Dear Fellow Shareholder:Owner:
You are cordially invitedWe’re inviting you to attend the Annual Meeting of Shareholders of BB&TTruist Financial Corporation on April 25, 2023, at 11:00 a.m. (EDT) on Tuesday, April 24, 2018.Eastern Time. This year’s meeting will be a “hybrid” meeting, meaning it will be held in Winston-Salem,person at Truist Center, Innovation and Technology Center, 14th Floor, 214 N. Tryon Street, Charlotte, North Carolina, with concurrent virtual participation for shareholders who choose not to be physically present. Shareholders who choose to attend the meeting online may vote their shares and submit questions during the meeting by visiting the website at the Benton Convention Center, 301 West Fifth Street. Shareholderswww.virtualshareholdermeeting.com/TFC2023. All shareholders as of the close of business on the record date of February 14, 201816, 2023 are invited to attend.attend the Annual Meeting.
2022 was a pivotal year for Truist. We continued to lean into our purpose to inspire and build better lives and communities as we completed our final merger milestones and successfully shifted our focus to executional excellence and purposeful growth.
We showed care for our teammates with an industry-leading minimum wage increase, created new ways to meet our clients’ needs through initiatives like Truist One Banking, and enhanced digital offerings like Truist Invest and Truist Trade. And we supported our communities in many ways, including announcing a $120 million commitment to small businesses and moving quickly to help areas in need in the aftermath of Hurricanes Ian and Nicole.
I look forward to further realizing the company’s potential in 2023 as we fully leverage our increased capacity, expanded capabilities, and talent to actualize our purpose.
Once again, we are again providing proxy materials to many of our shareholders primarily through the Internet. We have found this process significantly contributesinternet to oursupport Truist’s sustainability efforts by lowering the cost of our annual proxy campaignsaving paper and saving paper.reducing costs. We hopebelieve this continues towill offer you a convenient way to access ourTruist’s proxy materials. This year, shareholders will be able to submit questions both live and in advance of the Annual Meeting. Please read the 2018this proxy statement carefully becauseas it contains important information about the Annual Meeting and the matters on which we will vote on at our annual meeting.ask for your vote.
Separately, on behalf of the Board of Directors, we would like to thank recently retired directors James A. Faulkner and Stephen T. Williams for their service and contributions to our company. Both were instrumental in guiding us through the changing economic and regulatory landscape of the financial crisis and we have greatly benefited from their reliable judgment and commitment to our vision and mission.
Even if you plan to attend the meeting, weWe encourage you to vote your shares in advance (1) through the internet, (2) by followingphone, or (3) if you received your proxy materials by mail, by signing, dating, and returning the enclosed proxy card or voting instructions provided.instruction form in the envelope provided for your convenience. If you submit your proxy before the Annual Meeting, but later decide to attend the Annual Meeting, you may still vote at the meeting if you follow the proper procedures described in the accompanying materials. Every vote is important, and we look forward to hearing from you.
Thank you for your support in helping Truist inspire and build better lives and communities.
Sincerely,
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William H. Rogers, Jr. Chairman and Chief Executive Officer | Thomas E. Skains Independent Lead Director | ||
NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS OF
BB&TTRUIST FINANCIAL CORPORATION
April 25, 2023 11:00 a.m. Eastern Time | Location:
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AGENDA
Election of the |
Ratification of the appointment of |
Non-binding advisory vote to approve |
Non-binding advisory vote on the frequency of |
Shareholder proposal |
Any other business that may properly be brought before the |
Annual Meeting |
You can vote at the Annual Meeting if you were a shareholder of record at the close of business on February 16, 2023.
The hybrid Annual Meeting will be held in person at Truist Center, Innovation and Technology Center, 14th Floor, 214 N. Tryon Street, Charlotte, North Carolina and online. If you are attending the meeting in person, 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. To attend the Annual Meeting online, vote, and submit your questions virtually during the Annual Meeting, please visit www.virtualshareholdermeeting.com/TFC2023. You will log into the virtual Annual Meeting by entering your name, a valid email address and unique 16-digit control number found on your Notice of Internet Availability, proxy card or voting instruction form.
By Order of the Board of Directors,
Ellen M. Fitzsimmons
Chief Legal Officer, Head of Public
Affairs and Corporate Secretary
March 13, 2023
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on April 25, 2023:
The solicitation of the enclosed proxy is made on behalf of the Board of Directors for use at the Annual Meeting to be held on April 25, 2023. A copy of this proxy statement, our 2023 Annual Report, and our 2022 Form 10-K are available at: www.proxyvote.com.
