DEF 14A of Truist Financial Corp
Filed Mar 16, 2026 · FY20250001193125-26-107144
Cautionary Note Regarding Forward-Looking Statements
| Narrative to 2025 Pension Benefits Table | 76 | | 2025 Non-Qualified Deferred Compensation | 78 | | Narrative to 2025 Non-Qualified Deferred Compensation Table | 78 | | Potential Payments Upon Termination or Change of Control | 79 | | Narrative to Potential Payments Upon Termination or Change of Control Table | 81 | | Pay Ratio Disclosure | 83 | | Pay Versus Performance | 84 | | Proposal 3—Ratification of the Appointment of Our Independent Registered Public Accounting Firm | 89 | | Fees to Independent Registered Public Accounting Firm | 89 | | Audit Committee Pre-Approval Policy | 89 | | Audit Committee Report | 90 | | Proposal 4—Approval of the Amendment and Restatement of the Truist Financial Corporation 2022 Incentive Plan | 91 | | Proposal 5—Shareholder Proposal Regarding a Report on Risks from Misalignment Between Company Policies and Customer Base | 99 | | Statement of the Board of Directors in Opposition to the Shareholder Proposal | 100 | | Stock Ownership Information | 102 | | Director Phantom Shares | 103 | | Voting and Other Information | 104 | | Record Date and Shares Entitled to Vote at the Meeting | 104 | | Quorum Requirements | 104 | | How to Vote | 104 | | How to Attend the Annual Meeting | 105 | | Votes Required, Non-Votes, Abstentions | 105 | | Delivering Proxy Materials | 106 | | How to Request and Receive a Paper or Email Copy | 106 | | Proxy Costs | 106 | | Proposals for the 2027 Annual Meeting of Shareholders | 107 | | Annex A—Non-GAAP Financial Measures | 108 | | Annex B—Truist Financial Corporation 2022 Incentive Plan (amended and restated as of April 28, 2026) | 112 |
Truist Board of Director Nominees
Truist Board of Director Nominees The Board of Directors of Truist (the “Board”) has nominated the following slate of 12 individuals for election as directors to serve until the next annual meeting of shareholders in 2027 or until their successors are duly elected and qualified. This slate comprises all of the current directors of Truist. We value the skills, experiences, and perspectives that these nominees bring to Truist as well as their dedication to our purpose and the creation of long-term shareholder value. See Director Nominee Criteria on page 24 for additional information.
Truist Board of Director Nominees
| | | Age | Independent | Principal Occupation | Standing Board Committee Memberships | | | William H. Rogers, Jr. | 68 | | Chairman and Chief Executive Officer of Truist | ◾ Executive (Chair) | | | Thomas E. Skains | 69 | | Lead Independent Director of Truist Retired Chairman, President, and CEO of Piedmont Natural Gas Company, Inc. | ◾ Compensation and Human Capital (Chair) ◾ Executive ◾ Nominating and Governance | | | Jennifer S. Banner | 66 | | 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. | 74 | | CEO of GlobalWatch Technologies, Inc. | ◾ Technology | | | Agnes Bundy Scanlan | 68 | | President of The Cambridge Group LLC | ◾ Executive ◾ Nominating and Governance (Chair) ◾ Risk |
Truist Board of Director Nominees
| 6 | | 2026 Proxy Statement | |
Truist Board of Director Nominees
| | | Age | Independent | Principal Occupation | Standing Board Committee Memberships | | | Dallas S. Clement | 60 | | President and CFO of Cox Enterprises, Inc. | ◾ Audit (Chair) ◾ Executive ◾ Nominating and Governance | | | Linnie M. Haynesworth | 68 | | Retired Sector Vice President and General Manager, Northrop Grumman Corporation | ◾ Risk ◾ Technology ◾ Trust* | | | Donna S. Morea | 71 | | Chairman and CEO of Adesso Group, LLC | ◾ Risk ◾ Technology (Chair) | | | Charles A. Patton | 69 | | Managing Member of Patton Holdings, LLC and PATCO Investments, LLC | ◾ Audit ◾ Trust* (Chair) | | | Jonathan M. Pruzan | 57 | | Co-president of Pretium Partners | ◾ Compensation and Human Capital ◾ Risk | | | Laurence Stein | 58 | | Retired EVP and COO, Asset & Wealth Management, of The Goldman Sachs Group, Inc. | ◾ Executive ◾ Risk (Chair) ◾ Trust* |
Truist Board of Director Nominees
| | 2026 Proxy Statement | | 7 |
Truist Board of Director Nominees
| | | Age | Independent | Principal Occupation | Standing Board Committee Memberships | | | Bruce L. Tanner | 67 | | Retired EVP and CFO of Lockheed Martin Corporation | ◾ Audit ◾ Compensation and Human Capital |
Truist Board of Director Nominees
| * The Trust Committee is a committee of the Board of Directors of Truist Bank. |
Truist Board of Director Nominees
Tenure
Truist Board of Director Nominees
| 8 | | 2026 Proxy Statement | |
Compensation Philosophy
Compensation Philosophy Our executive-compensation program is designed to align the interests of our senior management and our shareholders, drive long-term value creation for the Company, and account for the safety and soundness of Truist commensurate with its structure, risk profile, complexity, activities, and size. We compensate our NEOs through a mix of (1) base salary; (2) AIP awards; and (3) long-term incentive awards, composed of performance stock units (“PSUs”), restricted stock units (“RSUs”), and cash long-term incentive plan (“LTIP”) awards. The majority of this compensation is forfeitable and at-risk based on achievement of financial and non-financial measures, occurrence of an aggregate operating loss, and certain capital events and significant negative risk outcomes.
Connection to Business Strategy
| Elements of Executive Compensation in 2025 | | | | | Base Salary | ◾ Reflects scope of leadership responsibilities, experience, performance, skills, knowledge, and market competitiveness ◾ Provides fixed income to attract and retain senior management and drive balanced risk-taking | | Short-Term Incentive Compensation | AIP Awards | ◾ Incentivizes execution of short-term goals based on financial measures and strategic priorities that support Truist’s strategic plan ◾ Cash award; payment determined based on Company and individual performance, including risk management execution | | Long-Term Incentive Compensation | PSU and LTIP Awards | ◾ Aligns compensation with achievement of long-term goals based on 3-year absolute cumulative adjusted earnings per share* (“EPS”), 3-year absolute adjusted average return on tangible common equity* (“ROTCE”), and 3-year relative total shareholder return (“TSR”), which generate shareholder value and correlate to achievement of Truist’s strategic plan ◾ Stock and cash-settled awards with a 3-year performance period; payment determined based on Company performance and subject to reduction or forfeiture in the event of certain capital events, an aggregate operating loss, or significant negative risk outcome | | | RSU Awards | ◾ Rewards long-term, sustained appreciation of Truist’s stock price ◾ Stock-settled award with a 4-year, back-loaded vesting period; subject to reduction or forfeiture in the event of an aggregate operating loss or significant negative risk outcomes |
Connection to Business Strategy
| ◾ | The Compensation and Human Capital Committee retains an independent compensation consultant which advises on the executive-compensation program, including compensation governance. |
Connection to Business Strategy
| ◾ | The Compensation and Human Capital Committee reviews and approves performance goals and performance outcomes under our incentive-compensation programs. |
Connection to Business Strategy
| ◾ | Effective risk management is featured as a strategic priority under the AIP award program. |
Connection to Business Strategy
| ◾ | Long-term incentive awards are subject to reduction or forfeiture for an aggregate operating loss, significant negative risk outcome, and, for the PSU and LTIP awards, certain capital events. |
Realized Pay
Realized Pay We seek to directly link the value our NEOs actually realize each year with shareholder interests by selecting performance metrics for our long-term incentive awards that closely align with shareholder value creation. Accordingly, the compensation our Chief Executive Officer actually realizes in a given year is directly tied to achievement of our long-term financial goals. From 2022-2025, which corresponds to Mr. Rogers’s first full year as Chief Executive Officer through the most recently completed fiscal year, his Realized Pay was 60% of his Target Pay in the aggregate. Mr. Rogers’s below-target compensation was driven by not meeting threshold performance under our 2023-2025 PSU and LTIP awards and market movement in share price, thus demonstrating the clear alignment between Mr. Rogers’s compensation and our shareholders’ interests. See Realized Pay on page 47 for additional information. For purposes of this section, the following definitions apply:
Realized Pay
| ◾ | “Target Pay” is the sum of (1) base salary, (2) target AIP award, (3) target LTIP award, and (4) grant date value of RSU and PSU awards, in each case, for the applicable year. |
Realized Pay
| ◾ | “Realized Pay” is the sum of (1) base salary and AIP award paid for the applicable year, plus (2) the amount reportable as income upon vesting of RSU, PSU, and LTIP awards during the applicable year. |
Nominees for Election as Directors
Nominees for Election as Directors The Board has nominated the following individuals to serve as directors of Truist until the 2027 annual meeting of shareholders or until their successors are duly elected and qualified. The nominees for election to our Board and their key qualifications, skills, professional highlights, and other leadership experience and service are set forth below.
Nominees for Election as Directors
| | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES NAMED BELOW. |
Nominees for Election as Directors
| | JENNIFER S. BANNER INDEPENDENT DIRECTOR AUDIT COMMITTEE FINANCIAL EXPERT | | K. DAVID BOYER, JR. INDEPENDENT DIRECTOR |
Nominees for Election as Directors
| Tenure: ◾ Since 2003 Age: 66 Board Committees: ◾ Audit ◾ Technology Other Current Public-Company Directorship: ◾ Elme Communities Other Public-Company Directorship in the Past Five Years: ◾ Uniti Group Inc. Qualifications and Skills: ◾ Brings extensive accounting, tax, and financial reporting experience with 22 years practicing as a certified public accountant, supporting effective oversight of the Company’s financial controls and audit processes ◾ Deep insight into 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. and prior service on the board of the Federal Reserve Bank of Atlanta—Nashville branch ◾ Significant knowledge of technology innovation and digital transformation through formal training and research participation as an Industry Research Fellow with the MIT Center for Information Research (MIT CISR) where she has co-authored articles addressing the importance of technology, AI, and digital skills in the boardroom Professional Highlights: ◾ Consultant with special appointment to the University of Tennessee Haslam College of Business, working in the Integrated Business and Engineering Program, the Executive MBA Program, and the Department of Management and Entrepreneurship (since 2024) ◾ Executive Director of the Management Forum of the University of Tennessee Haslam College of Business (since 2019) ◾ Industry Research Fellow (formerly referred to as Honorary Research Fellow) at MIT CISR, which provides chief information officers, digital leaders, and boards with insights into technology and digital innovation (since 2019) ◾ Former Chief Executive Officer of the Schaad Family Office, LLC, a diversified holding company (2012-2018) and Former Chief Executive Officer of its affiliate, Schaad Companies, LLC (2008-2018) ◾ Former President and Chief Executive Officer of Schaadsource, LLC, a privately held managerial and strategic services company (2006-2019) Other Leadership Experience and Service: ◾ Advisory board member to the University of Tennessee Department of Management and Entrepreneurship ◾ Trustee at Clarence Brown Theatre, a nonprofit professional theatre connected to the University of Tennessee | Tenure: ◾ Since 2009 Age: 74 Board Committees: ◾ Technology Qualifications and Skills: ◾ Relevant financial services experience gained from service as a Truist director, a former chair of the Trust and Executive Committees, and prior service for more than 11 years on Truist Bank’s local advisory board in Washington, D.C., providing our Board with a unique perspective on the Company’s banking organization and its values and culture ◾ Significant experience with accounting, and finance, as well as information technology, information management, cybersecurity, and data analytics Professional Highlights: ◾ Chief Executive Officer of GlobalWatch Technologies, Inc., a privately-held business intelligence, cybersecurity, information assurance, governance, and compliance firm (since 2004) ◾ Former Senior Advisor and Director of Global Development Alliance for USAID (2008-2009) ◾ Former Chairman and Chief Executive Officer of TROY Systems, Inc., an internet technology and assurance provider of advanced weapons systems for the U.S. Armed Forces and information security to critical government agencies (1983-2001) Other Leadership Experience and Service: ◾ Director of Virginia Community Development Corporation, a tax credit fund manager supporting economic development in Richmond ◾ Member of the Presidential Counselors for Pennsylvania State University ◾ Certified National Association of Corporate Directors (NACD) Board Leadership Fellow ◾ Former Treasury board member for the Commonwealth of Virginia |
Nominees for Election as Directors
| | 2026 Proxy Statement | | 17 |
Nominees for Election as Directors
| | AGNES BUNDY SCANLAN INDEPENDENT DIRECTOR RISK MANAGEMENT EXPERT | | DALLAS S. CLEMENT INDEPENDENT DIRECTOR AUDIT COMMITTEE FINANCIAL EXPERT |
Nominees for Election as Directors
| Tenure: ◾ Since 2017 Age: 68 Board Committees: ◾ Executive ◾ Nominating and Governance (Chair) ◾ Risk Other Current Public-Company Directorship: ◾ AppFolio, Inc. Other Public-Company Directorship in the Past Five Years: ◾ R1 RCM Inc. Qualifications and Skills: ◾ Over 30 years of legal, governance, and government affairs experience, equipping our Board with the skills needed to oversee the Company’s complex and evolving governance and risk environment ◾ Extensive financial services as well as regulatory and compliance experience honed through service as the Northeast Regional Director of Supervision Examination at the Consumer Financial Protection Bureau (CFPB) and in other senior roles overseeing regulatory and compliance related functions ◾ Recognized leader across information security with credentials in technology innovation and digital transformation, artificial intelligence, and cybersecurity through earning the CERT certificate from the Universities of Cambridge and Oxford Programs in Digital Transformation and Disruptive Technologies, a certificate in artificial intelligence and a certificate in cybersecurity from MIT, two certificates in cybersecurity oversight from Harvard, and a certificate in cybersecurity and oversight from Carnegie Mellon Professional Highlights: ◾ President of The Cambridge Group LLC, a regulatory advisory firm (since 2020) ◾ Former Senior Advisor for Treliant Risk Advisors, counseling financial services firms on risk management, strategic, and other regulatory matters (2017-2020) and (2012-2015) ◾ Former Northeast Regional Director of Supervision Examination for the Consumer Financial Protection Bureau (2015-2017) ◾ Former 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 (1994-2012) Other Leadership Experience and Service: ◾ AI Ethics Council Member of Dayforce, Inc. a publicly traded human-resources software and services company ◾ Director of Institutional Capital Network, Inc., a privately-held global fintech platform | Tenure: ◾ Since 2015 Age: 60 Board Committees: ◾ Audit (Chair) ◾ Executive ◾ Nominating and Governance Qualifications and Skills: ◾ Extensive audit, accounting, and financial reporting experience developed through service as President and Chief Financial Officer and in other senior financial leadership roles at Cox Enterprises, Inc., supporting our Board in overseeing financial reporting integrity, risk, and internal controls ◾ Deep executive leadership experience in corporate strategy and business development across multiple industries ◾ Broad enterprise risk oversight, including responsibility for information technology, cybersecurity, and other operational functions, providing a comprehensive perspective on risk management and emerging technology trends Professional Highlights: ◾ President and Chief Financial Officer of Cox Enterprises, Inc. (since 2022) ◾ Former Executive Vice President and Chief Financial Officer of Cox Enterprises (2015-2022) ◾ Former Executive Vice President and Chief Financial Officer of Cox Automotive (2014-2015) ◾ Former Chief Financial Officer of Autotrader Group (2011-2015) ◾ Various roles at Cox Communications (1980-2011, including Executive Vice President and Chief Strategy and Product Management Officer Other Leadership Experience and Service: ◾ Director of Atlanta History Center ◾ Director of Georgia Research Alliance ◾ Director of Junior Achievement of Georgia, Inc ◾ Director of Metro Atlanta Chamber ◾ Director of Woods Hole Oceanographic Institution |
Nominees for Election as Directors
| 18 | | 2026 Proxy Statement | |
Nominees for Election as Directors
| | LINNIE M. HAYNESWORTH INDEPENDENT DIRECTOR | | DONNA S. MOREA INDEPENDENT DIRECTOR | | Tenure: ◾ Since 2019 Age: 68 Board Committees: ◾ Risk ◾ Technology ◾ Trust—Truist Bank Other Current Public-Company Directorships: ◾ Automatic Data Processing, Inc. ◾ Micron Technology, Inc. ◾ Eastman Chemical Company Qualifications and Skills: ◾ Enterprise risk management expertise, with oversight of large, complex technology programs and system deployments—supporting our Board’s oversight of operational resilience and technology risk ◾ Deep background in cybersecurity governance, large-scale system development, and technology innovation and digital transformation, including insight into artificial intelligence as an emerging technology, gained through oversight of cyber, multi-enterprise data management, and mission-enabling intelligence solutions ◾ Significant corporate governance experience from public-company board service at a human-resources and payroll-solutions company, a computer-memory and storage-products company, and a special materials company Professional Highlights: ◾ Former Sector Vice President and General Manager of the Cyber and Intelligence Mission Solutions Division for Northrop Grumman Corporation (“NGC”)’s Mission Systems Sector (2016-2019) ◾ Former Sector Vice President and General Manager of the ISR Division within the Information Systems sector of NGC, as well as former leader of NGC’s Federal and Defense Technologies Division (2014-2015) Other Leadership Experience and Service: ◾ Member of the board of councilors for USC Viterbi School for Engineering ◾ Leadership council member of No Kid Hungry—Share Our Strength ◾ Former member of the board of directors of the Northern Virginia Technology Council ◾ Former advisory board member of the U.S. Department of Defense Business Board | | Tenure: ◾ Since 2012 Age: 71 Board Committees: ◾ Risk ◾ Technology (Chair) Other Current Public-Company Directorship: ◾ Science Applications International Corporation Other Public-Company Directorship in the Past Five Years: ◾ KLDiscovery Inc. Qualifications and Skills: ◾ Significant risk oversight experience, including service on the risk committee of another public-company and prior board-level leadership of risk governance within a financial institution, providing valuable perspective on enterprise risk frameworks and regulatory engagement to our Board ◾ Broad experience in managing information technology and business process services for large and regulated enterprises with expertise in technology innovation and digital transformation, including artificial intelligence ◾ Extensive executive management background given Ms. Morea’s former role as President, U.S., Europe, and Asia Pacific of CGI Technology Solutions, Inc., one of the largest global technology firms Professional Highlights: ◾ Chairman and Chief Executive Officer of Adesso Group, LLC, which provides consulting and advisory services, with an emphasis on strategic growth opportunities (since 2012) ◾ Operating Executive of The Carlyle Group, an American multinational company with operations in private equity, alternative asset management, and financial services (since 2016) ◾ Various leadership roles including President, U.S., Europe, and Asia Pacific (2004-2011), and member of the board, of CGI Technology Solutions, Inc. (2012-2013) Other Leadership Experience and Service: ◾ Chair Emeritus of the Northern Virginia Technology Council | |
