | — | — | — | — | — | 354,037 | 13,071,046 | | Michael B. Maguire | — | — | — | — | — | — | — | 74,185 | 2,738,910 | | Hugh S. Cummins III | | — | — | | | — | — | 261,877 | 9,668,499 | | Clarke R. Starnes III | — | — | — | — | — | — | — | 122,692 | 4,529,789 | | Dontá L. Wilson | — | — | — | — | — | — | — | 90,998 | 3,359,646 | | John M. Howard(2) | — | — | — | — | — | — | — | 7,349,849 | 20,825,605 |

  148. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (1) Column (i) Unearned and Unvested Restricted Stock Units and Performance Share Units: |

  149. Option Exercises and Stock Vested in 2023(1)

    Option Exercises and Stock Vested in 2023(1)

  150. Option Exercises and Stock Vested in 2023(1)

    | Option Awards | Stock Awards |

  151. Option Exercises and Stock Vested in 2023(1)

    | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | William H. Rogers, Jr. | — | — | 76,956 | 2,470,288 | | Michael B. Maguire | — | — | 14,804 | 475,208 | | Hugh S. Cummins III | 55,924 | 1,560,414 | 54,070 | 1, 704,827 | | Clarke R. Starnes III | — | — | 33,419 | 1,072,750 | | Dontá L. Wilson | — | — | 15,619 | 501,370 | | John M. Howard | — | — | 10,184 | 326,906 |

  152. Option Exercises and Stock Vested in 2023(1)

    | (1) This table presents gross share amounts, without accounting for cashless exercises or shares withheld upon exercise for payment of taxes. |

  153. Option Exercises and Stock Vested in 2023(1)

    | (2) Based on the $32.10 closing price of Truist’s common stock on March 15, 2023, $29.00 on September 15, 2023 and $32.14 on November 30, 2023, the dates of vesting. |

  154. Option Exercises and Stock Vested in 2023(1)

    | | 2024 Proxy Statement | | 69 |

  155. 2023 Pension Benefits(1)

    2023 Pension Benefits(1)

  156. 2023 Pension Benefits(1)

    | Name | Plan Name(2) | Number of Years Credited Service(3) (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | William H. Rogers, Jr. | Q | 4 | 1,353,095 | — | | | NQ | 4 | 3,394,610 | — | | | NQ (ERISA Excess) | 31 | 954,772 | — | | | NQ (SERP) | 31 | 4,531,738 | — | | Michael B. Maguire | Q | 4 | 146,559 | — | | | NQ | 4 | 404,171 | — | | Hugh S. Cummins III | Q | 4 | 300,765 | — | | | NQ | 4 | 1,755,515 | — | | | NQ (ERISA Excess) | 6 | 49,802 | — | | Clarke R. Starnes III | Q | 35 | 2,923,992 | — | | | NQ | 35 | 18,394,740 | — | | Dontá L. Wilson | Q | 25 | 888,403 | — | | | NQ | 25 | 3,609,713 | — | | John M. Howard | Q | 8 | 968,198 | — | | | NQ | 12 | 3,801,545 | — |

  157. 2023 Pension Benefits(1)

    | (1) The 2023 Pension Benefits table shows the estimated present value of accumulated benefits payable to each of the NEOs, including the number of years of service credited to each such NEO, determined using the measurement date, interest rate and mortality rate assumptions consistent with those used in Truist’s financial statements. For these purposes, the credited years of service and present value of accumulated benefits were measured as of December 31, 2023. |

  158. 2023 Pension Benefits(1)

    | (2) Q = Truist Financial Corporation Pension Plan. |

  159. 2023 Pension Benefits(1)

    | NQ = Truist Financial Corporation Non-Qualified Defined Benefit Plan. |

  160. 2023 Pension Benefits(1)

    | NQ (ERISA Excess) = SunTrust ERISA Excess Plan. The purpose of this plan was to provide benefits that would have been provided under the SunTrust Banks, Inc. Retirement Plan if the Internal Revenue Code did not place annual limits on compensation and benefits. |

  161. 2023 Pension Benefits(1)

    | NQ (SERP) = SunTrust Banks, Inc. Tier 2 SERP. This plan was designed to provide a targeted level of post-retirement income to a highly select group of key executives who had a significant impact on SunTrust’s long-term growth and profitability. |

  162. 2023 Pension Benefits(1)

    | (3) Each plan limits the years of credited service to a maximum of 35 years. |

  163. Narrative to 2023 Pension Benefits Table

    Narrative to 2023 Pension Benefits Table We maintain the Truist Financial Corporation Pension Plan (the “Pension Plan”) and the Truist Financial Corporation Non-Qualified Defined Benefit Plan (the “Non-Qualified Defined Benefit Plan”). For a discussion of the valuation methods and material assumptions applied in quantifying the present value of the current accrued benefit under each of these plans, as set forth in the table above, please refer to Note 15 “Benefit Plans” in the “Notes to Consolidated Financial Statements” included with the Annual Report on Form 10-K for the year ended December 31, 2023, and filed with the SEC on February 27, 2024. A discussion of each of these plans is set forth below. Messrs. Rogers and Cummins participated in plans assumed in the merger of equals with SunTrust that created Truist. Those plans have provisions which differ from the Truist plans discussed below. The Company merged the SunTrust qualified pension plan into the Truist Pension Plan in 2020. Mr. Rogers and Mr. Cummins continue to participate in the SunTrust ERISA Excess Plan, and Mr. Rogers continues to participate in the SunTrust Banks, Inc. Tier 2 SERP, although any future benefit accruals will come only from the Truist Pension Plan and Non-Qualified Defined Benefit Plan as benefit accruals under these heritage SunTrust plans were frozen prior to the merger. Tax-Qualified Defined Benefit Plan. The Pension Plan is a tax-qualified defined benefit pension plan for eligible teammates. Most teammates of Truist and its subsidiaries who have attained age 21 are eligible to participate in the Pension Plan after completing one year of service. Our contributions to the Pension Plan are computed on an actuarial basis. No participant contributions are permitted. Except as described below for teammates hired or rehired on or after January 1, 2024, a participant’s annual normal retirement benefit under the Pension Plan at age 65 is an amount equal to 1.0% of the participant’s final average compensation plus 0.5% of the participant’s final average compensation in excess of Social Security covered compensation, multiplied by the number of years of creditable service completed up to a maximum of 35 years. A participant’s final average compensation is his or her average annual cash compensation, including salary, wages, overtime, bonuses and incentive compensation, for the five consecutive years in the last ten years in which he or she receives compensation that produces the highest average. Effective January 1, 2024, the formula for the pension plan was modified for new hires and rehires. Each of those participant’s annual normal retirement benefit under the Pension Plan is an amount equal to 0.94% of the participant’s final average compensation plus

