ProxyMiner / Diff

TRUIST FINANCIAL CORP TFC

Comparing the 2025 proxy against the 2026 proxy.

← Back to TRUIST FINANCIAL CORP

Compare

From (older)To (newer)

CEO total Δ

+$362,227

+2.6% year-over-year

Peer churn

Members added or dropped across all peer groups

Policy + metric churn

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

Peer Group
— · 0 → 9 members
0 kept · +9 · −0
Added
JPMORGAN CHASE & CO (JPM) · BANK OF AMERICA CORP /DE/ (BAC) · Wells Fargo & Company (NYSE: WFC) · PNC FINANCIAL SERVICES GROUP, INC. (PNC) · TRUIST FINANCIAL CORP (TFC) · CITIZENS, INC. (CIA) · M&T BANK CORP (MTB) · REGIONS FINANCIAL CORP (RF) · TRUIST FINANCIAL CORP (TFC)

Executive pay

Named executive compensation

Executive	Status	From	To	Δ Total	Δ %	Δ At-risk
William H. Rogers, Jr.Chairman and Chief Executive Officer	ChangedCEO	$13,951,543 2024	$14,313,770 2025	+$362,227	+2.6%	-1.3 pp
Kristin LesherSenior Executive Vice President and Chief	Changed	$14,573,637 2024	$6,534,906 2025	-$8,038,731	-55.2%	-11.7 pp
Dontá L. WilsonSenior Executive Vice President and Chief	Changed	$9,669,666 2024	$6,287,512 2025	-$3,382,154	-35.0%	-9.0 pp
Michael B. MaguireSenior Executive Vice President and Chief Financial Officer	Changed	$8,357,035 2024	$5,044,647 2025	-$3,312,388	-39.6%	-8.5 pp
Hugh S. Cummins IIIFormer Vice Chair and Chief Operating Officer	Changed	$8,024,551 2024	$6,693,120 2025	-$1,331,431	-16.6%	-87.4 pp
Bradley D. BenderNamed executive	Added	—	$3,917,304 2025	—	—	—
Consumer and Small Business BankingOfficer	Added	—	$4,770,887 2023	—	—	—

Governance

Policy guardrails

stock ownership guidelines
Removed
present → Not extracted
change in control
Unchanged
Not extracted → Not extracted
“SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS”
clawback
Unchanged
present → present
“Recoupment Policy (the “Recoupment Policy”).”
compensation committee
Unchanged
Compensation and Human Capital Committee → Compensation and Human Capital Committee
“Compensation and Human Capital Committee Report on Executive Compensation”
compensation consultant
Unchanged
independent → independent
“engages an independent compensation consultant to advise on its assessments and determinations”
hedging
Unchanged
prohibited → prohibited
“We prohibit the hedging or pledging of Truist stock by our executive officers and directors”
pledging
Unchanged
prohibited → prohibited
“We prohibit the hedging or pledging of Truist stock by our executive officers and directors”

Performance markers

Metric facts

ceo pay ratio
Changed
149 to 1 → 137 to 1
Numeric delta: -12.00
“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
Changed
$93,785 → $104,397
Numeric delta: +10612.00
“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 …”
relative tsr
Removed
75th percentile → Not extracted
revenue
Changed
$1.00 → Not extracted
“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
Added
Not extracted → 59%
“at our 2025 annual meeting of shareholders, approximately 59% of the votes cast were in favor of our say-on-pay proposal.”
time equity mix
Removed
40% → Not extracted

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

9% shingled-prose overlap between the two filings.

2025: 131,056 chars · 2026: 147,406 chars

Pay Ratio (Item 402(u)):23% overlap (1,756 → 1,552 chars)
Say-on-Pay proposal:0% overlap (1,452 → 423 chars)

2025 proxy on SEC ↗2026 proxy on SEC ↗

Narrative

What actually changed in the CD&A

Sentence-level diff between the two filings. New disclosures appear first, then sentences whose wording shifted, then sentences the prior year had that are no longer present.

