DEF 14A of Truist Financial Corp, Mar 17, 2025

DEF 14A of Truist Financial Corp

Filed Mar 17, 2025 · FY20240001193125-25-055156

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 currently serve as Truist directors. We are proud of the experience, skill, and background of this group and the dedication of each nominee.

  2. Truist Board of Director Nominees

    | | Age | Independent | Principal Occupation | Truist Standing Board Committee Memberships | | Jennifer S. Banner | 65 | | Executive Director of Management Forum of, and Consultant with Special Appointment to, the University of Tennessee’s Haslam College of Business | • Audit • Technology | | K. David Boyer, Jr. | 73 | | CEO of GlobalWatch Technologies, Inc. | • Executive • Technology | | Agnes Bundy Scanlan | 67 | | President of The Cambridge Group LLC | • Executive • Nominating and Governance (Chair) • Risk | | Dallas S. Clement | 59 | | President and CFO of Cox Enterprises, Inc. | • Audit (Chair) • Executive • Nominating and Governance | | Linnie M. Haynesworth | 67 | | Retired Sector Vice President and General Manager, Northrup Grumman Corporation | • Risk • Technology | | Donna S. Morea | 70 | | Chairman and CEO of Adesso Group, LLC | • Executive • Risk • Technology (Chair) | | Charles A. Patton | 68 | | Manager of Patton Holdings, LLC and PATCO Investments, LLC | • Executive • Nominating and Governance • Risk (Chair) | | William H. Rogers, Jr. | 67 | | Chairman and CEO of Truist | • Executive (Chair) | | Thomas E. Skains | 68 | | Retired Chairman, President, and CEO of Piedmont Natural Gas Company, Inc. | • Compensation and Human Capital • Executive • Nominating and Governance | | Laurence Stein | 57 | | Retired EVP and COO, Asset & Wealth Management, of The Goldman Sachs Group, Inc. | • Risk | | Bruce L. Tanner | 66 | | Retired EVP and CFO of Lockheed Martin Corporation | • Audit • Compensation and Human Capital | | Steven C. Voorhees | 70 | | Retired President and CEO of WestRock Company | • Audit • Compensation and Human Capital (Chair) • Executive |

  3. Truist Board of Director Nominees

    | 4 | | 2025 Proxy Statement | |

  4. Nominees for Election as Directors for a One-Year Term Expiring in 2026

    Nominees for Election as Directors for a One-Year Term Expiring in 2026 The Board of Directors has nominated the following individuals to serve as directors of Truist until the 2026 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 2026

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

  6. Nominees for Election as Directors for a One-Year Term Expiring in 2026

    | Tenure: • Since 2003 Age: 65 Board Committees: • Audit • Technology Public Company Directorships: • Uniti Group • Elme Communities | Tenure: • Since 2009 Age: 73 Board Committees: • Executive • Technology • Trust (Chair)—Truist Bank | | Professional Experience: Since June, 2019, Ms. Banner has served the University of Tennessee Haslam College of Business as Executive Director of the Management Forum and, since August 2024, as Consultant with Special Appointment working in the Integrated Business and Engineering Program, the Physician Executive MBA Program, and the Department of Management and Entrepreneurship. Ms. Banner previously served as President and Chief Executive Officer of SchaadSource, 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 the Schaad Family Office, LLC (a diversified holding company) from 2012 through 2018. Ms. Banner is also an Industry Research Fellow at the Massachusetts Institute of Technology Center for Information Systems Research (MIT CISR), which provides chief information officers, digital leaders, and boards of directors with insights into technology and digital innovation. She was a co-researcher and co-author with MIT CISR senior research scientists of an article published in Sloan Management Review regarding the importance of technology and digital skills in the boardroom and is presently participating with MIT senior research scientists regarding future-ready technology skills for public company directors. Ms. Banner has served on the board of trustees of Elme Communities (NYSE: ELME) since 2022 and on the board of directors of Uniti Group, Inc. (NASDAQ: UNIT) since 2015. Qualifications and Skills: Ms. Banner brings to Truist leadership and management experience and skills in public accounting, real estate, 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. among other listed companies. Ms. Banner’s skills also include knowledge of technology innovation and digital transformation through formal training and research participation as an Industry Research Fellow with MIT CISR and from 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 2026

    | 8 | | 2025 Proxy Statement | |

  8. Nominees for Election as Directors for a One-Year Term Expiring in 2026

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

  9. Nominees for Election as Directors for a One-Year Term Expiring in 2026

    | Tenure: • Since 2017 Age: 67 Board Committees: • Executive • Nominating and Governance (Chair) • Risk • Trust—Truist Bank Public Company Directorship: • AppFolio, Inc. Past Public Company Directorship: • R1 RCM Inc. | Tenure: • Since 2015 Age: 59 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, 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 experience, including in the areas of climate risk, regulatory, compliance, legal, and government affairs, 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 professional 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 2026

    | | 2025 Proxy Statement | | 9 |

  11. Nominees for Election as Directors for a One-Year Term Expiring in 2026

    | | LINNIE M. HAYNESWORTH OAKTON, VA | | DONNA S. MOREA ROYAL OAK, MD | | Tenure: • Since 2019 Age: 67 Board Committees: • Risk • Technology Public Company Directorships: • Automatic Data Processing, Inc. • Micron Technology, Inc. • Eastman Chemical Company | | Tenure: • Since 2012 Age: 70 Board Committees: • Executive • Risk • Technology (Chair) Public Company Directorship: • Science Applications International Corporation Past Public Company Directorship: • KLDiscovery Inc. | | | 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 U.S. 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. | | 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. | |

  12. Nominees for Election as Directors for a One-Year Term Expiring in 2026

    | 10 | | 2025 Proxy Statement | |

  13. Nominees for Election as Directors for a One-Year Term Expiring in 2026

    | | CHARLES A. PATTON N. PRINCE GEORGE, VA | | WILLIAM H. ROGERS, JR. CHARLOTTE, NC |

  14. Nominees for Election as Directors for a One-Year Term Expiring in 2026

    | Tenure: • Since 2013 Age: 68 Board Committees: • Executive • Nominating and Governance • Risk (Chair) | Tenure: • Since 2011 Age: 67 Board Committee: • Executive (Chair) | | 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. | 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 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 Chief Executive Officer of SunTrust Banks, Inc. He was named Chairman of SunTrust in 2012 after being elected to the board and named Chief Executive Officer in 2011. Qualifications and Skills: Mr. Rogers previously served on the board of the Bank Policy Institute and 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 chair of the board 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. |

  15. Nominees for Election as Directors for a One-Year Term Expiring in 2026

    | | 2025 Proxy Statement | | 11 |

  16. Nominees for Election as Directors for a One-Year Term Expiring in 2026

    | | THOMAS E. SKAINS CHARLOTTE, NC | | LAURENCE STEIN RYE, NY |

  17. Nominees for Election as Directors for a One-Year Term Expiring in 2026

    | Tenure: • Since 2009 Age: 68 Board Committees: • Compensation and Human Capital • Executive • Nominating and Governance Public Company Directorships: • Duke Energy Corporation • National Fuel Gas Company | Tenure: • Since 2024 Age: 57 Board Committees: • Risk • Trust—Truist Bank | | 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 our Chairman and Chief Executive Officer 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. | Professional Experience: Mr. Stein retired in 2023 as Executive Vice President and Chief Operating Officer, Asset & Wealth Management, at The Goldman Sachs Group, Inc., 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, make Mr. Stein a valuable member of our Board. |

  18. Nominees for Election as Directors for a One-Year Term Expiring in 2026

    | 12 | | 2025 Proxy Statement | |

  19. Nominees for Election as Directors for a One-Year Term Expiring in 2026

    | | BRUCE L. TANNER COLLEYVILLE, TX | | STEVEN C. VOORHEES JACKSONVILLE BEACH, FL |

  20. Nominees for Election as Directors for a One-Year Term Expiring in 2026

    | Tenure: • Since 2015 Age: 66 Board Committees: • Audit • Compensation and Human Capital Public Company Directorship: • American Tower Corporation | Tenure: • Since 2018 Age: 70 Board Committees: • Audit • Compensation and Human Capital (Chair) • Executive Past Public Company Directorship: • WestRock Company (now Smurfit Westrock plc) | | 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. | 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. Mr. Voorhees is a trustee of the University of Virginia Darden School Foundation and a director of 3DE by Junior Achievement. 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. |

  21. Nominees for Election as Directors for a One-Year Term Expiring in 2026

    | | 2025 Proxy Statement | | 13 |

  22. Compensation of Directors

    Compensation of Directors 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 the Compensation Consultant (as defined in the “Compensation Discussion and Analysis”), 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. The director compensation shown in the 2024 Director Compensation Table below 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 2024. In its annual review of our director compensation program for 2025, the Compensation and Human Capital Committee determined that no adjustments needed to be made at the time to the fees our non-employee directors are entitled to receive for 2025. 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.