  164. Narrative to 2023 Pension Benefits Table

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  165. Narrative to 2023 Pension Benefits Table

    0.47% of the participant’s final average compensation in excess of Social Security covered compensation multiplied by the number of years of creditable service completed up to a maximum of 35 years. The new formula requires these participants to work two additional years in order to receive the same benefit as under the formula for already existing participants, in essence, moving full retirement benefits to 67 years of age. Non-Qualified Defined Benefit Plan. The Non-Qualified Defined Benefit Plan is an excess benefit plan designed to provide supplemental pension benefits for certain highly compensated teammates, including the NEOs, to the extent that their benefits under the Pension Plan are curtailed due to IRS compensation and benefit limitations. Benefits under the Non-Qualified Defined Benefit Plan are included in the table above. Retirement. Messrs. Rogers, Cummins, Starnes and Howard meet or have met the requirements for retirement under the Pension Plan and the Non-Qualified Defined Benefit Plan. While the general retirement age is 65, teammates with at least 10 years of service who have attained age 55 are eligible to retire and begin receiving a reduced pension immediately. If a teammate begins pension payments prior to the normal retirement age of 65, the payments are reduced based on a plan-specified reduction schedule ranging from receipt of 50% at age 55, increasing until reaching 98% at age 64, with the increases weighted more heavily toward the earlier years. Generally, pension benefits under each plan are paid to qualifying participants in the form of a life annuity for non-married participants and a joint and 50% survivor annuity for married participants.

  166. 2023 Non-Qualified Deferred Compensation

    2023 Non-Qualified Deferred Compensation

  167. 2023 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in 2023 ($)(1) | Truist Contributions in 2023 ($)(2) | Aggregate Earnings in 2023 ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/2023 ($)(4) | | William H. Rogers, Jr. | 364,458 | 363,944 | 1,801,156 | — | 8,665,090 | | Michael B. Maguire | 102,142 | 95,842 | 91,032 | 28,586 | 570,861 | | Hugh S. Cummins III | 1,681,121 | 201,735 | 892,720 | — | 7,074,279 | | Clarke R. Starnes III | 180,209 | 153,951 | 253,205 | — | 4,701,788 | | Dontá L. Wilson | 114,498 | 108,198 | 157,293 | — | 1,477,395 | | John M. Howard | 139,156 | 126,105 | 288,587 | — | 3,191,601 |

  168. 2023 Non-Qualified Deferred Compensation

    | (1) Executive contributions were based on each NEO’s deferral elections and the salaries, AIP award and/or LTIP payments received by each NEO in 2023. |

  169. 2023 Non-Qualified Deferred Compensation

    | (2) This column represents Truist’s matching contributions credited to the accounts of the NEOs during 2023 in respect of the NEO’s contributions. These values are also reflected in the “All Other Compensation” column of the 2023 Summary Compensation Table. |

  170. 2023 Non-Qualified Deferred Compensation

    | (3) This column reflects earnings or losses on plan balances in 2023. Earnings may increase or decrease depending on the performance of the elected deemed investment options. These earnings are not above-market or preferential and thus are not reported in the 2023 Summary Compensation Table. |

  171. 2023 Non-Qualified Deferred Compensation

    | (4) This column represents each NEO’s year-end balance under the Non-Qualified Defined Contribution Plan. These balances include the NEO’s and Truist’s respective contributions that were included in the summary compensation tables in previous years. Amounts in this column include earnings that were not previously reported in the summary compensation table because they were not above-market or preferential earnings. |

  172. Narrative to 2023 Non-Qualified Deferred Compensation Table

    Narrative to 2023 Non-Qualified Deferred Compensation Table The Truist Financial Corporation Non-Qualified Defined Contribution Plan (the “Non-Qualified Defined Contribution Plan”) is an excess benefit plan that provides supplemental benefits to certain highly-compensated teammates, including the NEOs, to the extent that their benefits under the Truist Financial Corporation 401(k) Savings Plan are curtailed due to the application of certain IRS benefit and compensation limitations. During 2023, eligible teammates were permitted to defer up to 50% of their cash compensation under the Non-Qualified Defined Contribution Plan, with certain participants, including each NEO, eligible to receive a matching contribution up to 6% of his or her compensation. All cash compensation is eligible for deferral unless prohibited under Internal Revenue Code Section 409A. Plan participants may select deemed investment funds under the Non-Qualified Defined Contribution Plan that are identical to the investment funds offered under the 401(k) Plan with the exception that no deemed investments in Truist common stock are permitted. Participants make an election upon entering the Non-Qualified Defined Contribution Plan regarding the timing of plan distributions. The two allowable distribution elections are distribution upon termination or distribution based on a selected age following termination not to exceed age 65. The Non-Qualified Defined Contribution Plan also allows for an in-service hardship withdrawal based on facts and circumstances that meet IRS guidelines. The Non-Qualified Defined Contribution Plan also provides participants in our incentive compensation plans with an effective means of electing to defer, on a pre-tax basis, a portion of the payments that they are entitled to receive under such plans.

