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2020 Proxy Statement

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2020 Proxy Statement 2020 Proxy Statement Dear Fellow Owner: Welcome to Truist! We are inviting you to attend the Annual Meeting of Shareholders of Truist Financial Corporation at 11:00 a.m. (EDT) on Tuesday, April 28, 2020. This year’s meeting will be held at the Belk Theater at the Blumenthal Performing Arts Center, 130 N. Tryon Street, Charlotte, North Carolina 28202. Shareholders as of the record date of February 21, 2020 are invited to attend. Last year, we made banking history by combining two forward-looking and like-minded companies – BB&T and SunTrust – to create Truist, a premier financial institution driven by a strong shared culture to accelerate our relentless pursuit of innovation. Now, we have an incredible opportunity to fulfill the Truist purpose to inspire and build better lives and communities. Our merger of equals created the nation’s sixth largest commercial bank, serving 10 million consumer households and a full range of business clients in many of the nation’s highest growth markets. Truist will chart a new course in our industry as we seamlessly blend a high level of personal touch with cutting-edge technology to build a higher level of trust with our clients. We are truly better together. We wanted to take this opportunity to thank President and Chief Operating Officer William H. Rogers, Jr. (“Bill”) for the extraordinary opportunity he has helped create for our shareholders, teammates and communities. As SunTrust’s CEO, Bill’s vision and leadership was essential to build the foundation for successfully bringing together the two great heritages of BB&T and SunTrust. We share similar beliefs that required us to embrace opportunities to disrupt our businesses in times of change in order to drive a sustainable competitive advantage. Separately, on behalf of the Board of Directors, we would like to thank our directors who resigned following the merger with SunTrust: I. Patricia Henry, Louis B. Lynn, William J. Reuter and Tollie W. Rich, Jr. Each lent their incredible support in helping us complete this complex transaction and provided clear guidance and insight along the way. We are better off for their commitment and service to our Company. We are providing proxy materials to our shareholders through the Internet. This method significantly contributes to our sustainability efforts by lowering the cost of our annual proxy campaign and saving paper. We hope this continues to offer you a convenient way to access our proxy materials. Please read this proxy statement carefully because it contains important information about the matters we will vote on at our annual meeting. Even if you plan to attend the meeting, we encourage you to vote your shares in advance by following the voting instructions provided. Every vote is important and we look forward to hearing from you. Sincerely, Kelly S. King David M. Ratcliffe Chairman and Chief Executive Officer Independent Lead Director NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF TRUIST FINANCIAL CORPORATION Date: Time: Place: April 28, 2020 11:00 a.m. EDT Belk Theater 130 N. Tryon Street Charlotte, NC 28202 AGENDA Š Election of the 22 director nominees named in the proxy statement, each for a one-year term expiring at the 2021 Annual Meeting of Shareholders Š Ratification of the appointment of PricewaterhouseCoopers LLP as Truist’s independent registered public accounting firm for 2020 Š Non-binding advisory vote to approve Truist’s executive compensation program Š Shareholder proposal regarding an independent Chairman of the Board of Directors, if properly presented at the Annual Meeting Š Any other business that may properly be brought before the Annual Meeting Record Date: You can vote at the annual meeting if you were a shareholder of record on February 21, 2020. If you are attending the meeting, you will be asked to present proof of stock ownership as of the record date, as well as valid photo identification, such as a driver’s license. By Order of the Board of Directors, Ellen M. Fitzsimmons Chief Legal Officer, Head of Enterprise Diversity and Human Resources, and Corporate Secretary March 17, 2020 Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on April 28, 2020 The solicitation of the enclosed proxy is made on behalf of the Board of Directors for use at the Shareholder Meeting to be held on April 28, 2020. It is expected that this proxy statement and related materials will first be provided to stockholders on or about March 17, 2020. A copy of this proxy statement is available at: http://www.edocumentview.com/TFC. Also available at this website is our 2019 Annual Report, which highlights summary financial information about Truist, and our Annual Report on Form 10-K for the year ended December 31, 2019. TABLE OF CONTENTS PROXY STATEMENT SUMMARY 1 SECTION 4–TRUIST’S EXECUTIVE COMPENSATION PROCESS ................. 