  23. Compensation of Directors

    | 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 |

  24. Director Equity Awards

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Other Compensation ($) | Total ($) | | Jennifer S. Banner | 115,000 | 172,138 | — | 287,138 | | K. David Boyer, Jr. | 120,000 | 172,138 | — | 292,138 | | Agnes Bundy Scanlan | 145,000 | 172,138 | — | 317,138 | | Dallas S. Clement | 145,000 | 172,138 | — | 317,138 | | Patrick C. Graney III(3) | 115,000 | — | — | 115,000 | | Linnie M. Haynesworth | 115,000 | 172,138 | — | 287,138 | | Donna S. Morea | 160,000 | 172,138 | 5,000(5) | 337,138 | | Charles A. Patton | 145,000 | 172,138 | — | 317,138 | | Christine Sears(4) | 104,673 | — | 10,000 | 114,673 | | Thomas E. Skains | 154,673 | 172,138 | 5,000(5) | 331,811 | | Laurence Stein | 79,500 | 117,966 | — | 197,466 | | Bruce L. Tanner | 115,000 | 172,138 | — | 287,138 | | Steven C. Voorhees | 145,000 | 172,138 | 5,000(5) | 322,138 |

  25. Section 1—Executive Summary

    On May 6, 2024, the sale of TIH closed, and we elected to reposition a portion of the investment securities portfolio, which included the reinvestment of $39.4 billion designed to replace the loss of TIH’s earnings. With an implied enterprise valuation of $15.5 billion, this divestiture strengthened Truist’s balance sheet by adding 230 basis points of Common Equity Tier 1 (“CET1”) capital and increased tangible book value per share (“TBVPS”)* by 33%. The transaction and related balance sheet repositioning also created financial flexibility for Truist to decisively pivot to offense in its core wholesale- and consumer-banking businesses. In addition, on June 28, 2024, we announced that the Board had authorized the repurchase of up to $5 billion of shares of our common stock through the end of 2026 with repurchases expected to begin during the third quarter. After the successful completion of these strategic initiatives, the Committee focused on leadership continuity and granted one-time leadership awards to Messrs. Maguire and Wilson to drive future performance and to support continuity. The awards were structured as Performance Share Units (“PSUs”) that would be earned based on minimum capital requirements and relative TSR performance, each measured over a three-year performance period. Our Chairman and CEO did not receive such an award. See “One-Time Performance-Based Leadership Awards” beginning on page 55. Heading into the end of the year, senior management and the Board continued their work to further crystallize the strategic aim of our more streamlined and strengthened Truist. Our strategic ambition is to build the top super-regional bank that grows with our clients through care. Our Strategic Priorities consist of the following.

  26. Compensation Philosophy

    | • | Total compensation includes a mix of performance goals and aligns with shareholder interests by providing a significant percentage of compensation in equity. |

  27. Key Compensation Goals

    | • | Set rigorous goals that motivate and reward our executives to achieve strong short-term and long-term performance. |

  28. Summary

    | | Base Salary | Annual Incentive Performance Awards | Performance Share Unit and Long- Term Incentive Plan Awards | Restricted Stock Unit Awards | | Purpose | Fixed pay reflecting scope of leadership responsibilities, experience, performance, skills, knowledge, and market competitiveness | Short-term incentive rewarding annual corporate, business/function, and individual performance | Long-term incentives rewarding the achievement of absolute and relative EPS objectives, subject to minimum capital requirements and a TSR modifier | Long-term incentive rewarding the sustainable appreciation of Truist’s stock price | | Performance Period | — | 1 Year (January 1, 2024- December 31, 2024) | 3 Years (January 1, 2024- December 31, 2026) | — | | Key Features | Fixed cash compensation | Cash award Corporate payout based on the results of the structured scorecard • Primary financial measures (absolute and relative) • Secondary financial measures (absolute and relative) • Strategic areas of focus Incentive award based on corporate payout, business/function and individual performance, and risk-management execution | Equity and (typically) cash awards Payouts based on: • Absolute EPS (75%) • Relative EPS Growth (25%) • Subject to TSR Modifier (+/-20%) Subject to CET1 capital ratio in excess of the minimum capital requirement (including the stress capital buffer) Subject to reduction or forfeiture in the event of an annual operating loss or a significant negative risk outcome | Equity award Vests over 4 years (in one-third increments each March 15, beginning after the second anniversary of grant) 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 | — |

  29. Weighting

    | (1) Excludes the one-time leadership awards granted to Messrs. Maguire and Wilson and the one-time award of RSUs granted to Ms. Lesher in connection with her commencement of employment with Truist. |

  30. Practices

    | What We Do | | | ✓ | Pay for Performance: Approximately 92% of the CEO’s and 88% of the average of the other named executive officers’ target annual compensation is based on performance. | | ✓ | Balance Multiple Performance Metrics: We consider multiple quantitative and qualitative factors in measuring performance and consider both absolute and relative performance. | | ✓ | Tie Long-Term Incentives to Performance: 65% of our long-term incentives is subject to performance and 100% is subject to forfeiture in the event of an annual operating loss or significant negative risk outcome. | | ✓ | Grant Equity Awards with Retentive Vesting Schedules: Our RSUs vest over four years, strengthening their retentive value. | | ✓ | Consider 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 for talent. | | ✓ | Seek Shareholder Feedback: We conduct an annual say-on-pay vote, have a formal shareholder engagement program, and consider shareholder feedback in making compensation decisions. | | ✓ | Require Minimum Stock Ownership: We maintain stock-ownership requirements for our executive officers and directors. | | ✓ | Conduct Executive Risk Outcomes Assessments and Use Tally Sheets: Our Committee annually reviews executive-risk-outcomes assessments approved by the Risk Committee and tally sheets for our executives. | | ✓ | Retain a Separate Compensation Consultant for the Committee: The Committee independently engages a compensation consultant to advise on its assessments and determinations. | | ✓ | Provide a Broad-Based Pension Plan: We provide a broad-based pension plan for eligible teammates, and our named executive officers participate on the same basis as other similarly situated teammates to encourage a long-term orientation and the retention of talent. | | ✓ | Discourage Unnecessary Risk Taking: Our Committee can adjust payouts or require the forfeiture of unvested awards for significant negative risk outcomes. | | ✓ | Reinforce Clawback Provisions: The 2022 Incentive Plan and our award agreements authorize the clawback of awards to comply with applicable law and Truist’s policies. | | What We Don’t Do | | | ✗ | No Guaranteed Incentive Payouts: We don’t provide absolute or guaranteed incentive payouts. | | ✗ | No Stock Options: We don’t award options to acquire shares of the Company’s stock | | ✗ | No Option Repricing: We don’t reprice any legacy stock options that remain outstanding. | | ✗ | No Excise Tax Gross-Ups: We don’t gross-up payments for excise taxes. | | ✗ | No Hedging and Pledging: We prohibit the hedging or pledging of Truist stock by directors and the CEO, our other executive officers, and other executives whom the Committee may designate from time to time (collectively, the “Covered Executives”). | | ✗ | No Excessive Perquisites: We offer only limited perquisites as determined to be appropriate in order to remain competitive in attracting and retaining executive talent. | | ✗ | No Employment Agreements: We don’t enter into employment agreements with our executive officers. |

  31. Annual Incentive Performance Awards

    Annual Incentive Performance Awards The AIP award program creates a short-term incentive to reward annual corporate, business or function, and individual performance. As highlighted in the “Executive Summary,” senior management and the Board entered 2024 evaluating the potential for a transformative strategic move through the sale of our remaining interest in TIH and a balance sheet repositioning to replace TIH’s earnings after closing. With an implied enterprise valuation of $15.5 billion, this divestiture strengthened the balance sheet and created financial flexibility for Truist to decisively pivot to offense in its core wholesale- and consumer-banking businesses. Due to the significance of the TIH sale and balance sheet repositioning for Truist and in alignment with peer practices, the Committee adopted a structured scorecard for the AIP award program that emphasizes a comprehensive evaluation of performance across multiple categories. The structured scorecard is designed to align with the interests of shareholders, drive long-term value creation for the franchise, and account for the safety and soundness of Truist commensurate with its structure, risk profile, complexity, activities, and size. This scorecard provides the Committee with a framework to comprehensively evaluate performance relative to Truist’s strategic initiatives and support strategic and risk-management decisions that are in the long-term interests of our shareholders within the context of the current economic and competitive environment.

  32. AIP STRUCTURED SCORECARD

    AIP STRUCTURED SCORECARD The structured scorecard is composed of:

  33. AIP STRUCTURED SCORECARD

    | • | Eight primary financial measures (EPS, PPNR, Adjusted Return on Average Tangible Common Equity, TBVPS plus Dividend Growth, Adjusted Noninterest Expense, CET1 Capital Ratio, and One- and Three-Year TSR)* |

  34. AIP STRUCTURED SCORECARD

    | • | Five secondary measures (Adjusted Pre-Tax Income, Adjusted Net Income to Common Shareholders, Revenue, Adjusted Return on Average Assets, and Adjusted Efficiency Ratio)* |

  35. AIP STRUCTURED SCORECARD

    | • | Four strategic areas of focus (Transform to Capitalize on Competitive Advantage, Simplify and Optimize Resources and Controls, Repurpose to Performance, and Winning Behaviors) |

  36. AIP STRUCTURED SCORECARD

    Utilizing this scorecard, the Committee assesses corporate performance and payout ranges. After this is completed, the Committee assesses relevant business or function results, individual performance, and risk-management execution to determine each Covered Executive’s contribution to Truist’s success and AIP award. The corporate payouts for the AIP award program for 2024 range from 0% to 200%. * Metrics other than CET1 Capital Ratio, One- and Three-Year TSR, and Revenue may be adjusted to account for unusual or significant items.