  173. Narrative to 2023 Non-Qualified Deferred Compensation Table

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  174. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The potential payments to the NEOs pursuant to existing plans and arrangements in the event of their termination or a change of control at December 31, 2023 are shown in the table below. In December 2023, Truist amended and restated the Management Change of Control, Severance and Noncompetition Plan, originally adopted in July 2022, (the “Severance Plan”), which covers executive officers, including each of the NEOs, other than Mr. Howard. Several of the important provisions of the Severance Plan are discussed below, including the non-competition and non-solicitation conditions, which generally are a prerequisite to receiving termination payments under the Severance Plan.

  175. Potential Payments Upon Termination or Change of Control

    | | Voluntary / Retirement ($) | For Cause ($) | Death / Disability ($) | Other than Just Cause or for Good Reason ($) | Change of Control ($) | | William H. Rogers, Jr. | | | | | | | Severance | — | — | — | 9,600,000 | 9,600,000 | | Pro-Rata Bonus(1) | 1,440,000 | — | 1,440,000 | 1,440,000 | 1,440,000 | | LTIP(2) | 3,618,167 | — | 3,618,167 | 3,618,167 | 3,618,167 | | PSUs(2) | 6,638,881 | — | 6,638,881 | 6,638,881 | 6,638,881 | | RSUs(3) | 6,054,031 | — | 6,054,031 | 6,054,031 | 6,054,031 | | Welfare Benefits(4) | — | — | — | 29,734 | 29,734 | | Outplacement | — | — | — | — | — | | Reduction Per Severance Plan(5) | — | — | — | — | — | | Total | 17,751,078 | — | 17,751,078 | 27,380,812 | 27,380,812 | | Hugh S. Cummins III | | | | | | | Severance | — | — | — | 6,160,000 | 6,160,000 | | Pro-Rata Bonus(1) | 1,026,000 | — | 1,026,000 | 1,026,000 | 1,026,000 | | LTIP(2) | 1,781,267 | — | 1,781,267 | 1,781,267 | 1,781,267 | | PSUs(2) | 5,453,342 | — | 5,453,342 | 5,453,342 | 5,453,342 | | RSUs(3) | 2,902,503 | — | 2,902,503 | 2,902,503 | 2,902,503 | | Welfare Benefits(4) | — | — | — | 12,584 | 12,584 | | Outplacement | — | — | — | — | — | | Reduction Per Severance Plan(5) | — | — | — | — | — | | Total | 11,163,112 | — | 11,163,112 | 17,335,696 | 17,335,696 | | Clarke R. Starnes III | | | | | | | Severance | — | — | — | 4,788,000 | 4,788,000 | | Pro-Rata Bonus(1) | 490,200 | — | 490,200 | 490,200 | 490,200 | | LTIP(2) | 1,301,678 | — | 1,301,678 | 1,301,678 | 1,301,678 | | PSUs(2) | 2,272,537 | — | 2,272,537 | 2,272,537 | 2,272,537 | | RSUs(3) | 2,093,179 | — | 2,093,179 | 2,093,179 | 2,093,179 | | Welfare Benefits(4) | — | — | — | 41,726 | 41,726 | | Outplacement | — | — | — | — | — | | Reduction Per Severance Plan(5) | — | — | — | — | — | | Total | 6,157,594 | — | 6,157,594 | 10,987,320 | 10,987,320 | | Michael B. Maguire | | | | | | | Severance | — | — | — | 3,920,000 | 3,920,000 | | Pro-Rata Bonus(1) | — | — | 630,000 | 630,000 | 630,000 | | LTIP(2) | — | — | 780,729 | 780,729 | 780,729 | | PSUs(2) | — | — | 1,394,395 | 1,394,395 | 1,394,395 | | RSUs(3) | — | — | 1,271,783 | 1,271,783 | 1,271,783 | | Welfare Benefits(4) | — | — | — | 30,961 | 30,961 | | Outplacement | — | — | — | — | — | | Reduction Per Severance Plan(5) | — | — | — | — | — | | Total | — | — | 4,076,907 | 8,027,868 | 8,027,868 |

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  177. Potential Payments Upon Termination or Change of Control

    | | Voluntary / Retirement ($) | For Cause ($) | Death / Disability ($) | Other than Just Cause or for Good Reason ($) | Change of Control ($) | | Dontá L. Wilson | | | | | | | Severance | — | — | — | 4,060,000 | 4,060,000 | | Pro-Rata Bonus(1) | — | — | 665,000 | 665,000 | 665,000 | | LTIP(2) | — | — | 929,967 | 929,967 | 929,967 | | PSUs(2) | — | — | 1,715,303 | 1,715,303 | 1,715,303 | | RSUs(3) | — | — | 1,546,357 | 1,546,357 | 1,546,357 | | Welfare Benefits(4) | — | — | — | 41,738 | 41,738 | | Outplacement | — | — | — | — | — | | Reduction Per Severance Plan(5) | — | — | — | — | (770,956) | | Total | — | — | 4,856,627 | 8,958,365 | 8,187,409 | | John M. Howard | | | | | | | Severance | — | — | — | 6,600,000 | 6,600,000 | | Pro-Rata Bonus(6) | 1,848,510 | — | 1,848,510 | 1,848,510 | 1,848,510 | | Profits Interests(7) | — | — | 1,632,799 | 1,632,799 | 6,492,239 | | Welfare Benefits(4) | — | — | — | 41,756 | 41,756 | | Outplacement | — | — | — | — | — | | Reduction Per Employment Agreement(5) | — | — | — | — | — | | Total | 1,848,510 | — | 3,481,309 | 10,123,066 | 14,982,506 |