Nominees for Election as Directors
| | 2026 Proxy Statement | | 19 |
Nominees for Election as Directors
| | CHARLES A. PATTON INDEPENDENT DIRECTOR AUDIT COMMITTEE FINANCIAL EXPERT | | JONATHAN M. PRUZAN INDEPENDENT DIRECTOR RISK MANAGEMENT EXPERT |
Nominees for Election as Directors
| Tenure: ◾ Since 2013 Age: 69 Board Committees: ◾ Audit ◾ Trust—Truist Bank (Chair) | Tenure: ◾ Since 2025 Age: 57 Board Committees: ◾ Compensation and Human Capital ◾ Risk | | Qualifications and Skills: ◾ Extensive executive leadership and oversight experience gained from serving as President and Chief Executive Officer of Virginia First Savings Bank, a publicly traded financial institution, providing valuable insight into large-scale operations and strategic execution that supports the Company’s long-term growth objectives ◾ Deep knowledge of corporate governance and regulatory and risk management specific to the financial industry ◾ Long-term perspective and significant institutional knowledge of Truist derived from years of service on our Board and its committees Professional Highlights: ◾ Consultant and managing member of Patton Holdings, LLC, a real estate holding company (since 2007) ◾ Consultant and managing member of PATCO Investments, LLC, which emphasizes specialty lending and equity participations (since 1998) ◾ President and Chief Executive Officer of Virginia First Savings (1979-1997) Other Leadership Experience and Service: ◾ Former member of the board of visitors of Richard Bland College (formerly the College of William & Mary) ◾ Former board Chairman of Richard Bland College Foundation, Inc. | Qualifications and Skills: ◾ Broad strategic and operational experience leading finance, operations, technology, and corporate strategy in a highly regulated environment at Morgan Stanley, strengthening the Board’s oversight of business transformation, risk management, and effective execution ◾ Three decades of financial services, banking, and capital markets expertise, including senior executive roles as Chief Operating Officer and Chief Financial Officer and Head of Corporate Strategy at Morgan Stanley ◾ Enterprise risk oversight experience, having served on firm-wide risk committees Professional Highlights: ◾ Co-President of Pretium Partners, LLC, an alternative investment manager with a differentiated, scaled approach to residential real estate and corporate and structured credit investment strategies (since 2023) ◾ Former Executive Vice President and Chief Operating Officer at Morgan Stanley (2021-2023) ◾ Former Executive Vice President and Chief Financial Officer (2015-2021), and Head of Corporate Strategy (2016 - 2021) at Morgan Stanley ◾ Former Managing Director and Co-Head of Morgan Stanley’s Global Financial Institutions Group (2010-2015) ◾ Former Investment banker at Morgan Stanley (1994-2015) ◾ Various positions with PaineWebber (1990-1994) Other Leadership Experience and Service: ◾ Director of Tufts University ◾ Director of Peterson Institute of International Economics ◾ Director of The American Ditchley Foundation ◾ Life Trustee of New York-Presbyterian Hospital ◾ Member of the Council on Foreign Relations |
Nominees for Election as Directors
| 20 | | 2026 Proxy Statement | |
Nominees for Election as Directors
| | WILLIAM H. ROGERS, JR. CHAIRMAN AND CHIEF EXECUTIVE OFFICER | | THOMAS E. SKAINS LEAD INDEPENDENT DIRECTOR |
Nominees for Election as Directors
| Tenure: ◾ Since 2011 Age: 68 Board Committee: ◾ Executive (Chair) Qualifications and Skills: ◾ Extensive financial services experience and deep knowledge of Truist and our industry, supporting Mr. Rogers’s effective leadership as Chair and Chief Executive Officer ◾ Strong leadership capabilities in setting strategic vision and aligning business priorities with evolving industry dynamics ◾ Corporate governance, risk management, and regulatory experience from more than 40 years tenure at Truist and as a former member of the Sixth District representative on the Federal Advisory Counsel of the Board of Governors of the Federal Reserve System Professional Highlights: ◾ Chief Executive Officer of Truist and Truist Bank (since 2021) and Chairman of the Board of Truist and Truist Bank (since 2022) ◾ Former President and Chief Operating Officer of Truist and Truist Banks (2019-2021) ◾ Former Chairman of SunTrust Banks, Inc. (2012- 2019) ◾ Former Chief Executive Officer of SunTrust Banks, Inc. (2011-2019) Other Leadership Experience and Service: ◾ Member of the Bank Policy Institute ◾ Chair of the board of the Boys & Girls Clubs of America ◾ Member of the board of Charlotte Center City Partners ◾ Member of the Charlotte Executive Leadership Council ◾ Member of the Emory University Board of Trustees ◾ Member of the Global Board of Advisors for Operation HOPE, Inc. ◾ Former representative on the Federal Advisory Council of the Board of Governors of the Federal Reserve System | Tenure: ◾ Since 2009 Age: 69 Board Committees: ◾ Compensation and Human Capital (Chair) ◾ Executive ◾ Nominating and Governance Other Current Public-Company Directorships: ◾ Duke Energy Corporation ◾ National Fuel Gas Company Qualifications and Skills: ◾ Extensive corporate governance expertise maintaining Board and management accountability, bringing—as Lead Independent Director—strong independent oversight and effective leadership for our Board ◾ Considerable executive leadership and strategic planning skills through his experience as Chairman, President and Chief Executive Officer of Piedmont Natural Gas Company, Inc. (now part of Duke Energy Corporation), a major natural gas utility in the Southeast ◾ Comprehensive risk management experience in a highly regulated industry ◾ Valuable perspective on government and public policy matters developed from prior service on several prominent civic and business associations Professional Highlights: ◾ Former Chairman, President and Chief Executive Officer of Piedmont Natural Gas Company, Inc. (2003-2016), its President and Chief Operating Officer (2002-2003), and its Senior Vice President - Marketing and Supply Services (1995-2002) ◾ Former Senior Vice President (1989-1995), Vice President (1986-1989) and Attorney at Law (1981-1986) of Transcontinental Gas Pipeline Corporation Other Leadership Experience and Service: ◾ Previous chair of the board of the Charlotte Chamber of Commerce ◾ Previous chair of the board of the American Gas Association |
Nominees for Election as Directors
| | 2026 Proxy Statement | | 21 |
Nominees for Election as Directors
| | LAURENCE STEIN INDEPENDENT DIRECTOR RISK MANAGEMENT EXPERT | | BRUCE L. TANNER INDEPENDENT DIRECTOR AUDIT COMMITTEE FINANCIAL EXPERT |
Nominees for Election as Directors
| Tenure: ◾ Since 2024 Age: 58 Board Committees: ◾ Executive ◾ Risk (Chair) ◾ Trust—Truist Bank Qualifications and Skills: ◾ Substantial experience with improving efficiency, streamlining large-scale operations, and driving strategic growth while maintaining strong risk management and controls, supporting our Board’s focus on balancing performance with sound risk practices ◾ Over 27 years of leadership across operations, finance, and technology, driving strategy and execution in asset management, investment banking, and wealth management at The Goldman Sachs Groups, Inc., a large financial institution Professional Highlights: ◾ Former Executive Vice President and Chief Operating Officer, Asset & Wealth Management, at The Goldman Sachs Group, Inc. (2022-2023) ◾ Member of The Goldman Sachs Group, Inc.’s Management Committee (2018-2023) ◾ Former Chief Administrative Officer at The Goldman Sachs Group, Inc., (2018-2021) ◾ Various senior leadership roles at The Goldman Sachs Group, Inc., including 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 (1996-2021) ◾ Various roles at Ernst & Young (1992-1996) Other Leadership Experience and Service: ◾ Member of the board of directors of Athos Therapeutics, Inc., a privately-held AI software and clinical stage biotechnology company ◾ Member of the Business School Council of Tulane University | Tenure: ◾ Since 2015 Age: 67 Board Committees: ◾ Audit ◾ Compensation and Human Capital Other Current Public-Company Directorship: ◾ American Tower Corporation Qualifications and Skills: ◾ Comprehensive oversight of enterprise finance, encompassing capital structure, financial planning and analysis, treasury, internal controls, compliance, and program finance, strengthening the Board’s insight into financial discipline, risk oversight, and organizational resilience ◾ Deep financial and accounting expertise, having steered the finance function at Lockheed Martin Aeronautics, a Fortune 100 global enterprise, through an extended period of sustained growth Professional Highlights: ◾ Former Executive Vice President and Strategic Advisor for Lockheed Martin Corporation (2019) ◾ Former Executive Vice President and Chief Financial Officer for Lockheed Martin Corporation (2007-2019) ◾ Former Vice President of Finance and Business Operations for Lockheed Martin Aeronautics (2006-2007) ◾ Former Vice President of Finance and Business Operations, Lockheed Martin Electric Systems (2002-2006) ◾ Various roles at Lockheed Martin Corporation (1982-2002) Other Leadership Experience and Service: ◾ Member of the President’s Advisory Board for the University of Texas at Arlington |
Nominees for Election as Directors
| 22 | | 2026 Proxy Statement | |
Effective Board Leadership Structure
Effective Board Leadership Structure Our Board is led by Mr. Rogers, our Chairman and Chief Executive Officer, and Mr. Skains, our Lead Independent Director. The Board currently believes that having a unified Chairman and Chief Executive Officer contributes to a more efficient and effective Board, enables unity of vision for the Company, and creates a firm link between management and the Board that promotes the development and implementation of the Company’s strategy. At the same time, with such an approach, the Board recognizes that a strong Lead Independent Director with clearly defined responsibilities is paramount for effective oversight. In February 2026, the independent directors re-elected Mr. Skains to serve as our Lead Independent Director. The independent directors considered how Mr. Skains had performed in that role since March 2022, his strength in purposeful leadership, his ability to serve as an independent counterbalance to the Chairman, and his facilitation of open dialogue among the independent directors during and in between Board meetings. The Board has not adopted a policy on separating the positions of Chairman and Chief Executive Officer in the belief that its leadership structure should be addressed in the context of succession planning for the Chief Executive Officer and the evolving best interests of the Board and Truist. Our amended and restated bylaws (the “Bylaws”) and Corporate Governance Guidelines state that, when the position of Chairman is not held by an independent director, the independent directors will annually elect a lead director who is independent.
Effective Board Leadership Structure
| Chairman and Chief Executive Officer | Key Responsibilities | | | ◾ Implements Truist’s Purpose, Mission, and Values ◾ Leads the development and execution of the Company’s strategies—both short and long-term ◾ Presides at Board and shareholder meetings ◾ Coordinates with the Lead Independent Director on schedules, agendas, and materials for meetings or executive sessions of the Board and its committees ◾ Supports the Board in carrying out its oversight responsibilities, including with respect to the Company’s enterprise risk management (“ERM”) framework and financial and operational resiliency | | Lead Independent Director | Key Responsibilities ◾ Serves as a liaison between independent directors and senior management, including the Chairman and Chief Executive Officer ◾ Presides at Board meetings when the Chairman requests, is not present, or has a conflict ◾ Presides at executive sessions of the Board ◾ May convene a special meeting of the Board or a meeting of independent directors ◾ Directs schedules, agendas, and the kind and nature of information provided for meetings or executive sessions of the Board, its committees, or independent directors ◾ Remains reasonably available for consultation and direct communication with major shareholders ◾ Serves as a member of the Executive Committee and performs specified duties if the Chairman serves as Chair of the Executive Committee ◾ Works with the Compensation and Human Capital Committee to oversee the annual evaluation of the Chief Executive Officer’s performance ◾ Leads with the Chief Executive Officer the succession planning efforts for that office ◾ Meets with the Chief Executive Officer after each executive session of independent directors to discuss matters arising out of the session |
Effective Board Leadership Structure
| | 2026 Proxy Statement | | 23 |
Director Nominations and Refreshment
Director Nominations and Refreshment Board refreshment is an important element of sustaining long-term effectiveness and aligning oversight with Truist’s strategy and risk profile in a dynamic environment. At the same time, the Board recognizes that directors with longer tenures offer invaluable institutional knowledge, continuity, and nuanced understanding of Truist’s business and operations. The Nominating and Governance Committee is responsible for assisting the Board in overseeing its composition and structure, including by identifying, evaluating, and recommending candidates for election or appointment to the Board. The Nominating and Governance Committee may consider existing directors for renomination and may use search firms and other resources to identify other potential director candidates. The Nominating and Governance Committee also considers potential director candidates who are recommended by shareholders in compliance with the Bylaws and applicable law and listing standards. The Nominating and Governance Committee and the Board use the same criteria to evaluate all potential director candidates regardless of how they have been identified. Shareholder recommendations for candidates to the Board must be received in writing at the following address: Corporate Secretary, Truist Financial Corporation, 214 N. Tryon Street, 43rd Floor, Mail Code 500-93-43-13, Charlotte, North Carolina 28202.
Director Nominee Criteria
Director Nominee Criteria When refreshment is appropriate, the Board considers the following to be minimum qualifications for new director candidates:
Director Nominee Criteria
| ◾ | The highest integrity, character, and alignment with Truist’s Purpose, Mission, and Values |
Director Nominee Criteria
| ◾ | Senior executive or management experience, preferably at a company with complex businesses, operations, or risk profiles or at a sizeable governmental entity |
Director Nominee Criteria
| ◾ | Business, financial, risk management, or professional experience that is relevant to understanding, overseeing, and directing the business and affairs of Truist |
Director Nominee Criteria
| ◾ | An ability to think and act independently, collaborate in a cohesive and constructive manner, and effectively challenge management |
Director Nominee Criteria
| ◾ | An absence of any conflict that would inhibit decision-making in the balanced and best interests of Truist’s shareholders as a whole and consistent with the fiduciary duties of a director |
Director Nominee Criteria
| ◾ | An ability and willingness to devote sufficient time and attention to Truist for a meaningful period of time |
Director Nominee Criteria
| ◾ | An appropriate fit within the existing mix of director qualifications so that the Board possesses a broad array of skills, backgrounds, and expertise that, taken as a whole, create a strong and effective governing body for Truist. |
Director Refreshment and Committee Membership Rotation
Director Refreshment and Committee Membership Rotation In recent years, the Nominating and Governance Committee has been actively engaged in refreshment. Since 2023, 11 directors have departed the Board in the wake of the integration of the two heritage firms, and two directors—Messrs. Stein and Pruzan—have been added. The result has been improved effectiveness of the Board as a whole, including in its oversight of Truist’s safety and soundness and financial and operational strength and resilience. Messrs. Stein and Pruzan in particular have brought deep experience in high-performance cultures with global systemically important banks that are extensively regulated, and their constructive support and challenge of management has helped to further accelerate the execution of the Company’s strategy and advancement of its risk culture. In 2025, the Nominating and Governance Committee also assisted the Board in a holistic assessment of committee membership and chair assignments to align skill sets and institutional knowledge with evolving needs. New independent chairs were appointed for three of our committees—the Risk Committee, the Compensation and Human Capital Committee, and the Trust Committee—and the composition of nearly every standing committee was refreshed to balance workloads, broaden perspectives, and enhance leadership rotation. Collectively, these changes enabled the Board to maintain well-rounded committees that appropriately combine stability with dynamism in an increasingly competitive environment.
Director Independence
Director Independence
11 of 12
11 of 12
Director Nominees are Independent
Director Nominees are Independent Under the listing standards of the New York Stock Exchange (“NYSE”), no director qualifies as independent unless the Board affirmatively determines that the director has no material relationship with Truist either directly or as a partner, shareholder, or officer of an organization that has a relationship with Truist. Independence determinations are made by the Board with assistance from the Nominating and Governance Committee. For more details on our independence requirements, see our Corporate Governance Guidelines, which can be found on the Investor Relations page of our website at https://ir.truist.com under “Governance & Responsibility”—“Corporate Governance.”
