UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 2054
9
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
þ | Filed by the Registrant | o | Filed by a Party other than the Registrant |
Check the appropriate box: | |
o | Preliminary Proxy Statement |
o | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
þ | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Under Rule 14a-12 |
SUNTRUST BANKS, INC.
(Name of Registrant as Specified In
Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box): | |
þ | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) Title of each class of securities to which transaction applies: | |
(2) Aggregate number of securities to which transaction applies: | |
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: | |
(4) Proposed maximum aggregate value of transaction: | |
(5) Total fee paid: | |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) Amount Previously Paid: | |
(2) Form, Schedule or Registration Statement No.: | |
(3) Filing Party: | |
(4) Date Filed: |
To the Shareholders of SunTrust Banks, Inc. | ||
The Annual Meeting of Shareholders of SunTrust Banks, Inc. will be held in Suite 105 on the 1st floor of SunTrust Plaza Garden Offices, 303 Peachtree Center Avenue, Atlanta, Georgia, 30303 on Tuesday, April 22, 2014, at 9:30 a.m. local time, for the following purposes: | ||
1. | To elect 11 directors nominated by the Board of Directors to serve until the next annual meeting of shareholders and until their respective successors have been elected, | |
2. | To approve, on an advisory basis, the Company’s executive compensation, | |
3. | To approve an amendment to the SunTrust Banks, Inc. 2009 Stock Plan, | |
4. | To approve the material terms of the SunTrust Banks, Inc. 2009 Stock Plan, | |
5. | To approve the material terms of the SunTrust Banks, Inc. Annual Incentive Plan, and | |
6. | To ratify the appointment of Ernst & Young LLP as our independent auditor for 2014. | |
Only shareholders of record at the close of business on February 12, 2014 will be entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. |
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 22, 2014. The 2014 Proxy Statement and the Annual Report to Shareholders for the year ended December 31, 2013 are also available at www.proxydocs.com/sti. | ||
For your convenience, we will offer an audio webcast of the meeting. If you choose to listen to the webcast, go to www.suntrust.com/ investorrelations shortly before the meeting time and follow the instructions provided. If you miss the meeting, you may listen to a replay of the webcast on our website beginning the afternoon of April 22. Please note that you will not be able to vote your shares via the webcast. If you plan to listen to the webcast, please submit your vote using one of the methods described below prior to the meeting. | ||
BY ORDER OF THE BOARD OF DIRECTORS | ||
Raymond D. Fortin, | ||
Corporate Secretary | ||
March 10, 2014 | ||
IMPORTANT NOTICE: Whether or not you plan to attend the Annual Meeting, please vote your shares by: (1) a toll-free telephone call, (2) the Internet, or (3) completing, signing, dating and returning the enclosed proxy as soon as possible in the postage paid envelope provided. If you hold shares of common stock through a broker or other nominee, your broker or other nominee will vote your shares for you if you provide instructions on how to vote your shares. In the absence of instructions, your broker can only vote your shares on certain limited matters, but will not be able to vote your shares on other matters (including the election of directors). It is important that you provide voting instructions because brokers and other nominees do not generally have authority to vote your shares for the election of directors without instructions from you. |
Table of Contents | |||||||
PROXY SUMMARY | 1 | ||||||
Proxy Statement and Solicitation | 3 | Record Date and Shares Outstanding | 3 | ||||
Webcast of Annual Meeting | 3 | Quorum and Voting | 3 | ||||
Voting Your Shares | 3 | Shareholder Proposals for Next Year’s Meeting | 4 | ||||
Communications with Directors | 4 | ||||||
ELECTION OF DIRECTORS | 5 | ||||||
Majority Voting | 5 | Board Committees | 7 | ||||
Corporate Governance and Director Independence | 5 | Attendance | 7 | ||||
Executive Sessions | 6 | Director Qualifications and Selection Process | 7 | ||||
Board Self-Assessment | 6 | Shareholder Recommendations and Nominations | |||||
Mandatory Retirement and Resignation for Directors | 6 | for Election to the Board | 8 | ||||
Codes of Ethics and Committee Charters | 6 | Board’s Role in the Risk Management Process | 9 | ||||
CEO and Management Succession | 6 | Compensation Committee Interlocks | |||||
Board Leadership Structure | 7 | and Insider Participation | 9 | ||||
Lead Director | 7 | Director Compensation | 9 | ||||
NOMINEES FOR DIRECTORSHIP (ITEM 1) | 11 | ||||||
Nominees for Terms Expiring in 2015 | 11 | Membership by Director | 14 | ||||
Board Committees | 14 | Membership by Committee | 14 | ||||
OTHER DIRECTOR AND EXECUTIVE OFFICER INFORMATION | 16 | ||||||
Transactions with Related Persons, Promoters, | Policies and Procedures for Approval | ||||||
and Certain Control Persons | 16 | of Related Party Transactions | 16 | ||||
Section 16(a) Beneficial Ownership Reporting Compliance | 16 | ||||||
EXECUTIVE OFFICERS | 17 | ||||||
EXECUTIVE COMPENSATION | 19 | ||||||
Compensation Discussion and Analysis | 19 | Option Exercises and Stock Vested in 2013 | 36 | ||||
Compensation Committee Report | 33 | Outstanding Equity Awards at December 31, 2013 | 37 | ||||
2013 Summary Compensation Table | 34 | 2013 Pension Benefits Table | 39 | ||||
2013 Grants of Plan-Based Awards | 35 | 2013 Nonqualified Deferred Compensation Table | 41 | ||||
Equity Compensation Plans | 36 | 2013 Potential Payments Upon Termination | |||||
or Change in Control | 42 | ||||||
ADVISORY VOTE ON EXECUTIVE COMPENSATION (ITEM 2) | 45 | ||||||
APPROVAL OF AMMENDMENT TO THE SUNTRUST BANKS, INC. 2009 STOCK PLAN (ITEM 3) | 46 | ||||||
APPROVAL OF THE MATERIAL TERMS OF THE SUNTRUST BANKS, INC. 2009 STOCK PLAN (ITEM 4) | 52 | ||||||
APPROVAL OF THE MATERIAL TERMS OF THE ANNUAL INCENTIVE PLAN (ITEM 5) | 55 | ||||||
Audit Fees and Related Matters | 58 | Audit Committee Policy for Pre-Approval of | |||||
Audit and Non-Audit Fees | 58 | Independent Auditor Services | 58 | ||||
RATIFICATION OF INDEPENDENT AUDITOR (ITEM 6) | 59 | ||||||
Audit Committee Report | 59 | Appendix A - SUNTRUST BANKS, INC. 2009 | |||||
Stock Ownership of Certain Persons | 60 | STOCK PLAN | A-1 | ||||
Attending the Meeting and Other Matters | 61 | Appendix B - SUNTRUST BANKS, INC. | |||||
Householding | 61 | ANNUAL INCENTIVE PLAN | B-1 | ||||
SunTrust Banks, Inc. - 2014 Proxy Statement |
SUNTRUST BANKS, INC.
303 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30308
PROXY STATEMENT |
ANNUAL MEETING OF SHAREHOLDERS
The following executive summary is intended to provide a broad overview of the items that you will find elsewhere in this proxy statement. As this is only a summary, we encourage you to read the entire proxy statement for more information about these topics prior to voting.