  178. Potential Payments Upon Termination or Change of Control

    | (1) If termination occurs on or after March 31, 2023 due to retirement, death, disability or other than for just cause or for good reason, the NEO will receive pro-rated short-term incentive awards. The amounts for these NEOs reflect fiscal year 2023 actual AIP award payouts as the table assumes termination on December 31, 2023. |

  179. Potential Payments Upon Termination or Change of Control

    | (2) Following termination due to retirement, death, disability or other than for just cause or for good reason, LTIP and PSU awards remain subject to the Company’s actual performance. Therefore, we have calculated these amounts using actual performance for the 2021 LTIP and PSU awards and an assumption of target performance for both the 2022 and 2023 LTIP and PSU awards. However, these are forward-looking statements that may not be representative of actual performance. For these scenarios, the amounts include for the 2022 and 2023 LTIP and PSU awards pro-rated numbers reflecting a termination date of December 31, 2023. Following a change of control, the NEO is entitled to LTIP payments prorated through the date of the change of control. The amounts shown above include actual payments for the 2021-2023 LTIP cycle and projected pro rata payments for the two outstanding three-year LTIP cycles that have not been completed as of December 31, 2023, assuming that the Company’s performance criteria are met at 100% of the NEO’s target opportunity and such payment being prorated through the date of the change of control (assumed to be December 31, 2023 for purposes of this table). Following a change of control, the NEO is entitled to PSU payments, with performance based on actual results for the completed calendar year(s) and target performance assumed for the remaining uncompleted calendar year(s). The amounts shown above include actual performance awarded for the 2021-2023 PSU awards, and PSU awards for 2022 and 2023 at target. |

  180. Potential Payments Upon Termination or Change of Control

    | (3) Value determined by multiplying the number of RSUs that vest by $36.92, the closing market price of a share of our common stock on December 29, 2023. |

  181. Potential Payments Upon Termination or Change of Control

    | (4) Amounts include life, medical and disability benefits to be paid under the applicable plan. |

  182. Potential Payments Upon Termination or Change of Control

    | (5) The amount reflects the reduction to the NEO’s payments such that the payments are not deemed to be “excess parachute payments” under Internal Revenue Code Section 280G. For NEOs who are retirement eligible, amounts related to LTIP awards, PSUs and RSUs are not included in the calculation of excess parachute payments. |

  183. Potential Payments Upon Termination or Change of Control

    | (6) If termination during 2023 occurred other than for just cause or for good reason, Mr. Howard would receive his entire short-term incentive award for 2023. If termination occurred in 2023 due to death or disability, Mr. Howard would receive a pro-rated short-term incentive award for 2023. The amount for Mr. Howard reflects the fiscal year 2023 actual short-term incentive award payout as the table assumes termination on December 31, 2023. |

  184. Potential Payments Upon Termination or Change of Control

    | (7) With respect to Mr. Howard’s time-vesting profits interest in TIH, in the event of the termination of his employment by reason other than death, disability or reduction in force, all of his unvested time-vesting profits will be forfeited. In the event of the termination of his employment due to death, disability or reduction in force, the number of time-vesting profits interests that would have vested on the next vesting date will vest, and any other unvested time-vesting profits interests will be forfeited. With respect to Mr. Howard’s event-vesting profits interest in TIH, in the event of the termination of his employment for any reason prior to a change in control, initial public offering or spin-off, all unvested event-vesting profits interests will be forfeited. In the event of the termination of his employment by reason other than death, disability or reduction in force during the post-event vesting period, all unvested event-vesting profits interests will be forfeited. |

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  186. Narrative to Potential Payments Upon Termination or Change of Control Table

    Narrative to Potential Payments Upon Termination or Change of Control Table Amounts shown in the table above and in the discussion below assume the NEO terminated employment on December 31, 2023 and are estimates of the amounts the NEOs (other than Mr. Howard) would receive upon termination pursuant to the Severance Plan, the BB&T Corporation 2012 Incentive Plan (the “2012 Incentive Plan”) and the 2022 Incentive Plan and award agreements applicable to the NEO as in effect on December 31, 2023 (or in the case of Mr. Howard, pursuant to the terms of his employment agreement and his profits interest grant in TIH as described below). The actual amounts to be paid can only be determined at the time of a NEO’s termination of employment. The amounts reported above do not include amounts that would be provided to a NEO under plans and arrangements that are generally available to all salaried teammates or amounts reported in the “2023 Pension Benefits” and “2023 Non-qualified Deferred Compensation” tables. Named Executive Officers (Other than John M. Howard) Under the Severance Plan, each of the NEOs (other than Mr. Howard who does not participate in the Severance Plan), who undergoes a qualifying termination (i) other than for cause, or (ii) for good reason, including in the case of such a termination of employment that occurs within 24 months after a Change of Control, will receive, subject to the NEO’s execution of a general release of claims:

  187. Narrative to Potential Payments Upon Termination or Change of Control Table

    | (i) A lump sum payment equal to two times the sum of (a) the NEO’s annual base salary (annualized), as most recently increased, plus (b) the annual cash bonus the NEO would have received for the year of termination assuming target performance, offset by the extent to which the NEO receives base salary or annual cash bonus payments during the garden leave period described below; and |

  188. Narrative to Potential Payments Upon Termination or Change of Control Table

    | (ii) To the extent the NEO has been participating in the medical, dental and/or vision plans of Truist or an affiliate as of the date of termination, Truist will pay to the NEO a lump sum payment in cash equal to the product of (a) 24 multiplied by (b) the monthly COBRA premium as of the date of termination for the medical, dental and vision coverage the NEO had immediately prior to the date of termination minus the monthly dollar amount the NEO would have paid to Truist for such coverage, offset by the extent to which the NEO participates in such benefit plans during the garden leave period described below. |

