TRUIST FINANCIAL CORP

Who Makes Executive-Compensation Decisions

ROLE OF COMPENSATION AND HUMAN CAPITAL COMMITTEE

The Committee administers Truist’s compensation program for named executives in a manner consistent with our Purpose, Mission, Values, and compensation philosophy. The Committee’s authority and responsibilities are set forth in its charter and include:

In making compensation decisions, the Committee uses several resources and tools, including the services of a compensation consultant. The Committee engaged Meridian Compensation Partners, LLC as the Committee’s independent compensation advisor through October 31, 2024, and engaged and appointed Farient Advisors LLC as the Committee’s independent compensation advisor beginning on November 1, 2024 (each, for the relevant periods, the “compensation consultant”). The Committee also considers summary analyses of total compensation delineating each compensation element (sometimes referred to as “tally sheets”), an assessment of executive risk outcomes (which is reviewed and approved by the Risk Committee), competitive benchmarking, and a review of the Company’s internal control effectiveness.

Performance Adjustments

The Committee retains discretion to make adjustments to our performance, as well as the reported results from members of our peer group, for purposes of performance-based compensation awards.

Unless otherwise indicated, discussions of 2024 performance for compensation purposes in this proxy statement include these adjustments made by the Committee.

ROLE OF MANAGEMENT

The Committee periodically receives reports from our Chief Audit Officer, the head of our internal audit function, regarding our internal controls. After review and approval by the Risk Committee of the executive risk outcomes assessment, the Committee also receives reports from our Chief Risk Officer on our executive risk outcomes assessment for the Company and individual executives. The purpose of these reports is to allow the Committee to evaluate our current risk environment and internal control positions relevant to incentive compensation, and to take these issues into consideration when determining short-term incentive compensation.

The CEO is also involved in compensation determinations for executive officers, other than himself, including for each of the other named executives, and makes recommendations to the Committee. The CEO is in the best position to assess the performance of the other executive officers, and he plays an important role in the compensation setting process for executive officers. Ultimately, however, decisions about individual compensation elements and total compensation of all executive officers are made by the Committee, based primarily on the executive officer’s performance and our overall performance, with consideration of the business environment in which the results were achieved. In addition, the Risk Committee provides input with respect to, and approves the compensation of, the Chief Risk Officer, and the Audit Committee provides input with respect to, and approves the compensation of, the Chief Audit Officer.

ROLE OF COMPENSATION CONSULTANT

The Committee engaged each of the compensation consultants to provide market reference perspective and serve as an advisor during their respective terms. 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 each of the compensation consultants is independent and whether the engagements presented any conflicts of interest. In conducting this review, the Committee noted that each of the compensation consultants (i) provides or provided no services to Truist other than compensation consulting, (ii) has or had no personal or business relationships with members of our Board or executive officers, (iii) does or did not directly own any shares of Truist stock, and (iv) retains or retained a written policy designed to avoid conflicts of interest that may arise. Each of the compensation consultants determined that they were independent from our management and confirmed this in a written statement provided to the Chair of the Committee.

During 2024, the compensation consultant provided the following services to the Committee:

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:

When Compensation Decisions are Made

Key Considerations for Compensation Decisions

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 holding companies each year to serve as the peer group. The Committee evaluates its peer group on an annual basis.

In evaluating the peer group, the Committee considers a number of factors, including industry and business mix, regulatory oversight, assets, revenues, and market capitalization. The Committee believes it is important for the peer group to focus on other banks for performance comparisons and as our primary market for executive talent. However, the Committee recognizes that there are currently only two regional banks similar to our size (i.e., withinone-half to two times our assets and revenues) 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 peer group consisting of the following 10 companies. 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 does not target pay at a specific percentile of peers.

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. The Committee establishes pay levels for each executive that are appropriate based on market data as well as other critical factors, including each executive’s specific role, performance, experience, expertise, internal pay comparisons, and relative responsibilities of the named executives.

SHAREHOLDER FEEDBACK

The Committee considers feedback from shareholders received during Truist’s annual shareholder engagement outreach and the results of the shareholder advisory“say-on-pay” vote in its oversight of Truist’s executive-compensation program. In 2024, the executive compensation for our named executives received support from approximately 89% of the votes cast at the annual shareholders meeting. In addition, we proactively discussed the changes made to our executive-compensation program and the one-time performance-based Leadership Awards granted in 2024 during our fall 2024 shareholder engagement outreach. For more information regarding our Shareholder Engagement program, see “Shareholder Engagement Program” beginning on page 28.

RISK CONSIDERATIONS IN SETTING COMPENSATION

We expect all executive officers to exhibit the highest levels of ethics and demonstrate best practices to discourage unnecessary or excessive risk taking when conducting activities on behalf of Truist. The Committee routinely considers whether our executive-compensation program encourages unnecessary or excessive risk taking, with the goal of designing an executive-compensation program to encourage prudent risk management and discourage inappropriate risk-taking by offering a balanced portfolio of compensation opportunities to our named executives that is expected to reward the creation of shareholder value over time.

When determining short-term incentive compensation, and consistent with regulatory guidance, the Committee evaluates our current risk environment and internal control structure relevant to incentive compensation and reviews an executive risk outcomes assessment and other reports. The Committee also receives reports from our Chief Audit Officer regarding the effectiveness of our overall system of internal controls.

Balanced Compensation Elements

The Committee believes that having market-competitive fixed base salaries discourages inappropriate risk-taking. In addition, executives have a significant proportion of compensation provided in the form of equity awards, such as PSUs and RSUs that have performance and vesting features that extend over several years. Additionally, LTIP awards are based on our performance over a three-year period, encouraging our named executives to focus on long-term performance, rather than just annual results, and further reducing risk-taking that is likely to produce only short-term benefits and allowing sufficient time 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 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. 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 2024 PSU and RSU awards, the Committee used the closing price of our common stock on the grant date to determine the number of PSU and RSU awards that were granted. 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 adjust, if necessary, the short-term incentive compensation of each named executive. In March 2024, the Committee amended the Executive Risk Outcomes Assessment Policy to enhance the process, focusing on strengthening the linkage between risk management and effectiveness and the overall performance of executive and senior leaders. The executive risk outcomes assessment now 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 addition to the CEO, the executive risk outcomes assessment is now applicable to both direct reports to the CEO and their direct reports, a population that has the most direct impact on Truist’s risk and control environment. 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 Risk Committee reviews and approves the assessment before the outcomes are presented to the Committee.

The executive risk outcomes assessment:

The Committee believes that the executive risk outcomes assessment is an important element to appropriately balance incentive compensation at the executive officer level based on risk. The use of this executive risk outcomes assessment has been discussed with our regulators as an additional way to conform to incentive compensation guidance and best practices.

REGULATORY CONSIDERATIONS IN SETTING COMPENSATION

Banking regulators have provided input on and 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 is considered in the design and implementation of our executive-compensation programs. The Committee continues to assess our pay practices to balance risks and meet stakeholder expectations with our commitment to link named executive pay to our performance while maintaining executive-compensation programs that are market competitive and shareholder aligned.