Date and Time: April 22, 2014 at 9:30 AM
Place: SunTrust Plaza Garden Offices, 303 Peachtree Center Avenue, Suite 105, Atlanta, Georgia, 30303
Record Date: February 12, 2014
Audio Webcast: www.suntrust.com/investorrelations |
How to Vote: You may vote via | |
online at www.investorvote.com/STI | ||
calling toll-free from the United States,
U.S. territories and Canada at 1-800-652-VOTE (8683) |
||
returning the proxy card BY MAIL | ||
or attending the meeting to vote IN PERSON | ||
SunTrust At a Glance
General * | Governance | Compensation | |||||
· | 1,497 branches in 12 states | · | all independent directors other than CEO | · | strong clawback policies | ||
· | $175 billion total assets | · | lead independent director | · | share retention requirements | ||
· | 26,281 employees | · | directors elected annually | · | 77% of NEO target compensation is at risk | ||
· | NYSE: STI | · | majority vote standard in bylaws | · | double-triggers required for Change-in- Control severance | ||
*as of December 31, 2013. | |||||||
Meeting Agenda and Voting Recommendation |
Board’s | Page | |
Proposal | Recommendation | Reference |
1. Election of 11 Directors | FOR EACH | 11 |
2. Advisory Vote To Approve Executive Compensation | FOR | 45 |
3. Approval of Amendment to Stock Plan | FOR | 46 |
4. Approval of Material Terms of Stock Plan | FOR | 52 |
5. Approval of Material Terms of Annual Incentive Plan | FOR | 55 |
6. Ratification of Independent Auditor | FOR | 59 |
SunTrust Banks, Inc. - 2014 Proxy Statement | 1 | |
Proxy Summary
Director Nominees (Proposal No. 1, page 11) |
Each director nominee is elected annually by a majority of votes cast. See pages 5-13 of this proxy statement for more information. |
Director | Age | Since | Independent | Committees |
Robert M. Beall, II | 70 | 2004 | AC, CC | |
David H. Hughes | 70 | 1984 | GN, RC | |
M. Douglas Ivester | 66 | 1998 | EC, GN, RC | |
Kyle Prechtl Legg | 62 | 2011 | AC, CC, * EC | |
William A. Linnenbringer | 65 | 2010 | AC, GN | |
Donna S. Morea | 59 | 2012 | CC, RC | |
David M. Ratcliffe | 65 | 2011 | CC, EC, RC * | |
William H. Rogers, Jr. | 56 | 2011 | CEO | EC * |
Frank P. Scruggs, Jr. | 62 | 2013 | CC, RC | |
Thomas R. Watjen | 59 | 2010 | AC, * EC, GN | |
Dr. Phail Wynn, Jr. | 66 | 2004 | AC, EC, GN * |
AC | Audit Committee | EC | Executive Committee |
CC | Compensation Committee | GN | Governance and Nominating Committee |
* | Committee Chair | RC | Risk Committee |
Advisory Vote to Approve Executive Compensation (Proposal No. 2, page 45) |
Our shareholders have the opportunity to cast a non-binding advisory vote to approve our executive compensation. We recommend that you review our Compensation Discussion and Analysis, which begins on page 19, for a description of the actions and decisions of the Compensation Committee of the Board during 2013 regarding our compensation programs, as well as the accompanying compensation tables and related narrative. We are pleased that last year our shareholders approved executive compensation by more than 90% of votes cast. |
Approval of an Amendment to the Stock Plan (Proposal No. 3, page 46) |
Shareholders are being asked to approve an amendment to the SunTrust Banks, Inc. 2009 Stock Plan which removes the sub-limit on full value shares, such as restricted stock or restricted stock units. This will allow the Company to award as full value shares up to 8,302,397 shares which were previously approved by the shareholders to be awarded only as stock options. |
Approval of Material Terms of the Stock Plan (Proposal No. 4, page 52) |
Shareholders are being asked to approve the material terms of the SunTrust Banks, Inc. 2009 Stock Plan for purposes of Section 162(m) of the Internal Revenue Code. Section 162(m) allows us to deduct certain compensation if SunTrust’s shareholders have approved the material terms of the plan no less frequently than every five years. Regulations under Section 162(m) specify that the shareholders must approve (1) who is eligible to participate in the plan, (2) the business criteria on which performance goals will be based, and (3) the maximum award payable to any participant. |
Approval of Material Terms of the Annual Incentive Plan (Proposal No. 5, page 55) |
Shareholders are being asked to approve the material terms of the SunTrust Banks, Inc. Annual Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code. Section 162(m) allows us to deduct certain compensation if SunTrust’s shareholders have approved the material terms of the plan no less frequently than every five years. Regulations under Section 162(m) specify that the shareholders must approve (1) who is eligible to participate in the plan, (2) the business criteria on which performance goals will be based, and (3) the maximum award payable to any participant. |
Ratification of the Independent Auditor (Proposal No. 6, page 59) |
Ernst & Young LLP has served as the Company’s independent registered public accounting firm since 2007. Shareholders are being asked to ratify the appointment of Ernst & Young by the Audit Committee for 2014. |
2 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Proxy Statement |
Proxy Statement |
SunTrust Banks, Inc. - 2014 Proxy Statement | 3 | |
Proxy Statement |
4 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Election of Directors |
Election of Directors |
SunTrust Banks, Inc. - 2014 Proxy Statement | 5 | |
Election of Directors |
6 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Election of Directors
SunTrust Banks, Inc. - 2014 Proxy Statement | 7 | |
Election of Directors
8 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Election of Directors
SunTrust Banks, Inc. - 2014 Proxy Statement | 9 | |
2013 DIRECTOR COMPENSATION
Name |
Fees Earned
or Paid In Cash |
Stock
2
Awards |
NQDC
Earnings |
All
3
Other Compensation |
Total | |||||||
Robert M. Beall, II | $ | 97,500 | $ | 119,992 | $ | 217,492 | ||||||
Alston D. Correll | $ | 118,500 | $ | 119,992 | $ | 238,492 | ||||||
Jeffrey C. Crowe | $ | 120,000 | $ | 119,992 | $ | 239,992 | ||||||
Blake P. Garrett, Jr. | $ | 33,500 | 1 | $ | — | 1 | $ | 33,500 | 1 | |||
David H. Hughes | $ | 88,500 | $ | 119,992 | $ | 208,492 | ||||||
M. Douglas Ivester | $ | 117,750 | $ | 119,992 | $ 6,500 | $ | 244,242 | |||||
Kyle Prechtl Legg | $ | 112,500 | $ | 119,992 | $ | 232,492 | ||||||
William A. Linnenbringer | $ | 97,500 | $ | 119,992 | $ | 217,492 | ||||||
G. Gilmer Minor, III 1 | $ | 30,500 | 1 | $ | — | 1 | $ | 30,500 | 1 | |||
Donna S. Morea | $ | 93,000 | $ | 119,992 | $ | 212,992 | ||||||
David M. Ratcliffe | $ | 78,000 | $ | 119,992 | $ | 197,992 | ||||||
Frank P. Scruggs, Jr. | $ | 69,000 | $ | 119,992 | $ | 188,992 | ||||||
Thomas R. Watjen | $ | 115,500 | $ | 119,992 | $ | 235,492 | ||||||
Phail Wynn, Jr. | $ | 91,500 | $ | 119,992 | $ | 211,492 |
1 | Messrs. Garrett and Minor retired from our Board of Directors following the annual meeting of shareholders held on April 23, 2013 and, therefore, did not receive an equity grant in 2013. |
2 | We make an annual equity grant with a grant date fair value of approximately $120,000 to each person who is serving as a director following our annual meeting of shareholders. In accordance with SEC regulations, we report in this column the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. Please refer to note 15 to our financial statements in our annual report for the year ended December 31, 2013 for a discussion of the assumptions related to the calculation of such value. As of December 31, 2013, each director named in the table above (except for Messrs. Garrett and Minor) held 4,240 shares of restricted stock or restricted stock units which vest on April 22, 2014. As of December 31, 2013, none of our directors held any unexercised options (vested or unvested). |
3 | Reflects fees for service on local advisory boards of our subsidiaries. No director received perquisites or personal benefits in 2013 in excess of $10,000. |
10 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Nominees for Directorship (Item 1)