  189. Narrative to Potential Payments Upon Termination or Change of Control Table

    All outstanding PSUs, RSUs and LTIP awards as of the termination date will either be forfeited or vest under the terms and conditions of the incentive plans and award agreements under which they were granted depending on the circumstances of the termination and the retirement eligibility of the NEO. In the event of the death or disability, and subsequent termination, of any NEO, the Company and Truist Bank will use their best efforts to accelerate vesting of any unvested benefits to which the NEO may be entitled under any stock-based or other benefit plan or arrangement to the extent permitted by the terms of such plans. The Severance Plan also includes a non-competition obligation applicable to participants who have been designated by the Board as “officers” within the meaning of Rule 16a-1(f) promulgated under the Exchange Act (“Section 16 Officers”), and for all participants an obligation not to solicit Truist teammates or clients, each obligation continuing for 12 consecutive months after the date of termination of employment. These prohibitions generally preclude the Section 16 Officers (currently all NEOs participating in the Severance Plan are Section 16 Officers) from working for a direct competitor providing banking or financial products or services within the continental United States. Additionally, the nonsolicitation covenants prohibit the participant from soliciting or assisting in the solicitation of any recipient of the Company’s banking or financial products or services and other Company clients or inducing any of our teammates to terminate their employment with the Company or its affiliates. The Severance Plan also provides for a three month garden leave period for participants who resign with or without good reason. The participant must provide the Company with three months’ advance written notice of his or her termination of employment, and during the three month garden leave period, he or she will remain employed by Truist. The Severance Plan provides for reductions in payments to the extent necessary to avoid exceeding the limits established by Section 280G of the Internal Revenue Code. Payments in excess of these limits are often referred to as “excess parachute payments,” and exceeding the Section 280G limits generally triggers an excise tax on the payments. Under the Severance Plan, if termination payments and benefits to be provided (along with any other payments and benefits available to the NEO) will constitute an excess parachute payment, then the payments will be reduced to an amount that is $1.00 less than the amount that would cause the payments to be an excess parachute payment; provided, however, that such a reduction will only be imposed if the reduction results in a greater after-tax benefit to the NEO than if such payments had not been reduced. For purposes of the Severance Plan, the 2012 Incentive Plan and the 2022 Incentive Plan and award agreements, “Change of Control” means a change in ownership or effective control of Truist or a change in the ownership of a substantial portion of the assets of Truist (as described under Section 409A of the Internal Revenue Code). For purposes of the Severance Plan, “Cause” generally means one or more of the following by the NEO: (i) dishonesty, theft or embezzlement; (ii) refusal or failure to perform the NEO’s assigned duties for the Company or any of its affiliates in a satisfactory manner; or (iii) engaging in any conduct that could be materially damaging to the Company or any of its affiliates without a reasonable good faith

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  191. Narrative to Potential Payments Upon Termination or Change of Control Table

    belief that such conduct was in the best interest of the Company or any of its affiliates; provided, however, that if capable of cure, a termination for Cause under clauses (ii) or (iii) will only be effective if the NEO fails to cure the circumstances giving rise to termination for Cause within 30 days following delivery of a notice of termination by the Company. The Severance Plan generally defines “good reason” as one or more of the following conditions without the NEO’s express written consent, in each case, that is not cured by the Company within 30 days following delivery of a notice of termination by the NEO:

  192. Narrative to Potential Payments Upon Termination or Change of Control Table

    | (i) a material diminution in the NEO’s position, authority, duties or responsibilities (including the assignment to the NEO of any duties or responsibilities materially and adversely inconsistent with the NEO’s position, authority, duties or responsibilities then in effect, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the NEO); |

  193. Narrative to Potential Payments Upon Termination or Change of Control Table

    | (ii) a material reduction (other than pursuant to a uniform reduction applicable to other similarly situated executives of the Company) in the base salary or annual target bonus opportunity of the NEO; |

  194. Narrative to Potential Payments Upon Termination or Change of Control Table

    | (iii) | the Company’s requirement that the NEO relocate the NEO’s principal business office to any location more than 35 miles from its then-current location; or |

  195. Narrative to Potential Payments Upon Termination or Change of Control Table

    | (iv) the Company’s failure to obtain the assumption of the Severance Plan by any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, or any business of the Company for which the NEO’s services are principally performed. |

  196. Narrative to Potential Payments Upon Termination or Change of Control Table

    The NEO must deliver the notice of termination to the Company within 90 days of actual knowledge of the act or omission constituting good reason. For purposes of the 2012 Incentive Plan, the 2022 Incentive Plan and related award agreements, “Disability” means: (i) the NEO incurs a separation from service for disability under a disability insurance program of Truist or an affiliate that the NEO is a participant in, (ii) if the NEO is not a participant in a disability insurance program of Truist or an affiliate, if the NEO suffers from any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the individual to be unable to perform the duties of employment or any substantially similar position of employment and the NEO incurs a “separation from service,” within the meaning of Internal Revenue Code Section 409A, from Truist and its affiliates, and (iii) with respect to any incentive option, the “permanent and total disability” as defined in Section 22(e)(3) of the Internal Revenue Code. John M. Howard Employment Agreement Under Mr. Howard’s employment agreement, dated February 15, 2023 (the “Employment Agreement”), if Mr. Howard’s employment is terminated (i) other than for cause, or (ii) for good reason, Mr. Howard will receive, subject to his execution of a general release of claims:

  197. Narrative to Potential Payments Upon Termination or Change of Control Table

    | (i) payment of any accrued salary and vacation earned though the date of termination and any unpaid annual cash bonus for the prior fiscal year; |

  198. Narrative to Potential Payments Upon Termination or Change of Control Table

    | (ii) a lump sum payment equal to two times the sum of (a) his annual base salary, plus (b) the annual cash bonus he would have received for the year of termination assuming target performance; and |