55 PROPOSAL 1 – ELECTION OF DIRECTORS 6 SECTION 5–OTHER ASPECTS OF TRUIST’S EXECUTIVE COMPENSATION PROGRAM AND GOVERNANCE PRACTICES ............. 57 DIRECTOR COMMITMENT AND SKILLS ............. 6 BOARD DIVERSITY AND COMPOSITION ............ 8 COMPENSATION AND HUMAN CAPITAL NOMINEES FOR ELECTION AS DIRECTORS FOR A COMMITTEE REPORT ON EXECUTIVE ONE-YEAR TERM EXPIRING IN 2021 ........... 9 COMPENSATION 59 STANDING BOARD COMMITTEE MEMBERSHIP AND LEAD DIRECTOR RESPONSIBILITIES ........ 20 COMPENSATION AND HUMAN CAPITAL CORPORATE GOVERNANCE MATERIALS 24 COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 60 CORPORATE GOVERNANCE PRACTICES .......... 24 CORPORATE GOVERNANCE GUIDELINES .......... 25 COMPENSATION OF EXECUTIVE OFFICERS 61 BOARD LEADERSHIP STRUCTURE ................. 28 BOARD SIZE ........................................ 29 2019 SUMMARY COMPENSATION TABLE ...... 61 NOMINATING AND GOVERNANCE COMMITTEE 2019 GRANTS OF PLAN-BASED AWARDS ..... 62 DIRECTOR NOMINATIONS ........................ 29 2019 OUTSTANDING EQUITY AWARDS AT MAJORITY VOTING AND DIRECTOR RESIGNATION FISCAL YEAR-END ........................... 63 POLICY ........................................... 30 OPTION EXERCISES AND STOCK VESTED IN RELATED PERSON TRANSACTIONS ................ 31 2019 .......................................... 64 DELINQUENT SECTION 16(a) REPORTS .......... 31 2019 PENSION BENEFITS ...................... 65 SHAREHOLDER ENGAGEMENT PROGRAM ......... 32 2019 NON-QUALIFIED DEFERRED COMMUNICATIONS WITH THE BOARD OF COMPENSATION .............................. 66 DIRECTORS ....................................... 33 POTENTIAL PAYMENTS UPON TERMINATION TRUIST’S CULTURE ................................. 33 OR CHANGE OF CONTROL ................... 67 CORPORATE SOCIAL RESPONSIBILITY ............ 34 COMPENSATION OF DIRECTORS 71 ETHICS AT TRUIST .................................. 34 POLICY FOR ACCOUNTING AND LEGAL COMPLAINTS ..................................... 35 PAY RATIO DISCLOSURE 73 RISK OVERSIGHT ................................... 35 STRATEGIC DIRECTION AND PLANNING ........... 36 PROPOSAL 4—SHAREHOLDER PROPOSAL INFORMATION SECURITY/CYBERSECURITY ........ 36 RELATING TO AN INDEPENDENT CHAIRMAN OF THE BOARD OF DIRECTORS 74 STATEMENT OF POLITICAL ACTIVITY .............. 37 PROPOSAL 2 – RATIFICATION OF THE STOCK OWNERSHIP INFORMATION 77 APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 38 VOTING AND OTHER INFORMATION 79 FEES TO INDEPENDENT REGISTERED PUBLIC RECORD DATE AND SHARES ENTITLED TO ACCOUNTING FIRM .............................. 38 VOTE AT THE MEETING ...................... 79 AUDIT COMMITTEE PRE-APPROVAL POLICY ...... 39 QUORUM REQUIREMENTS ..................... 79 AUDIT COMMITTEE REPORT ....................... 39 VOTING PROCEDURES ......................... 79 VOTES REQUIRED,NON-VOTES, PROPOSAL 3 – ADVISORY VOTE TO APPROVE ABSTENTIONS, AND REVOCATIONS ......... 79 TRUIST’S EXECUTIVE COMPENSATION PROGRAM 40 DELIVERING PROXY MATERIALS ............... 80 PROXY COSTS .................................. 80 COMPENSATION DISCUSSION AND ANALYSIS 41 PROPOSALS FOR 2021 ANNUAL MEETING OF SHAREHOLDERS ............................. 80 SECTION 1–EXECUTIVE COMPENSATION OTHER BUSINESS .............................. 81 HIGHLIGHTS ..................................... 41 SECTION 2–OUR EXECUTIVE COMPENSATION ANNEX A – NON-GAAP FINANCIAL MEASURES A-1 PROGRAM ....................................... 48 SECTION 3–OUR EXECUTIVE COMPENSATION PROGRAM PAY DECISIONS ...................... 49 ATTENDING THE ANNUAL MEETING Truist Financial Corporation 214 N. Tryon Street Charlotte, NC 28262 PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this proxy statement for Truist Financial Corporation, which we sometimes refer to as the “Company” or “Truist.” This summary does not contain all the information that you should consider, and you should read this entire proxy statement carefully before you vote. Additional information regarding our 2019 performance can be found in our Annual Report on Form 10-K for the year ended December 31, 2019. Truist Financial Corporation Merger Transaction Effective December 6, 2019, Truist Financial Corporation (previously BB&T Corporation (“BB&T”)) completed the previously announced merger (“Merger”) with SunTrust Banks, Inc. (“SunTrust”), as contemplated by the Agreement and Plan of Merger dated as of February 7, 2019 and amended as of June 14, 2019 (the “Merger Transaction”). At closing, SunTrust merged with and into BB&T, with BB&T surviving the Merger as the surviving corporation followed by a legal name change from BB&T to Truist Financial Corporation. Throughout this proxy statement,
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