TRUIST FINANCIAL CORP (TFC)
Sector: Financials
2026 Annual Meeting Analysis
TRUIST FINANCIAL CORP · Meeting: April 28, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Truist's 3-year price return of +61.8% outpaces the QABA benchmark by +24.3 percentage points, well below the 65pp threshold needed to trigger a vote against under our policy, and no overboarding, attendance, or independence concerns apply.
No TSR trigger fires (gap vs. QABA is +24.3pp, far below the 65pp strong-positive threshold), he holds two public board seats which is within limits for a non-CEO director, and attendance was satisfactory.
No TSR underperformance trigger applies, she holds two public board seats (within limits), has clear audit and financial expertise as a CPA, and attended all meetings in 2025.
No TSR trigger fires, he serves on only one public board, brings relevant technology and financial experience, and attended all meetings in 2025.
No TSR trigger fires, she holds two public board seats (within limits), brings extensive regulatory and risk expertise, and attended all meetings in 2025.
No TSR trigger fires, he serves on one public board, has clear financial expertise as a sitting CFO serving as Audit Committee Chair, and attended all meetings in 2025.
No TSR trigger fires; although she holds three additional public board seats (four total including Truist, the maximum allowed under policy), this is exactly at the limit rather than over it, and she brings relevant technology and risk oversight experience.
No TSR trigger fires, she holds two public board seats (within limits), brings strong technology and risk oversight expertise, and attended all meetings in 2025.
No TSR trigger fires, he serves on one public board, has relevant financial services and governance experience, and attended all meetings in 2025.
Pruzan joined the board in May 2025, fewer than 24 months ago, so he is fully exempt from the TSR trigger under our policy's new-director exemption, and he brings deep financial services expertise.
Stein joined the board in 2024, fewer than 24 months ago, so he is exempt from the TSR trigger under our policy's new-director exemption, and he brings substantial Goldman Sachs executive and risk management experience.
No TSR trigger fires, he holds two public board seats (within limits), has clear financial expertise as a former Fortune 100 CFO, and attended all meetings in 2025.
All 12 director nominees receive a FOR vote. Truist's 3-year stock return of +61.8% outperforms the QABA benchmark by +24.3 percentage points, well short of the 65pp threshold required to trigger a vote against under our strong-positive TSR tier. Two newer directors (Pruzan and Stein) are exempt from the TSR check under the 24-month new-director exemption. No overboarding, independence, attendance, or qualification concerns were identified across the slate.
Say on Pay
✓ FORCEO
William H. Rogers, Jr.
Total Comp
$14,313,770
Prior Support
59%%
At the 2025 annual meeting, only 59% of votes supported the pay program — below the 70% threshold that normally triggers a No vote if the company fails to respond. However, Truist engaged extensively with shareholders afterward, reaching out to investors representing 50% of outstanding shares, identifying the two specific concerns (one-time awards and AIP transparency), and making concrete changes for 2025: eliminating one-time awards to named executive officers, simplifying AIP financial metrics, adding new weightings (60% financial, 40% strategic), and providing enhanced pay disclosures including realized pay data. The CEO's total compensation of approximately $14.3 million is structured with 92% at-risk and performance-based pay, the long-term incentive program uses genuine multi-year metrics (3-year earnings per share, 3-year return on tangible common equity, and 3-year relative total shareholder return), and the 2023–2025 performance awards paid out at zero because the company fell below threshold — demonstrating that the incentive structure actually works as intended to align pay with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$28,228,000
Non-Audit Fees
$3,701,000
Non-audit fees (audit-related fees of $3,507,000 plus tax fees of $184,000 plus other fees of $10,000 = $3,701,000) represent approximately 13.1% of audit fees ($28,228,000), well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a company of Truist's size, auditor tenure is not disclosed so the tenure trigger cannot fire under policy, and no material restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Shareholder Proposal Regarding a Report on Risks from Misalignment Between Company Policies and Customer Base
The Heritage Foundation, represented by Bowyer Research, is a well-known conservative advocacy organization, and this proposal is a textbook example of an ideologically motivated filing: it cites scores from partisan rating services (1792 Exchange, Viewpoint Diversity Score) and objects to DEI programs, transgender healthcare coverage, and emissions goals — issues that reflect political preferences rather than neutral fiduciary risk analysis. Under our policy, proposals from ideological filers — whether conservative or progressive — are voted against regardless of how they are framed, because they serve political goals rather than shareholder interests. Even evaluating the proposal on its merits, the company already discloses its fair access, lending, and political engagement policies and the board's existing risk oversight framework covers the reputational risks described; the requested report would be duplicative and would not provide shareholders with meaningful new information.
Overall Assessment
Truist's 2026 annual meeting ballot is straightforward: all 12 director nominees receive a FOR vote supported by strong 3-year stock outperformance versus the QABA benchmark, the auditor ratification passes easily with non-audit fees at only 13% of audit fees, and the say-on-pay vote earns a FOR after the company made genuine and specific changes in response to its disappointing 59% support in 2025. The lone stockholder proposal, submitted by The Heritage Foundation through Bowyer Research, is voted against as an ideologically motivated filing from a conservative advocacy group.
Compensation Peer Group
10 companies disclosed in 2026 proxy filing