Table of Contents
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March 15, 2018
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Forbes ranked BB&T as the top large bank among America’s Best Large Employers for 2017. Named on the FORTUNE “World’s Most Admired Companies®” list in the superregional bank category in 2017. BB&T has been named one of the 2017 Best Banks in America by Forbes. BB&T received 24 Greenwich Excellence Awards in Small Business and Middle Market Banking from Greenwich Associates for our overall satisfaction and outstanding client service in 2017. BB&T was recognized as a ‘Contender’ in Javelin Strategy & Research’s 2017 Mobile Banking Awards in the Functionality category among the nation’s top 28 financial institutions. The U.S. Small Business Administration honored BB&T as the 2017 SBA Export Lender of the Year for large lending institutions. BB&T achieved the highest possible score of 100 on the Human Rights Campaign Foundation’s Corporate Equality Index for 2018, reflecting BB&T’s adherence to policies and practices that increase inclusion for lesbian, gay, bisexual and transgender employees. BB&T was named a 2017 Corporate Champion by the Women’s Forum of New York for having 25 percent or more women on our corporate board. BB&T is one of the top five mobile bank apps in the 2017 Global Market Intelligence Mobile Bank App ranking.
Proxy Statement Summary
Truist Financial Corporation
214 N. Tryon Street
Charlotte, NC 28202
PROXY STATEMENT
Summary
This summary highlights information contained elsewhere in this proxy statement for BB&TTruist Financial Corporation, which we sometimes refer to as the “Corporation”“Company” or “BB&T.“Truist.” This summary does not contain all of the information that you should consider, and you should read this entire proxy statement carefully before you vote. Additional information regarding our 20172022 performance can be found in our Annual Report on Form10-K. 10-K for the year ended December 31, 2022. The proxy materials were first made available to shareholders on or about March 13, 2023.
2018The 2023 Annual Meeting of Shareholders of Truist Financial Corporation (the “Annual Meeting”) will be a “hybrid” meeting, meaning it will be held in person in Charlotte, North Carolina, with concurrent virtual participation for shareholders who choose not to be physically present. While Truist has a long history of holding our annual shareholder meetings in-person, we believe that, in light of recent global circumstances, virtual access to shareholder meetings continues to provide expanded shareholder access and participation while protecting the health and safety of our shareholders and teammates.
2023 Annual Meeting of Shareholders
Time and Date April 25, 2023 11:00 a.m. Eastern Time | In-Person Location Truist Center Innovation and Technology Center – 14th Floor 214 N. Tryon Street Charlotte, North Carolina Virtual Location www.virtualshareholdermeeting.com/TFC2023 | Record Date At close of business February 16, 2023 | ||
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Proposals and Voting Recommendations
Shareholders will vote on the following five proposals:
| Proposal No. | Description | Votes Required | Board Recommendation | Page | ||||
1 | Election of 21 director | Majority of votes cast for each nominee | VOTE FOR EACH NOMINEE
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2 | Ratify the appointment of our | Majority of votes cast | VOTE FOR
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3 | Advisory vote to approve | Majority of votes cast | VOTE FOR
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4 | Advisory vote on | Majority of votes cast | VOTE FOR EVERY ONE YEAR
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5 | Shareholder proposal | Majority of votes cast | VOTE AGAINST
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Proxy Statement Summary
How to Vote
Proxy Voting Methods
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How to Vote the instructions on page 96.
A proxy card that is signed and dated, but which does not contain voting instructions, will be voted as recommended by our Board of Directors on each proposal.
Attending the Annual Meeting
The Company’s Annual Meeting will be conducted through a hybrid meeting model: in person and online.
If you are a registered shareholder or beneficial owner of common stock holding shares at the close of business on February 16, 2023 (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 ask questions in-person or online before and during the Annual Meeting. Shareholder registration both online and in person will begin at 10:45 a.m. Eastern Time on April 25, 2023, and you should allow ample time for registration procedures.
