8-KLeadership Changes

TRUIST FINANCIAL CORP 8-K Report, Executive Changes (Feb 25, 2010)

Filed February 25, 2010For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

This 8-K filing by BB&T Corporation (the predecessor to Truist Financial Corp.) on February 25, 2010, details decisions made by its Compensation Committee regarding executive compensation for the fiscal year 2009. The committee certified the company's performance against pre-established goals for the Short-Term Incentive Plan (Bonus Plan). While the company's performance met approximately 66.6% of the targeted goals, the committee exercised its discretion to award a "relative performance bonus" of 33.4%. This brought the total payout to 100% of the targeted amount for specific named executive officers. This discretionary bonus award is notable given the economic climate of 2009. The filing specifies that the aggregate payments under the 2009 Bonus Plan would be 50% of the maximum possible award. This approach demonstrates the committee's intent to reward key executives while also managing overall compensation expenses relative to actual corporate performance achievements and the potential maximum payouts.

Key Highlights

  • 1BB&T Corporation's Compensation Committee certified 2009 corporate performance against the Short-Term Incentive Plan (Bonus Plan) goals.
  • 2Actual performance achieved approximately 66.6% of the targeted bonus plan goals for 2009.
  • 3The Compensation Committee exercised discretion to award a "relative performance bonus" of 33.4% of the target.
  • 4The combined regular and discretionary bonus payments resulted in a total payout of 100% of the targeted bonus amounts for the plan year.
  • 5The aggregate payments for the 2009 Bonus Plan were capped at 50% of the maximum potential award.
  • 6Specific executive officers receiving this "relative performance bonus" include Kelly S. King, Robert E. Greene, C. Leon Wilson III, Christopher L. Henson, and Daryl N. Bible.

Frequently Asked Questions

The main purpose of this 8-K filing is to report on the decisions made by BB&T Corporation's Compensation Committee regarding executive bonuses for the 2009 fiscal year, specifically concerning the Short-Term Incentive Plan.

The company's performance met approximately 66.6% of the pre-established performance goals for the 2009 bonus plan. However, the Compensation Committee used its discretion to award an additional "relative performance bonus" to bring the total payout to 100% of the target.

Yes, while the targeted payout was reached through a combination of performance-based and discretionary bonuses, the total aggregate amount of payments to be provided under the 2009 Bonus Plan was limited to 50% of the maximum amount that could have been awarded.

The filing specifically names Kelly S. King, Robert E. Greene, C. Leon Wilson III, Christopher L. Henson, and Daryl N. Bible as executives who received the "relative performance bonus" payment.