ProxyMiner / Company

TRUIST FINANCIAL CORPTFC

Latest proxy: 2026 · view on SEC ↗ · CIK 0000092230

CEO total pay

$14,313,770

William H. Rogers, Jr. · 2025

Say on pay

59%

Latest disclosed shareholder vote

CEO pay ratio

CD&A

137 to 1

Median employee: $104,397

Compensation committee

CD&A

Compensation and Human Capital Committee

Per the latest proxy

Filings indexed: 2 · 2026 · 2025

Executive pay

What did they pay them?

From the Summary Compensation Table. Pay mix and YoY are computed from these rows.

ExecutiveRoleTotalYoYPay mixSalaryStockCash incentiveOther
William H. Rogers, Jr.2025 compensation
Chairman and Chief Executive Officer
$14,313,770↑ 3%
87% at-risk
$1,200,000$7,275,126$4,095,000$461,576
Michael B. Maguire2025 compensation
Senior Executive Vice President and Chief Financial Officer
$5,044,647↓ 40%
82% at-risk
$762,500$2,265,039$1,669,414$100,379
Hugh S. Cummins III2025 compensation
Former Vice Chair and Chief Operating Officer
$6,693,120↓ 17%
0% at-risk
$54,965——$6,188,702
Kristin Lesher2025 compensation
Senior Executive Vice President and Chief
$6,534,906↓ 55%
83% at-risk
$770,833$3,515,080$1,656,563$313,165
Dontá L. Wilson2025 compensation
Senior Executive Vice President and Chief
$6,287,512↓ 35%
82% at-risk
$770,833$2,526,373$1,616,263$126,864
Bradley D. Bender2025 compensation
Named executive officer
$3,917,304
81% at-risk
$675,833$1,636,762$1,285,200$14,000

Pay mix: base cash incentive equity other

CD&A excerpt

Compensation discussion & analysis

Opening passage of the loaded filing's CD&A. Use Ask below to query the full text with citations.

This Compensation Discussion and Analysis describes our executive-compensation philosophy and program as applicable to our named executive officers (“NEOs”) for 2025. NAMED EXECUTIVE OFFICERS William H. Rogers, Jr. Michael B. Maguire Kristin Lesher Dontá L. Wilson Bradley D. Bender Chairman and Chief Executive Officer Senior Executive Vice President and Chief Financial Officer Senior Executive Vice President and Chief Wholesale Banking Officer Senior Executive Vice President and Chief Consumer and Small Business Banking Officer Senior Executive Vice President and Chief Risk Officer For 2025, our NEOs also include Hugh S. Cummins III, who served as Vice Chair and Chief Operating Officer of Truist until his resignation for Good Reason on January 13, 2025. See Cessation of Employment of Hugh S. Cummins III on page 82 for additional information. Mr. Cummins was not eligible to participate in our executive-compensation program for 2025 and has therefore been excluded from the sections of this Compensation Discussion and Analysis that are specific to the 2025 executive-compensation program. The Compensation Discussion and Analysis is organized into the following sections. EXECUTIVE COMPE…

Read the full CD&A on SEC.gov ↗

Peer comparison

Who they benchmark against

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Governance

Policy guardrails

  • hedging

    prohibited

    “We prohibit the hedging or pledging of Truist stock by our executive officers and directors”

  • pledging

    prohibited

    “We prohibit the hedging or pledging of Truist stock by our executive officers and directors”

  • clawback

    present

    “Recoupment Policy (the “Recoupment Policy”).”

  • change in control

    SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS

    “SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS”

  • compensation consultant

    independent

    “engages an independent compensation consultant to advise on its assessments and determinations”

  • compensation committee

    Compensation and Human Capital Committee

    “Compensation and Human Capital Committee Report on Executive Compensation”

Performance markers

Metric facts

  • revenue

    —

    “towards Truist’s financial results, strategic priorities, risk posture, and cultural alignment during 2025 warranted a positive adjustment to the overall Company performance results under the AIP. Financial and Strategic…”

  • say on pay

    59%

    “at our 2025 annual meeting of shareholders, approximately 59% of the votes cast were in favor of our say-on-pay proposal.”

  • ceo pay ratio

    137 to 1

    “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 Compensati…”

  • median employee compensation

    $104,397

    “December 31, 2024. 82 | 2026 Proxy Statement 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 …”

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