Director Nominees are Independent
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Director Nominees are Independent
In making independence determinations in advance of the Annual Meeting, the Board considered information regarding each director’s occupation and other directorships. Transactions, relationships, and arrangements between each director or any related person and the Company or any of its subsidiaries were also assessed together with any other relevant direct and indirect relationships that may affect director independence. Specifically, our Board considered the following ordinary course, non-preferential relationships that existed during the preceding three years and determined that all of these relationships satisfy the NYSE’s bright line standards of independence and were immaterial under our Board’s categorical standards of independence set forth in the Corporate Governance Guidelines:
Director Nominees are Independent
| ◾ | Truist or its subsidiaries provided ordinary-course banking or financial products and services to certain of our directors, some of their immediate family members, and certain entities affiliated with the directors and their immediate family members, all of which were on substantially similar terms as those available at the time for comparable transactions with unrelated parties in similar circumstances. |
Director Nominees are Independent
| ◾ | Truist or its subsidiaries purchased products or services from, or provided products or services to, entities affiliated with some of our directors or their immediate family members. In each case, the transactions were made on substantially similar terms as those available at the time for comparable transactions with unrelated parties in similar circumstances. |
Director Nominees are Independent
After reviewing the information presented to it and considering the recommendation of the Nominating and Governance Committee, the Board determined that the following nominees are independent: Jennifer S. Banner, K. David Boyer, Jr., Agnes Bundy Scanlan, Dallas S. Clement, Linnie M. Haynesworth, Donna S. Morea, Charles A. Patton, Jonathan M. Pruzan, Thomas E. Skains, Laurence Stein, and Bruce L. Tanner. William H. Rogers, Jr. was not determined to be independent due to his role as Chief Executive Officer of Truist. All directors who serve on the Audit Committee and the Compensation and Human Capital Committee were also determined to meet the additional independence and qualitative criteria of the NYSE listing standards applicable to directors serving on those committees.
Compensation of Directors
Compensation of Directors The purpose of our director compensation program is to appropriately compensate our non-management directors for their time, expertise, and effort in serving as a director of a large and complex financial services company, and to align the interests of our directors and shareholders. Director Compensation Program. Set forth below is the compensation our non-management directors were eligible to receive for service as a member of the Boards of the Company and Truist Bank in 2025. Mr. Rogers receives no additional compensation for his service as a director. For 2025, each non-management director was eligible to receive an annual cash retainer of $100,000. The Lead Independent Director, certain committee chairs, and non-chair members of the Audit Committee and Risk Committee were also eligible to receive the additional cash retainers set forth below.
Compensation of Directors
| Additional Cash Retainer | Position | | $50,000 | ◾ Lead Independent 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 |
Compensation of Directors
For 2025, each non-management director was also eligible to receive an equity compensation award valued at $180,000 at the time of grant. The awards were issued in the form of RSUs that cliff vest at the end of the year in which they are granted (subject to any deferral election, as described below).
Compensation of Directors
| ◾ | If Board service is terminated due to death or disability, all unvested RSUs become fully vested. |
Compensation of Directors
| ◾ | If Board service is terminated for any other reason, all unvested RSUs are forfeited. |
Compensation of Directors
| ◾ | Upon a change of control, all unvested RSUs become fully vested. |
Compensation of Directors
Annual Review. On an annual basis, the Compensation and Human Capital Committee reviews the compensation paid to our directors and makes recommendations to the Board regarding any changes. Working with its independent compensation consultant, the Compensation and Human Capital Committee annually assesses the competitiveness of Truist’s director compensation program. In 2025, the Compensation and Human Capital Committee reviewed (1) all components of director cash and equity compensation, (2) forecasted market data, and (3) total Board compensation cost, equity grant practices, stock ownership guidelines, and Board governance practices; with a comparative view against our peer group and the broader market. Following this review, the Compensation and Human Capital Committee increased the annual cash retainer by $10,000 to $110,000 and the grant value of the equity compensation award from $180,000 to $200,000. These changes went into effect in 2026. Truist Directors’ Deferred Compensation Plan. The Truist Financial Corporation Amended and Restated Non-Employee Directors’ Deferred Compensation Plan (the “Truist DDCP”) permits participating non-management directors to elect to defer 50% or 100% of their cash retainer fees and 100% of their equity compensation awards into a deferred compensation account. Deferred retainer fees and equity awards are fully vested at all times and payable in lump sum or in a series of installment payments, depending on the directors’ previous election, following the earlier of a director’s death or termination of service on the Board. Deferred retainer fees are paid in cash and deferred equity awards are settled in shares of Truist’s common stock. Frozen Deferred Compensation Plans. The SunTrust Banks, Inc. Directors Deferred Compensation Plan (the “SunTrust DDCP”) permitted participating non-management directors to elect to defer 100% of their cash retainer fees and 100% of their equity compensation awards into a deferred compensation account. The BB&T of Virginia Directors Deferred Compensation Plan (the “BB&T DDCP”) permitted participating non-management directors to elect to defer 50% or 100% of their cash retainer fees, regular meeting fees, and any other forms of compensation into a deferred compensation account. The deferred compensation is fully vested at all times and payable in lump sum or in a series of installment payments, depending on the director’s previous election, following termination of service on the Board. Under the SunTrust DDCP, deferred compensation is paid in cash. Ms. Bundy Scanlan and Messrs. Clement, Tanner, and Voorhees elected to defer compensation under the SunTrust DDCP prior to the date the plan was frozen. Under the BB&T DDCP, deferred compensation is settled in shares of Truist’s common stock. Mr. Patton elected to defer compensation under the BB&T DDCP prior to the date the plan was frozen.
Compensation of Directors
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Compensation of Directors
Compensation of Directors Stock Ownership Requirements. Stock ownership requirements for non-management directors are set forth in our Bylaws. Throughout the full term of such a director’s service, the director is required to maintain ownership of shares of common stock with a market value approximately equal to 5x the average annual cash retainer paid by Truist for the director’s services. All shares held or controlled by the director are considered in determining compliance with the ownership requirement, including direct holdings, shares in nonqualified individual account plans sponsored by Truist, and unvested but not forfeited RSUs and restricted shares (but not stock options) granted by Truist. All non-management directors are expected to meet this ownership requirement by the later of (1) five years following initial appointment as a director or (2) such period of time as it may take for the director to reach the ownership requirement threshold by holding all shares and RSUs granted by Truist pursuant to its equity compensation arrangements for directors. As of December 31, 2025, each non-management director was compliant with the stock ownership requirements. Director Pay Limit. Subject to shareholder approval of Proposal 4, the amendment and restatement of the Truist Financial Corporation 2022 Incentive Plan will limit the maximum number of shares that may be awarded to a non-management director in a calendar year, together with any cash fees paid to that director, to $750,000 in total value (or $1,000,000 in total value, in the event the Board retained a non-Executive Chair). See Proposal 4 on page 91 for additional information.
2025 Director Compensation Table
2025 Director Compensation Table The following table shows compensation paid to our non-management directors for their service in 2025.
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Jennifer S. Banner | 115,000 | 173,869 | — | 288,869 | | K. David Boyer, Jr. | 120,000 | 173,869 | — | 293,869 | | Agnes Bundy Scanlan | 145,000 | 173,869 | 1,500 | 320,369 | | Dallas S. Clement | 145,000 | 173,869 | 5,000 | 323,869 | | Linnie M. Haynesworth | 115,000 | 173,869 | — | 288,869 | | Donna S. Morea | 160,000 | 173,869 | — | 333,869 | | Charles A. Patton | 145,000 | 173,869 | — | 318,869 | | Jonathan M. Pruzan | 69,000 | 107,664 | — | 176,664 | | Thomas E. Skains | 155,342 | 173,869 | 5,000 | 334,211 | | Laurence Stein | 120,342 | 173,869 | — | 294,211 | | Bruce L. Tanner | 115,000 | 173,869 | — | 288,869 | | Steven C. Voorhees (Retired) | 145,000 | 173,869 | 10,000 | 328,869 |
2025 Director Compensation Table
| (1) In May 2025, Mr. Pruzan was appointed to the Board and received pro-rata cash retainers for his annual and Risk Committee service. |
2025 Director Compensation Table
| In October 2025, following the Board’s annual self-assessment process, the Board decided to rotate certain committee chairs and memberships. As a result, Messrs. Skains and Stein agreed to serve as Chair of the Compensation and Human Capital Committee and Chair of the Risk Committee, respectively, and each received a pro-rata cash retainer of $5,342 for such service. |
2025 Director Compensation Table
| (2) In February 2025, each then-serving non-management director was granted an award of 3,986 RSUs for service in 2025. In May 2025, Mr. Pruzan was appointed to the Board and was granted a pro-rata award of 2,697 RSUs. Each non-management director RSU award vested on December 31, 2025. The amounts in this column reflect the grant date fair value of the RSU awards, calculated in accordance with FASB ASC Topic 718. The grant date fair value was determined based on our closing stock price per share on the applicable grant date, less the present value of expected dividends that will not be received during the vesting period. The assumptions used in the calculation of these amounts for awards granted in 2025 are included in Note 15. Benefit Plans in the Notes to Consolidated Financial Statements included within Truist’s 2025 Form 10-K. As of December 31, 2025, none of our non-management directors held outstanding stock awards. See Stock Ownership Information on page 102 for additional information on our directors’ beneficial ownership of Truist shares as of February 19, 2026. |
2025 Director Compensation Table
| (3) Our directors are eligible to participate in two matching gifts programs: (1) the Truist Foundation matching gifts program, under which our charitable foundation matches up to $2,500 per year to approved charitable organizations; and (2) the Company-sponsored political action committee (“PAC”) matching gifts program, under which our Company-sponsored PAC matches up to $5,000 per year in PAC contributions in donations to approved charitable organizations. Eligibility for matching gifts under both programs is based on the year the charitable donation or PAC contribution, as applicable, was made by the director, although the match may be completed in a subsequent year. The Truist Foundation matching gift program is available to directors and all regular full-time and part-time teammates. The PAC matching gifts program is only available to directors. The values in this column reflect the amounts that were donated to charities in 2025 on behalf of directors under both programs. The following amounts match director donations made under Truist Foundation matching gifts program in 2025: Ms. Bundy Scanlan, $1,500. The following amounts match director PAC contributions in 2025: Mr. Clement, $5,000, and Mr. Skains, $5,000. |
2025 Director Compensation Table
| A $10,000 charitable gift was made on behalf of Mr. Voorhees to recognize his retirement from our Board, his service on the Audit, Compensation and Human Capital, and Executive Committees, and his service as the Chair of the Compensation and Human Capital Committee. |
2025 Director Compensation Table
| This column excludes the perquisites received by a director to the extent the total value of such perquisites was less than $10,000 in the aggregate, as permitted under SEC rules. |
2025 Director Compensation Table
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Shareholder Engagement on Executive Compensation
| (2) Insights into our 2024 annual incentive performance (“AIP”) award program design and implementation: Certain shareholders sought greater insight into the AIP award program’s structure and decision-making process. |
Feedback and Responsive Actions
| | What We Heard | How We Responded | | AIP Award Program | ◾ General appreciation that the Committee’s use of business judgment is an important part of the pay determination process given the highly-regulated nature of a large bank. ◾ Interest in a better understanding of the AIP award program design, including the Committee’s analysis and selection of financial measures thereunder. ◾ Desire for additional weightings and structure within the AIP award program. ◾ Request for insight into how performance against the AIP award program’s structured scorecards and the Committee’s judgment are used to align award amounts with Company and individual performance and shareholder interests. | ◾ The Committee enhanced the structure used for the 2025 AIP award program: ◾ Disclosed new weightings for determining performance under the scorecard – 60% for financial measures and 40% for strategic priorities. See Annual Incentive Performance Awards on page 53 for additional information. ◾ Moved to a significantly simplified list of financial measures considered under the structured scorecards for 2025 performance. See 2025 AIP Structured Scorecards on page 54 for additional information. ◾ The Committee provided greater insight into the design and implementation of the AIP award program, including: ◾ Selection of financial measures and determination of Company performance based on the structured scorecards. See Annual Incentive Performance Awards on page 53 for additional information. ◾ Our individual performance assessment for NEOs and its impact on AIP award amounts. See Individual Performance on page 56 for additional information. |
2025 AIP AWARDS
2025 AIP AWARDS
2023–2025 PERFORMANCE STOCK UNIT (“PSU”) AND LONG-TERM INCENTIVE PLAN (“LTIP”) AWARDS
2023–2025 PERFORMANCE STOCK UNIT (“PSU”) AND LONG-TERM INCENTIVE PLAN (“LTIP”) AWARDS
2023–2025 PERFORMANCE STOCK UNIT (“PSU”) AND LONG-TERM INCENTIVE PLAN (“LTIP”) AWARDS
| Metric | Metric Weight | Performance | Final Payment as a % of Target | | Relative 3-Year Average Adjusted ROCE* | 100% | Below Threshold | No awards earned | | Relative Total Shareholder Return (“TSR”) | Modifier (+/- 20%) | N/A | |
2023–2025 PERFORMANCE STOCK UNIT (“PSU”) AND LONG-TERM INCENTIVE PLAN (“LTIP”) AWARDS
| * Represents a non-GAAP financial measure. For purposes of incentive compensation, adjusted metrics may reflect additional adjustments for the effects of different selected items compared to those reported in quarterly earnings materials, as set forth in Annex A. |
2023–2025 PERFORMANCE STOCK UNIT (“PSU”) AND LONG-TERM INCENTIVE PLAN (“LTIP”) AWARDS
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2023–2025 PERFORMANCE STOCK UNIT (“PSU”) AND LONG-TERM INCENTIVE PLAN (“LTIP”) AWARDS
We have designed our executive-compensation program to align compensation outcomes with Truist’s overall performance, as demonstrated by our Chief Executive Officer’s target compensation, which was 92% at-risk and 51% equity-based for 2025. We also seek to directly link the value our NEOs actually realize each year with shareholder interests by selecting performance metrics for our long-term incentive awards that closely align with shareholder value creation. Accordingly, the compensation our Chief Executive Officer actually realizes in a given year is directly tied to achievement of our long-term financial goals, and may differ significantly from the pay reported in the Summary Compensation Table, which reflects the accounting value of our restricted stock unit (“RSU”) and PSU awards at the time of grant. As a result, we believe it is useful to compare Mr. Rogers’s Realized Pay for 2022 to 2025, which corresponds to his first full year as Chief Executive Officer through the most recently completed fiscal year, with his Target Pay, as illustrated below. During this period, Mr. Rogers’s Realized Pay was 60% of his Target Pay in the aggregate. Mr. Rogers’s below-target compensation was driven by not meeting threshold performance under our 2023-2025 PSU and LTIP awards and market movement in share price, thus demonstrating the clear alignment between Mr. Rogers’s compensation and our shareholders’ interests. For purposes of this section, the following definitions apply:
2023–2025 PERFORMANCE STOCK UNIT (“PSU”) AND LONG-TERM INCENTIVE PLAN (“LTIP”) AWARDS
| ◾ | “Target Pay” is the sum of (1) base salary, (2) target AIP award, (3) target LTIP award, and (4) grant date value of RSU and PSU awards, in each case, for the applicable year. |
2023–2025 PERFORMANCE STOCK UNIT (“PSU”) AND LONG-TERM INCENTIVE PLAN (“LTIP”) AWARDS
| ◾ | “Realized Pay” is the sum of (1) base salary and AIP award paid for the applicable year, plus (2) the amount reportable as income upon vesting of RSU, PSU, and LTIP awards during the applicable year. |
2023–2025 PERFORMANCE STOCK UNIT (“PSU”) AND LONG-TERM INCENTIVE PLAN (“LTIP”) AWARDS
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Incentive Program Design
Incentive Program Design In the context of the Committee’s compensation philosophy and key goals, the Committee considers the following guiding principles when determining the design for the Company’s short- and long-term incentive programs for senior management.