  37. AIP STRUCTURED SCORECARD

    | 46 | | 2025 Proxy Statement | |

  38. 2024 KEY FINANCIAL MEASURES AND STRATEGIC PRIORITIES

    2024 KEY FINANCIAL MEASURES AND STRATEGIC PRIORITIES The Committee reviewed the strategic initiatives for 2024 and selected from the structured scorecard those key financial measures and strategic priorities that were the focus of AIP corporate performance. While the Committee selects specific measures for emphasis, all scorecard components are ultimately taken into account when determining corporate performance. The strategic initiatives for 2024 and the resulting key financial measures and strategic priorities selected by the Committee for 2024 were: * Represents a non-GAAP financial measure. Please see Annex A for a reconciliation from the GAAP amount to the adjusted amount. The Committee focused on these financial metrics for their strong correlation with shareholder returns in the context of Truist’s strategic, business, and operational priorities for 2024. EPS and PPNR directly reflect profitability and the generation of earnings, which enable us to grow the franchise. TBVPS plus dividend growth aligns with the creation of long-term value for shareholders. Adjusted noninterest expense (“NIE”)* reflects our 2024 priority to limit expense growth to 0–1%. The CET1 Capital Ratio reflects our 2024 priority to create a relative capital advantage that enhances our ability to compete. The One-Year TSR metric directly captures the short-term return to shareholders, which maintains a focus on our incremental progress in long-term value creation. The Committee approves adjustments to GAAP results so that participants are compensated for core financial, business, and operational performance relative to planned levels and are not artificially penalized or rewarded for non-core events and other factors that

  39. CORPORATE PERFORMANCE ACHIEVED

    | (1) Represents Truist’s ranking out of 11 banks (Truist and its peer group members) based on percentage growth in the applicable financial measure relative to 2023, except that the ranking for the CET1 capital ratio is based on the CET1 capital ratios of Truist and its peer group members calculated as of December 31, 2024. The Committee assessment also considers the number of positions the Company improved over the year relative to January 2024 consensus estimates for the Company and its peer group members with respect to the applicable financial measure for 2024. See “Peer Group and Competitive Analyses” beginning on page 60. |

  40. CORPORATE PERFORMANCE ACHIEVED

    | (5) Represents the Company’s ranking relative to its peer group members based on actual One-Year TSR results for 2024. See “Peer Group and Competitive Analyses” beginning on page 60. |

  41. CORPORATE PERFORMANCE ACHIEVED

    | Element | Performance | Committee Assessment vs. Expectations | | Risk Management | • Refined our governance structure and enhanced investment in our risk management framework, with continued areas for improvement identified with respect to risk identification, management, and remediation to support our continued growth and optimized risk/return balance • Redesigned and uplifted multiple risk programs to drive improved risk execution • Created new risk awareness, execution metrics, and reporting routines to highlight areas of improved execution and support risk identification | Below (70-90%) | | Divestiture of TIH and Balance Sheet Repositioning | • Successfully completed the sale of Truist’s remaining stake in TIH on May 6, 2024 • Executed a strategic balance sheet repositioning of a portion of Truist’s available-for-sale investment securities portfolio by selling $27.7 billion of lower-yielding investment securities and investing approximately $18.7 billion in shorter duration investment securities at higher yields and $20.7 billion in cash (including proceeds of the TIH sale), which increased net interest income by approximately $710 million in 2024 • Increased Truist’s CET1 capital ratio by 1.4% to 11.5% as of December 31, 2024 • Increased Truist’s CET1 capital ratio by 2.5% to 9.6% including the impact of accumulated other comprehensive income related to securities and pension, as well as related changes to deferred taxes | Exceeded (110-150%) | | Franchise Momentum | • Increased fee income in Wholesale Banking above the Final Plan, including increasing investment banking and trading income by 46% in 2024 (favorable among peers) • Ended 2024 with deposit balances above the Final Plan, even though deposits declined versus 2023 • Ending balance on loans held for investment decreased by 1.8% in 2024, which lagged peers | At (90-110%) | | Expense Management | • Completed expense reduction program, resulting in approximately $750 million in annualized gross cost savings • Fulfilled our commitment to limit NIE growth, decreasing NIE by 0.4% versus 2023, while investing in talent, technology, and risk infrastructure commensurate with our status as a Category III firm under federal banking laws | Exceeded (110-150%) | | Communities/Teammates | • Launched Truist Cares for Western North Carolina, a three-year, $725 million commitment to support critical small business, housing, and infrastructure efforts in Western North Carolina as communities impacted by Hurricane Helene recover and rebuild • Retained high-performing teammates at levels exceeding internal targets • Continued focus on upholding our corporate culture through conducting teammate engagement surveys | At (90-110%) |

  42. FINAL 2024 AIP AWARDS

    FINAL 2024 AIP AWARDS Based on its assessment of corporate and individual results, the Committee approved the following AIP payouts to the named executives:

  43. FINAL 2024 AIP AWARDS

    | Name | Base Salary ($) | Target AIP (% of Base Salary) | AIP Award (% of Target) | AIP Award ($) | | William H. Rogers, Jr. | 1,200,000 | 300 | 95.00 | 3,420,000 | | Michael B. Maguire | 700,000 | 180 | 101.45 | 1,278,309 | | Hugh S. Cummins IIII | 800,000 | 285 | 101.45 | 2,313,131 | | Kristin Lesher | 750,000 | 225 | 111.53 | 1,882,090 | | Dontá L. Wilson | 750,000 | 215 | 111.53 | 1,798,441 |

  44. FINAL 2024 AIP AWARDS

    | 50 | | 2025 Proxy Statement | |

  45. Long-Term Incentive Awards

    Long-Term Incentive Awards 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 over a three-year performance period: 40% as PSU awards, which settle in stock; and 25% as LTIP awards, which typically settle in cash. The PSU and LTIP awards use the same performance measures and weightings. The remaining 35% of the long-term incentive opportunity is granted as time-based RSU awards that do not start vesting until the end of the second year and then vest ratably over the next three years. Our 2024–2026 long-term incentive awards are subject to the general terms set forth in the below chart. Note that dividends are not paid on any unvested awards.

  46. Long-Term Incentive Awards

    | Award Type | Performance Period | Vesting | Potential Reduction or Forfeiture on Certain Events(1) | Payout | | PSU Awards (40%) | Three years (January 1, 2024 – December 31, 2026) | Three-year cliff vesting after performance is determined | Yes | 0% to 150% of target | | LTIP Awards (25%) | Three years (January 1, 2024 – December 31, 2026) | Three-year cliff vesting after performance is determined | Yes | 0% to 150% of target | | RSU Awards (35%) | Not applicable | Four-year vesting of 0% after one year and one-third after each of years two, three, and four | Yes | Not applicable |

  47. Long-Term Incentive Awards

    | (1) Awards are subject to reduction or forfeiture if there is an aggregate operating loss for the performance period or the Committee determines that there has been a significant negative risk outcome as a result of a corporate or individual action. |

  48. Long-Term Incentive Awards

    | | 2025 Proxy Statement | | 51 |

  49. 2024–2026 LONG-TERM INCENTIVE PERFORMANCE METRICS

    2024–2026 LONG-TERM INCENTIVE PERFORMANCE METRICS For Truist’s 2024–2026 long-term incentive performance cycle, the Committee determined to use EPS as the primary performance metric for the PSU and LTIP awards (weighted at 75% for absolute EPS and 25% for relative EPS), given its correlation with TSR and its use as a primary financial income statement metric for banks and public companies. The Committee also provided that the ultimate payout for the PSU and LTIP awards is subject to a relative TSR modifier and the achievement of minimum capital requirements, each measured over the 2024–2026 performance period. Together, these metrics are designed to align management priorities with shareholder values—supporting profitability and earnings growth, generating capital, operating within sound risk controls, and preserving strong asset quality metrics. For 2022 and 2023, we granted PSU and LTIP awards that vest based on the achievement of ROACE and Return on Average Tangible Common Equity (“ROATCE”) goals relative to Truist’s peer group (for awards granted in 2022) and ROACE goals relative to Truist’s peer group (for awards granted in 2023). In considering performance metrics for awards granted in 2024, the Committee determined to emphasize profitability and growth through the use of absolute and relative EPS metrics and also considered that the TIH transaction would impact our capital structure during the performance period, making it difficult to evaluate ROACE. 2024–2026 PSU and LTIP Award Performance Measures EPS The absolute EPS and relative EPS growth applicable to the 2024–2026 PSU and LTIP awards will be calculated each year based on GAAP EPS, as adjusted for the impact of significant unusual items and, in the case of the absolute EPS metric, substituting net charge-offs for any provision benefit or expense. Absolute EPS is evaluated against performance levels on a 3-year cumulative basis. Relative EPS is evaluated compared to peer performance on an annual basis with the payout determined each year, and the final payout is the average of the payout earned over the three-year period. The payout will be 0% for performance results below the threshold level.

  50. Absolute EPS (75%)

    | Performance Level | Metric Achievement (% of Metric) | Payout Earned (% of Target Award) | | Maximum (25% above target performance) | 150 | 112.50 | | Target | 100 | 75.00 | | Threshold (43% below target performance) | 50 | 37.50 |

  51. Relative EPS Growth (25%)

    | Rank | Metric Achievement (% of Metric) | Payout Earned (% of Target Award) | | 1 or 2 (Maximum) | 150.0 | 37.50 | | 3 | 137.5 | 34.38 | | 4 | 125.0 | 31.25 | | 5 | 112.5 | 28.13 | | 6 (Target) | 100.0 | 25.00 | | 7 | 83.3 | 20.83 | | 8 | 66.7 | 16.68 | | 9 (Threshold) | 50.0 | 12.50 | | 10 or 11 | — | — |

  52. Relative EPS Growth (25%)

    | Percentile Performance of Truist TSR Relative to Peer Group TSR | Percentage Point Change in Payout | | 75th or greater | 20 percentage point increase(1) | | Greater than 25th but less than 75th | No adjustment | | 25th or less | 20 percentage point reduction |

  53. Relative EPS Growth (25%)

    | (1) Subject to overall payout cap of 150% of target. Positive modifier is only applicable if absolute EPS or relative EPS perform above threshold. |

  54. 2024 AWARDS

    2024 AWARDS Our named executives have a target long-term award opportunity (defined as a percentage of base salary) which represents the aggregate amount of PSU, LTIP, and RSU awards realized if we achieve the target performance goals approved by the Committee. The table below summarizes the award opportunities under our 2024 long-term incentive program for the listed named executives at the target level of performance.