Shareholders attending the Annual Meeting in person will be required to demonstrate that they were shareholders of record on the Record Date or a duly authorized proxy of such a shareholder. If you are a shareholder of record and received your proxy materials (or Notice of Internet Availability) by mail, your admission ticket is attached to your proxy card (or Notice of Internet Availability). If you received your proxy materials by e-mail and voted your shares electronically via the internet, you may obtain an admission ticket by clicking on the “Attend a Meeting” link at www.proxyvote.com. If you are a beneficial owner, bring the notice or voting instruction form you received from your bank, brokerage firm or other nominee for admission to the meeting. You may also bring your brokerage statement reflecting your ownership of common stock as of February 16, 2023 with you to gain admission to the meeting. Large bags, cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting, and individuals not complying with this request are subject to removal from the Annual Meeting.
Shareholders will be able to attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/TFC2023 and logging in by entering your name, a valid email address and the 16-digit control number found on your proxy card, Notice of Internet Availability, or voting instruction form, as applicable. You may log into and attend the Annual Meeting online beginning at 10:45 a.m. Eastern Time on April 25, 2023. The Annual Meeting will begin promptly at 11:00 a.m. Eastern Time. Attendance at the Annual Meeting online is subject to capacity limits set by the virtual meeting platform provider. To submit questions in advance of the Annual Meeting, visit www.proxyvote.com before 11:59 p.m. Eastern Time on April 24, 2023 and enter your 16-digit control number.
Shareholders who participate in the Annual Meeting virtually by way of the link provided above will be deemed to be “present in person,” as such term is used in this proxy statement, including for purposes of determining a quorum and counting votes.
For additional information on voting, attendance and submitting questions for the Annual Meeting, please see the sections entitled “How to Vote” and “How to Attend the Annual Meeting” beginning on page 96 of this proxy statement.
Even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance online, or if you received or requested printed copies of the proxy materials, by phone or by mail, to ensure that your vote will be represented at the Annual Meeting.
No recording of the Annual Meeting is permitted, including audio and video recording.
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Proxy Statement Summary
Truist’s Purpose
Truist’s purpose is to inspire and build better lives and communities. We aspire to be a purpose driven financial services institution dedicated to building a better future for clients, teammates, and communities.
Leadership Structure Changes
Last year, Truist made several Executive Leadership changes as we continue to execute our long-term strategies.
| • | In January 2022, Denise DeMaio was appointed as Chief Audit Officer, effective February 28, 2022. She succeeded Dale Jeanes, who retired after more than 33 years of distinguished service to the Company. |
| • | In March 2022, Vice Chair, Hugh S. Cummins III, was given expanded responsibilities, including leadership of Truist’s Corporate Development Group, which includes Truist Ventures, and the Truist Integrated Relationship Management team. |
| • | On March 16, 2022, Truist announced that Dontá L. Wilson would lead Retail, Small Business and Premier Banking for Truist as the Chief Retail and Small Business Banking Officer. In this role, Mr. Wilson oversees Truist’s branches across the Southeast, Mid-Atlantic, and Texas; along with contact centers; ATMs; mortgage; card-based services; retail payments; deposit and loan products; retail and small business loan approval channels; marketing; client analytics; client experience strategy; and digital banking, which includes digital sales, transformation, innovation and strategy. |
| • | In May 2022, Daryl N. Bible announced his retirement from the position of Chief Financial Officer. On September 15, 2022, Michael B. Maguire was appointed to the role of Chief Financial Officer after most recently serving as Chief Consumer Finance and Payments Officer. |
| • | In September 2022, Clarke R. Starnes III was appointed to the additional role of Vice Chair in connection with being given (a) additional leadership responsibilities, including oversight of the corporate function responsible for procurement, third-party risk management, supplier diversity, and unclaimed property and escheatment businesses, and the finance-risk data analytics office tasked with the implementation of the data management framework for Risk, Finance, ESG and sustainability, and (b) oversight of the Corporate Security group and the Wholesale and Retail Credit Risk modeling team. |
In addition, in February 2023, Truist announced that it had reached a definitive agreement to votingsell a 20% minority stake in person atits insurance brokerage subsidiary, Truist Insurance Holdings, Inc. (“TIH”), to an investor group led by Stone Point Capital LLC and that in connection with this transaction, John M. Howard will continue as Chief Executive Officer of TIH, reporting to Truist Chief Executive Officer, William H. Rogers, Jr., but Truist will shift some of his enterprise-wide responsibilities in order to support focus on maximizing the annual meeting, shareholders may also vote the following ways:success of TIH.