Incentive Program Design
| Short-Term Incentive Program | | ◾ Program provides a framework to comprehensively evaluate annual performance relative to strategic initiatives and financial goals by: ○ Measuring annual Company and individual performance. ○ Leveraging metrics reflective of shareholder interests. ○ Supporting strategic- and risk management decisions that are in the long-term interests of the Company’s shareholders within the context of the current economic and competitive environment. | | Long-Term Incentive Programs | | ◾ Programs should be aligned with sustainable long-term success and shareholder value creation by: ○ Delivering results consistent with appropriate risk management for a highly-regulated financial institution. ○ Emphasizing long-term success over short-term goals. ○ Aligning to medium- and long-term investor expectations and the Company’s strategy. ◾ Programs are designed to provide market-competitive compensation opportunities in line with the institutions with which Truist competes for talent. |
Summary
| | | | Long-Term Incentive Compensation | | | | Base Salary | AIP Awards | PSU and LTIP Awards | RSU Awards | | Purpose | Fixed income reflecting scope of leadership responsibilities, experience, performance, skills, knowledge, and market competitiveness | Short-term incentive program that incentivizes execution of short-term goals based on financial measures and strategic priorities that support Truist’s strategic plan | Long-term incentives that align compensation with achievement of long-term goals that generate shareholder value and correlate to achievement of Truist’s strategic plan | Long-term incentive that rewards long-term, sustained appreciation of Truist’s stock price | | Performance or Vesting Period | — | 1 Year (January 1, 2025— December 31, 2025) | 3 Years (January 1, 2025— December 31, 2027) | 4 Years (February 2025— March 2029) | | Key Features | Fixed cash compensation | Cash award Funding based on the Company’s performance against structured scorecards ◾ Financial measures (absolute and relative), weighted 60% ◾ Strategic areas of focus, weighted 40% Modifier based on individual performance, including risk management execution (capped at 30% above Company performance outcome) | Equity and cash awards Award amount based on achievement of goals tied to 3-year absolute cumulative adjusted EPS* (50%), 3-year absolute adjusted average ROTCE* (25%), and 3-year relative TSR (25%) performance Conditioned on achieving a common equity tier 1 (“CET1”) capital ratio in excess of the minimum capital requirement plus stress capital buffer Subject to reduction or forfeiture in the event of an aggregate operating loss or a significant negative risk outcome | Equity award Vests in three equal, back-loaded installments on March 15 of 2027, 2028, and 2029 Subject to reduction or forfeiture in the event of an aggregate operating loss or a significant negative risk outcome | | Award Opportunity | — | 0% to 200% of target | 0% to 150% of target | — |
Executive-Compensation Practices
| What We Do | | | ✓ | Pay for Performance: Approximately 92% and 87% of target annual compensation for the Chief Executive Officer and the other NEOs, respectively, is forfeitable, at-risk pay. | | ✓ | 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: Approximately 65% of long-term incentive compensation for our NEOs is subject to performance. | | ✓ | Grant Long-Term Incentives with Retentive Vesting Schedules: Our PSUs and LTIPs vest over three years and our RSUs vest over four years in three equal, back-loaded installments, 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 which we compete for talent. | | ✓ | Seek Shareholder Feedback: We have a formal shareholder engagement program, and consider shareholder feedback when making compensation decisions. | | ✓ | Require Minimum Stock Ownership: We maintain stock ownership requirements for our executive officers and directors. | | ✓ | Conduct Annual Risk Assessment: To appropriately balance risk and reward, we conduct an annual risk assessment and retain the right to decrease AIP award amounts based on the results of the assessment. | | ✓ | Retain an Independent Compensation Consultant: The Committee engages an independent 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 NEOs participate on the same basis as other similarly situated teammates to encourage a long-term orientation and the retention of talent. | | ✓ | Maintain Robust Clawback Policies: We have robust clawback policies that apply upon certain accounting restatements, detrimental behavior, and negative risk outcomes. | | What We Don’t Do | | | ✗ | No Guaranteed Incentive Payments: We don’t provide absolute or guaranteed incentive payments to our NEOs. | | ✗ | No Stock Options: We don’t award options to acquire shares of the Company’s stock. | | ✗ | No Stock Option Repricing: Although no stock options are currently outstanding, our policies prohibit repricing of future stock option awards, if granted. | | ✗ | No Dividends or Dividend Equivalent Rights Paid on Unvested Awards: Dividends and dividend equivalent rights granted in relation to awards are subject to the same vesting and payment terms as the underlying award. | | ✗ | No Excise Tax Gross-Ups: We don’t gross-up payments for “golden parachute” excise taxes. | | ✗ | No Hedging and Pledging: We prohibit the hedging or pledging of Truist stock by our executive officers and directors. | | ✗ | No Excessive Perquisites: We do not offer excessive perquisites, only those necessary to remain competitive in attracting and retaining executive talent. | | ✗ | No Employment Agreements: We don’t enter into employment agreements with senior management (excluding offer letters upon hire). |
Annual Incentive Performance Awards
Annual Incentive Performance Awards The purpose of the AIP award program is to incentivize the execution of short-term goals based on financial measures and strategic priorities that support Truist’s strategic plan. Award amounts are determined based on Company and individual performance, including risk management execution. All amounts are paid in cash following the conclusion of the performance year. Our approach to determining each NEO’s AIP award amount under the AIP program consists of the following:
Annual Incentive Performance Awards
| ◾ | Each NEO’s target AIP award amount, which the Committee sets as a percentage of base salary; |
Annual Incentive Performance Awards
| ◾ | Company performance, which establishes the initial funding level for AIP awards and is determined based on the Company’s achievement of financial measures and strategic priorities, weighted at 60% and 40%, respectively; and |
Annual Incentive Performance Awards
| ◾ | The Committee’s assessment of each NEO’s individual performance, including risk management execution, pursuant to which the Committee may modify Company performance results to determine final AIP award amounts. When modifying awards for individual performance, the Committee may not add more than 30% to the amount achieved based on overall Company performance. The maximum amount payable under the AIP award program is 200% of target. |
TARGET 2025 AIP AWARD AMOUNTS
TARGET 2025 AIP AWARD AMOUNTS Each year, the Committee sets target AIP award amounts for NEOs as a percentage of annual base salary. Such percentages are determined based on market competitiveness, internal equity, level of responsibility, and other factors. For 2025, the Committee approved each NEO’s target AIP award amount on a preliminary basis on February 24, 2025 with the general teammate population, and then finalized the amounts on February 28, 2025. Each NEO’s target AIP award amount for 2025 is shown below.
TARGET 2025 AIP AWARD AMOUNTS
| Name | Base Salary ($) | Target Percentage (%) | Target AIP Award Amount ($) | | William H. Rogers, Jr. | 1,200,000 | 325 | 3,900,000 | | Michael B. Maguire(1) | 775,000 | 205.15 | 1,589,918 | | Kristin Lesher | 775,000 | 225 | 1,743,750 | | Dontá L. Wilson | 775,000 | 215 | 1,666,250 | | Bradley D. Bender | 680,000 | 180 | 1,224,000 |
TARGET 2025 AIP AWARD AMOUNTS
| (1) Mr. Maguire’s target AIP percentage was pro-rated for 2025, based on an increase from 180% to 210% as of March 1, 2025. |
TARGET 2025 AIP AWARD AMOUNTS
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2025 AIP STRUCTURED SCORECARDS
2025 AIP STRUCTURED SCORECARDS The framework for the AIP award program is a structured scorecard, which the Committee uses to comprehensively evaluate annual performance relative to strategic initiatives and financial goals that support decision-making in the long-term interests of our shareholders within the context of the current economic and competitive environment. This approach balances the benefit of structural constraints with the value derived from the Committee’s informed judgment in driving performance that accounts for appropriate risk management and safety and soundness, which are integral to long-term value creation in a highly-regulated financial institution like Truist. At the beginning of the year, the Committee reviews the enterprise strategic priorities, and determines which performance metrics should be included in the financial measures category of the scorecard. Next, the Committee reviews modeling based on quantitative analyses of historical Truist and peer group performance to determine targets for the financial measures that are consistent with the Company’s annual profit plan. The Committee believes that a data-driven approach to target-setting results in performance goals that are challenging but achievable. In response to shareholder feedback, the Committee selected 6 financial measures for review under the financial scorecard for 2025, resulting in a significantly streamlined design compared to the 2024 scorecard, which had 8 primary and 5 secondary financial measures. The Committee also added weightings of 60% (financial measures) and 40% (strategic priorities).
2025 AIP STRUCTURED SCORECARDS
| Category | Weighting | Performance Metrics | Why Each Metric Was Chosen for 2025 | | Financial Measures | | ◾ Adjusted EPS* ◾ Adjusted Pre-Provision Net Revenue (“PPNR”)* ◾ Adjusted Operating Leverage* ◾ TBVPS + Dividend Growth* ◾ Adjusted ROTCE* ◾ One-Year TSR | ◾ Adjusted EPS and adjusted PPNR directly reflect profitability and the generation of earnings, which enable us to grow the Company. Growth in these metrics has a high correlation with TSR. ◾ Adjusted PPNR and adjusted Operating Leverage measure Truist’s effectiveness at growing revenue through loans, deposits, and fees and maintaining expense discipline. ◾ Adjusted Operating Leverage measures improvement in operational efficiency. ◾ TBVPS comprehensively measures growth in shareholder value generated from earnings, changes in securities and pension valuations, and capital allocation decisions. ◾ Adjusted ROTCE measures Truist’s effectiveness in converting shareholders’ tangible equity into sustainable earnings, and it is also correlated to TSR. ◾ One-Year TSR directly captures the short-term return to shareholders, which maintains a focus on our incremental progress in long-term value creation. | | Strategic Priorities | | ◾ Build the top super regional bank through focused growth ◾ Deliver on our purpose and grow with our clients with care ◾ Effectively manage risk and controls | ◾ Our strategic priorities reflect our commitment to delivering profitable growth, executing on our strategy in alignment with our culture, and maintaining strong risk management as required of a highly-regulated financial institution. These priorities serve as the foundation for our long-term success. |
2025 AIP STRUCTURED SCORECARDS
| * Represents a non-GAAP financial measure. See Annex A for further discussion of these metrics. For purposes of incentive compensation, adjusted metrics may reflect additional adjustments for the effects of different selected items compared to those reported in quarterly earnings materials, as set forth in Annex A. |
PERFORMANCE AGAINST FINANCIAL MEASURES
| | Annual Performance | | | Year-over-Year Performance | | | | Committee Assessment v. Expectations (funding ranges) | | Performance Metric | 2025 Target | 2025 Actual | Results | 2024 Actual | | 2025 Actual | Year-over-Year Growth | | | Adjusted EPS* | $4.03 | $4.00 | (0.7%) | $3.81 | | $4.00 | 4.9% | At Expectations (90-110%) | | Adjusted PPNR* ($ in millions) | $8,921 | $8,744 | (2.0%) | $8,466 | | $8,744 | 3.3% | At Expectations (90-110%) | | Adjusted Operating Leverage* | 1.5% | 1.0% | (0.5%) | 0.3 | | 1.0% | 0.7% | At Expectations (90-110%) | | TBVPS + Dividend Growth*(1) | 13.0% | 18.5% | 5.5% | — | | — | — | Exceeds Expectations (110-150%) | | Adjusted ROTCE* | 13.8% | 13.3% | (0.5%) | 13.3 | %(2) | 13.3% | 0.0% | At Expectations (90-110%) | | One-Year TSR(3) | — | 19.0% | | — | | — | — | At Expectations (90-110%) |
PERFORMANCE AGAINST FINANCIAL MEASURES
In addition to using the structured scorecard above, the Committee also reviewed the Company’s performance against financial measures relative to the performance of our peer group by comparing how Truist performed against peers in 2025 to how the Committee initially projected Truist would perform against peers at the beginning of 2025. The Committee determined that relative performance was below expectations, but viewed this as offset by the strength of the Company’s annual and year-over-year performance, as shown in the scorecard above. Based on this assessment, the Committee determined that financial performance was achieved at 100% of target for the 60% of Company performance determined based on financial performance.
FINAL 2025 AIP AWARDS
FINAL 2025 AIP AWARDS Based on its assessment of Company performance against the financial measures and strategic priorities set forth in the structured scorecards, the Committee determined that weighted Company performance was achieved at 100% of target for 2025. The Committee then applied individual performance results, including risk management execution, to determine the final 2025 AIP award amounts for each NEO, as follows. The final award amounts ranged from 95% to 105% of target.
FINAL 2025 AIP AWARDS
| Name | Target AIP Award Amount ($)X | Company + Individual Performance (%) | = | AIP Award Amount ($) | | William H. Rogers, Jr. | 3,900,000 | 105 | | 4,095,000 | | Michael B. Maguire | 1,589,918 | 105 | | 1,669,414 | | Kristin Lesher | 1,743,750 | 95 | | 1,656,563 | | Dontá L. Wilson | 1,666,250 | 97 | | 1,616,263 | | Bradley D. Bender | 1,224,000 | 105 | | 1,285,200 |
2026 AIP AWARD PROGRAM
2026 AIP AWARD PROGRAM In early 2026, the Committee considered the enterprise strategic priorities, as well as shareholder feedback, and determined to maintain the performance metrics and weightings for the 2026 AIP structured scorecards. Additional information on the 2026 AIP award program will be provided in the Compensation Discussion and Analysis, Summary Compensation Table, and Grants of Plan-Based Awards sections in our 2027 proxy statement.
2026 AIP AWARD PROGRAM
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Long-Term Incentive Awards
Long-Term Incentive Awards The purpose of the long-term incentive program is to incentivize the execution of long-term strategic goals by tying a significant portion of each NEO’s compensation to the Company’s long-term performance and value creation for shareholders. Similar to the AIP award program, each year, the Committee sets target long-term incentive program amounts for NEOs based on internal equity, level of responsibility, current and projected contributions to Truist’s long-term success, market competitiveness, and other factors. For 2025, the Committee approved each NEO’s target long-term incentive program amount on a preliminary basis on February 24, 2025 with the general teammate population, and then finalized the amounts on February 28, 2025. Each NEO’s target long-term incentive program award amount for 2025 is shown below.
Long-Term Incentive Awards
| Name | Target Long-Term Incentive Program Amount ($) | | William H. Rogers, Jr. | 11,000,000 | | Michael B. Maguire | 3,425,000 | | Kristin Lesher | 5,315,000 | | Dontá L. Wilson | 3,820,000 | | Bradley D. Bender | 2,475,000 |
Long-Term Incentive Awards
Once each NEO’s target long-term incentive program amount is established, that amount is split between three different long-term incentive compensation vehicles—PSUs, LTIP awards, and RSUs. As described in more detail below, PSU and LTIP awards vest and become payable based on achievement of performance metrics that align NEO compensation with achievement of Truist’s strategic plan. RSU awards vest and become payable over a 4-year period in three equal, back-loaded installments.
2025 LONG-TERM INCENTIVE PROGRAM
2025 LONG-TERM INCENTIVE PROGRAM Each of our NEOs received the same mix of long-term incentive program awards for 2025, as described below.
2025 LONG-TERM INCENTIVE PROGRAM
| Award Type | Payment | Portion of Target Long-Term Incentive Program Amount | Potential Award Amount | Vesting | | PSU | Stock | | 0% to 150% of target | Cliff vesting based on performance over a 3-year performance period (January 1, 2025 – December 31, 2027) | | LTIP | Cash | | 0% to 150% of target | Cliff vesting based on performance over a 3-year performance period (January 1, 2025 – December 31, 2027) | | RSU | Stock | | N/A | 4-year vesting in three equal, back-loaded installments on March 15 of 2027, 2028, and 2029 |
2025 LONG-TERM INCENTIVE PROGRAM
Award amounts reflected in the 2025–2027 PSU and LTIP Awards and 2025 RSU Awards sections below reflect the grant date values for NEO long-term incentive program awards for 2025. These values differ from the grant date fair values of the awards for accounting purposes, as reflected in the 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards sections on pages 71 and 73, respectively. The grant date fair value for awards may differ based on the applicable data, assumptions, and estimates used in their valuations. Consistent with previous long-term incentive awards, the 2025–2027 PSU, RSU, and LTIP awards are subject to reduction or forfeiture in the event of an aggregate operating loss, significant negative risk outcome as a result of Company or individual action, and, for PSU and LTIP awards, certain capital events.
2025 LONG-TERM INCENTIVE PROGRAM
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2025 LONG-TERM INCENTIVE PROGRAM
No dividends or dividend equivalent rights are paid on unvested long-term incentive program awards for the NEOs.
2025–2027 PSU AND LTIP AWARDS
2025–2027 PSU AND LTIP AWARDS The target award amounts and units, as applicable, granted for the 2025–2027 PSU and LTIP awards are provided below. For PSU awards, the number of units granted under each award was determined by dividing the target award amount by the closing price of our common stock on the grant date, and rounding down to the nearest whole number. For LTIP awards, the target award amounts reflected are based on each NEO’s base salary as of the grant date. Actual award amounts payable upon completion of the performance period will be determined based on the NEO’s average base salary over the course of the performance period.
2025–2027 PSU AND LTIP AWARDS
| | Target Long-Term Incentive Program Amount ($) | PSU Awards | | | LTIP Awards | | | Name | | Percentage (%) | Target Award Amount ($) | Units Granted (#) | Percentage (%) | Target Award Amount ($) | | William H. Rogers, Jr. | 11,000,000 | 40 | 4,400,000 | 97,044 | 25 | 2,750,000 | | Michael B. Maguire | 3,425,000 | 40 | 1,370,000 | 30,183 | 25 | 856,250 | | Kristin Lesher | 5,315,000 | 40 | 2,126,000 | 46,844 | 25 | 1,328,750 | | Dontá L. Wilson | 3,820,000 | 40 | 1,528,000 | 33,669 | 25 | 955,000 | | Bradley D. Bender | 2,475,000 | 40 | 990,000 | 21,811 | 25 | 618,750 |
2025–2027 PSU AND LTIP AWARDS
The 2025–2027 PSU and LTIP awards were granted with the same award opportunity (0%—150% of target), performance period (January 1, 2025 – December 31, 2027), metrics, weightings, targets, and payout curves. Information on the metrics and weightings is provided below.