  55. 2024 AWARDS

    | Name | Target Total Long -Term Incentive (% of Base Salary) | | William H. Rogers, Jr. | 850 | | Michael B. Maguire | 380 | | Hugh S. Cummins IIII | 615 | | Kristin Lesher | 675 | | Dontá L. Wilson | 485 |

  56. LONG-TERM AWARDS GRANTED IN 2024

    LONG-TERM AWARDS GRANTED IN 2024

  57. LONG-TERM AWARDS GRANTED IN 2024

    | Name | Performance Share Units - Grant Date Fair Value at Target ($)(1) | LTIP Awards - Grant Date Value at Target ($)(2) | Restricted Stock Units - Grant Date Fair Value ($)(1) | | William H. Rogers, Jr. | 3,521,969 | 2,544,000 | 2,966,370 | | Michael B. Maguire | 5,014,776 | 665,000 | 774,888 | | Hugh S. Cummins III | 1,700,727 | 1,224,000 | 1,431,568 | | Kristin Lesher | 1,749,349 | 1,260,000 | 6,625,073(3) | | Dontá L. Wilson | 5,357,775 | 907,500 | 1,054,959 |

  58. LONG-TERM AWARDS GRANTED IN 2024

    | (1) The grant date fair values listed above are calculated in accordance with FASB ASC Topic 718. |

  59. LONG-TERM AWARDS GRANTED IN 2024

    | (2) LTIP awards are calculated as a percentage of the NEO’s average salary over the three-year performance period. The grant date values listed above assume the target level of performance is achieved and there is no change in the NEO’s salary over the performance period. |

  60. LONG-TERM AWARDS GRANTED IN 2024

    | (3) Includes the one-time award of 164,492 RSUs (with a grant date fair value of $5,151,889) granted to Ms. Lesher in connection with her commencement of employment with the Company, which was not part of the 2024 annual pay program. The award is subject to three-year vesting in one-third increments on each of February 12, 2025, 2026, and 2027. |

  61. 2022–2024 PERFORMANCE AND PAYOUTS

    2022–2024 PERFORMANCE AND PAYOUTS The PSU and LTIP awards granted in 2022 (pertaining to the 2022–2024 performance period) vested and settled in early 2025. For these awards, the Committee determined to stop measuring actual performance following the first quarter of 2024 as a result of the TIH sale and its expected impact on our capital structure (which was not anticipated at the time the awards were granted in 2022) and assume that a target level of performance was achieved over the remaining three calendar quarters of the 12-quarter performance period. Accordingly, payouts for the 2022–2024 PSU and LTIP awards were as follows:

  62. 2022–2024 PERFORMANCE AND PAYOUTS

    | | Relative ROATCE Performance and Percentile (50% Weighting) | ROATCE Payout (% of Target) | Relative ROACE Performance and Percentile (50% Weighting) | ROACE Payout (% of Target) | Calculated Payout (% of Target) | Actual Payout (% of Target) | | Q1 2022 - Q1-2024 (75% Weighting) | 22.19% or the 98th percentile | 75.00 | 10.11% or the 31st percentile | 31.14 | 106.14 | 79.60 | | Q2 2024 - Q4 2024 (25% Weighting) | – | – | – | – | 100.00 | 25.00 | | Total | | | | | | 104.60 |

  63. 2022–2024 PERFORMANCE AND PAYOUTS

    | 54 | | 2025 Proxy Statement | |

  64. 2025-2027 PROGRAM

    2025-2027 PROGRAM For 2025, the Committee determined to grant PSU and LTIP awards that vest 50% based on three-year cumulative absolute EPS, 25% based on the average of absolute ROATCE over three years, and 25% based on three-year TSR relative to Truist’s peer group. EPS and ROATCE will be calculated based on GAAP net income available to common shareholders, adjusted for the impact of significant unusual items and substituting net charge-offs for any provision benefit or expense. The Committee selected these performance measures due to their alignment with shareholder return. EPS is correlated with TSR and is used as a primary financial income statement metric for banks and public companies. ROATCE is also correlated with TSR and aligns with Truist’s publicly stated medium-term goal to improve ROATCE to the mid-teens. The Committee changed TSR from a modifier to a metric to directly measure shareholder value in determining the payout. In addition, consistent with previous PSU and LTIP awards, Truist must maintain a CET1 capital ratio above the minimum capital requirement, including the stress capital buffer, as of the last day of the performance period in order for the awards to pay out.

  65. One-Time Performance-Based Leadership Awards

    One-Time Performance-Based Leadership Awards On August 26, 2024, the Committee approved the grant of one-time leadership awards (“Leadership Awards”) with a grant date of September 3, 2024 to support the retention of key leaders who are critical to taking full advantage of the business opportunities created by the TIH sale. With respect to performance, the Leadership Awards are designed to drive the strategic plan and shareholder value creation while incentivizing maintenance of appropriate capital levels and appropriate risk management. The Committee chose to make the awards in the form of PSUs rather than RSUs to reflect that recipients must play a key role in Truist’s long-term success and to reinforce our commitment to a pay-for-performance philosophy. The Committee’s rationale for granting the one-time awards, as described more below, was based on Truist’s unique circumstances as it transforms its business. The Committee grants one-time awards infrequently and believes that the limited and strategic use of targeted one-time awards may be an effective tool in times of critical transformation. The Leadership Awards are subject to the general terms set forth in the below chart. Note that dividends are not paid on any unvested awards.

  66. One-Time Performance-Based Leadership Awards

    | Award Type | Performance Period | Vesting | Potential Reduction or Forfeiture on Certain Events(1) | Payout | | Leadership Awards | Three years (September 1, 2024 – August 31, 2027) | Three-year cliff vesting on August 31, 2027 | Yes | 75% to 125% of target |

  67. PERFORMANCE METRICS FOR ONE-TIME LEADERSHIP AWARDS

    PERFORMANCE METRICS FOR ONE-TIME LEADERSHIP AWARDS Relative TSR Performance Payouts are based on our TSR relative to the performance of the KBW Nasdaq Bank Index (BKX) over the performance period. The Leadership Awards will pay out at 125% of target if Truist performs at or above the 75th percentile, at 100% of target if Truist performs at or above the 55th percentile, and at 75% of target if Truist performs at or below the 25th percentile. Straight line interpolation will be used to calculate payout percentages not specifically described in the preceding sentence.

  68. PERFORMANCE METRICS FOR ONE-TIME LEADERSHIP AWARDS

    | | 2025 Proxy Statement | | 55 |

  69. PERFORMANCE METRICS FOR ONE-TIME LEADERSHIP AWARDS

    Capital Requirement Truist must maintain a CET1 Capital Ratio above the minimum capital requirement, including the stress capital buffer, as of the last day of each fiscal year during the performance period. One-third of each Leadership Award will be forfeited for each fiscal year end at which this requirement is not met.

  70. INDIVIDUAL DETERMINATIONS

    | Name | Performance Share Units | Grant Date Fair Value ($)(1) | | Michael B. Maguire | 101,763 | 4,500,000 | | Dontá L. Wilson | 101,763 | 4,500,000 |

  71. SEVERANCE

    SEVERANCE The Company maintains the Amended and Restated Management Change of Control, Severance and Noncompetition Plan (the “Severance Plan”), which covers executive officers, including each of the named executives. For information regarding the benefits provided to our named executives under the Severance Plan, see the Potential Payments Upon Termination or Change of Control Table and the accompanying narrative.

  72. SEVERANCE

    | | 2025 Proxy Statement | | 57 |

  73. ROLE OF COMPENSATION AND HUMAN CAPITAL COMMITTEE

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

  74. ROLE OF COMPENSATION AND HUMAN CAPITAL COMMITTEE

    | • | approving award opportunities for our AIP, PSU, LTIP, and RSU awards |

  75. ROLE OF COMPENSATION AND HUMAN CAPITAL COMMITTEE

    | • | conducting an annual review of director compensation |

  76. ROLE OF COMPENSATION AND HUMAN CAPITAL COMMITTEE

    | • | 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 |

  77. ROLE OF COMPENSATION CONSULTANT

    ROLE OF COMPENSATION CONSULTANT The Committee engaged each of the compensation consultants to provide market reference perspective and serve as an advisor during their respective terms. The compensation consultant serves at the request of, and reports directly to, the Committee. 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 compensation consultant performs a review of our executive compensation programs, provides peer group analyses, and advises on regulatory developments, corporate governance, and best practice trends.