Nominees for Directorship (Item 1) |
SunTrust Banks, Inc. - 2014 Proxy Statement | 11 | |
Nominees for Directorship (Item 1)
12 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Nominees for Directorship (Item 1)
Phail Wynn, Jr., 66, has been a director since 2004. He has been the Vice President for Regional Affairs for Duke University since January 2008. Previously, he served as the President of Durham Technical Community College from 1980 to 2007. Dr. Wynn has served continuously as a director of one or more financial institutions since 1992. Dr. Wynn is also | a director of North Carolina Mutual Life Insurance Company. Dr. Wynn holds a Ph.D and an M.B.A. degree. Dr. Wynn’s varied business and academic experiences, including his long service on the boards of financial institutions, well qualify him to serve on our Board. |
The Board of Directors recommends a vote FOR all nominees. |
SunTrust Banks, Inc. - 2014 Proxy Statement | 13 | |
Audit | Compensation | Executive |
Governance &
Nominating |
Risk | |
Number of Meetings Held: | 15 | 8 | 5 | 5 | 14 |
Robert M. Beall, II | |||||
Alston D. Correll* | |||||
David H. Hughes | |||||
M. Douglas Ivester | |||||
Kyle Prechtl Legg | Chair | ||||
William A. Linnenbringer | |||||
Donna S. Morea | |||||
David M. Ratcliffe | Chair | ||||
William H. Rogers, Jr. | Chair | ||||
Frank P. Scruggs, Jr. | |||||
Thomas R. Watjen | Chair | ||||
Dr. Phail Wynn, Jr. | Chair |
Membership by Committee | ||||
Audit | Compensation | Executive |
Governance &
Nominating |
Risk |
Mr. Watjen, Chair | Ms. Legg, Chair | Mr. Rogers, Chair | Dr. Wynn, Chair | Mr. Ratcliffe, Chair |
Mr. Beall | Mr. Beall | Mr. Correll* | Mr. Hughes | Mr. Correll* |
Ms. Legg | Mr. Correll* | Mr. Ivester | Mr. Ivester | Mr. Hughes |
Mr. Linnenbringer | Ms. Morea | Ms. Legg | Mr. Linnenbringer | Mr. Ivester |
Dr. Wynn | Mr. Ratcliffe | Mr. Ratcliffe | Mr. Watjen | Ms. Morea |
Mr. Scruggs | Mr. Watjen | Mr. Scruggs | ||
Dr. Wynn |
* has reached mandatory retirement age and will retire immediately following the annual meeting of shareholders. |
14 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Nominees for Directorship (Item 1)
has determined that Mr. Watjen meets the definition of “audit committee financial expert” as defined by the Securities and Exchange Commission’s rules and regulations. The Compensation Committee is responsible for • approving our stated compensation strategies, goals and purposes; • ensuring that there is a strong link between the economic interests of management and shareholders; • ensuring that members of management are rewarded appropriately for their contributions to Company growth and profitability; • ensuring that the executive compensation strategy supports organizational objectives and shareholder interests; • providing clear direction to management to ensure that its compensation policies and procedures are carried out in a manner that achieves balance and is consistent with safety and soundness; • ensuring that the compensation system–including performance measures and targets–for business units and individual employees that can expose us to large amounts of risk is designed and operated in a manner that achieves balance; • approving any material exceptions or adjustments to the incentive compensation arrangements established for senior executives, and carefully considering, and monitoring the effects of any approved exceptions or adjustments; • reviewing an annual assessment by management, with appropriate input from risk-management personnel, of the effectiveness of the design and operation of the organization’s incentive compensation system in providing appropriate risk-taking incentives; • reviewing periodic reports of incentive compensation awards and payments relative to risk outcomes; • monitoring the sensitivity of incentive compensation to risk outcomes, including the applicability of recoupment; • ensuring that the incentive compensation arrangements for the Company do not encourage employees to take risks that are beyond our ability to manage effectively; and • meeting independence requirements under our Corporate Governance Guidelines and the rules of the New York Stock Exchange. |
The Executive Committee may exercise the authority of the full Board except that it may not approve or propose to shareholders any action that must lawfully be approved by shareholders; fill vacancies on the Board or any committee; amend the Articles of Incorporation; adopt, amend or repeal the Bylaws; or approve a dissolution or merger or the sale of all or substantially all our assets. The Governance and Nominating Committee is responsible for making recommendations to the Board regarding the size and composition of the Board, reviewing the qualifications of candidates to the Board, and recommending nominees to the Board. It is also responsible for: • taking a leadership role in shaping our corporate governance; • developing and recommending to the Board a set of corporate governance guidelines, periodically reviewing and reassessing the adequacy of those principles, and recommending any proposed changes to the Board for approval; • leading the Board in its annual review of the Board’s performance; and • addressing committee structure and operations, committee reporting to the Board, committee member qualifications and committee member appointment and removal. It has sole authority for retaining or terminating any search firm used to identify director candidates and determining such firm’s fees. Our Governance and Nominating Committee also performs other related duties as defined in its written charter. It has only members that are independent under our Corporate Governance Guidelines and the rules of the New York Stock Exchange. The Risk Committee is responsible for assisting the Board in overseeing and reviewing our enterprise risk management framework, including the significant policies, procedures and practices employed to manage credit risk, market risk, liquidity risk, operational risk and compliance risk. It is also responsible for overseeing our implementation of regulatory requirements pertaining to capital adequacy, liquidity adequacy, stress testing, resolution planning, and capital disclosure policies and controls. It regularly reviews and discusses with various members of senior management matters related to credit risk, market risk, liquidity risk, operational risk, legal, regulatory and compliance risk and enterprise risk management. The Committee also oversees the management of the Bank’s fiduciary activities. |
SunTrust Banks, Inc. - 2014 Proxy Statement | 15 | |
Other Director and Executive Officer Information
Other Director and Executive Officer Information |
16 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Executive Officers |
Executive Officers |
The Board elects executive officers annually following the annual meeting of shareholders to serve until the meeting of the Board following the next annual meeting. The following table sets forth the name of each executive officer and the principal positions and offices he or she holds with SunTrust. |
Name | Age | Officers |
Kenneth J. Carrig | 56 | Corporate Executive Vice President and Chief Human Resources Officer |
Mark A. Chancy | 49 | Corporate Executive Vice President and Wholesale Banking Executive |
Anil Cheriyan | 56 | Corporate Executive Vice President and Chief Information Officer |
Rilla Delorier | 46 | Corporate Executive Vice President and Consumer Channels, Sales & Service Executive |
Brad R. Dinsmore | 51 | Corporate Executive Vice President and Consumer and Private Wealth Management Executive |
Raymond D. Fortin | 61 | Corporate Executive Vice President, General Counsel and Corporate Secretary |
Thomas E. Freeman | 62 | Corporate Executive Vice President and Chief Risk Officer |
Aleem Gillani | 51 | Corporate Executive Vice President and Chief Financial Officer |
Jerome T. Lienhard II | 57 | President and Chief Executive Officer of SunTrust Mortgage, Inc. |
