Truist Financial Corp DEF 14A: Executive Pay & Governance

Ticker: TFC-PR · Form: DEF 14A · Filed: Mar 11, 2024 · CIK: 92230

Truist Financial Corp DEF 14A Filing Summary
FieldDetail
CompanyTruist Financial Corp (TFC-PR)
Form TypeDEF 14A
Filed DateMar 11, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$2.1 billion, $5 billion
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

TL;DR

Truist's 2023 DEF 14A is out - check exec comp for Rogers & King, plus dividend payouts on stock awards.

AI Summary

Truist Financial Corp filed a DEF 14A with the SEC on March 11, 2024, detailing executive compensation and corporate governance matters for the fiscal year ending December 31, 2023. The filing includes information on compensation for key executives such as Mr. William H. Rogers Jr. and Mr. Kelly S. King, and reports on the value of dividends and earnings paid on stock or option awards.

Why It Matters

This filing provides crucial insights into how Truist Financial compensates its top executives and the governance structures in place, which can influence investor confidence and company strategy.

Risk Assessment

Risk Level: medium — DEF 14A filings are routine but can reveal significant details about executive compensation and corporate governance that may impact stock performance.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Reporting period for executive compensation and financial data.)
  • 20240311 — Filing Date (Date the DEF 14A was submitted to the SEC.)

Key Players & Entities

  • TRUIST FINANCIAL CORP (company) — Filer
  • Mr. William H. Rogers Jr. (person) — Executive
  • Mr. Kelly S. King (person) — Executive
  • BB&T CORP (company) — Former Company Name
  • SOUTHERN NATIONAL CORP /NC/ (company) — Former Company Name

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes on important corporate matters, including the election of directors and executive compensation.

Who are the key individuals mentioned in relation to executive compensation for the 2023 fiscal year?

Mr. William H. Rogers Jr. and Mr. Kelly S. King are specifically mentioned in relation to executive compensation and awards for the 2023 fiscal year.

What specific types of compensation are detailed for executives?

The filing details the value of dividends or other earnings paid on stock or option awards, as well as prior service costs and the fair value of equity awards at the end of the prior year that failed to meet vesting conditions.

When was Truist Financial Corp previously known by other names?

Truist Financial Corp was formerly known as BB&T CORP (name change effective 19970527) and Southern National Corp /NC/ (name change effective 19920703).

What is the reporting period covered by this DEF 14A filing?

The filing covers the fiscal year ending December 31, 2023, with data also referencing the prior year's fiscal period (ending December 31, 2022) for comparative purposes.

Filing Stats: 4,422 words · 18 min read · ~15 pages · Grade level 15.9 · Accepted 2024-03-11 06:08:18

Key Financial Figures

  • $2.1 billion — s in many ways, including by committing $2.1 billion to support more than 15,000 units of af
  • $5 billion — ader consumer business; (3) selling our $5 billion student loan portfolio at net carrying

Filing Documents

Executive compensation summary

Executive compensation summary 42 Section 2—

Executive compensation philosophy and program elements

Executive compensation philosophy and program elements 48 Section 3—

Executive compensation program pay decisions

Executive compensation program pay decisions 51 Section 4—

Executive compensation process—decision inputs and roles

Executive compensation process—decision inputs and roles 59 Section 5— Other compensation and benefits policies and practices 62 Compensation and Human Capital Committee Report on Executive Compensation 64 Compensation and Human Capital Committee Interlocks and Insider Participation 64 Compensation of Executive Officers 65 2023 Summary compensation table 65 2023 Grants of plan-based awards 67 2023 Outstanding equity awards at fiscal year-end 68 Option exercises and stock vested in 2023 69 2023 Pension benefits 70 2023 Non-qualified deferred compensation 71 Potential payments upon termination or change of control 72 Pay Ratio Disclosure 78 Pay Versus Performance 79 Proposal 4—Shareholder Proposal Regarding An Annual Report on Lobbying Activities 83 84 Proposal 5—Shareholder Proposal Regarding A Report on Board Oversight of Risks Related to Discrimination 85 86 Stock Ownership Information 87 Director phantom shares 88 Voting and Other Information 89 Record date and shares entitled to vote at the meeting 89 Quorum requirements 89 How to vote 89 How to attend the annual meeting 90 Votes required, non-votes, abstentions and revocations 90 Delivering proxy materials 90 How to request and receive a paper or email copy 91 Proxy costs 91 Proposals for the 2025 annual meeting of shareholders 91 Other business 92 Cautionary note regarding forward-looking statements 92 Annex A – Non-GAAP Financial Measures 93 Table of Contents Truist Financial Corporation 214 N. Tryon Street Charlotte, NC 28202 PROXY STATEMENT Summary This summary highlights information contained elsewhere in this proxy statement for Truist Financial Corporation, which is sometimes referred to as the "C

executive compensation

executive compensation Majority of votes cast VOTE FOR 41 4 If properly presented, shareholder proposal regarding an annual report on lobbying activities Majority of votes cast VOTE AGAINST 83 5 If properly presented, shareholder proposal regarding a report on Board oversight of risks related to discrimination Majority of votes cast VOTE AGAINST 85 2024 Proxy Statement| 1 Table of Contents Proxy Statement Summary How to Vote Proxy Voting Methods Internet Telephone Mail During the Annual Meeting Go to www.proxyvote.com and follow the instructions on the website. Call 1-800-690-6903 and follow the instructions on the proxy card or your voting instruction form Sign, date and mail your proxy card or your voting instruction form While we encourage you to vote before the meeting, shareholders may vote online during the meeting by following the instructions on page 89. Shareholders of record on the Record Date may vote at the Annual Meeting. Only one class of our common stock exists, and each share is entitled to one vote. "Shareholders of record" or "registered shareholders" have shares of our common stock registered in their names with our transfer agent, Computershare Trust Company, N.A. "Beneficial owners," in contrast, own shares of our common stock that are held in "street name" through a broker, bank, or other nominee. Beneficial owners generally cannot vote their shares directly and must instead instruct their brokers, banks, or other nominees how to vote the shares. If you are a beneficial owner of our common stock, your proxy is being solicited through your broker, bank, or other nominee. Attending the Annual Meeting If you are a registered shareholder or beneficial owner on the Record Date or are a duly authorized proxy holder of such a registered shareholder or beneficial owner, you may attend the Annual Meeting and will be allowed to submit questions online before and during the Annual Meeting. You wil

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