The members of our eleven-person Executive Leadership team are:
| • | Scott E. Case: Chief Information Officer |
| • | Hugh S. “Beau” Cummins III: Vice Chair |
| • | Denise M. DeMaio: Chief Audit Officer |
| • | Ellen M. Fitzsimmons: Chief Legal Officer, Head of Public Affairs and Corporate Secretary |
| • | Michael B. Maguire: Chief Financial Officer |
| • | Kimberly Moore-Wright: Chief Teammate Officer and Head of Enterprise Diversity |
| • | William H. Rogers, Jr.: Chairman and Chief Executive Officer |
| • | Clarke R. Starnes III: Vice Chair and Chief Risk Officer |
| • | Joseph M. Thompson: Chief Wealth Officer |
| • | David H. Weaver: Chief Commercial Community Banking Officer |
| • | Dontá L. Wilson: Chief Retail and Small Business Banking Officer |
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BB&T Corporation | 2018 Proxy Statement 1
Proxy Statement Summary
Shareholder Engagement and Compensation and Governance Highlights
Shareholder engagement plays an important part in our executive compensation and corporate governance programs. These discussions with our shareholders guide many of our compensation and governance actions.
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2 BB&T Corporation | 2018 Proxy Statement
Proxy Statement Summary
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BB&T Corporation | 2018 Proxy Statement 3
Proxy Statement Summary
2017 BB&T2022 Financial Performance and AchievementsHighlights*
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* Adjusted Diluted EPS, Adjusted Pre-Provision Net Revenue (PPNR), Adjusted Operating Leverage, Adjusted Return on Average Tangible Common Equity (ROTCE), and Adjusted Efficiency Ratio are non-GAAP financial measures. Please see Annex A for a reconciliation from GAAP amounts (Earnings Per Share, Pre-Provision Net Revenue, Operating Leverage, Return on Average Common Equity and Efficiency Ratio) to these adjusted amounts. The peer figures presented in the “ROCE and Adjusted ROTCE” and “Efficiency Ratio (Adjusted)” tables above reflect the adjusted ROTCE and adjusted efficiency ratio for such peers.
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Proxy Statement Summary
2022 Key Accomplishments
In 2022, we continued to live our purpose to inspire and build better lives and communities. Some purposeful activities included:
| • | We exceeded the $60 billion 3-year 2020-2022 Community Benefits Plan lending and investment commitments. |
| • | Truist Community Capital committed over $2 billion to support affordable housing and community development efforts. |
| • | We increased U.S. minimum wage to $22 per hour for eligible teammates effective October 1, 2022 to attract and retain top talent, were named a “Top 100” performer within Just Capital’s new 2022 Workforce Equity and Mobility Ranking, were recognized as a Top 50 employer by Equal Opportunity Magazine, and were named one of Forbes Best Employers for New Graduates and Best Employers for Diversity. |
| • | Together with the Truist Foundation and the Truist Charitable Fund, we committed $120 million to help historically underserved small businesses gain access to capital and technical assistance, and we provided disaster relief, humanitarian aid, and volunteerism to our impacted teammates, clients, and communities in response to Hurricane Ian, including $1.25 million in grants from the Truist Foundation. |
| • | We exceeded our objective for ethnically diverse senior leadership roles one year early with continued aspirations for growth and surpassed our 10% spend goal with diverse suppliers. |
| • | Launched Truist One Banking—a new approach to the checking account experience, designed to address clients’ direct feedback: provides accounts with no overdraft fees and other solutions to help clients grow and achieve financial success. |
| • | We launched our new Truist Assist, an AI-enhanced virtual assistant within our mobile banking app and online banking platform, combining innovative technology with personalized human touch to enhance the client experience. |
| • | We launched our state-of-the-art Innovation and Technology Center at our Charlotte headquarters to support our ongoing efforts to transform the client experience. |
| • | We published the 2021 Truist ESG & CSR Report, expanding our ESG and sustainability disclosures and highlighting the significant steps we have taken to meet and exceed our ESG and sustainability goals, including progress on our 2030 goals to reduce Scope 1 and Scope 2 emissions by 35% each and to reduce water consumption by 25%, relative to 2019, and we announced our goal to achieve net zero greenhouse gas emissions by 2050, which will help us support our clients’ transition to a low-carbon economy. |
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| 2023 Proxy Statement | | 5 |
Proxy Statement Summary
Truist Board of Director Nominees
Please consider the following nominees to our Board of Directors. All of these nominees currently serve as Truist directors. We are proud of the diverse makeup of the Board and the experience, skill and dedication of each director.