  78. ROLE OF COMPENSATION CONSULTANT

    | 58 | | 2025 Proxy Statement | |

  79. ROLE OF COMPENSATION CONSULTANT

    The Committee reviewed whether each of the compensation consultants is independent and whether the engagements presented any conflicts of interest. In conducting this review, the Committee noted that each of the compensation consultants (i) provides or provided no services to Truist other than compensation consulting, (ii) has or had no personal or business relationships with members of our Board or executive officers, (iii) does or did not directly own any shares of Truist stock, and (iv) retains or retained a written policy designed to avoid conflicts of interest that may arise. Each of the compensation consultants determined that they were independent from our management and confirmed this in a written statement provided to the Chair of the Committee. During 2024, the compensation consultant provided the following services to the Committee:

  80. ROLE OF COMPENSATION CONSULTANT

    | • | reviewed Truist’s total compensation philosophy for reasonableness and appropriateness |

  81. ROLE OF COMPENSATION CONSULTANT

    | • | reviewed overall compensation levels |

  82. 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 |

  83. ROLE OF COMPENSATION CONSULTANT

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

  84. ROLE OF COMPENSATION CONSULTANT

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

  85. ROLE OF COMPENSATION CONSULTANT

    | • | reviewed public disclosure on compensation, including compensation disclosures in this proxy statement |

  86. ROLE OF COMPENSATION CONSULTANT

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

  87. ROLE OF COMPENSATION CONSULTANT

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

  88. ROLE OF COMPENSATION CONSULTANT

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

  89. ROLE OF COMPENSATION CONSULTANT

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

  90. ROLE OF COMPENSATION CONSULTANT

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

  91. When Compensation Decisions are Made

    | First Quarter | • Review executive risk outcomes assessment for the prior year • Receive reports from the Chief Audit Officer regarding risk management and internal control effectiveness • Review individual performance results of exective officers • Review amounts that can be earned by each NEO under various performance scenarios • Approve financial results and adjustments for incentive plans for the prior year • Determine payments/vesting for incentive plans with performance periods completed the prior year (AIP, PSU, LTIP, and RSU awards) • Set company financial targets and performance measures for the current year to determine AIP, PSU, and LTIP award terms • Set target executive officer compensation for current year – base salary, short-term, and long-term incentive targets | | Second Quarter | • Review projected financial results with proposed adjustments for incentive plans • Review and approve peer group for upcoming year | | Third Quarter | • Conduct a mid-year review of current executive risk outcomes assessment • Review projected financial results with proposed adjustments for incentive plans • Review of competitive pay and market conditions • Review executive officer compensation relative to the market | | Fourth Quarter | • Review projected financial results with proposed adjustments for incentive plans • Review director compensation • Outline incentive plan for upcoming year |

  92. 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 evaluates its peer group on an annual basis. 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) and business mix. To create a reasonable sample size for pay and performance comparisons, the Committee determined it 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.

  93. PEER GROUP AND COMPETITIVE ANALYSES

    | TRUIST 2024 PEER GROUP | | | | Company Name | Assets ($ in billions)(1) | Market Capitalization ($ in billions)(1) | | JPMorgan Chase (NYSE: JPM) | $4,003 | $675 | | Bank of America (NYSE: BAC) | $3,262 | $337 | | Wells Fargo (NYSE: WFC) | $1,930 | $234 | | U.S. Bancorp (NYSE: USB) | $678 | $75 | | PNC Financial (NYSE: PNC) | $560 | $77 | | Truist Financial Corporation (NYSE: TFC) | $531 | $58 | | Citizens Financial (NYSE: CFG) | $218 | $19 | | Fifth Third (NASDAQ: FITB) | $213 | $28 | | M&T (NYSE: MTB) | $208 | $31 | | Key Corp (NYSE: KEY) | $187 | $19 | | Regions (NYSE: RF) | $157 | $21 | | Truist Financial Corporation percentile ranking | 50% | 50% |

  94. PEER GROUP AND COMPETITIVE ANALYSES

    | (1) Data sourced from S&P Global Market Intelligence as of December 31, 2024. |

  95. PEER GROUP AND COMPETITIVE ANALYSES

    In establishing target pay opportunities, the Committee generally compares each element of compensation as well as total compensation relative to the peer group. The Committee also reviews market data from 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 named executives.

  96. RISK CONSIDERATIONS IN SETTING COMPENSATION

    Balanced 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 named executives 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. Performance Measures that Adjust for Risk 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 outcomes assessment for short-term incentive compensation. 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 2024 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. Executive Risk Outcomes Assessment / Risk Adjustments We utilize an executive risk outcomes assessment process, which the Committee may use to adjust, if necessary, the short-term incentive compensation of each named executive. In March 2024, the Committee amended the Executive Risk Outcomes Assessment Policy to enhance the process, focusing on strengthening the linkage between risk management and effectiveness and the overall performance of executive and senior leaders. The executive risk outcomes assessment now includes an independent qualitative risk management effectiveness assessment supported by data and conducted by the Chief Risk Officer and Business Unit Chief Risk Officers as a key component of the performance management process. In addition to the CEO, the executive risk outcomes assessment is now applicable to both direct reports to the CEO and their direct reports, a population that has the most direct impact on Truist’s risk and control environment. In conducting the qualitative assessments of risk management effectiveness, the Chief Risk Officer and Business Unit Chief Risk Officers evaluate factors based on impact to the risk profile of the enterprise and relevant areas of management control and influence. The Risk Committee reviews and approves the assessment before the outcomes are presented to the Committee. The executive risk outcomes assessment:

  97. RISK CONSIDERATIONS IN SETTING COMPENSATION

    | • | aligns performance and short-term incentive compensation with the expectations and outcomes for key elements of risk management effectiveness |

  98. RISK CONSIDERATIONS IN SETTING COMPENSATION

    | • | informs our risk review process, in which 100% of each executive officer’s short-term incentive compensation for 2024 was subject to potential adjustment |

  99. RISK CONSIDERATIONS IN SETTING COMPENSATION

    | • | is reviewed by the compensation consultant |

  100. Clawback Policies

    Clawback Policies The Committee adopted the Executive Compensation Recoupment Policy (the “Recoupment Policy”) in 2023 . If there is a restatement of Truist’s financial statements, 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 Recoupment Policy (each, a “designated executive”), over the incentive-based compensation that should have been received by the designated executive during the recoupment period. The recoupment period is the three fiscal years completed immediately preceding the earlier of (i) the date that Truist concludes, or reasonably should have concluded, that Truist is required to prepare a financial restatement, and (ii) the date on which a legally authorized body causes Truist to prepare a financial restatement. Under the Recoupment Policy, Truist may not indemnify any designated executive for any losses in connection with the recovery of erroneously awarded compensation. Truist’s obligation to recover erroneously awarded compensation is not dependent on if or when the restated financial statements are filed or any fault of the designated executive for the accounting errors leading to a restatement. In addition, our 2022 Incentive Plan, which is the plan pursuant to which we grant 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 award. In 2024, the Committee enhanced its Incentive Compensation Policy to provide that the Committee may cancel, adjust, or clawback all or any part of any awards under the 2022 Incentive Plan (i) in the event of certain teammate misconduct, such as sales practices violations, a material misrepresentation by the teammate, conduct that causes material financial or reputational harm to Truist, or improperly failing to identify, raise, or assess, in a timely manner and as reasonably expected, issues or concerns with respect to risks material to Truist; (ii) if the award was based on materially inaccurate performance metrics, and the teammate was responsible for the inaccuracy; or (iii) for any other reason stated in other applicable policies, plans, or agreements. 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.

  101. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  102. 2024 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. | 2024 | 1,200,000 | — | 6,488,339 | — | 5,867,640 | — | 395,564 | 13,951,543 | | Chairman and Chief | 2023 | 1,200,000 | — | 6,843,578 | — | 2,650,167 | 1,107,866 | 599,979 | 12,401,590 | | Executive Officer | 2022 | 1,200,000 | — | 6,395,548 | — | 5,195,725 | — | 446,569 | 13,237,842 | | Michael B. Maguire | 2024 | 700,000 | — | 5,789,664 | — | 1,746,972 | 31,318 | 89,081 | 8,357,035 | | Senior Executive Vice | 2023 | 700,000 | — | 1,796,711 | — | 899,677 | 183,568 | 115,642 | 3,695,598 | | President and Chief Financial Officer | 2022 | 576,705 | — | 983,282 | — | 1,227,361 | — | 99,821 | 2,887,169 | | Kristin Lesher(6) | 2024 | 667,614 | 3,500,000 | 8,374,422 | — | 1,882,090 | — | 149,511 | 14,573,637 | | Senior Executive Vice President and Chief Wholesale Banking Officer | | | | | | | | | | | Hugh S. Cummins III(7) | 2024 | 800,000 | — | 3,132,295 | — | 3,459,547 | 480,156 | 152,553 | 8,024,551 | | Former Vice Chair and | 2023 | 800,000 | — | 3,328,958 | — | 1,668,600 | 701,917 | 221,535 | 6,721,010 | | Chief Operating Officer | 2022 | 800,000 | — | 2,989,623 | — | 2,892,242 | 191,127 | 179,668 | 7,052,660 | | Dontá L. Wilson | 2024 | 750,000 | — | 6,412,734 | — | 2,399,440 | 9,160 | 98,332 | 9,669,666 | | Senior Executive Vice | 2023 | 695,833 | — | 1,891,301 | — | 993,454 | 1,050,453 | 139,846 | 4,770,887 | | President and Chief Consumer and Small Business Banking Officer | 2022 | 656,250 | — | 1,510,648 | — | 1,437,459 | — | 1,730,221 | 5,334,578 |

  103. 2024 Summary Compensation Table

    | (1) Salary as a percentage of total annual compensation, as disclosed in the 2024 Summary Compensation Table, for each of the NEOs in 2024 was as follows: Mr. Rogers (8.6%), Mr. Maguire (8.4%), Ms. Lesher (4.6%), Mr. Cummins (10.0%), and Mr. Wilson (7.8%). |

  104. 2024 Summary Compensation Table

    | (2) The amounts in the “Stock Awards” column with respect to all NEOs 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 2024, annual PSUs and RSUs were granted to the NEOs on February 26, 2024. In addition, a one-time award of RSUs was granted to Ms. Lesher on March 1, 2024 in connection with her commencement of employment with Truist, and on September 3, 2024, one-time Leadership Awards of PSUs were granted to Messrs. Maguire and Wilson. For 2024, 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 ($29.72 for February 26, 2024 grants and $40.28 for September 3, 2024 grants) consistent with the approach for FASB ASC Topic 718 expensing. The February 26, 2024 RSUs were valued using the grant price of $34.53 less the present value of future dividends of $5.79, or $28.74, and the March 1, 2024 RSUs were valued using the grant price of $35.26 less the present value of future dividends of $3.94, or $31.32, consistent with the approach for FASB ASC Topic 718 expensing. At the maximum level of performance, the value of PSUs awarded in 2024 would be: $5,282,938 for Mr. Rogers, $6,497,366 for Mr. Maguire, $2,624,009 for Ms. Lesher, $2,551,076 for Mr. Cummins, and $7,011,878 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 awards. The assumptions used in the calculation of these amounts for awards granted in 2024 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, 2024. |