700 new168 changed541 removed73 unchanged

changedThis Compensation Discussion and Analysis describes our executive-compensation philosophy and program as applicable to our thefollowingnamed executive officers (“NEOs”) for 2025. officers.
changedOURNAMED EXECUTIVE OFFICERS William H.
newMaguire Kristin Lesher Dontá L.
newWilson Bradley D.
changedBender WilsonChairman and Chief Executive Officer Senior Executive Vice President and Chief Financial Officer Senior Executive Vice President and Chief Wholesale Banking Officer FormerViceChairandChiefOperatingOfficer*Senior Executive Vice President and Chief Consumer and Small Business Banking Officer Senior Executive Vice President and Chief Risk Officer
newFor 2025, our NEOs also include Hugh S.
newCummins III, who served as Vice Chair and Chief Operating Officer of Truist until his resignation for Good Reason on January 13, 2025.
newSee Cessation of Employment of Hugh S.
newCummins III on page 82 for additional information.
newMr. 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.
newEXECUTIVE COMPENSATION PAGE 1—EXECUTIVE-COMPENSATION ALIGNMENT TO SHAREHOLDER FEEDBACK AND INTERESTS 44 Overview of the actions and outcomes that reflect the Compensation and Human Capital Committee’s responsiveness to shareholder feedback and its commitment to aligning pay outcomes with shareholder interests 2—PERFORMANCE 48 Highlights of our performance in 2025 that influenced executive-compensation decisions 3—EXECUTIVE-COMPENSATION FRAMEWORK 49 Summary of our compensation philosophy and goals, and incentive program design 4—ELEMENTS OF EXECUTIVE COMPENSATION IN 2025 50 Outline of the key features of our executive-compensation program and related compensation and governance practices 5—EXECUTIVE-COMPENSATION DECISIONS 53 Insight into the Compensation and Human Capital Committee’s decisions on 2025 compensation for our NEOs 6—PROCESS 64 The roles of the Compensation and Human Capital Committee, management, and our independent compensation consultant; compensation decision timing; and considerations influencing executive-compensation determinations, including our peer group and risk considerations 7—RELATED POLICIES AND PRACTICES 68 Policies related to compensation governance, such as our clawback policies and practices, stock ownership requirements, timing of equity awards, and insider trading, hedging, and pledging restrictions
newSection 1—Executive-Compensation Alignment to Shareholder Feedback and Interests
newResponse to Say-On-Pay Results
newWe have an established history of strong shareholder support for our Company’s executive-compensation program and pay decisions, with an average of 93% support for our say-on-pay proposals from 2020 to 2024.
newHowever, at our 2025 annual meeting of shareholders, approximately 59% of the votes cast were in favor of our say-on-pay proposal.
newOur Board was disappointed by this level of support and took action to better understand and address shareholder perspectives and concerns.
newOur Board also decided to add Mr. Pruzan as a new member to the Compensation and Human Capital Committee (which we refer to in this Compensation Discussion and Analysis as the “Committee”), to provide another independent voice with a background in the compensation programs of global systemically important banks.
newShareholder Engagement on Executive Compensation
newIn light of our 2025 say-on-pay vote result, we made our executive-compensation program and disclosures a priority topic for our 2025 shareholder engagement efforts, welcoming dialogue with both those who supported and those who did not support our say-on-pay proposal at the 2025 annual meeting of shareholders.
newIn the fall of last year, we reached out to 33 institutional shareholders, representing approximately 50% of outstanding shares.
newUltimately, we held 11 meetings with shareholders, more than half of which were with shareholders who did not support our 2025 say-on-pay proposal.
newWe also met with major proxy advisory firms.
newDuring our outreach efforts, a number of shareholders declined engagement or did not respond.
newShareholders representing approximately 14% of outstanding shares explained that they affirmatively declined our engagement because they did not have concerns with our approach to corporate governance or our executive-compensation program.
newManagement from our Human Resources, Investor Relations, Legal, and Sustainability groups attended the meetings.
newOur Lead Independent Director and the incoming Chair of the Committee, Mr. Skains, led approximately 27% of the meetings with shareholders, as well as each of the meetings with the major proxy advisory firms.
newFollowing the meetings, shareholder feedback was reviewed and discussed by the Committee, the Nominating and Governance Committee, and the Board.
newAlthough shareholders generally expressed understanding and support for our overall executive-compensation program, we did receive specific input on two key areas that contributed to a lower say-on-pay vote result in 2025:
new(1) One-time awards made in 2024: Some shareholders shared that the one-time awards granted to certain NEOs in 2024 (which did not include our Chief Executive Officer) triggered or contributed to their decision to vote “against” our 2025 say-on-pay proposal.
newThese shareholders generally understood the awards supported the stability and strategic repositioning of the Company following the sale of Truist Insurance Holdings (“TIH”) and other transformative actions and indicated that related votes “against” say-on-pay would not carry forward to subsequent annual meetings.