  199. Narrative to Potential Payments Upon Termination or Change of Control Table

    | (iii) | continued participation in TIH employee benefit plans, as in effect on the date of termination, until the 18 month anniversary of the date termination. Upon the occurrence of the 18 month anniversary, Mr. Howard will receive a lump sum payment in cash in an amount equal to 6 times the monthly COBRA rate for such benefits, as determined on the date of such 18 month anniversary. |

  200. Narrative to Potential Payments Upon Termination or Change of Control Table

    In the event of termination due to death or disability, Mr. Howard will receive a lump sum payment equal to the product of (a) the annual cash bonus he would have received for the year of termination assuming target performance, and (b) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the date of termination and the denominator of which is equal to 365. The Employment Agreement includes a non-competition obligation and an obligation not to solicit TIH teammates, providers of insurance products to TIH or TIH clients, each obligation continuing for two years after the date of termination of Mr. Howard’s employment. These prohibitions generally preclude Mr. Howard from working for a direct competitor that is in the business of selling, trading or servicing wholesale insurance products or in the business of providing retail insurance brokerage services. Additionally, these covenants prohibit Mr. Howard from soliciting certain providers of insurance products to TIH to discontinue doing or to reduce the amount of their business with TIH, soliciting certain customers of TIH for a competitive business, or inducing any of TIH’s teammates to terminate their employment with TIH. For purposes of the Employment Agreement, “Cause” generally means one or more of the following by Mr. Howard: (i) (A) conviction or plea of guilty or nolo contendere to a felony or (B) commission of any act involving moral turpitude, dishonesty, disloyalty or fraud that results in material financial or reputational harm to TIH or any of its affiliates; (ii) breach of fiduciary duty, gross negligence or willful misconduct with respect to TIH or any of affiliates that has caused TIH or any of its affiliates material financial or reputational harm,

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  202. Narrative to Potential Payments Upon Termination or Change of Control Table

    (iii) failure to substantially perform his duties (other than such a failure due to his physical or mental illness or death), or (iv) material breach of any of his obligations under the Employment Agreement, under any other material written agreement or covenant Mr. Howard has entered into with TIH, or under any material written policy, program or code of TIH that is applicable to Mr. Howard and senior executives of TIH; provided, however, that if capable of cure, a termination for Cause under clauses (i)—(iv) will be effective only if Mr. Howard fails to cure the circumstances giving rise to termination for Cause within 30 days following delivery of a notice of termination by TIH. The Employment agreement generally defines “good reason” to mean any termination of employment by Mr. Howard within three months following a reduction by TIH in Mr. Howard’s total salary or a reduction by TIH of Mr. Howard’s target bonus opportunity. For purposes of the Employment Agreement, “Disability” means: (i) Mr. Howard incurs a separation from service for disability under a disability insurance program of TIH, or (ii) Mr. Howard incurs a “separation from service” for disability within the meaning of Internal Revenue Code Section 409A. Profits Interests With respect to Mr. Howard’s time-vesting profits interest in TIH, in the event of the termination of his employment by reason other than death, disability or reduction in force, all of his unvested time-vesting profits will be forfeited. In the event of the termination of his employment due to death, disability or reduction in force, the number of time-vesting profits interests that would have vested on the next vesting date will vest, and any other unvested time-vesting profits interests will be forfeited. All of Mr. Howard’s vested time-vesting profits interests will be subject to TIH’s repurchase rights upon termination of employment as described below. With respect to Mr. Howard’s event-vesting profits interest in TIH, in the event of the termination of his employment for any reason prior to a Change in Control, Initial Public Offering or Spin-Off, all unvested event-vesting profits interests will be forfeited. In the event of the termination of his employment by reason other than death, disability or reduction in force during the post-event vesting period, all unvested event-vesting profits interests will be forfeited. If his employment is terminated due to death, disability or reduction in force during the post-event vesting period, the unvested event-vesting profits interests will vest on a pro rata basis depending on the length of time that has elapsed from the date of grant to the date of termination with 100% of such interests vesting if the termination of employment occurs four years or more after the grant date. Any vested event-vesting profits interests that are not cashed out in the applicable transaction giving rise to vesting will be subject to TIH’s repurchase rights upon termination of employment as described below. If Mr. Howard’s employment is terminated for “cause” or if he breaches the restrictive covenants in the plan (as described below), all of his profits interests, whether vested or unvested, will be automatically forfeited. If his employment is terminated for any reason other than “cause,” and he has not breached the restrictive covenants in the plan, TIH may elect to repurchase all or a portion of his vested profits interests at fair market value as of the time that the repurchase election is made. For purposes of the profits-interests plan, “Change in Control” means the first of the following events to occur after April 3, 2023: (i) any single transaction or series of related transactions, where any one person (other than the Investor Group) or more than one person acting in concert as a group, acquires more than fifty percent (50%) of TIH’s voting power; (ii) any single transaction or series of related transactions where Truist holds less than fifty percent (50%) of TIH’s voting power, (iii) a merger, consolidation, or similar transaction involving TIH or in which TIH’s securities are issued unless TIH’s pre-transaction equity holders continue to own at least 50% of the voting power of TIH, its successor or ultimate parent company; or (iv) the sale or other disposition of all or substantially all of the assets of TIH and its subsidiaries on a consolidated basis; provided that if any award constitutes “deferred compensation” (as defined in Section 409A of the Internal Revenue Code), no event shall constitute a change in control with respect to such award if it does not also constitute a change in the ownership or effective control of TIH, or in the ownership of a substantial portion of TIH’s assets (in either case, as defined in Section 409A). A Change in Control does not include an Initial Public Offering or a Spin-Off. The profits-interest plan defines “Disability” to mean, (i) if Mr. Howard is a participant in a disability insurance program, that his employment is terminated for disability under that program, or (ii) if Mr. Howard is not a participant in a disability insurance program, that Mr. Howard suffers from any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes Mr. Howard to be unable to perform the duties of his employment or any substantially similar position of employment. For purposes of the profits-interest plan, “Initial Public Offering” means (i) the initial underwritten public offering pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form, (ii) a direct listing of some or all of the applicable shares on any national market or exchange, or (iii) any transaction or series of related transactions in which the equity securities of a company are exchanged for or otherwise converted into securities that are publicly listed, through a merger, acquisition, business combination or similar transaction, in each case with a special purpose acquisition company, commonly known as a “de-SPAC transaction.” “Reduction in Force” means the elimination of Mr. Howard’s job or position by TIH due solely to circumstances beyond the control of Mr. Howard, such as automation, technology, changing market conditions or the elimination, modification or centralization of all or a part of the operations of TIH, as determined by the plan administrator in its sole discretion.