  105. 2024 Summary Compensation Table

    | (3) Contains AIP award and LTIP payments for the NEOs 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. |

  106. 2024 Summary Compensation Table

    | Name | 2024 Annual Incentive Performance Award ($) | 2022-2024 LTIP ($) | | William H. Rogers, Jr. | 3,420,000 | 2,447,640 | | Michael B. Maguire | 1,278,309 | 468,663 | | Kristin Lesher | 1,882,090 | — | | Hugh S. Cummins III | 2,313,131 | 1,146,416 | | Dontá L. Wilson | 1,798,441 | 600,999 |

  107. 2024 Summary Compensation Table

    | | 2025 Proxy Statement | | 65 |

  108. 2024 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. |

  109. 2024 Summary Compensation Table

    | (5) The detail relating to “All Other Compensation” for 2024 is as follows: |

  110. 2024 Summary Compensation Table

    | Name | 401(k) Matching Contribution($) | NQDC Matching Contribution($) | PAC Donation Matching Contribution($) | Tax Reimbursements ($) | Perquisites ($)* | | William H. Rogers, Jr. | 13,800 | 211,310 | 4,992 | — | 165,462 | | Michael B. Maguire | 13,800 | 75,281 | — | — | — | | Kristin Lesher | — | — | — | 60,451 | 89,060 | | Hugh S. Cummins III | 13,800 | 128,083 | — | — | 10,670 | | Dontá L. Wilson | 13,800 | 84,532 | — | — | — |

  111. 2024 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 2024 consisted of: (a) the maintenance of a residential security system, and (b) limited use of the corporate airplane (in the amount of $138,189) and driver for personal travel. Ms. Lesher’s perquisites and tax reimbursements for 2024 consisted of: (a) reimbursement for attorney review of her employment offer letter from Truist, (b) driver for personal travel, (c) reimbursement for relocation expenses (in the amount of $87,129, along with $60,451 in tax reimbursements for income attributable to relocation benefits), and (d) reimbursement for monthly cell phone usage as required by local statute. Mr. Cummins’ perquisites for 2024 consisted of (a) maintenance of a residential security system, and (b) a personal guest of Mr. Cummins accompanying him on the corporate airplane and using the corporate driver 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. |

  112. 2024 Summary Compensation Table

    | (6) Ms. Lesher joined Truist in February 2024 and was not a NEO for any prior years. |

  113. 2024 Summary Compensation Table

    | (7) Effective January 13, 2025, Mr. Cummins resigned from his position as Vice Chair and Chief Operating Officer as a result of material changes to his responsibilities. |

  114. 2024 Summary Compensation Table

    | 66 | | 2025 Proxy Statement | |

  115. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  116. 2024 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 | 2/26/2024 | | | | 14,813 | 118,505 | 177,757 | 3,521,969 | | Restricted Stock Units | 2/26/2024 | | | | | 103,214 | | 2,966,370 | | Annual Incentive Performance Award | 2/26/2024 | — | 3,600,000 | 7,200,000 | | | | | | 2024-2026 LTIP(1) | 2/26/2024 | 318,000 | 2,544,000 | 3,816,000 | | | | | | Michael B. Maguire | | | | | | | | | | Performance Share Units | 2/26/2024 | | | | 3,851 | 30,813 | 46,219 | 915,762 | | Performance Share Units(9) | 9/03/2024 | | | | 76,322 | 101,763 | 127,203 | 4,099,014 | | Restricted Stock Units | 2/26/2024 | | | | | 26,962 | | 774,888 | | Annual Incentive Performance Award | 2/26/2024 | — | 1,260,000 | 2,520,000 | | | | | | 2024-2026 LTIP(1) | 2/26/2024 | 83,125 | 665,000 | 997,500 | | | | | | Kristin Lesher | | | | | | | | | | Performance Share Units | 2/26/2024 | | | | 7,357 | 58,861 | 88,291 | 1,749,349 | | Restricted Stock Units | 2/26/2024 | | | | | 51,259 | | 1,473,184 | | Restricted Stock Units(10) | 3/01/2024 | | | | | 164,492 | | 5,151,889 | | Annual Incentive Performance Award | 2/26/2024 | — | 1,687,500 | 3,375,000 | | | | | | 2024-2026 LTIP(1) | 2/26/2024 | 157,500 | 1,260,000 | 1,890,000 | | | | | | Hugh S. Cummins III | | | | | | | | | | Performance Share Units | 2/26/2024 | | | | 7,153 | 57,225 | 85,837 | 1,700,727 | | Restricted Stock Units | 2/26/2024 | | | | | 49,811 | | 1,431,568 | | Annual Incentive Performance Award | 2/26/2024 | — | 2,280,000 | 4,560,000 | | | | | | 2024-2026 LTIP(1) | 2/26/2024 | 153,000 | 1,224,000 | 1,836,000 | | | | | | Dontá L. Wilson | | | | | | | | | | Performance Share Units | 2/26/2024 | | | | 5,294 | 42,354 | 63,531 | 1,258,761 | | Performance Share Units(9) | 9/03/2024 | | | | 76,322 | 101,763 | 127,203 | 4,099,014 | | Restricted Stock Units | 2/26/2024 | | | | | 36,707 | | 1,054,959 | | Annual Incentive Performance Award | 2/26/2024 | — | 1,612,500 | 3,225,000 | | | | | | 2024-2026 LTIP(1) | 2/26/2024 | 113,438 | 907,500 | 1,361,250 | | | | |

  117. 2024 Grants of Plan-Based Awards

    | (1) LTIP awards typically 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 2024 for the LTIP, such payments were based on each executive’s base salary for 2024 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. |

  118. 2024 Grants of Plan-Based Awards

    | (2) For a discussion of the terms of the PSUs, RSUs, AIP awards, and LTIP awards, see “Compensation Discussion and Analysis—Section 4—Elements of Executive Compensation.” |

  119. 2024 Grants of Plan-Based Awards

    | (3) For the AIP award, the threshold payment is 0% of the target amount. For the LTIP, the threshold payment is 12.5% of the target amount. |

  120. 2024 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. |

  121. 2024 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. |

  122. 2024 Grants of Plan-Based Awards

    | (6) For PSUs, other than the Leadership Awards, the threshold payment is 12.5% of the target amount. For the Leadership Awards, the threshold payment is 75% of the target amount. |

  123. 2024 Grants of Plan-Based Awards

    | (7) For PSUs, other than the Leadership Awards, the maximum payment is 150% of the target amount. For the Leadership Awards, the maximum payment is 125% of the target amount. |

  124. 2024 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. Please refer to Note (2) in the 2024 Summary Compensation Table for additional detail on the grant date fair value of awards. |

  125. 2024 Grants of Plan-Based Awards

    | (9) These PSUs were granted as a one-time Leadership Award to support the retention of key leaders who are critical to taking full advantage of the business opportunities created by the TIH sale. For more information, see “Compensation Discussion and Analysis—Section 5—Executive-Compensation Decisions—One-Time Performance-Based Leadership Awards.” |

  126. 2024 Grants of Plan-Based Awards

    | (10) These RSUs were granted to Ms. Lesher in connection with her commencement of employment with the Company. |

  127. 2024 Grants of Plan-Based Awards

    | | 2025 Proxy Statement | | 67 |

  128. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End

  129. 2024 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 ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock that Have Not Vested(1) (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($) (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. | — | — | — | — | — | 63,385 | 2,749,641 | 449,653 | 19,505,947 | | Michael B. Maguire | — | — | — | — | — | 9,714 | 421,393 | 188,300 | 8,168,454 | | Kristin Lesher | — | — | — | — | — | — | — | 304,042 | 13,189,342 | | Hugh S. Cummins III | — | — | — | — | — | 92,862 | 4,028,354 | 232,735 | 10,096,044 | | Dontá L. Wilson | — | — | — | — | — | 15,419 | 668,876 | 220,983 | 9,586,243 |

  130. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (1) Columns (g) and (i) Unearned and/or Unvested Restricted Stock Units and Performance Share Units: |

  131. Option Exercises and Stock Vested in 2024(1)

    Option Exercises and Stock Vested in 2024(1)

  132. Option Exercises and Stock Vested in 2024(1)

    | | Option Awards | | Stock Awards | | | 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. | — | — | 70,268 | 2,449,542 | | Michael B. Maguire | — | — | 12,845 | 447,777 | | Kristin Lesher | — | — | — | — | | Hugh S. Cummins III | — | — | 49,380 | 1,812,809 | | Dontá L. Wilson | — | — | 17,300 | 603,078 |

  133. Option Exercises and Stock Vested in 2024(1)

    | (1) This table presents gross share amounts without accounting for shares withheld upon vesting for payment of taxes. |

  134. Option Exercises and Stock Vested in 2024(1)

    | (2) Based on the $34.86 closing price of Truist’s common stock on March 15, 2024, $41.84 on September 13, 2024, and $45.78 on December 13, 2024, the dates of vesting. |

  135. Option Exercises and Stock Vested in 2024(1)

    | | 2025 Proxy Statement | | 69 |

  136. 2024 Pension Benefits(1)

    2024 Pension Benefits(1)

  137. 2024 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 | 5 | 1,358,401 | — | | | NQ | 5 | 3,784,601 | — | | | NQ (ERISA Excess) | 31 | 928,545 | — | | | NQ (SERP) | 31 | 4,076,411 | — | | Michael B. Maguire | Q | 5 | 144,695 | — | | | NQ | 5 | 437,353 | — | | Kristin Lesher | Q | — | — | — | | | NQ | — | — | — | | Hugh S. Cummins III | Q | 5 | 341,466 | — | | | NQ | 5 | 2,194,525 | — | | | NQ (ERISA Excess) | 6 | 50,247 | — | | Dontá L. Wilson | Q | 26 | 827,923 | — | | | NQ | 26 | 3,679,353 | — |

  138. 2024 Pension Benefits(1)

    | (1) The 2024 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 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, 2024. |

  139. 2024 Pension Benefits(1)

    | (2) Q = Pension Plan. |

  140. 2024 Pension Benefits(1)

    | NQ = Non-Qualified Defined Benefit Plan. |

  141. 2024 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. |

  142. 2024 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. |

  143. 2024 Pension Benefits(1)

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

  144. Narrative to 2024 Pension Benefits Table

    Narrative to 2024 Pension Benefits Table We maintain the Pension Plan and 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, 2024, and filed with the SEC on February 25, 2025. 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 continues to participate in the SunTrust ERISA Excess Plan and the SunTrust Banks, Inc. Tier 2 SERP, although any future benefit accruals will come only from the Pension Plan and Non-Qualified Defined Benefit Plan as benefit accruals under these heritage SunTrust plans were frozen prior to the merger. Mr. Cummins participated in the SunTrust ERISA Excess Plan until his resignation. 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 nonequity incentive compensation, for the five consecutive years in the last ten years in which he or she receives compensation that produces the highest average.