2025–2027 PSU AND LTIP AWARDS
| Weighting | Performance Metric | Why Metric Was Chosen | Detail | | | 3-Year Absolute Cumulative Adjusted EPS* | ◾ EPS directly reflects profitability and the generation of earnings, is correlated with TSR, and is used as a primary financial income statement metric for banks and public companies. | ◾ Adjusted EPS and ROTCE are 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. In the case of adjusted ROTCE, adjustments also include amortization of intangibles, net of tax. | | | 3-Year Absolute Adjusted Average ROTCE* | ◾ ROTCE measures Truist’s effectiveness in converting shareholders’ tangible equity into sustainable earnings, is also correlated with TSR, and is consistent with the Company’s long-term focus on returns. | | | | 3-Year Relative TSR | ◾ TSR directly measures shareholder value and maintains a focus on long-term value creation. | ◾ TSR reflects change in common stock price during the performance period plus the value of dividends paid during the performance period. ◾ Truist’s 3-Year TSR is compared to the 3-Year TSR of each member of our peer group to determine our percentile rank. |
2025–2027 PSU AND LTIP AWARDS
| * Represents a non-GAAP financial measure. For purposes of incentive compensation, these metrics may reflect additional adjustments for the effects of different selected items compared to those reported in quarterly earnings materials, as set forth on Annex A. |
2025–2027 PSU AND LTIP AWARDS
In addition, consistent with previous PSU and LTIP awards, Truist must achieve 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 vest and become payable. To determine the financial targets and payout curves for the 3-year performance period associated with PSU and LTIP awards, the Committee reviews modeling based on quantitative analyses of historical and projected Truist and peer group performance with statistical assumptions for the distribution of metric growth rate and market uncertainties. The Committee believes that a data-driven approach to target-setting results in performance goals that are challenging but achievable.
2025–2027 PSU AND LTIP AWARDS
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2025–2027 PSU AND LTIP AWARDS
Based on our performance against target over the 2025–2027 PSU and LTIP award performance period, our NEOs will be eligible to receive the following for each underlying financial metric.
2025–2027 PSU AND LTIP AWARDS
| | | Award Achievement (% of Target Award Amount) | | | | Performance Level | Metric Achievement (% of Metric) | 3-Year Absolute Cumulative Adjusted EPS* | 3-Year Absolute Adjusted Average ROTCE* | 3-Year Relative TSR | | Threshold(1) | 50 | 25 | 12.5 | 12.5 | | Target | 100 | 50 | 25 | 25 | | Maximum | 150 | 75 | 37.5 | 37.5 |
2025–2027 PSU AND LTIP AWARDS
| * Represents a non-GAAP financial measure. For purposes of incentive compensation, these metrics may reflect additional adjustments for the effects of different selected items compared to those reported in quarterly earnings materials, as set forth on Annex A. |
2025–2027 PSU AND LTIP AWARDS
| (1) If threshold performance is not achieved for 3-Year Absolute Cumulative Adjusted EPS or 3-Year Absolute Adjusted Average ROTCE, but EPS Compound Annual Growth Rate (“EPS CAGR”) is achieved within 10 basis points or above the median of EPS CAGR for the peer group at the end of the performance period, then performance will be deemed achieved at threshold for the applicable measure. EPS CAGR means the 3-year annualized percentage change to Absolute Cumulative Adjusted EPS over the performance period. |
2025–2027 PSU AND LTIP AWARDS
2025–2027 PSU and LTIP awards also generally vest contingent on continued employment. See Potential Payments Upon Termination or Change of Control on page 79 for additional information on vesting and payment of awards upon cessation of employment. Forward-Looking Goals. The Committee has determined not to disclose the actual goals under the 2025–2027 PSU and LTIP awards because the Company does not provide public guidance on the performance measures underlying the goals. Choosing not to disclose this information benefits both the Company and its shareholders by preventing competitors from using this information to the Company’s detriment.
2025 RSU AWARDS
2025 RSU AWARDS The target award amounts and units granted for the 2025 RSU awards are provided below. The number of units granted under each award was determined by dividing the award amount by the closing price of our common stock on the grant date, and rounding down to the nearest whole number.
2025 RSU AWARDS
| Name | Target Long-Term Incentive Program Amount ($) | Percentage (%) | Award Amount ($) | Units Granted (#) | | William H. Rogers, Jr. | 11,000,000 | 35 | 3,850,000 | 84,913 | | Michael B. Maguire | 3,425,000 | 35 | 1,198,750 | 26,410 | | Kristin Lesher | 5,315,000 | 35 | 1,860,250 | 40,985 | | Dontá L. Wilson | 3,820,000 | 35 | 1,337,000 | 29,454 | | Bradley D. Bender | 2,475,000 | 35 | 866,250 | 19,085 |
2025 RSU AWARDS
2025 RSU awards vest over a 4-year period in three equal, back-loaded installments on March 15 of 2027, 2028, and 2029. Vesting is generally contingent on continued employment. See Potential Payments Upon Termination or Change of Control on page 79 for additional information on vesting and payment of awards upon cessation of employment.
2026 LONG-TERM INCENTIVE PROGRAM
2026 LONG-TERM INCENTIVE PROGRAM Based on a review of enterprise strategic priorities and shareholder feedback, the Committee assessed its long-term incentive compensation design in early 2026 and made certain targeted refinements to performance metric weightings under the 2026–2028 PSU and LTIP awards. As illustrated below, the Committee increased the weighting of ROTCE from 25% to 40% and correspondingly reduced the weighting of adjusted EPS from 50% to 40%. The relative TSR weighting was reduced from 25% to 20% to allow greater weight to be applied to ROTCE, which the Committee believes is correlated to TSR and consistent with the Company’s long-term focus on return. The Committee determined that increasing the emphasis on ROTCE from 25% to 40% for the 2026–2028 PSU and LTIP awards, consistent with the Company’s publicly communicated focus on this financial measure, more directly reinforces management’s accountability for disciplined balance sheet deployment, capital efficiency, and profitability—core drivers of long-term shareholder value—while continuing to recognize the importance of earnings growth through the retained adjusted EPS component. See Section 2—Performance on page 48 for additional information on our performance and long-term goals.
2026 LONG-TERM INCENTIVE PROGRAM
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2026 LONG-TERM INCENTIVE PROGRAM
| Performance Metric | 2025 Weighting | 2026 Weighting | | 3-Year Absolute Cumulative Adjusted EPS* | | | | 3-Year Absolute Adjusted Average ROTCE* | | | | 3-Year Relative TSR | | |
2026 LONG-TERM INCENTIVE PROGRAM
| * Represents a non-GAAP financial measure. For purposes of incentive compensation, these metrics may reflect additional adjustments for the effects of different selected items compared to those reported in quarterly earnings materials, as set forth on Annex A. |
2026 LONG-TERM INCENTIVE PROGRAM
Additional information on the 2026 long-term incentive award program will be provided in the Compensation Discussion and Analysis, Summary Compensation Table, and Grants of Plan-Based Awards sections in our 2027 proxy statement.
2023–2025 PSU AND LTIP AWARD RESULTS
2023–2025 PSU AND LTIP AWARD RESULTS The 2023–2025 PSU and LTIP awards were granted to Messrs. Rogers, Maguire, Wilson, and Cummins. These awards measured Truist’s adjusted relative return on common equity* (“ROCE”), with a TSR modifier, over the course of a January 1, 2023 to December 31, 2025 performance period. They were also subject to reduction or forfeiture if there was an aggregate operating loss or capital event during the performance period, or the Committee determined that there had been a significant negative risk outcome as a result of Company or individual action. In early 2026, the Committee reviewed our 3-year average adjusted ROCE against the 3-year average ROCE of our peer group and determined that threshold performance was not achieved. Based on this, no payments or distributions were made to our NEOs for the 2023–2025 PSU and LTIP awards, as illustrated below.
2023–2025 PSU AND LTIP AWARD RESULTS
| | | PSU Awards | | LTIP Awards | | | Name | Award Achievement (% of Target Award Amount) | Target Units Granted (#) | Actual Units Received (#) | Target Payment Amount ($) | Actual Payment Amount ($) | | William H. Rogers, Jr. | 0 | 88,494 | 0 | 2,544,000 | 0 | | Michael B. Maguire | 0 | 22,571 | 0 | 684,791 | 0 | | Dontá L. Wilson | 0 | 23,759 | 0 | 738,889 | 0 | | Hugh S. Cummins III | 0 | 41,917 | 0 | 829,909 | 0 |
2023–2025 PSU AND LTIP AWARD RESULTS
| * Represents a non-GAAP financial measure. For purposes of incentive compensation, this metric may reflect additional adjustments for the effects of different selected items compared to those reported in quarterly earnings materials, as set forth on Annex A. |
SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS
SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS 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 our NEOs, and provides for certain payments and benefits upon triggering termination of employment and change of control events. Payments and benefits may also be provided to NEOs pursuant to equity award agreements upon such triggering events. See Potential Payments Upon Termination or Change of Control on page 79 for additional information on estimated amounts payable to NEOs under the Severance Plan and award agreements. Mr. Cummins qualified for payments and benefits under the Severance Plan and his outstanding equity award agreements upon his resignation for Good Reason on January 13, 2025. See the All Other Compensation column of the 2025 Summary Compensation Table on page 71 for the amounts he earned or accrued under the Severance Plan in 2025, and Cessation of Employment of Hugh S. Cummins III on page 82 for all amounts payable to him in connection with his resignation for Good Reason.
OTHER EXECUTIVE AGREEMENTS
OTHER EXECUTIVE AGREEMENTS The Company generally does not enter into employment agreements with its senior management, but may from time to time include contractual provisions in offer letters in connection with the commencement of their employment. Ms. Lesher joined Truist in 2024 and her offer letter provides for a base salary of no less than $750,000, a target AIP award of no less than 225% of base salary, and a target long-term incentive program amount of 675% of base salary for fiscal year 2024. As part of her hire, the Company granted her certain awards in 2024, including a one-time RSU award with a grant date value of approximately $5,800,000 and a cash sign-on bonus of $3,500,000, to incentivize her to accept our offer of employment and compensate her for cash and equity awards she forfeited upon joining Truist. The one-time RSU award vests in equal, annual installments over three years. The Company also agreed to provide Ms. Lesher with certain relocation benefits, including temporary housing and travel accommodations, and related tax gross-up.
OTHER EXECUTIVE AGREEMENTS
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ROLE OF INDEPENDENT COMPENSATION CONSULTANT
ROLE OF INDEPENDENT COMPENSATION CONSULTANT The Committee engaged the compensation consultant as an advisor during 2025. 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. The Committee reviewed whether the compensation consultant is independent and whether the engagement presented any conflicts of interest. In conducting this review, the Committee noted that the compensation consultant (1) provides no services to Truist other than compensation consulting, (2) has no personal or business relationships with members of our Board or executive officers, (3) does not directly own any shares of Truist stock, and (4) retains a written policy designed to avoid conflicts of interest that may arise. The compensation consultant determined that it was independent from our management and confirmed this in a written statement provided to the Chair of the Committee. During 2025, the compensation consultant provided the following services to the Committee:
ROLE OF INDEPENDENT COMPENSATION CONSULTANT
| ◾ Reviewed Truist’s total compensation philosophy for reasonableness and appropriateness ◾ Reviewed overall compensation levels ◾ Reviewed our executive-compensation program relative to peers and advised the Committee of plans or practices that may be changed to improve effectiveness ◾ Provided market and peer data and recommendations on executive compensation ◾ Reviewed and advised the Committee on the composition of our peer group ◾ Reviewed public disclosure on compensation, including compensation disclosures in this proxy statement ◾ Advised the Committee regarding the compensation of outside directors |
ROLE OF INDEPENDENT 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:
ROLE OF INDEPENDENT COMPENSATION CONSULTANT
| ◾ Obtaining compensation and benefits data and other relevant information that is not available from public sources ◾ Working to understand the scope of the various job responsibilities for NEOs and other senior management in order to provide accurate benchmarking ◾ Conferring with management to understand our business strategy and circumstances |
First Quarter
| ◾ | Approve financial results for incentive plans for the prior year |
First Quarter
| ◾ | Determine payments/vesting for incentive plans with performance periods completed in the prior year (AIP, PSU, LTIP, and RSU awards) |
First Quarter
| ◾ | Set company financial targets and performance measures for the current year to determine AIP, PSU, and LTIP award terms |
First Quarter
| ◾ | Set target compensation for current year for senior management – base salary, short-term, and long-term incentive targets |
Second Quarter
| ◾ | Review and approve peer group for upcoming year |
Second Quarter
| ◾ | Review projected financial results for incentive plans |
Third Quarter
| ◾ | Review projected financial results for incentive plans |
Third Quarter
| ◾ | Review of competitive pay and market conditions |
Fourth Quarter
| ◾ | Review projected financial results for incentive plans |
Fourth Quarter
| ◾ | Review non-management director compensation |
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 firms each year to serve as the peer group. The Committee may also review market data for other financial services firms with whom we compete for talent. In evaluating the peer group, the Committee considers industry and business mix, regulatory oversight, assets, revenues, and key competitors for talent, among other factors. The Committee believes it is important for the peer group to primarily comprise other banks for performance comparisons and as competitors for executive talent. However, the Committee recognizes that there are currently only two regional banks similar to our size 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 same peer group in 2025 as for 2024, which consists of the 10 companies set forth below. 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, in the aggregate, seeks to pay within a competitive range relative to peers.
PEER GROUP AND COMPETITIVE ANALYSES
| Truist 2025 Peer Group | | | Company | Assets(1) ($ in billions) | | JPMorgan Chase & Co. (NYSE: JPM) | 4,425 | | Bank of America Corporation (NYSE: BAC) | 3,412 | | Wells Fargo & Company (NYSE: WFC) | 2,149 | | U.S. Bancorp (NYSE: USB) | 692 | | PNC Financial Services Group, Inc. (NYSE: PNC) | 574 | | Truist Financial Corporation (NYSE: TFC) | 548 | | Citizens Financial Group, Inc. (NYSE: CFG) | 226 | | Fifth Third Bancorp (NASDAQ: FITB) | 214 | | M&T Bank Corporation (NYSE: MTB) | 214 | | KeyCorp (NYSE: KEY) | 184 | | Regions Financial Corporation (NYSE: RF) | 159 | | Truist Financial Corporation - Percentile Ranking | 55% |
PEER GROUP AND COMPETITIVE ANALYSES
| (1) Data sourced from S&P Global Market Intelligence as of December 31, 2025 and rounded to the nearest whole number. |
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 beyond the peer group. The Committee establishes pay levels for members of senior management that are appropriate based on market data as well as other critical factors, including each individual’s specific role, performance, experience, expertise, internal pay comparisons, and relative responsibilities.
PEER GROUP AND COMPETITIVE ANALYSES
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RISK CONSIDERATIONS IN SETTING COMPENSATION
RISK CONSIDERATIONS IN SETTING COMPENSATION We expect our NEOs to exhibit the highest levels of ethics and demonstrate best practices in risk management when conducting activities on behalf of Truist. The Committee routinely considers whether our executive-compensation program encourages inappropriate, unnecessary, or excessive risk-taking, with the goal of designing and implementing an executive-compensation program that drives performance to create long-term value for shareholders in a highly-regulated financial institution like Truist. Banking regulators have influenced the compensation practices and incentive compensation structures at the largest financial institutions in the United States, focusing on the risks intrinsic to the design and implementation of compensation plans, as well as the reasonableness of each element of compensation. Regulatory guidance, including the Interagency Guidance on Sound Incentive Compensation Policies, is considered in the design and implementation of our executive-compensation program. The Committee assesses our pay practices to balance risks and meet stakeholder expectations while adhering to our commitment to link NEO pay to our performance and maintain an executive-compensation program that is market competitive and shareholder aligned. Balanced Compensation Elements. The Committee believes that having market-competitive fixed base salaries discourages inappropriate risk-taking. In addition, the NEOs have a significant proportion of compensation provided in the form of PSU, LTIP, and RSU awards that have performance and vesting features extending over several years. These features are designed to encourage our NEOs to focus on long-term performance, rather than just annual results, and therefore reduce risk-taking that is likely to produce only short-term benefits. Such a design also enables meaningful time to pass 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 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 2025–2027 PSU and 2025 RSU awards, the number of units granted under each award was determined by dividing the award amount by the closing price of our common stock on the grant date and rounding down to the nearest whole number. 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 modify the amount of short-term incentive compensation otherwise payable to an NEO, in order to align compensation outcomes with responsible risk management practices. The executive risk outcomes assessment 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 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 executive risk outcomes assessment:
RISK CONSIDERATIONS IN SETTING COMPENSATION
| ◾ provides for evaluation of both Company and individual results in the context of factors impacting the risk profile of the enterprise and relevant management areas ◾ presents the positive and negative risk outcomes that have influenced risk management effectiveness, if necessary, and includes recommended actions with respect to significant negative outcomes ◾ reinforces a culture of accountability ◾ aligns performance and short-term incentive compensation with the expectations and outcomes for key elements of risk management effectiveness ◾ informs the recommendations of the Chief Risk Officer, the Chief Executive Officer, and the Committee’s own insight and evaluation ◾ informs our risk review process, in which short-term incentive compensation for our NEOs and senior management for 2025 was subject to potential adjustment ◾ is reviewed by the compensation consultant |
Clawback Policies and Practices
Clawback Policies and Practices The Committee has adopted an Executive Compensation Recoupment Policy (the “Recoupment Policy”). In the event of a financial restatement, Truist is required to reasonably and promptly recover, unless the Committee determines that the recovery is impractical, the excess of any incentive-based compensation received by any (1) current or former executive officer and (2) 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. Under the Recoupment Policy, financial restatement means a restatement of Truist’s financial statements due to the material noncompliance of Truist with any financial reporting requirement under U.S. federal securities laws that is required in order to correct: (1) an error in previously issued financial statements that is material to the previously issued financial statements; or (2) an error that would result in a material misstatement if the error were (1) corrected in the current period or (2) left uncorrected in the current period. The recoupment period is the three fiscal years completed immediately preceding the earlier of (1) the date that Truist concludes, or reasonably should have concluded, that Truist is required to prepare a financial restatement, and (2) the date on which a legally-authorized body causes Truist to prepare a financial restatement. Under the Recoupment Policy, Truist may not directly or indirectly 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 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 (1) in the event of certain teammate misconduct, such as sales practices violations, a material misrepresentation by the teammate, conduct detrimental to Truist 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; (2) if the award was based on materially inaccurate performance metrics, and the teammate was responsible for the inaccuracy; or (3) for any other reason stated in other applicable policies, plans, or agreements. In addition, our 2022 Incentive Plan and the award agreements thereunder contain broad language regarding clawbacks and make all time- and performance-vesting awards under the 2022 Incentive Plan, including AIP, RSU, PSU, and LTIP awards, 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 applicable 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. Our Board believes that Truist’s incentive compensation recoupment policies and practices are appropriate and effective, provide a balanced approach to risk management, and successfully align the interests of our senior management and shareholders.