William H. Rogers, Jr. | 56 | Chairman of the Board and Chief Executive Officer |
SunTrust Banks, Inc. - 2014 Proxy Statement | 17 | |
18 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Executive Compensation |
Executive Compensation |
SunTrust Banks, Inc. - 2014 Proxy Statement | 19 | |
20 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Executive Compensation
Components of Our Executive Compensation Program
The principal components of our NEO compensation program and a summary of 2013 actions with respect to each component are described in the following table:
Component | Description | Summary of 2013 Actions |
Base Salary | Fixed cash component. Recognizes level of responsibility, experience and individual performance. Reviewed annually and adjusted, if and when appropriate. | Base salaries for Messrs. Gillani and Freeman were increased in 2013 consistent with competitive market data. |
Short-Term Incentives | The Annual Incentive Plan (AIP) is a variable performance-based award opportunity paid in cash. Rewards the achievement of annual performance goals. | Awards were based on achievement of net income available to common shareholders and tangible efficiency ratio goals. |
Long-Term Incentives | Variable compensation component. Amount earned will vary based on stock price and corporate performance. LTI focuses attention on long-range objectives and future returns to shareholder. |
Target Award Structure: The LTI grant structure included three components -
40% - Performance-based RSUs (RORWA), 40% - Performance-based RSUs (TSR), and 20% - Stock Options. |
– Performance-based RSUs - Return on Risk-Weighted Assets (RORWA) | RORWA maintains an overall profitability focus while ensuring appropriate risk-adjusted return. Further, the measure is not influenced by changes in shares outstanding as are other return measures such as return on equity. | |
– Performance-based RSUs - Relative Total Shareholder Return (TSR) | Aligns interests of executives with our shareholders by rewarding an increase in our TSR relative to an industry peer group. | |
– Stock Options | Aligns executives with shareholders and delivers value only if our share price increases. | |
Retirement Plans | Fixed compensation component. Intended to assist in attaining financial security during retirement. Plans included tax- qualified defined benefit plans and supplemental defined benefit plans. | Plans were frozen in 2011. |
401(k) Plan and Deferred Compensation | Fixed component of compensation. Qualified and nonqualified plans provide tax advantaged saving vehicles. | The Company matched employee contributions up to 6%, and provided an additional, discretionary contribution. |
Other | Most perquisites were eliminated January 1, 2008. | No change. |
SunTrust Banks, Inc. - 2014 Proxy Statement | 21 | |
Executive Compensation
2013 Chairman and CEO Compensation Mix
2013 NEO Compensation Mix
Below, we explain how our 2013 annual incentive awards and long-term incentive grants are tied to future performance. Annual Incentive Plan (AIP) . Payments to NEOs under our annual incentive cash plan (AIP) are based entirely on the achievement of corporate performance objectives. While the company evaluates overall performance on multiple financial metrics, annual results for net income available to common shareholders (75% weighting) and tangible efficiency ratio |
(25% weighting) are used to fund NEO AIP awards. In 2013, NEOs earned AIP awards at 78% of target. The link between pay and performance under the annual incentive cash plan is illustrated in the following table. | |||||
2013 Annual Incentive
Plan Objectives |
2013
1
Adjusted Results |
|||||
Min. | Target | Max. | ||||
Net Income Available to Common Shareholders (75% weight) | $1.1B | $1.5B | $1.8B |
$1.476
Billion |
||
Tangible Efficiency Ratio (25% weight) | 67% | 63% | 62% | 65.9% | ||
Payout % of Target | 0% | 100% | 150% | 78% | ||
1 We provide GAAP amounts and a reconciliation from adjusted amounts to GAAP amounts in our 2013 Annual Report on Form 10-K in Table 36 at pages 95-98. Long-Term Incentives . Our 2013 long-term incentive grants had three components. 40% of our long-term incentive award value consisted of performance-based RSUs that will vest based upon our total shareholder return (TSR) relative to a peer group measured over the three years 2013-2015, provided that an absolute earnings per share hurdle is met. 40% of our long-term incentive award value consisted of performance-based RSUs with separate absolute performance goals based on our return on risk-weighted-assets for each of 2013, 2014, and 2015. Finally, 20% of our long-term incentive compensation consisted of stock options. |
Grant
Value |
Grant Description |
Performance
Period |
Performance
Goal |
Vesting 1 |
40% | Performance-based Restricted Stock Units-Absolute EPS Hurdle plus Relative TSR | 2013–2015 | SunTrust TSR Compared to Peer Group Median TSR | If earned, award vests on Feb. 26, 2016 |
40% | Performance-based Restricted Stock Units-RORWA |
2013 2014 2015 |
90 basis points;
95 basis points; 100 basis points |
If earned, award vests on Feb. 26, 2016 |
20% | Stock Options | N / A | N/A | Vests 1/3 pro rata on anniversary of grant date |
1 | NEOs are required to retain 50% of net shares for a minimum of one year as required by our Share Ownership and Share Retention Guidelines. |
22 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Executive Compensation
SunTrust Banks, Inc. - 2014 Proxy Statement | 23 | |
Executive Compensation
24 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Executive Compensation
SunTrust Banks, Inc. - 2014 Proxy Statement | 25 | |
Provided that a cumulative $3.00 per share EPS target is achieved, awards will be earned based on SunTrust’s relative ranking measured over a 3-year performance period as follows:
|
award, while achievement of the target results in satisfaction of the performance condition with respect to 100% of the respective third of the award. Interpolation will not be applied between the threshold and target levels. RORWA for 2013 was approximately 92 basis points on a GAAP basis, so this portion of the award shall vest on February 26, 2016. Awards will be settled in shares of common stock. Dividends will not be paid on unvested awards but instead will be accrued and reinvested in equivalent shares of common stock, and then paid only if the underlying award vests. These awards are subject to our expanded recoupment (clawback) policy. Refer to “ Recoupment of Incentive Compensation (Clawbacks) ” below.
Stock Options. Approximately 20% of the long-term incentive was delivered via stock options which vest pro rata annually over three years (i.e. one-third each year). These deliver value only if our share price increases. These awards are subject to our expanded recoupment (clawback) policy. Refer to “ Recoupment of Incentive Compensation (Clawbacks) below.
Over time, we have gradually reduced the role of stock options in the long-term incentive. We granted no stock options to NEOs in 2014 and do not expect to do so in future years.
4. Benefits
401(k) Plan and Deferred Compensation Plan . We offer a qualified 401(k) Plan and a nonqualified deferred compensation plan to provide tax-advantaged savings vehicles. We make matching contributions to the 401(k) Plan and the Deferred Compensation Plan to encourage employees to save money for their retirement. These plans, and our contributions to them, enhance the range of benefits we offer to executives and enhance our ability to attract and retain employees.
Under the 401(k) Plan for 2013, employees may defer from 1% to 50% of their eligible pay (subject to Internal Revenue Service limits). We match the first 6% on a dollar-for-dollar basis, for a total match of 6% of eligible pay for each participant who defers 6% or more of his or her eligible pay. Matching contributions are deposited into investment funds, including Company stock, based on Plan participants’ directions.