  203. Narrative to Potential Payments Upon Termination or Change of Control Table

    | 76 | | 2024 Proxy Statement | |

  204. Narrative to Potential Payments Upon Termination or Change of Control Table

    “Spin-Off” means a distribution of the units of TIH (or other equity securities of TIH) to the owners of Truist or the Investor Group. To the extent permitted by applicable law, the profits-interests plan includes covenants regarding non-competition, non-solicitation of and prohibitions with respect to hiring employees and non-solicitation of and non-interference with customers, in each case for 24 months following termination of employment. The plan also contains non-disparagement and confidentiality provisions following termination of employment. The profits-interest award is subject to clawback relating to (i) financial considerations that relate to financial mistakes, bad risk outcomes or gross misconduct, (ii) other “cause” like behavior, and (iii) breaches of restrictive covenants.

  205. Narrative to Potential Payments Upon Termination or Change of Control Table

    | | 2024 Proxy Statement | | 77 |

  206. Pay Ratio Disclosure

    Pay Ratio Disclosure SEC rules require us to disclose the ratio of the annual total compensation of our CEO to the median employee’s (teammate’s) annual total compensation. For 2023, Mr. Roger’s annual total compensation was $12,434,311 and the median teammate’s annual total compensation was $109,424. These amounts include the value of certain non-discriminatory benefits. Based upon this information, the ratio of the annual total compensation of our CEO to the median teammate was 114 to 1. The CEO pay ratio rules allow us to use the same median teammate for comparison purposes for up to three years. Although we identified a median teammate for 2022, we have decided to select a new median teammate for 2023 due to changes in the teammate population in connection with our cost-savings program. For purposes of identifying our median teammate for 2023, we examined our teammate population, excluding our CEO, as of December 31, 2023. As permitted by SEC rules, we excluded (i) 83 teammates working in Canada given the small number of teammates in that jurisdiction, (ii) 10 teammates hired via various acquisitions of other businesses during the year, and (iii) 454 teammates that were on unpaid leave of absence for all of 2023. The median teammate was determined by reviewing wages, tips and other compensation on payroll records for our teammate population, as reported to the IRS on Form W-2. The pay ratio identified above is a reasonable estimate calculated in a manner consistent with SEC rules. Pay ratios that are reported by our peers may not be directly comparable to ours because of differences in the composition of each company’s workforce, as well as the assumptions and methodologies used in calculating the pay ratio as permitted by SEC rules.

  207. Pay Ratio Disclosure

    | 78 | | 2024 Proxy Statement | |

  208. Pay Ratio Disclosure

    As required by SEC rules, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, please refer to the “Compensation Discussion and Analysis” (the “CD&A”).

  209. Pay Ratio Disclosure

    | | Summary Compensation Table Total for First PEO (1) (Kelly S. King) | Summary Compensation Table Total for Second PEO (1) (William H. Rogers, Jr.) | Compensation Actually Paid to First PEO (2) (Kelly S. King) | Compensation Actually Paid to Second PEO (2) (William H. Rogers, Jr.) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) (7) | Absolute Earnings Per Share (8) | | Year | | | | | | | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | — | $12,037,646 | — | $4,119,266 | $9,199,771 | $3,870,419 | $78.39 | $96.66 | $(1,047) | $4.76 | | 2022 | — | $13,237,842 | — | $11,774,153 | $6,193,618 | $6,642,889 | $85.70 | $97.53 | $6,267 | $4.59 | | 2021 | $15,288,905 | $10,395,426 | $23,785,332 | $24,811,139 | $9,296,667 | $9,957,776 | $112.04 | $124.08 | $6,437 | $4.25 | | 2020 | $14,823,906 | — | $11,068,514 | — | $7,678,184 | $5,076,214 | $88.87 | $89.69 | $4,492 | $3.80 |

  210. Pay Ratio Disclosure

    | 1. | The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. William H. Rogers, Jr. (our Chief Executive Officer) and Mr. Kelly S. King (our former Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Compensation of Executive Officers – Summary Compensation Table.” Mr. King served as our Chief Executive Officer during 2020 and 2021. Effective September 12, 2021, Mr. Rogers succeeded Mr. King as Chief Executive Officer. Mr. Rogers continued to serve as our Chief Executive Officer during 2022 and 2023. |

  211. Pay Ratio Disclosure

    | 2. | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to the PEOs, Mr. Rogers and Mr. King, as computed in accordance with Item 402(v) of Regulation S-K. These dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Rogers or Mr. King, as applicable, during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Rogers’ total compensation for 2023 to determine the compensation actually paid: |

  212. Pay Ratio Disclosure

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Reported Change in the Actuarial Present Value of Pension Benefits (c) | Pension Benefit Adjustments (d) | Compensation Actually Paid to PEO | | 2023 | $12,037,646 | $(6,843,578) | $4,774 | $(1,107,866) | $28,290 | $4,119,266 |

  213. Pay Ratio Disclosure

    | (a) Represents the deduction from the “Reported Summary Compensation Table Total for PEO” column for the total grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for 2023. |