  145. Narrative to 2024 Pension Benefits Table

    | 70 | | 2025 Proxy Statement | |

  146. Narrative to 2024 Pension Benefits Table

    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 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 participants already existing prior to January 1, 2024, 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 and Cummins 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.

  147. 2024 Non-Qualified Deferred Compensation

    2024 Non-Qualified Deferred Compensation

  148. 2024 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in 2024 ($)(1) | Truist Contributions in 2024 ($)(2) | Aggregate Earnings in 2024 ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/2024 ($)(4) | | William H. Rogers, Jr. | 211,296 | 211,310 | 2,159,612 | — | 11,247,307 | | Michael B. Maguire | 82,181 | 75,281 | 91,330 | 36,923 | 782,729 | | Kristin Lesher | — | — | — | — | — | | Hugh S. Cummins III | 1,061,800 | 128,083 | 1,017,822 | — | 9,281,984 | | Dontá L. Wilson | 90,807 | 84,532 | 209,962 | — | 1,866,196 |

  149. 2024 Non-Qualified Deferred Compensation

    | (1) Executive contributions were based on each NEO’s deferral elections and the salaries, AIP awards, and LTIP payments, if any, received by each NEO in 2024. |

  150. 2024 Non-Qualified Deferred Compensation

    | (2) This column represents Truist’s matching contributions credited to the accounts of the NEOs during 2024 in respect of the NEO’s contributions. These values are also reflected in the “All Other Compensation” column of the 2024 Summary Compensation Table. |

  151. 2024 Non-Qualified Deferred Compensation

    | (3) This column reflects earnings or losses on plan balances in 2024. 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 2024 Summary Compensation Table. |

  152. 2024 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. |

  153. Narrative to 2024 Non-Qualified Deferred Compensation Table

    Narrative to 2024 Non-Qualified Deferred Compensation Table 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 401(k) Plan are curtailed due to the application of certain IRS benefit and compensation limitations. During 2024, 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 their compensation. Matching contributions were reduced to 4% of eligible participants’ cash compensation beginning January 1, 2025. 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.

  154. Narrative to 2024 Non-Qualified Deferred Compensation Table

    | | 2025 Proxy Statement | | 71 |

  155. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The potential payments to the NEOs, with the exception of Mr. Cummins, pursuant to existing plans and arrangements in the event of their termination or a change of control at December 31, 2024 are shown in the table below. As discussed earlier in the proxy statement, Mr. Cummins resigned as our Vice Chair and Chief Operating Officer as a result of material changes to his responsibilities, effective January 13, 2025. The disclosure in the table below reflects the actual severance amounts payable to Mr. Cummins in connection with such resignation. Truist maintains the Severance Plan, which covers certain executive officers, including each of the NEOs. 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.

  156. Potential Payments Upon Termination or Change of Control

    | | Voluntary / Retirement ($) | For Cause ($) | Death / Disability ($) | Other than Cause or for Good Reason ($) | Qualifying Termination following a Change of Control ($) | | William H. Rogers, Jr. | | | | | | | Severance | — | — | — | 9,600,000 | 9,600,000 | | Pro-Rata Bonus(1) | 3,420,000 | — | 3,420,000 | 3,420,000 | 3,420,000 | | LTIP(2) | 4,991,640 | — | 4,991,640 | 4,991,640 | 4,991,640 | | PSUs(2) | 11,729,258 | — | 11,729,258 | 11,729,258 | 11,729,258 | | RSUs(3) | 9,875,414 | — | 9,875,414 | 9,875,414 | 9,875,414 | | Welfare Benefits(4) | — | — | — | 36,033 | 36,033 | | Outplacement | — | — | — | — | — | | Reduction Per Severance Plan(5) | — | — | — | — | — | | Total | 30,016,312 | — | 30,016,312 | 39,652,345 | 39,652,345 | | Michael B. Maguire | | | | | | | Severance | — | — | — | 3,920,000 | 3,920,000 | | Pro-Rata Bonus(1) | — | — | 1,278,309 | 1,278,309 | 1,278,309 | | LTIP(2) | — | — | 1,133,664 | 1,133,664 | 1,133,664 | | PSUs(2) | — | — | 7,151,670 | 7,151,670 | 7,151,670 | | RSUs(3) | — | — | 2,363,082 | 2,363,082 | 2,363,082 | | Welfare Benefits(4) | — | — | — | 30,961 | 30,961 | | Outplacement | — | — | — | | — | | Reduction Per Severance Plan(5) | — | — | — | — | — | | Total | — | — | 11,926,725 | 15,877,686 | 15,877,686 | | Kristin Lesher | | | | | | | Severance | — | — | — | 4,875,000 | 4,875,000 | | Pro-Rata Bonus(1) | — | — | 1,882,090 | 1,882,090 | 1,882,090 | | LTIP(2) | — | — | 420,000 | 420,000 | 420,000 | | PSUs(2) | — | — | 2,553,390 | 2,553,390 | 2,553,390 | | RSUs(3) | — | — | 9,359,279 | 9,359,279 | 9,359,279 | | Welfare Benefits(4) | — | — | — | 32,340 | 32,340 | | Outplacement | — | — | — | — | — | | Reduction Per Severance Plan(5) | — | — | — | — | — | | Total | — | — | 14,214,759 | 19,122,099 | 19,122,099 | | Hugh S. Cummins III(6) | | | | | | | Severance | — | — | — | 6,160,000 | — | | Pro-Rata Bonus(1) | — | — | — | 2,313,131 | — | | LTIP(2) | — | — | — | 2,370,416 | — | | PSUs(2) | — | — | — | 8,329,177 | — | | RSUs(3) | — | — | — | 4,599,062 | — | | Welfare Benefits(4) | — | — | — | 14,702 | — | | Outplacement | — | — | — | 110,000 | — | | Reduction Per Severance Plan(5) | — | — | — | — | — | | Total | — | — | — | 23,896,488 | — |

  157. Potential Payments Upon Termination or Change of Control

    | 72 | | 2025 Proxy Statement | |

  158. Potential Payments Upon Termination or Change of Control

    | | Voluntary / Retirement ($) | For Cause ($) | Death / Disability ($) | Other than Cause or for Good Reason ($) | Qualifying Termination following a Change of Control ($) | | Dontá L. Wilson | | | | | | | Severance | — | — | — | 4,725,000 | 4,725,000 | | Pro-Rata Bonus(1) | — | — | 1,798,441 | 1,798,441 | 1,798,441 | | LTIP(2) | — | — | 1,385,444 | 1,385,444 | 1,385,444 | | PSUs(2) | — | — | 7,951,337 | 7,951,337 | 7,951,337 | | RSUs(3) | — | — | 3,004,108 | 3,004,108 | 3,004,108 | | Welfare Benefits(4) | — | — | — | 41,738 | 41,738 | | Outplacement | — | — | — | — | — | | Reduction Per Severance Plan(5) | — | — | — | — | — | | Total | — | — | 14,139,330 | 18,906,068 | 18,906,068 |

  159. Potential Payments Upon Termination or Change of Control

    | (1) If termination occurs on or after March 31, 2024 due to retirement, death, disability, or other than for Cause or for Good Reason, the NEO will receive pro-rated short-term incentive awards. The amounts for these NEOs reflect fiscal year 2024 actual AIP award payouts as the table assumes termination on December 31, 2024. |

  160. Potential Payments Upon Termination or Change of Control

    | (2) Following termination due to retirement, death, disability, or other than for 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 2022 LTIP and PSU awards and an assumption of target performance for both the 2023 and 2024 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 2023 and 2024 LTIP awards pro-rated numbers reflecting a termination date of December 31, 2024 as LTIP awards are calculated as a percentage of the NEO’s average salary over the three-year performance period, and salary for periods after termination is zero. 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 2022-2024 LTIP cycle and projected pro rata payments for the two outstanding three-year LTIP cycles that have not been completed as of December 31, 2024, 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, 2024 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 2022-2024 PSU awards, and PSU awards for 2023 and 2024 at the target level of performance. |

  161. Potential Payments Upon Termination or Change of Control

    | (3) Value determined by multiplying the number of RSUs that vest by $43.38, the closing market price of a share of our common stock on December 31, 2024. |

  162. Potential Payments Upon Termination or Change of Control

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

  163. Potential Payments Upon Termination or Change of Control

    | (5) The amount reflects the reduction to the NEO’s payments in the event of a qualifying termination following a change of control 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. |