We also maintain a nonqualified deferred compensation plan in order to further assist NEOs and certain other executives in saving for retirement. Under the Deferred Compensation Plan, participants may defer from 6% to 50% of base salary and 20% to 90% of incentive compensation. The Deferred Compensation Plan also provides for a Company contribution equal to 6% of the participant’s eligible earnings in excess of the IRS qualified plan compensation limit ($255,000 for 2013) up to two times such limit. A participant’s Company contribution may not be greater than his or her actual |
|||||||
Performance |
STI TSR
vs. Peer Median |
Percent of Award
That Vests |
||||||
Maximum | 20% | 125% | ||||||
15% | 118.75% | |||||||
10% | 112.5% | |||||||
5% | 106.25% | |||||||
at peer median | 100% | |||||||
Target | (5)% | 81.25% | ||||||
(10)% | 62.5% | |||||||
(15)% | 43.75% | |||||||
Threshold | (20)% | 25% | ||||||
< (20)% | 0% | |||||||
We use straight-line interpolation to determine final awards when our performance falls between Threshold, Target and Maximum performance levels. Awards will be settled in shares of common stock. We do not pay dividends on unvested awards but instead accrue and reinvest them in equivalent shares of SunTrust common stock and pay them only if the underlying award vests. These awards are subject to our expanded recoupment (clawback) policy. Refer to “Recoupment of Incentive Compensation (Clawbacks)” below.
Performance-based Restricted Stock Units - Absolute Return on Risk-Weighted Assets. Approximately 40% of the long-term incentive was delivered via performance-based RSUs which are awarded based upon achievement of an absolute return on risk-weighted asset thresholds and targets:
|
||||||||
2013 | 2014 | 2015 | ||||||
Threshold (Minimum) | 70 | 75 | 80 | |||||
Target (Maximum) | 90 | 95 | 100 | |||||
(amounts in basis points) | ||||||||
These performance levels were established by the Committee with the involvement of management after review of the Company’s business plan and multi-year forecasts, current operating results, and peer performance.
Failure to satisfy the threshold performance condition results in the forfeiture of that third of the award. Achievement of the threshold results in satisfaction of the performance condition with respect to 50% of the respective third of the |
||||||||
26 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Executive Compensation |
SunTrust Banks, Inc. - 2014 Proxy Statement | 27 | |
Executive Compensation |
28 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Executive Compensation |
SunTrust Banks, Inc. - 2014 Proxy Statement | 29 | |
Executive Compensation |
30 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Executive Compensation |
Proxy Statement), we have adopted share ownership and retention guidelines for directors and for senior management to formalize these important principles of share ownership and share retention. A summary of the guidelines is provided below: |
Anti-Hedging Policy None of our executive officers or directors have hedged or pledged any of their shares. In addition, in 2013 we adopted an anti-hedging policy which prohibits our executive officers and directors from hedging the risk of ownership of SunTrust stock. Because our executive officers or directors have not pledged any significant amounts of stock historically, we have not found it necessary to prohibit pledging. If our officers and directors were to pledge any of their stock, then we would disclose that under the caption, “Stock Ownership of Certain Persons” in this proxy statement. Tax Considerations We consider the tax treatment of various forms of compensation and the potential for excise taxes to be imposed on our NEOs which might have the effect of hindering the purpose of such compensation. While we do not design our compensation programs solely for tax purposes, we do design our plans to be tax efficient for us where possible and where the design does not add a layer of complexity to the plans or their administration. This requires us to consider several provisions of the Internal Revenue Code. While we endeavor to deduct compensation when feasible, the Compensation Committee has the discretion to deliver non-deductible forms of compensation. Compensation Policies that Affect Risk Management We use incentive compensation plans for a large number of employees in addition to our executive officers. In this section, we describe some of our policies regarding our use and management of our incentive compensation plans, and how we manage risks arising from our use of incentive compensation. We do not believe that the risks which may arise from our compensation policies and practices are reasonably likely to have a material adverse effect on the Company. We Use Incentives Differently Based on Job Type. We have two primary short-term incentive plans. Our NEOs, senior executives, most managers and certain key employees participate in the AIP. These are employees with broader, company-wide and/or strategic responsibilities. This includes headquarters executives as well as leaders in various functions, such as Finance, Accounting, and Human Resources. The AIP provides an annual payout if performance exceeds pre-established corporate goals and/or if pre-established divisional and individual goals are achieved. For our senior executives, these awards are based entirely or primarily on corporate performance. Awards for other employees generally are funded based on 25% corporate performance, 25% line of business or functional area (e.g., finance) and |
|||||
Position |
Stock
Ownership Guideline |
Share Retention Requirement | ||||
CEO |
5X Base
Salary |
50% retention requirement on exercised options, vested restricted stock, and vested restricted stock units for a minimum of one year | ||||
CEO’s
Direct Reports |
3X Base
Salary |
50% retention requirement on exercised options, vested restricted stock, and vested restricted stock units for a minimum of one year | ||||