| Age | Independent | Principal Occupation | Truist Standing Committee
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| Jennifer S. Banner | 63 |  | Executive Director at the University of | • Audit • Technology | ||||
| K. David Boyer, Jr. | 71 | | CEO of GlobalWatch Technologies, Inc. | • Audit • Executive • Technology | ||||
| Agnes Bundy Scanlan | 65 | | President of The Cambridge Group LLC | • Executive • Nominating and Governance (Chair) • Risk | ||||
| Anna R. Cablik | 70 | | Partner of CK Property Group, LLC and President of Anasteel & Supply Company, LLC | • Compensation and Human Capital • Risk | ||||
| Dallas S. Clement | 57 | | President and CFO of Cox Enterprises, Inc. | • Audit (Chair) • Executive • Technology | ||||
| Paul D. Donahue | 66 | | Chairman and CEO of Genuine Parts Company | • Compensation and Human Capital | ||||
| Patrick C. Graney III | 69 | | President of PCG, Inc. | • Audit • Compensation and Human Capital | ||||
| Linnie M. Haynesworth | 65 | | Retired Sector Vice President and General Manager, Northrup Grumman Corporation | • Risk • Technology | ||||
| Kelly S. King | 74 | Retired CEO and Executive Chairman of Truist | • Executive • Risk | |||||
| Easter A. Maynard | 52 | | Director of Community Investment for Investors Management Corporation | • Audit • Nominating and Governance | ||||
| Donna S. Morea | 68 | | Chairman and CEO of Adesso Group, LLC | • Executive • Risk • Technology (Chair) | ||||
| Charles A. Patton | 66 | | Managing Member of Patton Holdings, LLC and PATCO Investments, LLC | • Executive • Nominating and Governance • Risk (Chair) | ||||
| Nido R. Qubein | 74 | | President of High Point University | • Risk • Technology | ||||
| David M. Ratcliffe | 74 | | Retired Chairman, President, and CEO of Southern Company | • Executive • Nominating and Governance • Risk | ||||
| William H. Rogers, Jr. | 65 | Chairman and CEO of Truist | • Executive (Chair) | |||||
| Frank P. Scruggs, Jr. | 71 | | Principal, Frank Scruggs P.A. | • Compensation and Human Capital • Risk | ||||
| Christine Sears | 67 | | Retired CEO of Penn National Insurance | • Audit • Compensation and Human Capital | ||||
| Thomas E. Skains | 66 | | Retired Chairman, President and CEO of Piedmont Natural Gas Company, Inc. | • Executive • Nominating and Governance • Risk | ||||
| Bruce L. Tanner | 64 | | Retired EVP and CFO of Lockheed Martin Corporation | • Audit • Technology | ||||
| Thomas N. Thompson | 74 | | President of Thompson Homes, Inc. | • Nominating and Governance • Risk | ||||
| Steven C. Voorhees | 68 | | Retired President and CEO of WestRock Company | • Audit • Compensation and Human Capital (Chair) • Executive | ||||
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Proxy Statement Summary
CONTINUING COMMITMENT TO SOUND CORPORATE GOVERNANCE
Truist maintains the following corporate governance framework:
Strong Diversity
| • | Approximately 43% of our |
| • | Women comprise one-third of the Board. |
| • | Blacks represent almost 20% of the Board and |
| • | Women hold key Board leadership positions, chairing two Board Committees (Nominating and Governance Committee and Technology Committee). |
Accountability
| • | Majority voting for director elections |
| • | Annual elections for all directors |
| • | Robust stock ownership requirements for directors |
| • | Prohibition on hedging and |
| • | Annual Board and Committee self-evaluations |
Robust Shareholder Rights
| • | Proxy access |
| • | Shareholder right to call a special meeting |
| • | No supermajority voting provisions |
Active and Responsive Shareholder Engagement
| • | Engagement takes place throughout the year to obtain shareholder insight into corporate governance, executive compensation, corporate responsibility practices, and other areas of importance to our shareholders. |
| • | Our engagement program includes meetings with our largest shareholders led by members of our Executive Leadership or senior teams and, in certain cases, our independent Lead Director. |
| • | Feedback received from shareholders is used to inform our directors and Executive Leadership of matters of material interest and to improve governance. |
Corporate Social Responsibility
| • | We aim to be a good corporate citizen through our efforts in sustainability, commitment to communities, by upholding corporate culture, and providing training and development opportunities for our teammates. |
| • | We prioritize human capital management through the Compensation and Human Capital Committee, which oversees Truist’s strategies and initiatives on diversity, equity and inclusion, and employee well-being and engagement. Truist places special emphasis on providing compensation and benefits that foster an environment of financial security and economic mobility for its teammates. |
| • | Our 2021 ESG and CSR Report details Truist’s collective sustainability and corporate responsibility achievements, and we plan to publish our next version of this report in April 2023. |
| • | In 2022, we released a Task Force on Climate-Related Financial Disclosures (TCFD) Brief to provide stakeholders with an update on the Company’s efforts to measure and share climate-related risks, opportunities, goals and progress, with plans to publish our second TCFD Report in April 2023. |
