Truist Financial management check
TFC · Financials · Diversified Banks · CEO Michael P. Lyons (since the last proxy; previously William H. Rogers, Jr., Kelly S. King)
Filings as of
4 good · 2 to watch · 1 flagged, across the seven questions below.
- Flag
Have owners done well?
Trailed its chosen peers$100 invested at the start of fiscal 2021 grew to $130, against $196 for the peer group the company picked itself.
- Good
Does pay follow performance?
Pay rose and fell with returnsOver 5 years, the CEO's pay actually paid (equity valued at the share price) had a correlation of 0.62 with shareholder return. 1 means pay moved in step; below 0, the opposite way.
- Good
What does the CEO cost owners?
0.3% of net income$14.3m of reported pay in fiscal 2025, against $5.3bn of net income.
- Watch
Do they own the stock?
New CEO since the proxyMichael P. Lyons filed as President & CEO after the last proxy (which named William H. Rogers, Jr., Kelly S. King) and holds 21,000 shares, about $1.0m. Their pay will be in the next proxy. Both: 1 buyer ($1.0m) and 3 sellers ($1.6m) in six months.
- Good
Are owners being diluted?
Share count shrinkingDiluted shares changed -1.1% a year over the last three fiscal years.
- Watch
Is leadership stable?
New CEO: Michael P. LyonsMichael P. Lyons has filed as CEO since the last proxy. CEOs in the pay table: William H. Rogers, Jr., Kelly S. King. 13 filings under 8-K item 5.02 (officers or directors leaving or joining, or new pay arrangements) in the last 3 years.
- Good
Are the books clean?
No red flags on fileNo restatements, auditor changes or late filings since 2021.
Against the S&P 500
Each check's score (0–100) and how it compares: the share of ranked S&P 500 companies it matches or beats, and the median in Financials.
| Check | Score | At or above | Sector median |
|---|---|---|---|
| Owner returns | 8 | 49 | |
| Pay for performance | 81 | 83 | |
| CEO cost | 97 | 67 | |
| Skin in the game | — | — | 51 |
| Dilution | 64 | 69 | |
| Stable leadership | 20 | 80 | |
| Clean books | 100 | 100 |
Closest peers
Others in Diversified Banks, by management score. Truist Financial is 52nd of 72 in its sector.
Pay versus performance
From the proxy statement filed March 16, 2026. "Actually paid" values stock awards at the share price, so it rises and falls with the stock.
| Fiscal year | CEO | CEO pay | Actually paid | Other executives (avg) | $100 became | Peers | Net income |
|---|---|---|---|---|---|---|---|
| 2025 | William H. Rogers, Jr., Kelly S. King | $14.3m | $15.2m | $5.7m | $130 | $196 | $5.3bn |
| 2024 | — | $14.0m | $18.3m | $10.2m | $97 | $133 | $4.8bn |
| 2023 | — | $12.4m | $4.5m | $9.3m | $78 | $97 | −$1.0bn |
| 2022 | — | $13.2m | $11.8m | $6.2m | $86 | $98 | $6.3bn |
| 2021 | — | $15.3m | $24.8m | $9.3m | $112 | $124 | $6.4bn |
The board says pay is tied most to Adjusted Earnings Per Share. Its other key measures: Adjusted EPS, Adjusted Operating Leverage, Adjusted PPNR, Adjusted ROTCE, CET1 Capital Ratio, TBVPS + Dividend Growth, TSR.
Insiders and the CEO's stake
Michael P. Lyons (President & CEO) held 21,000 shares directly after their latest Form 4 on Sep 17, 2026, roughly $1.0m at that filing's price.
Both: 1 buyer ($1.0m) and 3 sellers ($1.6m) in six months.
- BoughtMichael P. LyonsPresident & CEO$1.0mSep 17, 2026
- SoldWilliam H Jr RogersChairman & CEO$694kJul 20, 2026
- SoldDonta L WilsonChief Consumer & SB BK Officer$689kJul 31, 2026
- SoldK. David Jr. BoyerDirector$202kJul 23, 2026
Leadership and governance on file
- Oct 16, 2026Leadership change8-K 5.02
- Jun 15, 2026Leadership change8-K 5.02
- Jun 8, 2026Leadership change8-K 5.02
- May 1, 2026Leadership change8-K 5.02
- Oct 29, 2025Leadership change8-K 5.02
- May 29, 2025Leadership change8-K 5.02
- Jan 13, 2025Leadership change8-K 5.02
- Nov 13, 2024Leadership change8-K 5.02
- Aug 30, 2024Leadership change8-K 5.02
- Aug 27, 2024Leadership change8-K 5.02
- May 10, 2024Leadership change8-K 5.02
- Dec 22, 2023Leadership change8-K 5.02
Latest shareholder vote results: May 1, 2026, including the say-on-pay vote.
Where the money went
Over 2021–2025: $18.7bn returned to owners in buybacks and dividends, and $1.4bn of pay in stock.
| Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Revenue | — | — | — | — | — |
| Net income | — | — | — | — | — |
| Stock-based pay | $259.0m | $261.0m | $298.0m | $292.0m | $317.0m |
| Buybacks | $1.6bn | $250.0m | $0 | $1.0bn | $2.5bn |
| Dividends | $2.5bn | $2.7bn | $2.8bn | $2.8bn | $2.7bn |
| Diluted shares | 1349m | 1338m | 1332m | 1331m | 1303m |
Educational only, not investment advice. Figures are as filed with the SEC: pay from the proxy's pay-versus-performance table, capital allocation from 10-K XBRL data, insider trades from Form 4s over the last six months, events from the last 5 years of filings. The peer group is the one the company chose. See the method.