We require our CEO to own SunTrust common stock worth at least five times his base salary. We require his direct reports and other specified executive officers, who include all of the NEOs, to own stock equal to three times their base salary. We allow these officers five years to meet this ownership requirement, measured from the later of the date of adoption of these guidelines or the date they became subject to the guidelines. We count unvested restricted stock and our common stock or its equivalent held in the 401(k) Plan and phantom shares in nonqualified plans. We do not count unvested performance shares, vested or unvested stock options. In 2011, we enhanced our Share Retention Guidelines. Executives are required to retain 50% of net shares for a minimum of one year, ensuring longer term alignment with shareholder risk. Net shares means shares acquired from Company-sponsored incentive plans after payment of transaction costs, including exercise prices and income taxes, whether or not shares are actually sold to pay these exercise costs. We require these officers to retain at least 50% of the net shares acquired upon the vesting of restricted stock or restricted stock units or the exercise of an option for at least one year. We require non-employee members of our Board to own at least 15,000 shares of our common stock, which is approximately five times their annual equity retainer. We count restricted stock, restricted stock units, and deferred or phantom stock towards this requirement. We allow members of the Board five years in which to meet this requirement. Presently, all Board members are in compliance with this requirement as it applies to them. |
||||||
SunTrust Banks, Inc. - 2014 Proxy Statement | 31 | |
Executive Compensation |
32 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Executive Compensation |
SunTrust Banks, Inc. - 2014 Proxy Statement | 33 | |
Executive Compensation
2013 SUMMARY COMPENSATION TABLE
Name and
Principal Position |
Year | Salary | Bonus |
Stock
3
Awards |
Option
4
Awards |
Non-
Equity Incentive Plan Comp. |
Change in
5
Pension Value and Nonqualified Deferred Compensation Earnings |
All
6
Other Comp. |
Total | ||||||||||||||||||
William H. Rogers, Jr. | 2013 | $ | 900,000 | $ | 0 | $ | 2,773,659 | $ | 811,592 | $ | 1,298,700 | $ | 0 | $ | 159,651 | $ | 5,943,602 | ||||||||||
Chairman and | 2012 | $ | 900,000 | $ | 0 | $ | 4,640,926 | $ | 1,067,399 | $ | 1,898,100 | $ | 936,365 | $ | 99,473 | $ | 9,542,263 | ||||||||||
Chief Executive Officer | 2011 | $ | 816,667 | $ | 0 | $ | 4,049,535 | $ | 815,025 | $ | 982,013 | $ | 2,562,097 | $ | 47,673 | $ | 9,273,010 | ||||||||||
Aleem Gillani | 2013 | $ | 550,000 | $ | 81,150 | 2 | $ | 866,272 | $ | 253,476 | $ | 450,450 | $ | 0 | $ | 87,648 | $ | 2,288,996 | |||||||||
Corporate Executive V.P. | 2012 | $ | 475,000 | $ | 140,000 | 2 | $ | 2,430,908 | $ | 347,963 | $ | 541,500 | $ | 11,332 | $ | 53,640 | $ | 4,000,343 | |||||||||
and Chief Financial Officer | 2011 | $ | 469,259 | $ | 165,000 | 2 | $ | 455,248 | $ | 235,540 | $ | 361,790 | $ | 32,670 | $ | 38,533 | $ | 1,758,040 | |||||||||
Mark A. Chancy | 2013 | $ | 600,000 | $ | 0 | $ | 1,129,545 | $ | 330,515 | $ | 538,200 | $ | 0 | $ | 91,902 | $ | 2,690,162 | ||||||||||
Corporate Executive V.P. and | 2012 | $ | 600,000 | $ | 0 | $ | 2,957,491 | $ | 434,170 | $ | 752,400 | $ | 220,233 | $ | 70,479 | $ | 5,034,773 | ||||||||||
Wholesale Banking Executive | 2011 | $ | 586,667 | $ | 0 | $ | 1,703,377 | $ | 267,521 | $ | 423,399 | $ | 352,159 | $ | 35,967 | $ | 3,369,090 | ||||||||||
Thomas E. Freeman | 2013 | $ | 560,000 | $ | 0 | $ | 1,019,709 | $ | 298,382 | $ | 458,640 | $ | 0 | $ | 92,413 | $ | 2,429,144 | ||||||||||
Corporate Executive V.P. | 2012 | $ | 525,000 | $ | 0 | $ | 2,430,908 | $ | 347,963 | $ | 598,500 | $ | 83,768 | $ | 55,144 | $ | 4,041,283 | ||||||||||
and Chief Risk Officer | 2011 | $ | 508,333 | $ | 0 | $ | 1,383,303 | $ | 263,979 | $ | 338,937 | $ | 307,738 | $ | 30,037 | $ | 2,832,327 | ||||||||||
Anil Cheriyan | 2013 | $ | 500,000 | 1 | $ | 125,000 | 2 | $ | 866,272 | $ | 253,476 | $ | 409,500 | $ | 0 | $ | 26,317 | $ | 2,180,565 | ||||||||
Corporate Executive V.P. | 2012 | $ | 375,000 | 1 | $ | 0 | $ | 2,312,987 | $ | 577,711 | $ | 427,500 | $ | 0 | $ | 7,500 | $ | 3,700,698 | |||||||||
and Chief Information Officer |
1 | Mr. Cheriyan joined SunTrust on April 1, 2012; accordingly, we report a prorated amount for 2012 and a full year amount for 2013. |
2 | For Mr. Gillani, reflects time-vested incentive cash awards granted prior to becoming an executive officer which vested in 2013. For Mr. Cheriyan, reflects hiring bonus paid in 2013. |
3 | We report all equity awards at the full grant date fair value of each award calculated in accordance with FASB ASC Topic 718. Please refer to note 15 to our financial statements in our annual reports for the years ended December 31, 2013, 2012, and 2011, respectively, for a discussion of the assumptions related to the calculation of such values. For awards that are subject to performance conditions, we report the value at grant date based upon the probable outcome of such conditions consistent with our estimate of aggregate compensation cost to be recognized over the service period determined under FASB ASC Topic 718, excluding the effect of estimated forfeitures. The maximum number of 2013 performance-based RSU (TSR) awards that may be earned multiplied by the per unit accounting value for the grant of $21.69 are as follows: Mr. Rogers–$1,531,596; Mr. Gillani–$478,351; Mr. Chancy–$623,718; Mr. Freeman–$563,072; and Mr. Cheriyan–$478,351. The 2013 performance-based RSU (RORWA) awards will vest all or none and, therefore, are reflected in the table above at maximum potential value. |
4 | Please refer to note 15 to our financial statements in our annual reports for the years ended December 31, 2013, 2012, and 2011, for a discussion of the assumptions related to the calculation of such values. |
5 | The actual changes in pension values were negative in 2013, as follows: Mr. Rogers–$-305,700; Mr. Gillani–$-2,138; Mr. Chancy–$-135,203 Mr. Freeman–$-13,262. |
6 | Total perquisites and other personal benefits for each NEO were less than $10,000 in 2013. The amount shown as “ All Other Compensation ” for 2013 includes the following: (a) 401(k) Company Match (includes our matching contributions to both the 401(k) Plan and the Deferred Compensation Plan) for Mr. Rogers–$152,811; Mr. Gillani–$83,413; Mr. Chancy–$85,268; Mr. Freeman–$88,101; and Mr. Cheriyan–$22,467; and (b) supplemental disability insurance premiums for Mr. Rogers–$6,840; Mr. Gillani–$4,235; Mr. Chancy–$6,634; Mr. Freeman–$4,312; and Mr. Cheriyan–$3,850. |
34 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Executive Compensation
2013 GRANTS OF PLAN-BASED AWARDS
In this table, we provide information concerning each grant of an award made to an NEO in the most recently completed year. This includes awards under the Annual Incentive Plan, performance-vested restricted stock units and stock option awards granted under the SunTrust Banks, Inc. 2009 Stock Plan, all of which are discussed in greater detail in this Proxy Statement under the caption, “ Compensation Discussion and Analysis.” Half of the vested net shares awarded under the RSUs and NQSOs are subject to an additional 1-year holding period under the Share Ownership and Share Retention Guidelines.