| • | In January 2022, Truist announced a goal of net zero greenhouse gas emissions by 2050. |
| • | In 2022 Truist published its first Climate Lobbying Summary providing an overview of Truist’s climate goals and principles and assessing for alignment with Truist’s views, the climate positions and actions of the major national trade associations of which it is a member. |
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4 BB&T Corporation | 2018 Proxy Statement
Proposal 1—Election of Directors
PROPOSAL 1—ELECTIONOF DIRECTORS
We are asking you to reelectelect each of the fourteen21 director nominees listed below to continue servingserve on ourthe Board of Directors for aone-year term expiring at the Annual Meetingannual meeting of Shareholdersshareholders in 2019. Each2024. Truist’s bylaws provide that each director nominee will requirerequires the affirmative vote of the majority of votes cast to be elected.
Although our Board of Directors expects that each of the nominees will be available for election, if a vacancy in the slate of nominees occurs, it is intended that shares of BB&TTruist common stock represented by proxies will be voted for the election of a substitute nominee, designated by the Board, orBoard. Alternatively, the Board may reduce the number of persons to be elected by the number of personsdirectors unable to serve.
Each of our director nominees has been identified as possessing good business acumen, strength of character, and an independent mind, as well as a reputation for integrity and the highest personal and professional ethics. Sound judgment and community leadership are also important characteristics that our Board members possess. Each nominee additionally brings to us a strong and unique background and set of skills, providing our Board with competence and experience in athe wide variety of areas.
BB&T Boardareas necessary and helpful in overseeing Truist’s strategy, culture and performance. Over the past three years since the merger, our directors have exhibited an unwavering commitment to Truist, building upon the successes of Directors and Committees
The table below shows for eachthe heritage companies. We also note that four of our directors their memberships in standing committeeswill reach the mandatory retirement age of 75 during 2023 and their independence status.are expected to retire from the Board at the end of the year, consistent with our Corporate Governance Guidelines. As a result, we expect to begin 2024 with a Board consisting of approximately 17 members.
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Jennifer S. Bannerà
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K. David Boyer, Jr.*
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Anna R. Cablik
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I. Patricia Henry*
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Eric C. Kendrick**
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Louis B. Lynn, Ph.D.
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Thomas E. Skains
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Thomas N. Thompson
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BB&T Corporation | 2018 Proxy Statement 5
Proposal 1—Election of Directors
Director CommitmentBoard Diversity and SkillsComposition
One of ourthe Board’s goals, which is pursued througha focus of the Nominating and Corporate Governance Committee, is to include membersdirectors with diverse backgrounds, skillsexpertise and characteristics that, taken as a whole, will help ensure a strong and effective governing body. In particular, our Board members have a diverse skillset that demonstrates a variety of expertise that is well suited to oversee the Corporation’s strategy and closely ties to our financial institution and the banking industry as a whole. Our Board is proud of its gender and racial diversity, with 28.5% of directors being women and 28.5% of directors being minorities. The Nominating and Corporate Governance Committee regularly reviews the skillsetsskills and composition of ourthe Board and its committees to determine the appropriate balance of skills, qualifications and backgrounds to match our Corporation’s needs.best meet the Company’s needs and strategies.
WeAt Truist, we are proud of our directors’ devotionlong commitment to diversity among our teammates, members of Executive Leadership and Board of Directors. Of our 21 directors, seven are women, representing one-third of our Board, four are Black, comprising almost 20% of our Board, one is Hispanic, and together approximately 43% of our Board is either racially, ethnically or gender diverse. Moreover, women hold key leadership positions on our Board, such as our Nominating and Governance Committee Chair and Technology Committee Chair. Our directors also have a broad range of tenures on our Board and diverse backgrounds and expertise, which offers strong and broad perspectives on the financial services industry and the trends and evolution currently taking place in banking.