new(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.
newThe input we received on these two key areas, along with the range of perspectives and suggestions we received during our shareholder engagement in 2025, informed the Committee’s decision to implement enhancements to our 2025 compensation program and our 2026 Proxy Statement disclosures.
newFeedback and Responsive Actions
newThe following table provides a summary of what we heard from shareholders after our 2025 say-on-pay vote and responsive actions we have taken related to our executive-compensation program.
newWhat We Heard How We Responded One-Time Awards ◾ Most common reason cited for voting “against” our say-on-pay proposal, as a matter of policy.
new◾ Understanding of the specific business needs that drove the decision to grant one-time awards to certain NEOs (which did not include our Chief Executive Officer) in 2024 and indication that related votes “against” say-on-pay would not carry forward.
new◾ Some shareholders specifically asked that the Company not constrain itself with a formal commitment limiting future awards, and no shareholder requested such a commitment.
new◾ Interest in additional information on the Committee’s philosophy for one-time awards to understand when they may be considered in the future.
new◾ The Committee disclosed its philosophy on the use of one-time awards, including that they only be used infrequently and in limited circumstances to achieve business objectives beyond what could be achieved through the annual compensation process.
newSee Philosophy on One-Time Awards on page 49 for additional information.
new◾ No one-time awards were granted to NEOs in 2025.
changed44 | 2026 2025Proxy Statement
newWhat 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.
new◾ Interest in a better understanding of the AIP award program design, including the Committee’s analysis and selection of financial measures thereunder.
new◾ Desire for additional weightings and structure within the AIP award program.
new◾ 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.
new◾ 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.
newSee Annual Incentive Performance Awards on page 53 for additional information.
new◾ Moved to a significantly simplified list of financial measures considered under the structured scorecards for 2025 performance.
newSee 2025 AIP Structured Scorecards on page 54 for additional information.
new◾ 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.
newSee Annual Incentive Performance Awards on page 53 for additional information.
new◾ Our individual performance assessment for NEOs and its impact on AIP award amounts.
newSee Individual Performance on page 56 for additional information.
newOther New and Enhanced Disclosures For 2025, the Committee has provided other new and enhanced disclosures in response to perspectives and suggestions received during our shareholder engagement, reflecting the Committee’s commitment to incorporation of shareholder feedback.
newThe additional enhancements are summarized below.
newRealized Pay Disclosure ◾ Expanded discussion on the alignment between pay and performance, including new disclosure on realized pay to show compensation amounts actually realized by our Chief Executive Officer and to better explain the relationship among compensation outcomes, target compensation, and the SEC rules-based disclosures in the Summary Compensation Table of this proxy statement.
newSee Realized Pay on page 47 for additional information.
newForward- Looking Goals ◾ The Company has not previously described its rationale for not disclosing forward-looking goals related to its long-term incentive compensation program.
newThe Committee has determined not to disclose these goals because the Company does not provide public guidance on all of the particular performance measures underlying the goals.
newChoosing not to disclose this information benefits both the Company and its shareholders by preventing competitors from using this information to the Company’s detriment.
new2025 Incentive-Compensation Program Outcomes
changedFor 2025, the Committee approved incentive-compensation programs structuredscorecardisdesigned to alignwiththeinterestsofshareholders,drive long-term value creation for the Company, franchise,and account for the safety and soundness of Truist commensurate with its structure, risk profile, complexity, activities, and size.
newBy design, our short- and long-term incentive compensation plans utilize different metrics and timeframes.
newAs a result, such plans may have significantly different outcomes in the same year, as they did in 2025.
newThese outcomes were consistent with our results as we performed at expectations for 2025, but our 3-year performance lagged our expectations.
newBased on our 2025 results, our incentive plans paid out as follows:
new2025 AIP AWARDS
new2023–2025 PERFORMANCE STOCK UNIT (“PSU”) AND LONG-TERM INCENTIVE PLAN (“LTIP”) AWARDS
newMetric 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
newFor 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.
changed46 | 2026 2025Proxy Statement
newRealized Pay
newWe 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.
newWe 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.
newAccordingly, 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.
newAs 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.
newDuring this period, Mr. Rogers’s Realized Pay was 60% of his Target Pay in the aggregate.
newMr. 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.
newFor purposes of this section, the following definitions apply:

Removed from 2025

Maguire Kristin Lesher Hugh S.
Cummins III Dontá L.
* Effective January 13, 2025, Mr. Cummins resigned from his position as Vice Chair and Chief Operating Officer as a result of material changes to his responsibilities.
EXECUTIVE COMPENSATION PAGE 1—Executive Summary Overview of the perspectives and views of the Compensation and Human Capital Committee for 2024 38 2—Business and Performance Highlights of our business and performance in 2024 that influenced executive-compensation decisions 40 3—Executive-Compensation Framework Summary of our executive-compensation philosophy and program objectives 42 4—Elements of Executive Compensation Outline of the key features of our executive-compensation program as well as related compensation and governance practices 43 5—Executive-Compensation Decisions Insight into the Compensation and Human Capital Committee’s decisions on 2024 compensation for our named executive officers 46 6—Process The roles of the Compensation and Human Capital Committee, our executive officers, and our compensation consultants; compensation decision timing; and considerations influencing compensation determinations, including our peer group and risk considerations 58 7—Related Policies and Practices Policies related to compensation decisions, such as our clawback policies, stock ownership guidelines, and hedging and pledging restrictions 62
Section 1—Executive Summary
The Compensation and Human Capital Committee (which we refer to in the Compensation Discussion & Analysis as the “Committee”) is committed to an executive-compensation program that is aligned with the interests of shareholders, drives long-term value creation for the franchise, and accounts for the safety and soundness of Truist commensurate with its structure, risk profile, complexity, activities, and size.
Entering 2024, senior management and the Board were evaluating the potential for a transformative strategic move through the sale of our remaining interest in TIH and a balance sheet repositioning to replace TIH’s earnings after closing.
Due to the significance of these transactions for Truist and in alignment with peer practices, the Committee adopted a structured scorecard for the Annual Incentive Performance (“AIP”) award program that established financial and non-financial performance expectations for senior management within the context of this strategic transition.
See “Annual Incentive Performance Awards” beginning on page 46.
For the 2024 long-term incentive awards, recognizing that the sale of TIH would present difficulties in setting quantitative objectives for return on average common equity (“ROACE”), the Committee selected absolute and relative adjusted diluted earnings per share (“EPS”)* growth as the performance measures, subject to minimum capital requirements and a relative total shareholder return (“TSR”) modifier, to emphasize core banking growth over the next three years in creating long-term value for shareholders.
See “Long-Term Incentive Awards” beginning on page 51.
Please see Annex A for the reconciliation from the GAAP amount to the adjusted amount
38 | 2025 Proxy Statement
On May 6, 2024, the sale of TIH closed, and we elected to reposition a portion of the investment securities portfolio, which included the reinvestment of $39.4 billion designed to replace the loss of TIH’s earnings.
With an implied enterprise valuation of $15.5 billion, this divestiture strengthened Truist’s balance sheet by adding 230 basis points of Common Equity Tier 1 (“CET1”) capital and increased tangible book value per share (“TBVPS”)* by 33%.
The transaction and related balance sheet repositioning also created financial flexibility for Truist to decisively pivot to offense in its core wholesale- and consumer-banking businesses.
In addition, on June 28, 2024, we announced that the Board had authorized the repurchase of up to $5 billion of shares of our common stock through the end of 2026 with repurchases expected to begin during the third quarter.
After the successful completion of these strategic initiatives, the Committee focused on leadership continuity and granted one-time leadership awards to Messrs.
Maguire and Wilson to drive future performance and to support continuity.
The awards were structured as Performance Share Units (“PSUs”) that would be earned based on minimum capital requirements and relative TSR performance, each measured over a three-year performance period.
Our Chairman and CEO did not receive such an award.
See “One-Time Performance-Based Leadership Awards” beginning on page 55.
Heading into the end of the year, senior management and the Board continued their work to further crystallize the strategic aim of our more streamlined and strengthened Truist.
Our strategic ambition is to build the top super-regional bank that grows with our clients through care.
Our Strategic Priorities consist of the following.
• Leveraging our capital position by growing and capturing additional share within our high growth markets and existing client base in key focus areas in Wholesale Banking and Consumer and Small Business Banking and in areas, markets, and client solutions where we have invested significantly and have momentum
• In Wholesale Banking, deepening and growing existing client relationships in areas like payments and wealth, enhancing the client digital experience, continuing our momentum in investment banking and trading, and capturing more share of the commercial middle market
• In Consumer and Small Business Banking, growing core deposits, deepening existing relationships with premier clients, enhancing the client digital experience, and driving additional fee and loan growth through our differentiated consumer lending solutions
• Continuing to invest in important areas, including new and existing talent, technology, risk, and cybersecurity, while maintaining our expense discipline with a goal of driving positive operating leverage
• Maintaining our credit and risk discipline
• Returning capital to shareholders through our common stock dividend and share repurchase authorization