Estimated
Future Payouts
Under Non-Equity Incentive Plan Awards |
Estimated
Future Payouts
Under Equity Incentive Plan Awards |
|||||||||||||||||||||||||||||||
Name |
Grant
Date |
Threshold | Target | Maximum | Threshold | Target | Maximum |
All
Other Option
Awards: Number of Securities Underlying Options |
Exercise
or
Base Price of Option Awards |
Grant
Date
Fair Value of Stock and Option Award |
||||||||||||||||||||||
Rogers | AIP 1 | 1/1/2013 | $ | 0 | $ | 1,665,000 | $ | 2,497,500 | ||||||||||||||||||||||||
RSU 2 | 2/26/2013 | 14,123 | 56,490 | 70,613 | $ | 1,225,268 | ||||||||||||||||||||||||||
RSU 3 | 2/26/2013 | 56,490 | $ | 1,548,391 | ||||||||||||||||||||||||||||
NQSO 4 | 2/26/2013 | 110,121 | $ | 27.41 | $ | 811,592 | ||||||||||||||||||||||||||
Gillani | AIP 1 | 1/1/2013 | $ | 0 | $ | 577,500 | $ | 866,250 | ||||||||||||||||||||||||
RSU 2 | 2/26/2013 | 4,411 | 17,643 | 22,054 | $ | 382,677 | ||||||||||||||||||||||||||
RSU 3 | 2/26/2013 | 17,643 | $ | 483,595 | ||||||||||||||||||||||||||||
NQSO 4 | 2/26/2013 | 34,393 | $ | 27.41 | $ | 253,476 | ||||||||||||||||||||||||||
Chancy | AIP 1 | 1/1/2013 | $ | 0 | $ | 690,000 | $ | 1,035,000 | ||||||||||||||||||||||||
RSU 2 | 2/26/2013 | 5,751 | 23,005 | 28,756 | $ | 498,978 | ||||||||||||||||||||||||||
RSU 3 | 2/26/2013 | 23,005 | $ | 630,567 | ||||||||||||||||||||||||||||
NQSO 4 | 2/26/2013 | 44,846 | $ | 27.41 | $ | 330,515 | ||||||||||||||||||||||||||
Freeman | AIP 1 | 1/1/2013 | $ | 0 | $ | 588,000 | $ | 882,000 | ||||||||||||||||||||||||
RSU 2 | 2/26/2013 | 5,192 | 20,768 | 25,960 | $ | 450,458 | ||||||||||||||||||||||||||
RSU 3 | 2/26/2013 | 20,768 | $ | 569,251 | ||||||||||||||||||||||||||||
NQSO 4 | 2/26/2013 | 40,486 | $ | 27.41 | $ | 298,382 | ||||||||||||||||||||||||||
Cheriyan | AIP 1 | 1/1/2013 | $ | 0 | $ | 525,000 | $ | 787,500 | ||||||||||||||||||||||||
RSU 2 | 2/26/2013 | 4,411 | 17,643 | 22,054 | $ | 382,677 | ||||||||||||||||||||||||||
RSU 3 | 2/26/2013 | 17,643 | $ | 483,595 | ||||||||||||||||||||||||||||
NQSO 4 | 2/26/2013 | 34,393 | $ | 27.41 | $ | 253,476 |
1 | Annual Incentive Plan . Represents award opportunity under the Annual Incentive Plan (AIP). Subject to threshold performance; refer to the Compensation Discussion and Analysis for additional information. Amounts actually earned for 2013 are reported in the Summary Compensation Table in the column, “ Non-Equity Incentive Plan Compensation .” |
2 | Performance Vested RSUs–Relative TSR . Performance vested restricted stock units granted under the SunTrust Banks, Inc. 2009 Stock Plan. The grant cliff vests after three years (i.e. does not vest at all until after three years) provided (i) an earnings-per-share hurdle is achieved, and (ii) based upon our TSR measured over three years relative to the TSR of a select peer group. Awards will be denominated in and settled in shares of SunTrust common stock. Dividends will not be paid on unvested awards but instead will be accrued and reinvested in equivalent shares of SunTrust common stock and paid if and when the underlying award vests. |
3 | Performance Vested RSUs–RORWA . Performance vested restricted stock units granted under the SunTrust Banks, Inc. 2009 Stock Plan. Vesting of the award is subject to the satisfaction of annual return on risk-weighted asset performance targets for each of 2013, 2014, and 2015. Awards will be denominated in and settled in shares of SunTrust common stock. Dividends will not be paid on unvested awards but instead will be accrued and reinvested in equivalent shares of SunTrust common stock and paid if and when the underlying award vests. |
4 | Stock Options . Non-qualified stock options granted under the SunTrust Banks, Inc. 2009 Stock Plan which vest pro rata annually over three years. |
SunTrust Banks, Inc. - 2014 Proxy Statement | 35 | |
Executive Compensation
EQUITY COMPENSATION PLANS
The following table provides information as of December 31, 2013 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.
Plan Category |
Number of Securities
to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
Weighted Average
Exercise Price of Outstanding Options, Warrants and Rights |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans |
|||||||
Equity Compensation Plans Approved by Shareholders 1 | 10,929,371 | 2 | $ | 49.86 | 3 | 17,274,016 | 4 | |||
Equity Compensation Plans Not Approved by Shareholders | 0 | 0 | 0 | |||||||
Total | 10,929,371 | 2 | $ | 49.86 | 3 | 17,274,016 | 4 |
1 | Consists of the 2000 Stock Plan, the 2004 Stock Plan, and the 2009 Stock Plan, as well as other plans assumed by SunTrust in connection with certain corporate mergers. |
2 | The number of outstanding full value shares (consisting of shares of restricted stock and performance stock) is 3,983,538. |
3 | The weighted average remaining term of the outstanding options, warrants and rights is 3.34 years. |
4 | Up to 8,971,619 shares may, but need not, be granted as restricted stock. In addition, any shares of stock subject to an option which remain unissued after the cancellation, expiration or exchange of such option and any restricted shares which are forfeited again become available for use under the 2009 Stock Plan. |
OPTION EXERCISES AND STOCK VESTED IN 2013
The following table provides information concerning exercises of stock options (if any) and the vesting of restricted stock during the most recently completed year for each of the NEOs on an aggregate basis.
Option Awards | Stock Awards | ||||||||||||
Name |
Number of Shares
Acquired on Exercise |
Value Realized
on Exercise |
Number of Shares
Acquired on Vesting |
Value Realized
on Vesting 1 |
|||||||||
William H. Rogers, Jr. | — | — | 4,000 | $ | 124,280 | ||||||||
Aleem Gillani | 19,801 | $ | 172,737 | 6,508 | $ | 189,162 | |||||||
Mark A. Chancy | 30,000 | $ | 576,165 | 3,557 | $ | 102,470 | |||||||
Thomas E. Freeman | — | — | — | — | |||||||||
Anil Cheriyan | — | — | — | — |
1 | The amount represents the sum of restricted stock and performance-based restricted stock units that vested during the fiscal year. Restricted stock vesting: Mr. Rogers–$124,280; Mr. Gillani–$111,150; Mr. Chancy–$0; Mr. Freeman–$0, Mr. Cheriyan-$0. Restricted stock units vesting: Mr. Rogers–$0; Mr. Gillani–$78,012; Mr. Chancy–$102,470; Mr. Freeman–$0, Mr. Cheriyan-$0. |
36 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Executive Compensation |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2013
Option Awards | Stock Awards | ||||||||||
Name |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
Option
Exercise Price |
Option
Expiration Date |
Vesting
Date |
Number
of Shares of Stock That Have Not Vested |
Market
1