Timing of Equity Awards
Timing of Equity Awards 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. We may also grant equity awards to teammates in connection with a new hire, promotion, or for other reasons. We do not have a formal written policy with respect to the timing of equity awards, but the Committee does not grant awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates.
Timing of Equity Awards
| 68 | | 2026 Proxy Statement | |
2025 Summary Compensation Table
2025 Summary Compensation Table The following table shows compensation paid, accrued, or awarded to our NEOs during the years indicated.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value & Non-Qualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | William H. Rogers, Jr. | 2025 | 1,200,000 | — | 7,275,126 | 4,095,000 | 1,282,068 | 461,576 | 14,313,770 | | Chairman and Chief | 2024 | 1,200,000 | — | 6,488,339 | 5,867,640 | — | 395,564 | 13,951,543 | | Executive Officer | 2023 | 1,200,000 | — | 6,843,578 | 2,650,167 | 1,107,866 | 599,979 | 12,401,590 | | Michael B. Maguire | 2025 | 762,500 | — | 2,265,039 | 1,669,414 | 247,315 | 100,379 | 5,044,647 | | Senior Executive Vice President and Chief | 2024 | 700,000 | — | 5,789,664 | 1,746,972 | 31,318 | 89,081 | 8,357,035 | | Financial Officer | 2023 | 700,000 | — | 1,796,711 | 899,677 | 183,568 | 115,642 | 3,695,598 | | Kristin Lesher(6) | 2025 | 770,833 | — | 3,515,080 | 1,656,563 | 279,265 | 313,165 | 6,534,906 | | Senior Executive Vice President and Chief | 2024 | 667,614 | 3,500,000 | 8,374,422 | 1,882,090 | — | 207,396 | 14,631,522 | | Wholesale Banking Officer | | | | | | | | | | Dontá L. Wilson | 2025 | 770,833 | 1,334 | 2,526,373 | 1,616,263 | 1,245,844 | 126,864 | 6,287,512 | | Senior Executive Vice President and Chief | 2024 | 750,000 | — | 6,412,734 | 2,399,440 | 9,160 | 98,332 | 9,669,666 | | Consumer and Small Business Banking Officer | 2023 | 695,833 | — | 1,891,301 | 993,454 | 1,050,453 | 139,846 | 4,770,887 | | Bradley D. Bender(7) | 2025 | 675,833 | — | 1,636,762 | 1,285,200 | 305,509 | 14,000 | 3,917,304 | | Senior Executive Vice President and Chief | | | | | | | | | | Risk Officer | | | | | | | | | | Hugh S. Cummins III(8) | 2025 | 54,965 | — | — | — | 449,453 | 6,188,702 | 6,693,120 | | Former Vice Chair and Chief Operating | 2024 | 800,000 | — | 3,132,295 | 3,459,547 | 480,156 | 152,553 | 8,024,551 | | Officer | 2023 | 800,000 | — | 3,328,958 | 1,668,600 | 701,917 | 221,535 | 6,721,010 |
2025 Summary Compensation Table
| (1) In 2025, Mr. Wilson received cash bonus compensation under our Patent Rewards Program, based on his successful patent of inventions on behalf of Truist. In 2024, Ms. Lesher received a cash new-hire award to compensate her for the outstanding cash and equity awards she forfeited upon joining Truist. |
2025 Summary Compensation Table
| (2) The amounts reflect the grant date fair value of the PSU and RSU awards granted in 2025, calculated in accordance with FASB ASC Topic 718. In 2025, these awards were granted to the NEOs on February 24, 2025 and February 28, 2025, as applicable. |
2025 Summary Compensation Table
| ◾ | 2025–2027 PSU Awards: The grant date fair value for the TSR portion of the awards was determined based on a Monte Carlo simulation and the grant date fair value for the adjusted EPS and ROTCE portion of the awards was determined based on our closing stock price per share on the applicable grant date, less the present value of expected dividends that will not be received during the vesting period. For the 2025–2027 PSU awards, the grant date fair value assuming maximum performance is: Mr. Rogers, $5,876,499; Mr. Maguire, $1,829,312; Ms. Lesher, $2,838,867; Mr. Wilson, $2,040,395; and Mr. Bender, $1,321,880. Amounts are included in the table based on the assumption that target performance is probable. |
2025 Summary Compensation Table
| ◾ | 2025 RSU Awards: The grant date fair value was determined based on our closing stock price per share on the applicable grant date, less the present value of expected dividends that will not be received during the vesting period. |
2025 Summary Compensation Table
| As discussed in the Compensation Discussion and Analysis, the Committee grants PSU and RSU awards based on a grant date value which differs from the grant date fair value of the awards for accounting purposes, which is included in the table above. Additionally, our outstanding PSU and RSU awards remain subject to vesting criteria and the NEO may never receive any value from such awards. The assumptions used in the calculation of these amounts for awards granted in 2025 are included in Note 15. Benefit Plans in the Notes to Consolidated Financial Statements included within Truist’s 2025 Form 10-K. See also the 2025 Grants of Plan-Based Awards section on page 73 for additional information. |
2025 Summary Compensation Table
| (3) The amounts reflect AIP awards earned by the NEOs for performance in 2025. See Annual Incentive Performance Awards on page 53 for additional information. See also Pay Mix on page 51 for additional information on base salary and target AIP award amounts in proportion to the target annual compensation granted to our Chief Executive Officer and other NEOs in 2025. No payments were made with respect to the completion of the 2023–2025 LTIP awards in 2025. See 2023–2025 PSU and LTIP Award Results on page 62 for additional information. |
2025 Summary Compensation Table
| (4) The amounts listed are attributable to changes in the present value of benefits under our defined benefit pension plans and supplemental executive retirement plan, as applicable, for each of the NEOs. The benefits the NEOs may receive under the Truist Financial Corporation Pension Plan and the Truist Financial Corporation Non-Qualified Defined Benefit Plan are calculated in the same manner as all plan participants. Consistent with all plan participants, the calculations for benefits generally reference the highest levels of compensation over a consecutive five-year period in the ten-year period before retirement. See 2025 Pension Benefits on page 76 for additional information. |
2025 Summary Compensation Table
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2025 Summary Compensation Table
| (5) The following table shows amounts included in the “All Other Compensation” column for each NEO in 2025.* |
2025 Summary Compensation Table
| Name | 401(k) Matching Contribution ($) | NQDC Matching Contribution ($) | PAC Donation Matching Contribution ($) | Tax Gross-Up ($) | Severance ($) | Perquisites ($) | | William H. Rogers, Jr. | 14,000 | 268,706 | 4,992 | — | — | 173,879 | | Michael B. Maguire | 14,000 | 86,379 | — | — | — | — | | Kristin Lesher | 10,248 | — | — | 134,335 | — | 168,582 | | Bradley D. Bender | 14,000 | — | — | — | — | — | | Dontá L. Wilson | 14,000 | 112,864 | — | — | — | — | | Hugh S. Cummins III | 14,000 | — | — | — | 6,174,702 | — |
2025 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’s perquisites for 2025 consisted of personal use of Company aircraft (in the amount of $151,312), a driver for personal travel, and the maintenance of a residential security system, in each case, provided for his personal safety. Ms. Lesher’s perquisites for 2025 consisted of relocation benefits, including temporary housing (in the amount of $103,660) and transportation (in the amount of $55,662), limited personal use of Company aircraft, and gifts and spousal travel in relation to a corporate event. 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. See Perquisites and Other Personal Benefits on page 62 for additional information on our perquisite and personal benefit programs. |
2025 Summary Compensation Table
| In 2025, our NEOs also received the following non-perquisite compensation items: |
2025 Summary Compensation Table
| ◾ | Certain of our NEOs received matching contributions pursuant to our 401(k) Plan and NQDC Plan. See Retirement Benefit Plans and 2025 Non-Qualified Deferred Compensation on pages 63 and 78, respectively, for additional information. |
2025 Summary Compensation Table
| ◾ | Mr. Rogers had a donation made on his behalf pursuant to the Company-sponsored PAC matching gifts program. See footnote (3) to the 2025 Director Compensation Table on page 41 for additional information. |
2025 Summary Compensation Table
| ◾ | Ms. Lesher received tax gross-ups in relation to her relocation benefits, including $73,549 in relation to temporary housing and $60,786 in relation to transportation. See Other Executive Agreements on page 63 for additional information on Ms. Lesher’s offer letter. |
2025 Summary Compensation Table
| ◾ | Mr. Cummins received severance following his resignation for Good Reason on January 13, 2025. See Cessation of Employment of Hugh S. Cummins III on page 82 for additional information. |
2025 Summary Compensation Table
| (6) Ms. Lesher first became a NEO for 2024. |
2025 Summary Compensation Table
| (7) Mr. Bender first became a NEO for 2025. |
2025 Summary Compensation Table
| (8) Mr. Cummins resigned for Good Reason from his employment with Truist effective January 13, 2025. |
2025 Summary Compensation Table
| 72 | | 2026 Proxy Statement | |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table shows additional information related to the equity and non-equity incentive plan awards granted to our NEOs for 2025. See Section 5—Executive-Compensation Decisions on page 53 for additional information. Mr. Cummins was not eligible to receive incentive compensation for 2025.
2025 Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(3) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | William H. Rogers Jr. | | | | | | | | | | | 2025 RSUs(4) | 2/24/2025 | | | | | | | 84,913 | 3,357,460 | | 2025–2027 PSUs(5) | 2/24/2025 | | | | 12,130 | 97,044 | 145,566 | | 3,917,666 | | 2025–2027 LTIP(6) | 2/24/2025 | 343,750 | 2,750,000 | 4,125,000 | | | | | | | 2025 AIP Award(7) | 2/24/2025 | — | 3,600,000 | 7,200,000 | | | | | | | Michael B. Maguire | | | | | | | | | | | 2025 RSUs(4) | 2/24/2025 | | | | | | | 25,165 | 995,024 | | | 2/28/2025 | | | | | | | 1,245 | 50,460 | | 2025–2027 PSUs(5) | 2/24/2025 | | | | 3,595 | 28,760 | 43,140 | | 1,161,041 | | | 2/28/2025 | | | | 177 | 1,423 | 2,134 | | 58,514 | | 2025–2027 LTIP(6) | 2/24/2025 | 101,875 | 815,000 | 1,222,500 | | | | | | | | 2/28/2025 | 5,156 | 41,250 | 61,875 | | | | | | | 2025 AIP Award(7) | 2/24/2025 | — | 1,538,630 | 3,077,260 | | | | | | | | 2/28/2025 | — | 51,288 | 102,575 | | | | | | | Kristin Lesher | | | | | | | | | | | 2025 RSUs(4) | 2/24/2025 | | | | | | | 39,038 | 1,543,563 | | | 2/28/2025 | | | | | | | 1,947 | 78,912 | | 2025–2027 PSUs(5) | 2/24/2025 | | | | 5,603 | 44,827 | 67,240 | | 1,809,666 | | | 2/28/2025 | | | | 252 | 2,017 | 3,025 | | 82,939 | | 2025–2027 LTIP(6) | 2/24/2025 | 157,500 | 1,260,000 | 1,890,000 | | | | | | | | 2/28/2025 | 8,594 | 68,750 | 103,125 | | | | | | | 2025 AIP Award(7) | 2/24/2025 | — | 1,687,500 | 3,375,000 | | | | | | | | 2/28/2025 | — | 56,250 | 112,500 | | | | | | | Dontá L. Wilson | | | | | | | | | | | 2025 RSUs(4) | 2/24/2025 | | | | | | | 27,955 | 1,105,341 | | | 2/28/2025 | | | | | | | 1,499 | 60,754 | | 2025–2027 PSUs(5) | 2/24/2025 | | | | 4,032 | 32,256 | 48,384 | | 1,302,175 | | | 2/28/2025 | | | | 176 | 1,413 | 2,119 | | 58,103 | | 2025–2027 LTIP(6) | 2/24/2025 | 113,438 | 907,500 | 1,361,250 | | | | | | | | 2/28/2025 | 5,938 | 47,500 | 71,250 | | | | | | | 2025 AIP Award(7) | 2/24/2025 | — | 1,612,500 | 3,225,000 | | | | | | | | 2/28/2025 | — | 53,750 | 107,500 | | | | | | | Bradley D. Bender | | | | | | | | | | | 2025 RSUs(4) | 2/24/2025 | | | | | | | 18,202 | 719,707 | | | 2/28/2025 | | | | | | | 883 | 35,788 | | 2025–2027 PSUs(5) | 2/24/2025 | | | | 2,600 | 20,802 | 31,203 | | 839,777 | | | 2/28/2025 | | | | 126 | 1,009 | 1,513 | | 41,490 | | 2025–2027 LTIP(6) | 2/24/2025 | 73,688 | 589,500 | 884,250 | | | | | | | | 2/28/2025 | 3,656 | 29,250 | 43,875 | | | | | | | 2025 AIP Award(7) | 2/24/2025 | — | 1,179,000 | 2,358,000 | | | | | | | | 2/28/2025 | — | 45,000 | 90,000 | | | | | |
2025 Grants of Plan-Based Awards
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2025 Grants of Plan-Based Awards
| (1) Amounts illustrate the award opportunity under the 2025 AIP and 2025–2027 LTIP awards, based on performance. See Annual Incentive Performance Awards and Long-Term Incentive Awards on pages 53 and 59, respectively, for additional information. |
2025 Grants of Plan-Based Awards
| (2) Amounts illustrate the award opportunity under the 2025–2027 PSU awards. See Long-Term Incentive Awards on page 59 for additional information. |
2025 Grants of Plan-Based Awards
| (3) Amounts in this column reflect the grant date fair value of the 2025 RSU and 2025–2027 PSU awards, computed in accordance with FASB ASC Topic 718. The assumptions used in the calculation of these amounts are included in Note 15. Benefit Plans in the Notes to Consolidated Financial Statements included within Truist’s 2025 Form 10-K. See footnote (2) to the 2025 Summary Compensation Table on page 71 for additional information. |
2025 Grants of Plan-Based Awards
| (4) RSU award granted as part of 2025 long-term incentive compensation, vesting over a 4-year period in three equal, back-loaded installments on March 15 of 2027, 2028, and 2029. See Long-Term Incentive Awards on page 59 for additional information. |
2025 Grants of Plan-Based Awards
| (5) PSU award granted as part of 2025 long-term incentive compensation, with a 3-year performance period of January 1, 2025 to December 31, 2027. Depending on whether or to what extent the respective performance criteria are met, the number of shares for which the PSU award is settled may range from 0% to 150% of target. See Long-Term Incentive Awards on page 59 for additional information. |
2025 Grants of Plan-Based Awards
| (6) Cash LTIP award granted as part of 2025 long-term incentive compensation, with a 3-year performance period of January 1, 2025 to December 31, 2027. When the threshold, target, and maximum payments were established in 2025 for the awards, such payments were based on each NEO’s annual base salary for 2025. Depending on whether or to what extent the respective performance criteria are met, actual payments will be based on the actual average salary over the 3-year performance period and may range from 0% to 150% of target. See Long-Term Incentive Awards on page 59 for additional information. |
2025 Grants of Plan-Based Awards
| (7) Cash AIP award granted as 2025 short-term incentive compensation. Depending on Company and individual performance in 2025, including risk management execution, actual payment amounts may range from 0% to 200% of target. See Annual Incentive Performance Awards on page 53 for additional information. |
2025 Outstanding Equity Awards at Fiscal Year-End
2025 Outstanding Equity Awards at Fiscal Year-End The following table shows certain information about unvested RSU and PSU awards held by our NEOs as of December 31, 2025.