* Board tenure includes each Director’s Board service at Truist and either BB&T. Our&T or SunTrust, as applicable.
Director Commitment and Skills
We believe that the Board’s diverse skillset and commitment to Truist help promote our purpose to “Inspire and build better lives and communities.” The Board invests a substantial amount of time, effort and energy in overseeing the planning and executingexecution of our strategic plan, founded on our vision, missionPurpose, Mission and values. In the aggregate, ourValues. As illustrated below, Truist Board members attended over 98% Board and Committee meetings in 2017, in addition to Boardhave a broad set of qualifications, attributes, skills and training sessionsexperience that are well suited to oversee the Company’s strategy and several other BB&T related events. And while each Board member has other professional commitments, no Board member is partcorrelates closely to the financial industry as a whole.
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Proposal 1—Election of more than two other publicly-traded company boards.Directors
We believe that our Board’s commitment to BB&T and diverse skillset helps promote our vision to “Create the Best Financial Institution Possible.” The following charts show the diversity and range of skillsets our directors provide to BB&T.
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Experience in the financial services industry is vital in understanding, overseeing and reviewing our strategy, including opportunities and challenges facing our businesses. This attribute may include significant leadership roles at financial institutions, service on relevant boards of directors, as well as related experience at other companies as current or former executives, that gives directors specific insight into, and expertise that will foster active participation in, the development and implementation of our operating plan and business strategy. |
| Human Capital Management Maintaining a skilled and motivated workforce is a critical component of Truist’s future success. Similarly, sustaining and growing a company’s unique culture is increasingly significant as many teammates continue to work from home. Directors with experience in areas that include diversity, employee benefits, compensation programs, career growth, and motivating a large and diverse workforce are increasingly important in retaining and acquiring talented teammates and reinforcing Truist’s culture. |
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Executive Leadership We seek directors who have served in significant leadership positions and who possess strong abilities to motivate and manage others. This includes the ability to identify, evaluate and develop leadership qualities in others. Current or recent experience as Chairman, CEO, President, CFO or other senior executive role are strong indicators of skill and expertise in this category. |
| Sustainability Truist recognizes that sustainability issues are important to our shareholders and other stakeholders, and over the past few years, has been increasingly transparent of our efforts in these areas. We seek leaders with experience in ESG matters, including environmental sustainability, climate change, community investment and development, and human rights. |
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Client and Consumer Interfaces and Trends Expertise in these areas is important for reaching tomorrow’s clients, differentiating Truist’s services, understanding the importance of technology and design in attracting and maintaining clients, and enhancing the capabilities and functionalities of our products. |
| Cybersecurity and Information Security Our continued digital evolution requires us to have directors with an understanding of the technological challenges and emerging risks in information security, data privacy, and cybersecurity. |
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Accounting/Financial Experience in these critical areas enables directors to analyze our financial statements, capital structure and complex financial transactions and oversee our accounting and financial reporting processes. NYSE rules require that at least one member of our Audit Committee have accounting or related financial management expertise. |
| Technology and Digital Innovation Truist knows the importance of innovation and digital competitiveness to its growth and sees this as both a challenge and opportunity in communicating with our existing clients and reaching new ones. Leaders with knowledge of technology and innovation will be critical in helping Truist promote our products and services through digital platforms. |
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Regulatory and Enterprise Risk Management Experience in identifying and managing potential areas of risk are necessary to our financial stability. Our Nominating and Governance Committee considers it important that the Risk Committee have at least one member who qualifies as a “risk management expert.” |
| Leadership in Transformation and Disruption Truist directly benefits from leaders who are comfortable and experienced in navigating an ever-changing competitive landscape and who accept transformation and change as a constant. Such leaders provide insight regarding organizational agility and resiliency to address emerging needs and challenges for our business going forward. |
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Directors with deep understanding of the Board’s extensive and complex oversight responsibilities further our goals of greater transparency and accountability for management and the Board. Such an understanding helps guide the Company in its governance, corporate responsibility and diversity initiatives. | | | ||||||||||||||||||
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Public Affairs, Government Relations, Legal and Compliance Directors with demonstrated achievement and expertise in these areas are important in helping Truist navigate the complex political and regulatory landscape in which we operate. | | | | | ||||||||||||||||
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| 2023 Proxy Statement | | 9 |
6 BB&T Corporation | 2018 Proxy Statement