  164. Potential Payments Upon Termination or Change of Control

    | (6) As permitted by SEC rules, amounts reflect Mr. Cummins’ actual benefits owed in connection with his resignation for Good Reason effective January 13, 2025, which include: (i) his fiscal year 2024 actual AIP award, (ii) separation pay pursuant to the Severance Plan in the gross amount of $6,174,701.92 (including welfare benefits), (iii) PSU and LTIP awards vesting based on the Company’s actual performance, and (iv) RSU awards vesting on the original schedule, except that the remaining outstanding RSU awards granted to Mr. Cummins on September 1, 2021 were forfeited as they were conditioned on employment without continued vesting for retirement or resignation for Good Reason. Amounts for PSU and LTIP awards have been calculated as described in footnote 2 above for a termination due to Good Reason. |

  165. 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, with the exception of Mr. Cummins, terminated employment on December 31, 2024 and are estimates of the amounts such NEOs would receive upon termination pursuant to the Severance Plan, the BB&T Corporation 2012 Incentive Plan (the “2012 Incentive Plan”), the 2022 Incentive Plan, and the award agreements applicable to the NEO as in effect on December 31, 2024. 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 the NEOs under plans and arrangements that are generally available to all salaried teammates or amounts reported in the “2024 Pension Benefits” and “2024 Non-Qualified Deferred Compensation” tables. The amounts reported above for Mr. Cummins reflect the actual amounts that he is entitled to receive as a result of his resignation due to material changes to his responsibilities, effective January 13, 2025, as described in more detail below. Named Executive Officers Under the Severance Plan, each of the NEOs, 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:

  166. 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 |

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

    | | 2025 Proxy Statement | | 73 |

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

    | (ii) To the extent the NEO has been participating in the medical, dental, 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. |

  169. 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 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 non-solicitation 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, 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 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:

  170. 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); |

  171. 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; |

  172. 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 |

  173. 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 or assets of the Company, or any business of the Company for which the NEO’s services are principally performed. |

  174. 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.

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

    | 74 | | 2025 Proxy Statement | |

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

    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 in which the NEO participates, (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” of the NEO as defined in Section 22(e)(3) of the Internal Revenue Code. Hugh S. Cummins III Mr. Cummins’ resignation resulted from material changes to his responsibilities by Truist following completion of several strategic initiatives in which Mr. Cummins played a key role, including the sale of TIH and the development of Truist’s strategic direction after that transaction. As a result, Mr. Cummins was entitled to the benefits of a resignation for Good Reason under the Severance Plan and received separation pay in the gross amount of $6,174,701.92 (including welfare benefits). Mr. Cummins also remained eligible for his full AIP award for 2024 and is receiving outplacement benefits from Truist. Mr. Cummins’ unvested PSU, LTIP, and RSU awards remain subject to the terms and conditions of the incentive plans and award agreements under which they were granted. As a result of a resignation for Good Reason, PSU and LTIP awards continue to vest based on the Company’s actual performance, and RSU awards continue to vest on the original schedule, except that the remaining outstanding RSU awards granted to Mr. Cummins on September 1, 2021 were forfeited as they were conditioned on employment without continued vesting for retirement or resignation for Good Reason.

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

    | | 2025 Proxy Statement | | 75 |

  178. 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 2024, Mr. Roger’s annual total compensation was $13,968,666, and the median teammate’s annual total compensation was $93,785. 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 149 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 2023, we have decided to select a new median teammate for 2024 due to changes in our teammate population as a result of the cost savings program we completed in early 2025 and the sale of TIH. For purposes of identifying our median teammate for 2024, we examined our teammate population, excluding our CEO, as of December 31, 2024. As permitted by SEC rules, we excluded (i) 39 teammates working in Canada given the small number of teammates in that jurisdiction, and (ii) 418 teammates that were on unpaid leave of absence for all of 2024. The median teammate was determined as of December 31, 2024 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.

  179. Pay Ratio Disclosure

    | 76 | | 2025 Proxy Statement | |

  180. 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”).

  181. 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) | EPS (8) | | Year | | | | | | | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | — | $13,951,543 | — | $18,337,254 | $10,156,222 | $12,295,764 | $96.99 | $132.63 | $4,840 | $3.81 | | 2023 | — | $12,401,590 | — | $4,483,210 | $9,336,938 | $4,007,586 | $78.39 | $96.66 | $(1,047) | $3.81 | | 2022 | — | $13,237,842 | — | $11,774,153 | $6,193,618 | $6,642,889 | $85.70 | $97.53 | $6,267 | $4.96 | | 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 | $5.53 | | 2020 | $14,823,906 | — | $11,068,514 | — | $7,678,184 | $5,076,214 | $88.87 | $89.69 | $4,492 | $3.80 |

  182. 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 applicable 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 has continued to serve as our Chief Executive Officer since that time. |

  183. 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 Messrs. Rogers or King, as applicable, during the pertinent 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 2024 to determine the compensation actually paid: |

  184. 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 | | 2024 | $13,951,543 | $(6,488,339) | $10,840,513 | — | $33,537 | $18,337,254 |

  185. 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 2024 Summary Compensation Table. |

  186. Pay Ratio Disclosure

    | (b) The equity award adjustments for 2024 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in 2024 that were outstanding and unvested as of the end of 2024; (ii) the amount of change as of the end of 2024 (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 2024; (iii) for awards that were granted and vested in 2024, the fair value as of the vesting date; (iv) for awards granted in prior years that vested in 2024, 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 2024, 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 2024 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 2024. 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: |

  187. Pay Ratio Disclosure

    | Year | Year End Fair Value of Equity Awards Outstanding and Unvested as of the End of the Year | 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 | | 2024 | $8,749,933 | $2,199,271 | — | $(108,691) | — | — | $10,840,513 |

  188. Pay Ratio Disclosure

    | (c) Represents the deduction for the “Change in Pension Value & Nonqualified Deferred Compensation Earnings” column of the 2024 Summary Compensation Table. |

  189. Pay Ratio Disclosure

    | | 2025 Proxy Statement | | 77 |

  190. Pay Ratio Disclosure

    | (d) The total pension benefit adjustments for 2024 include the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Rogers during 2024 (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during 2024 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: |

  191. Pay Ratio Disclosure

    | Year | Service Cost | Prior Service Cost | Total Pension Benefit Adjustments | | 2024 | $33,537 | — | $33,537 |

  192. Pay Ratio Disclosure

    | 3. | The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. King and/or Mr. Rogers, as applicable) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Messrs. King and Rogers, as applicable, as described above in Note 1) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Michael B. Maguire, Kristin Lesher, Hugh S. Cummins III, and Dontá L. Wilson; (ii) for 2023, Michael B. Maguire, Hugh S. Cummins III, Clarke R. Starnes III, Dontá L. Wilson, and John M. Howard; (iii) for 2022, Daryl N. Bible, Michael B. Maguire, Hugh S. Cummins III, Clarke R. Starnes III, and Dontá L. Wilson; (iv) for 2021, Hugh S. Cummins III, Clarke R. Starnes III, Daryl N. Bible, John M. Howard, and Christopher L. Henson; and (v) for 2020, William H. Rogers, Jr., Christopher L. Henson, Clarke R. Starnes III, and Daryl N. Bible. |

  193. 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. King and/or Mr. Rogers, as applicable) during the pertinent year. 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 2024 to determine the compensation actually paid, using the same methodology described above in Note 2: |

  194. 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 | | 2024 | $10,156,222 | $(5,927,279) | $7,936,749 | $(130,159) | $260,231 | $12,295,764 |

  195. Pay Ratio Disclosure

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

  196. 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 | | 2024 | $7,096,774 | $827,099 | 22,947 | $(10,071) | — | — | $7,936,749 |

  197. Pay Ratio Disclosure

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

  198. Pay Ratio Disclosure

    | Year | Average Service Cost | Average Prior Service Cost | Total Average Pension Benefit Adjustments | | 2024 | $260,231 | — | $260,231 |

  199. 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. |

  200. 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 (BKX). |

  201. Pay Ratio Disclosure

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

  202. Pay Ratio Disclosure

    | 78 | | 2025 Proxy Statement | |

  203. Pay Ratio Disclosure

    | 8. | For purposes of our incentive compensation plans, EPS was calculated for 2024 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. Because the method of calculating EPS for 2024 differed from the approach used in prior years, the EPS values for 2020–2023 have been recalculated for purposes of this Pay Versus Performance table to be consistent with the method of calculation for 2024. 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 2024 and 2023. For reconciliations of GAAP earnings per share to EPS for purposes of our incentive compensation plans for 2020-2022, see our fourth quarter earnings presentations for each of those years. |

  204. 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.

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

    | | 2025 Proxy Statement | | 79 |

  206. Analysis of the Information Presented in the Pay Versus Performance 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 five 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, 2024, approximately 51% of the value of total target compensation awarded to the CEO and 47% 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 GAAP 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 GAAP net income over the five years presented in the PvP table. While the Company has not emphasized net income as a performance measure in the overall executive-compensation program, the measure of net income is correlated with several of the performance measures which the Company uses when assessing performance or setting goals in the Company’s short-term and long-term incentive compensation plans, such as EPS and PPNR. Each of these measures is either calculated using net income as a component or is a significant driver of net income. As described in more detail in the CD&A, as of December 31, 2024, approximately 68% of the value of total target compensation awarded to the CEO and 66% of the value of total target compensation

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

    | 80 | | 2025 Proxy Statement | |

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

    awarded to the other NEOs is performance-based pay largely dependent on financial measures that are calculated using net income as a key element or that have a significant impact on net income. 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 five years presented in the PvP table, although EPS remained flat in 2024 while compensation actually paid increased 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 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