2025 Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock that Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(2) ($) | | William H. Rogers, Jr. | 215,549 | 10,607,166 | 257,200 | 12,656,812 | | Michael B. Maguire | 137,318 | 6,757,431 | 69,266 | 3,408,580 | | Kristin Lesher | 105,705 | 5,201,743 | 201,905 | 9,935,745 | | Dontá L. Wilson | 152,345 | 7,496,910 | 84,338 | 4,150,273 | | Bradley D. Bender | 21,811 | 1,073,319 | 56,797 | 2,794,980 | | Hugh S. Cummins III | 57,225 | 2,816,042 | 78,931 | 3,884,195 |
2025 Outstanding Equity Awards at Fiscal Year-End
| (1) Includes the RSU awards set forth below. Annual RSU awards and the 2022 RSU (Promotion) award vest over a 4-year period in three equal, back-loaded installments. The 2023 RSU (Retention) award cliff vests at the end of a 3-year period. The 2024 RSU (New Hire) award vests over a 3-year period in three equal installments. The 2022 RSU (Promotion) and 2023 RSU (Retention) awards were granted to Mr. Bender prior to his becoming a NEO. See Long-Term Incentive Awards on page 59 for additional information on the Company’s RSU award program. See Other Executive Agreements on page 63 for additional information on the 2024 RSU (New Hire) award granted to Ms. Lesher in 2024. See also the Narrative to Potential Payments Upon Termination or Change of Control Table on page 81 for additional information on vesting treatment applicable to our RSU awards. |
2025 Outstanding Equity Awards at Fiscal Year-End
| Award | Vesting Date(s) | Mr. Rogers | Mr. Maguire | Ms. Lesher | Mr. Wilson | Mr. Bender | Mr. Cummins | | 2022 RSU | March 15, 2026 | 17,690 | 2,729 | — | 4,318 | 803 | 8,276 | | 2022 RSU (Promotion) | February 15, 2026 | — | — | — | — | 2,604 | — | | 2023 RSU | March 15, 2026 and 2027 | 51,383 | 13,165 | — | 13,859 | 5,790 | 22,849 | | 2023 RSU (Retention) | June 1, 2026 | — | — | — | — | 16,149 | — | | 2024 RSU | March 15, 2026, 2027, and 2028 | 103,214 | 26,962 | 51,259 | 36,707 | 12,366 | 47,806 | | 2024 RSU (New Hire) | February 12, 2026 and 2027 | — | — | 109,661 | — | — | — | | 2025 RSU | March 15, 2027, 2028, and 2029 | 84,913 | 26,410 | 40,985 | 29,454 | 19,085 | — |
2025 Outstanding Equity Awards at Fiscal Year-End
| (2) The value of RSU and PSU awards was determined by multiplying the number of outstanding units under each award by $49.21, our closing stock price on December 31, 2025. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (3) Includes the PSU awards set forth below. PSU awards vest, to the extent earned based on performance, in the year immediately following the completion of the |
2025 Outstanding Equity Awards at Fiscal Year-End
| 74 | | 2026 Proxy Statement | |
2025 Outstanding Equity Awards at Fiscal Year-End
| applicable 3-year performance period. The vesting date is March 15 for annual PSU awards and September 15 for the 2024 PSU (Leadership) awards. In early 2026, the Committee reviewed and determined that we did not achieve threshold performance for the 2023–2025 PSU awards, and no payments were made to our NEOs with respect thereto. 2023–2025 PSU awards are therefore reflected based on not achieving threshold performance for the performance period. 2024–2026 PSU and 2025–2027 PSU awards are reflected based on target performance through December 31, 2025, plus assumed target performance for the remainder of the performance period. 2024 PSU (Leadership) awards are reflected based on threshold performance through December 31, 2025, plus assumed target performance for the remainder of the performance period. See Long-Term Incentive Awards on page 59 for additional information on the Company’s PSU award program. See also the Narrative to Potential Payments Upon Termination or Change of Control Table on page 81 for additional information on vesting treatment applicable to our PSU awards. |
2025 Outstanding Equity Awards at Fiscal Year-End
| Award | Vesting Date | Mr. Rogers | Mr. Maguire | Ms. Lesher | Mr. Wilson | Mr. Bender | Mr. Cummins | | 2023–2025 PSU | March 15, 2026 | 0 | 0 | 0 | 0 | — | 0 | | 2024–2026 PSU | March 15, 2027 | 118,505 | 30,813 | 58,861 | 42,354 | — | 57,225 | | 2024 PSU (Leadership) | September 15, 2027 | — | 76,322 | — | 76,322 | — | — | | 2025–2027 PSU | March 15, 2028 | 97,044 | 30,183 | 46,844 | 33,669 | 21,811 | — |
Stock Vested in 2025
Stock Vested in 2025 The following table shows information regarding the value of RSU and PSU awards that vested during 2025. As of December 31, 2025, no NEO held outstanding stock options (“Options”), stock appreciation rights (“SARs”), or similar instruments.
Stock Vested in 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | William H. Rogers, Jr. | 118,747 | 4,815,191 | | Michael B. Maguire | 21,332 | 865,013 | | Kristin Lesher | 54,831 | 2,543,062 | | Dontá L. Wilson | 29,786 | 1,207,822 | | Bradley D. Bender | 20,218 | 844,413 | | Hugh S. Cummins III | 121,954 | 4,955,721 |
Stock Vested in 2025
| (1) Reflects the gross number of RSUs and PSUs which vested during 2025, without accounting for shares withheld upon vesting for payment of taxes. |
Stock Vested in 2025
| (2) Represents the gross number of RSUs and PSUs which vested, multiplied by the closing price of our common stock on the applicable vesting date, including the value of shares withheld upon vesting for payment of taxes. Shares acquired by our NEOs are subject to our stock ownership requirements. See Stock Ownership Requirements on page 68 for additional information. |
Stock Vested in 2025
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2025 Pension Benefits
2025 Pension Benefits The following table provides information regarding the retirement benefits our NEOs may receive under our defined benefit pension plans and supplemental executive retirement plan as of December 31, 2025. Two of the plans have been frozen, meaning that benefits are no longer accruing for compensation or service after the plan freeze date.
2025 Pension Benefits
| Name | Plan Name(1) | Number of Years Credited Service(2) (#) | Present Value of Accumulated Benefit(3) ($) | Payments During Last Fiscal Year(4) ($) | | William H. Rogers, Jr. | Pension Plan | 6 | 1,460,264 | — | | | NQDB Plan | 6 | 5,136,908 | — | | | Frozen Excess Plan | 31 | 963,963 | — | | | Frozen SERP | 31 | 3,868,891 | — | | Michael B. Maguire | Pension Plan | 6 | 182,148 | — | | | NQDB Plan | 6 | 647,215 | — | | Kristin Lesher | Pension Plan | 2 | 58,716 | — | | | NQDB Plan | 2 | 601,229 | — | | Dontá L. Wilson | Pension Plan | 27 | 927,127 | — | | | NQDB Plan | 27 | 4,825,993 | — | | Bradley D. Bender | Pension Plan | 21 | 351,439 | — | | | NQDB Plan | 21 | 632,449 | — | | Hugh S. Cummins III | Pension Plan | 5 | 373,470 | — | | | NQDB Plan | 5 | 2,613,153 | 186,843 | | | Frozen Excess Plan | 6 | 49,068 | 3,675 |
2025 Pension Benefits
| (1) Pension Plan = Truist Financial Corporation Pension Plan |
2025 Pension Benefits
| NQDB Plan = Truist Financial Corporation Non-Qualified Defined Benefit Plan |
2025 Pension Benefits
| Frozen Excess Plan = SunTrust Banks, Inc. ERISA Excess Retirement Plan |
2025 Pension Benefits
| Frozen SERP = SunTrust Banks, Inc. Supplemental Executive Retirement Plan |
2025 Pension Benefits
| (2) The Pension Plan and NQDB Plan each limit years of credited service to a maximum of 35 years. The years of credited service for Messrs. Rogers, Maguire, and Cummins under the Pension Plan and the NQDB Plan are less than their actual years of service with us, which on December 31, 2025, were as follows: Mr. Rogers, 45 years of service, and Mr. Maguire, 23 years of service. Mr. Cummins had 19 years of service as of his resignation for Good Reason on January 13, 2025. In addition, the years of credited service for Messrs. Rogers and Cummins under the Frozen Excess Plan and the Frozen SERP, as applicable, are less than their years of credited service under the Pension Plan because those plans were frozen in 2011. Messrs. Maguire, Wilson, and Bender and Ms. Lesher were not eligible to participate in the Frozen Excess Plan or the Frozen SERP. Mr. Cummins was not eligible to participate in the Frozen SERP. |
2025 Pension Benefits
| (3) The present value of accumulated plan benefits was determined using the measurement date, interest rate, and mortality rate assumptions consistent with those used in Truist’s financial statements. See Note 15. Benefit Plans in the Notes to Consolidated Financial Statements included within Truist’s 2025 Form 10-K. |
2025 Pension Benefits
| (4) Mr. Cummins became eligible to receive plan distributions following his resignation for Good Reason on January 13, 2025. |
NARRATIVE TO 2025 PENSION BENEFITS TABLE
NARRATIVE TO 2025 PENSION BENEFITS TABLE We maintain the Pension Plan and the NQDB 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 within Truist’s 2025 Form 10-K. A discussion of each of these plans is set forth below. Messrs. Rogers and Cummins participated in plans assumed in the merger of equals between SunTrust and BB&T that created Truist. Those plans have provisions which differ from the Truist Pension Plan and NQDB Plan, as discussed below. The Company merged the SunTrust qualified pension plan into the Pension Plan in 2020. Mr. Rogers continues to participate in the Frozen Excess Plan and the Frozen SERP, although any future benefit accruals will come only from the Pension Plan and NQDB Plan as benefit accruals under these heritage plans were frozen prior to the merger. Mr. Cummins participated in the Frozen Excess Plan until his resignation, when he became eligible to receive plan distributions in accordance with the terms of the Frozen Excess Plan.
NARRATIVE TO 2025 PENSION BENEFITS TABLE
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NARRATIVE TO 2025 PENSION BENEFITS TABLE
Pension Plan. The Pension Plan is a tax-qualified defined benefit pension plan for eligible teammates. The purpose of the Pension Plan is to provide security to our teammates in retirement and to help us attract and retain talent. 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. 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. NQDB Plan. The NQDB 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 NQDB Plan are included in the table above. Benefits under the NQDB Plan are determined based on the excess of the amount the participant would have received under the Pension Plan if the IRC did not place annual limits on compensation and benefits and the Pension Plan included non-qualified deferred compensation in its assessment of compensation. A participant’s interest in the NQDB Plan is subject to vesting limits which are satisfied on the date a participant completes five years of service or reaches age 65. Frozen Excess Plan. The purpose of this plan was to provide benefits that would have been provided under the SunTrust Banks, Inc. Retirement Plan (the “SunTrust Retirement Plan”) if the IRC did not place annual limits on compensation and benefits. The Frozen Excess Plan was frozen to future benefit accruals effective as of December 31, 2011 (though accrued benefits continue to earn interest credits). Benefits under the Frozen Excess Plan were determined based on the excess of the amount the participant would have received under the SunTrust Retirement Plan if the IRC did not place annual limits on compensation and benefits, up to an annual compensation limit. A participant’s interest in the Frozen Excess Plan was subject to certain vesting limits consistent with the SunTrust Retirement Plan. Benefits under the Frozen Excess Plan are normally paid in a lump sum as soon as practicable following a participant’s termination of employment, unless otherwise elected by the participant. Frozen 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. The Frozen SERP was frozen to future benefit accruals effective as of December 31, 2011 (though accrued benefits continue to earn interest credits). Benefits under the Frozen SERP were determined in part based on a participant’s average compensation over three of the 10 calendar years immediately preceding January 1, 2012 that would produce the largest amount. For purposes of such calculation, compensation included annual base salary actually paid and certain cash bonuses earned during such year. A participant’s interest in the Frozen SERP was subject to vesting limitations which, unless otherwise specified in the plan, were satisfied on the date a participant completed 10 years of service and reached age 60. Benefits under the Frozen SERP are paid in a consistent time and form as the Frozen Excess Plan. Retirement. Messrs. Rogers and Cummins have met the requirements for retirement under the Pension Plan, the NQDB Plan, the Frozen Excess Plan and (solely with respect to Mr. Rogers) the Frozen SERP. While the general retirement age with respect to the Pension Plan and NQDB Plan 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. With respect to the Frozen Excess Plan, the general retirement requirement is termination following the later of five years’ service or age 65, although participants who have attained age 55 are eligible to retire and receive reduced benefits calculated in the same manner as under the SunTrust Retirement Plan. With respect to the Frozen SERP, the general retirement requirement is age 65, although participants who terminate early are eligible to retire and receive reduced benefits, the calculation of which varies based on the participant’s tier level within the plan or individual designation.
NARRATIVE TO 2025 PENSION BENEFITS TABLE
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2025 Non-Qualified Deferred Compensation
2025 Non-Qualified Deferred Compensation The following table provides information on the participation of our NEOs in the Truist Financial Corporation Non-Qualified Defined Contribution Plan (the “NQDC Plan”) in 2025.
2025 Non-Qualified Deferred Compensation
| Name | Executive Contributions in 2025(1) ($) | Truist Contributions in 2025(2) ($) | Aggregate Earnings in 2025(3) ($) | Aggregate Withdrawals/ Distributions(4) ($) | Aggregate Balance at 12/31/2025(5) ($) | | William H. Rogers, Jr. | 403,916 | 268,706 | 1,844,066 | 105,662 | 13,658,333 | | Michael B. Maguire | 90,979 | 86,379 | 97,324 | 46,877 | 1,010,535 | | Kristin Lesher | — | — | — | — | — | | Dontá L. Wilson | 176,196 | 112,864 | 302,753 | — | 2,462,385 | | Bradley D. Bender | — | — | — | — | — | | Hugh S. Cummins III | — | — | 1,370,718 | 1,131,095 | 9,521,607 |
2025 Non-Qualified Deferred Compensation
| (1) Reflects amounts deferred from base salary and AIP awards for 2025, per each NEO’s deferral elections. Although deferred, these amounts are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the 2025 Summary Compensation Table, as applicable. |
2025 Non-Qualified Deferred Compensation
| (2) Represents Truist’s matching contributions credited to the accounts of the NEOs during 2025 in respect of the NEO’s contributions. These values are also reflected in the “All Other Compensation” column of the 2025 Summary Compensation Table. |
2025 Non-Qualified Deferred Compensation
| (3) Reflects earnings (or losses) on plan balances in 2025. Earnings may increase or decrease depending on the performance of each NEO’s notional investment elections. These earnings are not above-market or preferential and thus are not reported in the 2025 Summary Compensation Table. |
2025 Non-Qualified Deferred Compensation
| (4) In 2025, Messrs. Rogers and Maguire received in-service distributions pursuant to their prior elections under a heritage component of the NQDC plan. Mr. Cummins became eligible to receive plan distributions following his resignation for Good Reason on January 13, 2025. |
2025 Non-Qualified Deferred Compensation
| (5) Represents each NEO’s year-end balance. These balances include the following amounts which were reported as compensation to our NEOs in our Summary Compensation Table in prior years: $4,366,859 for Mr. Rogers, $524,488 for Mr. Maguire, $831,877 for Mr. Wilson, and $5,773,981 for Mr. Cummins. Amounts in this column also include earnings that were not reported in our Summary Compensation Table in prior years, because they were not above-market or preferential. |
NARRATIVE TO 2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE
NARRATIVE TO 2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE The NQDC 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 2025, eligible teammates were permitted to defer, on a pre-tax basis, up to 50% of their cash compensation into the NQDC Plan, with certain participants (including each NEO), eligible to receive a matching contribution. The matching contribution is up to 4% of “compensation” as defined by the 401(k) Plan, determined without regard to the IRC Section 401(a)(17) limit ($350,000 for 2025), and also including any amounts contributed by the participant into the NQDC Plan. All cash compensation is eligible for deferral unless prohibited under IRC Section 409A. Plan participants may select notional investment funds under the NQDC 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 NQDC Plan regarding the timing and form of plan distributions. The allowable distribution elections are distribution upon cessation of employment or based on a selected age (not to exceed age 65) following cessation of employment, and distributions may be in lump sum or in a series of installment payments. The NQDC Plan also allows for in-service hardship distributions based on facts and circumstances that meet IRS guidelines. Additionally, Messrs. Rogers and Maguire each participate in a heritage SunTrust component of the NQDC plan. Under the heritage component, participants were previously able to elect to receive in-service distributions of amounts deferred prior to June 1, 2020.
NARRATIVE TO 2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE
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Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The table below shows the estimated value of the payments each NEO would have been eligible to receive pursuant to existing plans and arrangements in the event of his or her termination or a change of control as of December 31, 2025, with the exception of Mr. Cummins. The values reported are based on the terms of the Severance Plan, the BB&T Corporation 2012 Incentive Plan (the “2012 Incentive Plan”), the 2022 Incentive Plan, and the LTIP, PSU, and RSU award agreements applicable to each NEO as in effect on December 31, 2025. The values do not include amounts that would be provided to our NEOs under plans and arrangements that are generally available to all salaried teammates or benefits and payments reported in the 2025 Pension Benefits and 2025 Non-Qualified Deferred Compensation sections on pages 76 and 78, respectively, above. See Cessation of Employment of Hugh S. Cummins III on page 82 for additional information on the amounts payable to Mr. Cummins in relation to his resignation for Good Reason on January 13, 2025.