• Delivering on our purpose to inspire and build better lives and communities by serving our clients with knowledge and care and supporting our communities.
See “Strategic Direction and Planning” beginning on page 33.
Reviewing 2024, the Committee noted that senior management had successfully negotiated and executed the highly challenging sale of
TIH and subsequent balance-sheet repositioning without losing business and operational momentum.
Adjusted pre-provision net revenue (“PPNR”)* was down only negligibly year-over-year despite the sizeable divestiture, with improvements in PPNR from Wholesale Banking and Consumer and Small Business Banking.
Our capital position was enhanced relative to peers, while the interest-rate-risk position of the firm was meaningfully improved.
The leadership of the firm was enhanced by adding highly talented executives from competitors and appropriately incentivizing select officers already in place.
In all, the Committee concluded that Truist’s senior management ended the year having created long-term value for shareholders and putting Truist in a far better position to continue to create long-term value for shareholders for the foreseeable future.
Please see Annex A for a reconciliation from the GAAP amount to the adjusted amount.
Section 2—Business and Performance
Business Overview
Truist is a purpose-driven financial-services company, dedicated to inspiring and building better lives and communities.
Headquartered in Charlotte, North Carolina, Truist has a leading market share in many of the high-growth markets in the United States and offers a wide range of financial products and services through wholesale- and consumer-banking businesses.
These products and services include:
• Branch, digital, and online banking
• Premier and small-business banking
• National consumer lending
• Commercial and corporate banking
• Investment banking and capital markets
• Commercial real estate
• Payments
• Wealth management
Truist Bank, the largest subsidiary of Truist Financial Corporation, was chartered in 1872 and is the oldest bank headquartered in North Carolina.
Truist Bank is one of the 10 largest commercial banks in the United States and provides banking and trust services for clients through 1,928 offices as of December 31, 2024, and its digital and online platforms.
Through the strategic transition in 2024, we sustained business and operational momentum and delivered strong financial results for shareholders.
The following charts show the key financial measures that reflect execution against our corporate strategy as discussed in the “2024 Key Financial Measures and Strategic Priorities” beginning on page 47.
* Adjusted diluted earnings per share, adjusted net income available to common shareholders, PPNR, and adjusted noninterest expense are non-GAAP financial measures.
Please see Annex A for a reconciliation from GAAP or unadjusted amounts to these adjusted amounts.
** EPS for purposes of our incentive compensation plans differs from adjusted diluted earnings per share as disclosed in our earnings materials, which is shown above.
40 | 2025 Proxy Statement
• Through the sale of our remaining interest in TIH, we created a relative capital advantage—adding 230 basis points of CET1 capital and increasing TBVPS* by 33%—while creating financial flexibility for Truist to drive growth in its core wholesale- and consumer-banking businesses.
• We executed a strategic balance-sheet repositioning, including the reinvestment of $39.4 billion designed to replace TIH’s earnings, while improving the interest-rate-risk position of the firm.
• The Board authorized the repurchase of up to $5 billion of shares of common stock through the end of 2026, and during 2024, we returned $3.8 billion of capital to shareholders through $2.8 billion in common stock dividends and $1.0 billion in share repurchases.
This return of capital amounted to 76% of adjusted net income* for 2024.
• We fulfilled our commitment to limit expense growth while investing in talent, technology, and risk infrastructure.
• We exhibited discipline in managing credit risk and delivered strong results from the loan portfolio.
• We increased wholesale fee income, notably increasing investment banking and trading income by 46%, and enhanced the wholesale digital experience, including enhancements to Truist One View and the unveiling of electronic bill presentment.
• Consumer and Small Business Banking grew net new checking accounts by 103,700, received the largest increase in consumer customer satisfaction among national and super regional banks in J.D.
Power’s National Banking Satisfaction Study, and the number of annual digital banking transactions surpassed 323 million in 2024.
• We completed the divestiture of Sterling Capital Management LLC, an investment-management firm, to Guardian Capital Group Limited as part of our broader efforts to realign and simplify operations.
Compensation Philosophy
Annually the Committee considers and approves a statement of compensation principles.
These principles are grounded in an underlying philosophy that our executive-compensation program emphasizes long-term, performance-based compensation.
• Compensation systems reward performance that supports and drives our strategic objectives, and produces positive business results over the longer term.
• Total compensation includes a mix of performance goals and aligns with shareholder interests by providing a significant percentage of compensation in equity.
• The program promotes balance and discourages imprudent risk taking.
• Total compensation opportunities are established relative to
organizations with which we compete for both talent and shareholder investment and at levels that enable us to attract and retain executives who are critical to our long-term success.
• Compensation opportunities reward strong industry performance and are aligned with internal performance and Truist’s risk management.

More changes truncated for legibility. Open the filings on SEC for full prose.

Cells reading “Not extracted” mean the deterministic extractor didn’t pick up that disclosure for the listed filing — not that it isn’t in the proxy. Open the company workspace and use Ask to query the CD&A directly.