  214. Pay Ratio Disclosure

    | (b) The equity award adjustments for 2023 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in 2023 that were outstanding and unvested as of the end of 2023; (ii) the amount of change as of the end of 2023 (from the end of the prior fiscal year) in fair value of any awards granted in prior years that were outstanding and unvested as of the end of 2023; (iii) for awards that were granted and vested in 2023, the fair value as of the vesting date; (iv) for awards granted in prior years that vested in 2023, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during 2023, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in 2023 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2023. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  215. Pay Ratio Disclosure

    | Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | $2,505,037 | $(1,697,970) | — | $(802,293) | — | — | $4,774 |

  216. Pay Ratio Disclosure

    | (c) Represents the deduction for the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for 2023. |

  217. Pay Ratio Disclosure

    | | 2024 Proxy Statement | | 79 |

  218. Pay Ratio Disclosure

    | (d) The total pension benefit adjustments for 2023 include the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Rogers during 2023 (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during 2023 that were attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows: |

  219. Pay Ratio Disclosure

    | Year | Service Cost | Prior Service Cost | Total Pension Benefit Adjustments | | 2023 | $28,290 | — | $28,290 |

  220. Pay Ratio Disclosure

    | 3. | The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. King and/or Mr. Rogers, applicable) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Rogers) included for purposes of calculating the average amounts in 2023 are Michael B. Maguire, Hugh S. Cummins III, Clarke R. Starnes III, Dontá L. Wilson and John M. Howard. |

  221. Pay Ratio Disclosure

    | 4. | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. King and/or Mr. Rogers, as applicable), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Rogers) during 2023. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the NEOs as a group (excluding Mr. Rogers) for 2023 to determine the compensation actually paid, using the same methodology described above in Note 2: |

  222. Pay Ratio Disclosure

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments (a) | Average Reported Change in the Actuarial Present Value of Pension Benefits | Average Pension Benefit Adjustments (b) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $9,199,771 | $(6,031,278) | $1,432,720 | $(1,076,723) | $345,928 | $3,870,419 |

  223. Pay Ratio Disclosure

    | (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |

  224. Pay Ratio Disclosure

    | Year | Average Year End Fair Value of Equity Awards | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2023 | $2,934,301 | $(615,412) | — | $(258,644) | (627,525) | — | $1,432,720 |

  225. Pay Ratio Disclosure

    | (b) The amounts deducted or added in calculating the total pension benefit adjustments are as follows: |

  226. Pay Ratio Disclosure

    | Year | Average Service Cost | Average Prior Service Cost | Total Average Pension Benefit Adjustments | | 2023 | $345,928 | — | $345,928 |

  227. Pay Ratio Disclosure

    | 5. | Cumulative TSR is calculated by dividing (i) the sum of (A) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (B) the difference between the Company’s share price at the end and the beginning of the measurement period, by (ii) the Company’s share price at the beginning of the measurement period. |

  228. Pay Ratio Disclosure

    | 6. | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the KBW Nasdaq Bank Index. |

  229. Pay Ratio Disclosure

    | 7. | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  230. Pay Ratio Disclosure

    | 8. | For purposes of our incentive compensation plans, absolute earnings per share is calculated by dividing the Company’s net income available to common shareholders for the applicable year, adjusted for certain unexpected or non-core performance items as determined by the Compensation and Human Capital Committee, by the average number of fully diluted common shares outstanding during the year. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that EPS is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table above) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. EPS for purposes of our incentive compensation plans is a non-GAAP financial measure. See Annex A for a reconciliation of GAAP earnings per share to EPS for purposes of our incentive compensation plans for 2023. |

  231. Pay Ratio Disclosure

    | 80 | | 2024 Proxy Statement | |

  232. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the CD&A, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the PvP table set forth above. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the PvP table. Compensation Actually Paid and Cumulative TSR The amount of compensation actually paid to the PEOs, Messrs. King and Rogers (as applicable), and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Messrs. King and/or Rogers, as applicable) is generally aligned with the Company’s cumulative TSR over the four years presented in the table. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is primarily because a significant portion of the compensation actually paid to the NEOs is comprised of equity awards. As described in more detail in the CD&A, as of December 31, 2023, approximately 51% of the value of total target compensation awarded to the CEO and 44% of the value of total target compensation awarded to the other NEOs consists of equity awards, including RSU and PSU awards. Compensation Actually Paid and Net Income The amount of compensation actually paid to the PEOs, Messrs. King and Rogers (as applicable), and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Messrs. King and/or Rogers, as applicable) is generally aligned with the Company’s net income over the four years presented in the PvP table. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the performance measures which the Company uses when setting goals in the Company’s short-term and long-term incentive compensation plans, such as EPS, PPNR and ROACE. Each of these measures is calculated using net income as a component. As described in more detail in the CD&A, as of December 31, 2023, approximately 68% of the value of total target compensation awarded to the CEO and 67% of the value of total target compensation awarded to the other NEOs is performance-based pay largely dependent on financial measures that are calculated using net income as a key element. Compensation Actually Paid and EPS The amount of compensation actually paid to the PEOs, Messrs. King and Rogers (as applicable), and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Messrs. King and/or Rogers, as applicable) is generally aligned with the Company’s EPS over the four years presented in the PvP table, although EPS increased slightly in 2023 while compensation actually paid decreased as discussed below. For purposes of our incentive compensation plans, EPS is defined as the Company’s net income available to common shareholders for the applicable year, adjusted for certain unexpected or non-core

  233. Analysis of the Information Presented in the Pay Versus Performance Table

    | | 2024 Proxy Statement | | 81 |

  234. Analysis of the Information Presented in the Pay Versus Performance Table

    performance items as determined by the Compensation and Human Capital Committee, divided by the average number of fully diluted common shares outstanding during the year. EPS for purposes of our incentive compensation plans is a non-GAAP financial measure. See