Potential Payments Upon Termination or Change of Control
| Name | Retirement(1) ($) | Death or Disability ($) | Involuntary Termination not for Cause or Resignation for Good Reason ($) | Qualifying Termination following a Change of Control ($) | | William H. Rogers, Jr. | | | | | | Severance | — | — | 10,200,000 | 10,200,000 | | Annual Bonus(2) | 3,900,000 | 3,900,000 | 3,900,000 | 3,900,000 | | LTIP(3) | 5,294,400 | 5,294,400 | 5,294,400 | 5,294,400 | | PSUs(3) | 10,607,166 | 10,607,166 | 10,607,166 | 10,607,166 | | RSUs(4) | 12,656,812 | 12,656,812 | 12,656,812 | 12,656,812 | | Welfare Benefits(5) | — | — | 35,192 | 35,192 | | Total | 32,458,378 | 32,458,378 | 42,693,570 | 42,693,570 | | Michael B. Maguire | | | | | | Severance | — | — | 4,729,836 | 4,729,836 | | Annual Bonus(2) | — | 1,589,918 | 1,589,918 | 1,589,918 | | LTIP(3) | — | 1,560,312 | 1,560,312 | 1,560,312 | | PSUs(3) | — | 8,009,370 | 8,009,370 | 8,009,370 | | RSUs(4) | — | 3,408,580 | 3,408,580 | 3,408,580 | | Welfare Benefits(5) | — | — | 36,457 | 36,457 | | Total | — | 14,568,180 | 19,334,473 | 19,334,473 | | Kristin Lesher | | | | | | Severance | — | — | 5,037,500 | 5,037,500 | | Annual Bonus(2) | — | 1,743,750 | 1,743,750 | 1,743,750 | | LTIP(3) | — | 2,566,274 | 2,566,274 | 2,566,274 | | PSUs(3) | — | 5,201,743 | 5,201,743 | 5,201,743 | | RSUs(4) | — | 9,935,745 | 9,935,745 | 9,935,745 | | Welfare Benefits(5) | — | — | 39,114 | 39,114 | | Total | — | 19,447,512 | 24,524,126 | 24,524,126 | | Dontá L. Wilson | | | | | | Severance | — | — | 4,882,500 | 4,882,500 | | Annual Bonus(2) | — | 1,666,250 | 1,666,250 | 1,666,250 | | LTIP(3) | — | 1,879,075 | 1,879,075 | 1,879,075 | | PSUs(3) | — | 8,748,849 | 8,748,849 | 8,748,849 | | RSUs(4) | — | 4,150,273 | 4,150,273 | 4,150,273 | | Welfare Benefits(5) | — | — | 50,316 | 50,316 | | Total | — | 16,444,447 | 21,377,263 | 21,377,263 |
Potential Payments Upon Termination or Change of Control
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Potential Payments Upon Termination or Change of Control
| Name | Retirement(1) ($) | Death or Disability ($) | Involuntary Termination not for Cause or Resignation for Good Reason ($) | Qualifying Termination following a Change of Control ($) | | Bradley D. Bender | | | | | | Severance | — | — | 3,808,000 | 3,808,000 | | Annual Bonus(2) | — | 1,224,000 | 1,224,000 | 1,224,000 | | LTIP(3) | — | 617,536 | 617,536 | 617,536 | | PSUs(3) | — | 1,073,319 | 1,073,319 | 1,073,319 | | RSUs(4) | — | 2,794,980 | 2,794,980 | 2,794,980 | | Welfare Benefits(5) | — | — | 33,209 | 33,209 | | Total | — | 5,709,835 | 9,551,044 | 9,551,044 |
Potential Payments Upon Termination or Change of Control
| (1) As of December 31, 2025, only Mr. Rogers was eligible for Retirement under the terms of our incentive plans and award agreements. Pursuant to Ms. Lesher’s offer letter, she is credited with five additional years’ service for purposes of determining Retirement eligibility under our incentive plans and award agreements. |
Potential Payments Upon Termination or Change of Control
| (2) Under the terms of the AIP award program, if an NEO terminates employment on or after March 31, 2025 due to Retirement, death, disability, involuntary termination not for Cause, or resignation for Good Reason, the NEO will be eligible to receive a pro-rata AIP award for the year of termination based on the Company’s actual, weighted performance level at the end of the performance year, and subject to reduction for individual risk management effectiveness results. The table reflects AIP award amounts based on the Company’s actual, weighted performance at 100% of target for 2025 and does not apply pro-ration, as it assumes a termination of employment on December 31, 2025. See Annual Incentive Performance Awards on page 53 for additional information on the 2025 AIP award program. |
Potential Payments Upon Termination or Change of Control
| (3) Amounts have been determined based on actual performance for the 2023–2025 PSU and LTIP awards and target performance for the 2024–2026 PSU and LTIP awards and 2025–2027 PSU and LTIP awards. However, these are forward-looking statements that may not be representative of actual performance. Upon a qualifying termination in connection with a change of control, performance for PSU and LTIP awards is based on actual results for completed calendar year(s) and target performance for any remaining uncompleted calendar year(s). LTIP awards are then calculated based on the average of the NEO’s salary prior to the change of control, and the salary in place as of the change of control for the remaining portion of the performance period. PSU award values were determined by multiplying the number of PSUs that would vest by $49.21, the closing price of our common stock on December 31, 2025. See the Narrative to Potential Payments Upon Termination or Change of Control Table on page 81 for additional information on vesting treatment applicable to our PSU and LTIP awards. |
Potential Payments Upon Termination or Change of Control
| (4) RSU award values were determined by multiplying the number of RSUs that would vest by $49.21, the closing price of our common stock on December 31, 2025. See also the Narrative to Potential Payments Upon Termination or Change of Control Table on page 81 for additional information on vesting treatment applicable to our RSU awards. |
Potential Payments Upon Termination or Change of Control
| (5) Amounts include medical, dental, and vision benefits to be paid under the applicable plan. |
Potential Payments Upon Termination or Change of Control
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NARRATIVE TO POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL TABLE
NARRATIVE TO POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL TABLE
Pay Ratio Disclosure
Pay Ratio Disclosure SEC rules require us to disclose the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee (teammate). For 2025, Mr. Rogers’s annual total compensation was $14,333,032, and our median teammate’s annual total compensation was $104,397. These amounts are determined in the same manner as compensation included in the Summary Compensation Table, plus the value of certain non-discriminatory benefits. Based upon this information, the ratio of the annual total compensation of our Chief Executive Officer to the median teammate was 137 to 1 for 2025. For purposes of identifying our median teammate for 2025, we examined our teammate population, excluding our Chief Executive Officer, as of December 31, 2025. As permitted by SEC rules, we excluded 39 Canada-based teammates, which account for 5% or less of our total teammate population (38,711 U.S. and non-U.S. teammates as of December 31, 2025). The median teammate was determined as of December 31, 2025 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.
Pay Ratio Disclosure
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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. See Section 3—Executive-Compensation Framework on page 49 for additional information on the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance. The table below provides information on the following for each reporting year: (1) the amount of total compensation reported in the “Total” column of the Summary Compensation Table for the principal executive officer (the “PEO”) and the non-PEO NEOs; (2) the compensation actually paid to the PEO and the non-PEO NEOs; (3) our TSR; (4) the TSR of the KBW Nasdaq Bank Index (which is our peer group for purposes of this section); (5) our net income; and (6) our adjusted earnings per share (which is our company-selected performance measure). “Compensation actually paid” is an amount calculated under SEC rules which does not reflect the actual amount of compensation realized by the PEO and non-PEO NEOs in any reporting year. See Realized Pay on page 47 for additional information on aggregate compensation amounts actually realized by our Chief Executive Officer for 2022 to 2025.
Pay Ratio Disclosure
| Year | Summary Compensation Table Total for PEO (1) ($) | | Compensation Actually Paid to PEO (2) ($) | | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (5) ($ in millions) | Adjusted Earnings Per Share (6) ($) | | | | | | | | | Total Shareholder Return (3) ($) | Peer Group Total Shareholder Return (4) ($) | | | | | Kelly S. King | William H. Rogers, Jr. | Kelly S. King | William H. Rogers, Jr. | | | | | | | | 2025 | — | 14,313,770 | — | 15,202,106 | 5,695,498 | 5,939,629 | 129.86 | 196.02 | 5,307 | 4.00 | | 2024 | — | 13,951,543 | — | 18,337,254 | 10,170,694 | 12,310,236 | 96.99 | 132.63 | 4,840 | 3.81 | | 2023 | — | 12,401,590 | — | 4,483,210 | 9,336,938 | 4,007,586 | 78.39 | 96.66 | (1,047) | 3.81 | | 2022 | — | 13,237,842 | — | 11,774,153 | 6,193,618 | 6,642,889 | 85.70 | 97.53 | 6,267 | 4.96 | | 2021 | 15,288,905 | 10,395,426 | 23,785,332 | 24,811,139 | 9,296,667 | 9,957,776 | 112.04 | 124.08 | 6,437 | 5.53 |
Pay Ratio Disclosure
| (1) The PEO for each reporting year was William H. Rogers, Jr. and in 2021, was also Kelly S. King. The non-PEO NEOs for each reporting year are as follows: |
Pay Ratio Disclosure
| ◾ | 2025: Michael B. Maguire, Kristin Lesher, Dontá L. Wilson, Bradley D. Bender, and Hugh S. Cummins III |
Pay Ratio Disclosure
| ◾ | 2024: Michael B. Maguire, Kristin Lesher, Dontá L. Wilson, and Hugh S. Cummins III |
Pay Ratio Disclosure
| ◾ | 2023: Michael B. Maguire, Dontá L. Wilson, Hugh S. Cummins III, Clarke R. Starnes III, and John M. Howard |
Pay Ratio Disclosure
| ◾ | 2022: Daryl N. Bible, Michael B. Maguire, Dontá L. Wilson, Hugh S. Cummins III, and Clarke R. Starnes III |
Pay Ratio Disclosure
| ◾ | 2021: Daryl N. Bible, Hugh S. Cummins III, Clarke R. Starnes III, John M. Howard, and Christopher L. Henson |
Pay Ratio Disclosure
| (2) SEC rules require certain adjustments be made to the amount of total compensation reported in the “Total” column of the Summary Compensation Table for the PEO and non-PEO NEOs to determine compensation actually paid for the applicable reporting year. For 2025, these adjustments are as set forth below, provided as an average for the non-PEO NEOs: |
Pay Ratio Disclosure
| Year | Executive(s) | Reported Summary Compensation Table Total ($) | Minus Reported Value of Equity Awards (a) ($) | Plus Equity Award Adjustments (b) ($) | Minus Reported Change in Actuarial Present Value of Pension Benefits (c) ($) | Plus Pension Benefit Adjustments (d) ($) | Equals Compensation Actually Paid ($) | | 2025 | PEO | 14,313,770 | (7,275,126) | 9,409,789 | (1,282,068) | 35,741 | 15,202,106 | | | Non-PEO NEOs | 5,695,498 | (1,988,651) | 2,555,292 | (505,477) | 182,967 | 5,939,629 |
Pay Ratio Disclosure
| (a) Represents the grant date fair value of equity awards reported in the “Stock Awards” column in the 2025 Summary Compensation Table . |
Pay Ratio Disclosure
| (b) Amounts provided in the “Equity Award Adjustments” column were determined as set forth below. There were no equity awards granted to NEOs in 2025 which vested on or before December 31, 2025, and no dividends, dividend equivalents, or other earnings paid to NEOs on unvested equity awards. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant, except that the 2024 PSU (Leadership) awards are valued based on the assumption that threshold performance is probable. Values are provided as an average for the non-PEO NEOs. |
Pay Ratio Disclosure
| Year | Executive(s) | Value as of 2025 Year-End of 2025 Equity Awards Outstanding as of Year-End ($) | Plus Change in Value as of 2025 Year-End for Prior Year Awards Outstanding as of Year-End ($) | Plus Change in Value as of Vesting Date for Prior Year Awards That Vested in 2025 ($) | Minus Value as of 2024 Year-End of Prior Year Awards That Failed to Vest in 2025 ($) | Equals Equity Award Adjustments ($) | | 2025 | PEO | 7,949,056 | 1,557,250 | (96,517) | — | 9,409,789 | | | Non-PEO NEOs | 2,170,703 | 402,270 | 145,162 | (162,842) | 2,555,292 |
Pay Ratio Disclosure
| (c) Represents the aggregate change in actuarial present value of accumulated benefits under defined benefit and actuarial pension plans reported in the “Change in Pension Value & Non-Qualified Deferred Compensation Earnings” column of the 2025 Summary Compensation Table . |
Pay Ratio Disclosure
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Pay Ratio Disclosure
| (d) Amounts provided in the “Pension Benefit Adjustments” column were determined as set forth below. “Service cost” refers to the actuarially determined present value of plan benefits attributable to services rendered during 2025. “Prior service cost” refers to the entire cost of plan benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during 2025 that are attributable under the plan benefit formula to services rendered in periods prior to the plan amendment or initiation. Both service cost and prior service cost are calculated in accordance with U.S. GAAP. Values are provided as an average for the non-PEO NEOs. |
Pay Ratio Disclosure
| Year | Executive(s) | Service Cost ($) | Plus Prior Service Cost ($) | Equals Pension Benefit Adjustments ($) | | 2025 | PEO | 35,741 | — | 35,741 | | | Non-PEO NEOs | 182,967 | — | 182,967 |
Pay Ratio Disclosure
| (3) TSR is calculated by dividing (1) 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 (2) the Company’s share price at the beginning of the measurement period. |
Pay Ratio Disclosure
| (4) Represents the weighted TSR of the KBW Nasdaq Bank Index, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. |
Pay Ratio Disclosure
| (5) The dollar amounts reported represent the net income (or loss) reflected in the Company’s audited financial statements for the applicable year, calculated in accordance with U.S. GAAP. |
Pay Ratio Disclosure
| (6) For purposes of our incentive-compensation programs, adjusted EPS was calculated for 2025 and 2024 by dividing the Company’s net income available to common shareholders for the applicable year, adjusted for certain significant unusual or non-core performance items as determined by the Committee, by the average number of fully diluted common shares outstanding during the year. Because the method of calculating adjusted EPS for 2024 and 2025 differed from the approach used in prior years, the adjusted EPS values for 2021–2023 have been recalculated for purposes of this Pay Versus Performance (“PvP”) table to be consistent with the method of calculation for 2024 and 2025. 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 adjusted 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. Adjusted EPS for purposes of our incentive-compensation programs is a non-GAAP financial measure and excludes securities (gains) losses, goodwill impairments, charitable contributions, FDIC special assessments, discrete tax benefits, legal accruals, and certain other selected items. |
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 the Compensation Discussion and Analysis , the Committee believes our executive-compensation program should be aligned with the interests of shareholders, drive long-term value creation for the Company, and account for the safety and soundness of Truist commensurate with its structure, risk profile, complexity, activities, and size. The Committee selects financial performance measures for incentive compensation which it believes will support achievement of Truist’s enterprise strategic goals, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the PvP table. Compensation Actually Paid and Cumulative TSR The amount of compensation actually paid to the PEOs, Messrs. King and Rogers (as applicable), and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Messrs. King and/or Rogers, as applicable) is generally aligned with the Company’s cumulative TSR over the 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 the majority of NEO compensation is correlated to our stock price, as TSR, and metrics which correlate to TSR, are used throughout our short- and long-term incentive compensation programs, and the value of our equity-based awards is directly tied to Truist’s stock price. As described in more detail in the Compensation Discussion and Analysis , as of December 31, 2025, approximately 92% of the value of target annual compensation awarded to the Chief Executive Officer and 87% of the value of average target annual compensation awarded to the other NEOs consists of equity-based awards and performance-based pay at least partially dependent on performance for TSR, and metrics which correlate to TSR. Compensation Actually Paid and GAAP Net Income
Analysis of the Information Presented in the Pay Versus Performance Table
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Analysis of the Information Presented in the Pay Versus Performance Table
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 programs, such as adjusted EPS, PPNR, and ROTCE. 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 Compensation Discussion and Analysis , as of December 31, 2025, approximately 68% of the value of target annual compensation awarded to the Chief Executive Officer and 66% of the value of average target annual compensation awarded to the other NEOs is performance-based pay largely dependent on financial measures that are calculated using net income as a key element or that have a significant impact on net income. Compensation Actually Paid and Adjusted 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 adjusted EPS over the five years presented in the PvP table, except as discussed below. For purposes of our incentive-compensation programs, adjusted EPS is defined as the Company’s net income available to common shareholders for the applicable year, adjusted for certain significant unusual or non-core performance items, divided by the average number of fully diluted common shares outstanding during the year. The Committee has chosen Adjusted EPS as a primary financial measure in the Company’s AIP award program. In 2025, the Committee determined to use adjusted EPS as a performance metric for the 2025–2027 PSU and LTIP awards. As described in more detail in the , for 2025, approximately 24% of the value of target annual compensation awarded to the Chief Executive Officer and 26% of the value of average target annual compensation awarded to the other NEOs consists of target AIP awards, and approximately 44% of the value of target annual compensation awarded to the Chief Executive Officer and 40% of the value of average target annual compensation awarded to the other NEOs consists of PSU and LTIP awards. Although EPS as adjusted for incentive compensation purposes remained flat in 2024, compensation actually paid increased for the year because of a number of factors, including the successful completion of the TIH sale, the related securities portfolio repositioning, and an expense reduction program as well as the rise in the Company’s stock price during 2024, which caused a large increase in the value of the significant portion of NEO pay comprised of equity awards.
Analysis of the Information Presented in the Pay Versus Performance Table
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Analysis of the Information Presented in the Pay Versus Performance Table
Cumulative TSR of the Company and Cumulative TSR of the Peer Group The Company’s cumulative TSR over the five-year period presented in the PvP table was 29.9%, while the cumulative TSR of the peer group presented for this purpose, the KBW Nasdaq Bank Index (BKX), was 96.0% over the five years presented in the PvP table. See Section 2–Performance on page 48 for additional information on the Company’s performance in 2025. See also Peer Group and Competitive Analysis on page 66 for additional information on the companies that the Committee considers when determining compensation.
Analysis of the Information Presented in the Pay Versus Performance Table
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