Value of Shares of Stock That Have Not Vested |
Equity
Incentive Plan Awards: Number of Unearned Shares of Stock That Have Not Vested |
Equity
1
Incentive Plan Awards: Market Value of Unearned Shares of Stock That Have Not Vested |
||
William H. Rogers, Jr. | 18,000 | $73.19 | 2/10/2014 | ||||||||
18,000 | $73.14 | 2/8/2015 | |||||||||
32,000 | $71.03 | 2/14/2016 | |||||||||
35,000 | $85.06 | 2/13/2017 | |||||||||
88,800 | $64.58 | 2/12/2018 | |||||||||
100,000 | $29.54 | 12/31/2018 | |||||||||
250,000 | $ 9.06 | 2/10/2019 | |||||||||
56,293 | $29.20 | 4/1/2021 | |||||||||
45,401 | $21.67 | 2/14/2022 | |||||||||
45,400 | $21.67 | 2/14/2022 | 2/14/2014 | 26,300 | $968,103 | ||||||
36,708 | $27.41 | 2/26/2023 | 2/26/2014 | ||||||||
3/31/2014 | 64,024 | $ | 2,356,723 | ||||||||
28,146 | $29.20 | 4/1/2021 | 4/1/2014 | ||||||||
45,399 | $21.67 | 2/14/2022 | 2/14/2015 | 26,300 | $968,103 | 78,800 | $ | 2,900,628 | |||
36,707 | $27.41 | 2/26/2023 | 2/26/2015 | ||||||||
2/14/2016 | 100,000 | $ | 3,681,000 | ||||||||
2/26/2016 | 18,830 | $693,132 | 37,660 | $ | 1,386,265 | ||||||
36,706 | $27.41 | 2/26/2023 | 2/26/2016 | 56,490 | $ | 2,079,397 | |||||
Aleem Gillani | 13,800 | $32.27 | 2/8/2021 | 2/8/2014 | 5,100 | $187,731 | |||||
5,500 | $32.27 | 2/8/2021 | 2/8/2014 | 2,190 | $ 80,614 | ||||||
14,800 | $21.67 | 2/14/2022 | 2/14/2014 | 8,550 | $314,726 | ||||||
11,465 | $27.41 | 2/26/2023 | 2/26/2014 | ||||||||
3/31/2014 | 2,666 | $ 98,135 | |||||||||
14,799 | $21.67 | 2/14/2022 | 2/14/2015 | 8,550 | $314,726 | ||||||
2/14/2015 | 25,700 | $ | 946,017 | ||||||||
11,464 | $27.41 | 2/26/2023 | 2/26/2015 | ||||||||
2/14/2016 | 75,000 | $ | 2,760,750 | ||||||||
11,464 | $27.41 | 2/26/2023 | 2/26/2016 | 5,881 | $216,480 | 11,762 | $ | 432,959 | |||
2/26/2016 | 17,643 | $ | 649,439 | ||||||||
Mark A. Chancy | 10,000 | $73.19 | 2/10/2014 | ||||||||
40,000 | $73.14 | 2/8/2015 | |||||||||
45,000 | $71.03 | 2/14/2016 | |||||||||
42,000 | $85.06 | 2/13/2017 | |||||||||
115,000 | $64.58 | 2/12/2018 | |||||||||
100,000 | $29.54 | 12/31/2018 | |||||||||
170,000 | $ 9.06 | 2/10/2019 | |||||||||
18,478 | $29.20 | 4/1/2021 | |||||||||
18,467 | $21.67 | 2/14/2022 | |||||||||
18,467 | $21.67 | 2/14/2022 | 2/14/2014 | 10,700 | $393,867 | ||||||
14,949 | $27.41 | 2/26/2023 | 2/26/2014 | ||||||||
3/31/2014 | 3,502 | $128,909 | |||||||||
3/31/2014 | 21,015 | $ | 773,562 | ||||||||
3/31/2014 | 7,819 | $ | 287,817 | ||||||||
9,238 | $29.20 | 4/1/2021 | 4/1/2014 | ||||||||
18,466 | $21.67 | 2/14/2022 | 2/14/2015 | 10,700 | $393,867 | 32,100 | $ | 1,181,601 |
SunTrust Banks, Inc. - 2014 Proxy Statement | 37 | |
Executive Compensation |
Option Awards | Stock Awards | |||||||||||
Name |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
Option
Exercise Price |
Option
Expiration Date |
Vesting
Date |
Number
of Shares of Stock That Have Not Vested |
Market
1
Value of Shares of Stock That Have Not Vested |
Equity
Incentive Plan Awards: Number of Unearned Shares of Stock That Have Not Vested |
Equity
1
Incentive Plan Awards: Market Value of Unearned Shares of Stock That Have Not Vested |
|||
14,949 | $27.41 | 2/26/2023 | 2/26/2015 | |||||||||
2/14/2016 | 90,000 | $ | 3,312,900 | |||||||||
14,948 | $27.41 | 2/26/2023 | 2/26/2016 | 7,668 | $282,259 | 15,337 | $ | 564,555 | ||||
2/26/2016 | 23,005 | $ | 846,814 | |||||||||
Thomas E. Freeman | 18,000 | $71.03 | 2/14/2016 | |||||||||
20,000 | $85.06 | 2/13/2017 | ||||||||||
81,400 | $64.58 | 2/12/2018 | ||||||||||
275,276 | $ 9.06 | 2/10/2019 | ||||||||||
18,233 | $29.20 | 4/1/2021 | ||||||||||
14,801 | $21.67 | 2/14/2022 | ||||||||||
14,800 | $21.67 | 2/14/2022 | 2/14/2014 | 8,550 | $314,726 | |||||||
13,496 | $27.41 | 2/26/2023 | 2/26/2014 | |||||||||
3/31/2014 | 20,737 | $ | 763,329 | |||||||||
9,116 | $29.20 | 4/1/2021 | 4/1/2014 | |||||||||
14,799 | $21.67 | 2/14/2022 | 2/14/2015 | 8,550 | $314,726 | 25,700 | $ | 946,017 | ||||
13,495 | $27.41 | 2/26/2023 | 2/26/2015 | |||||||||
2/14/2016 | 75,000 | $ | 2,760,750 | |||||||||
2/26/2016 | 6,923 | $254,836 | 13,845 | $ | 509,634 | |||||||
13,495 | $27.41 | 2/26/2023 | 2/26/2016 | 20,768 | $ | 764,470 | ||||||
Anil Cheriyan | 8,231 | $23.68 | 4/24/2022 | |||||||||
2/14/2014 | 4,223 | $155,449 | ||||||||||
11,465 | $27.41 | 2/26/2023 | 2/26/2014 | |||||||||
49,383 | $23.68 | 4/24/2022 | 4/24/2014 | 16,892 | $621,795 | |||||||
8,231 | $23.68 | 4/24/2022 | 4/24/2014 | |||||||||
2/14/2015 | 4,223 | $155,449 | 12,669 | $ | 466,346 | |||||||
11,464 | $27.41 | 2/26/2023 | 2/26/2015 | |||||||||
8,230 | $23.68 | 4/24/2022 | 4/24/2015 | |||||||||
2/14/2016 | 62,500 | $ | 2,300,625 | |||||||||
11,464 | $27.41 | 2/26/2023 | 2/26/2016 | 5,881 | $216,480 | 11,762 | $ | 432,959 | ||||
2/26/2016 | 17,643 | $ | 649,439 |
1 | Market value of unearned shares that have not vested is based on the closing market price on December 31, 2013 ($36.81 per share). |
38 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Executive Compensation |
2013 PENSION BENEFITS TABLE
SunTrust Banks, Inc. - 2014 Proxy Statement | 39 | |
Executive Compensation
2013 PENSION BENEFITS TABLE
Name | Plan Name | Status |
Number of
Years Credited Service |
Present Value
1
of Accumulated Benefit |
Payments
During Last Fiscal Year |
|||||||||||
William H. Rogers, Jr. | SunTrust Retirement Plan 2 | vested | 31.50 | $ | 955,884 | $0 | ||||||||||
SunTrust ERISA Excess Plan 3 | vested | 31.50 | $ | 874,477 | $0 | |||||||||||
SunTrust SERP 4 | not vested | 31.50 | $ | 4,636,989 | $0 | |||||||||||
Aleem Gillani | SunTrust Retirement Plan 2 | vested | 4.667 | $ | 53,073 | $0 | ||||||||||
SunTrust ERISA Excess Plan 3 | vested | 4.667 | $ | 51,101 | $0 | |||||||||||
SunTrust Restoration Plan 5 | not vested | 4.667 | $ | 8,934 | $0 | |||||||||||
Mark A. Chancy | SunTrust Retirement Plan 2 | vested | 10.50 | $ | 128,224 | $0 | ||||||||||
SunTrust ERISA Excess Plan 3 | vested | 10.50 | $ | 103,060 | $0 | |||||||||||
SunTrust SERP 4 | not vested | 10.50 | $ | 761,779 | $0 | |||||||||||
Thomas E. Freeman | SunTrust Retirement Plan 2 | vested | 6.00 | $ | 103,870 | $0 | ||||||||||
SunTrust ERISA Excess Plan 3 | vested | 6.00 | $ | 91,043 | $0 | |||||||||||
SunTrust SERP 4 | not vested | 6.00 | $ | 475,203 | $0 | |||||||||||
Anil Cheriyan | N/A | N/A | N/A | N/A | N/A |
1 |
Present
values
are based
on the
assumptions
as used
in the
financial
disclosures
for the
year
ended
December
31, 2013,
except
that
no pre-retirement
death,
termination,
or disability
is assumed.
These
results
are based
on the
lump
sum value
of each
benefit
payable
at the
earliest
unreduced
retirement
age for
the Plan.
Lump
sum payments
are estimated
based
on the
assumptions
used
for year-end
2013
financial
disclosures,
including
a discount
rate
of 4.75%
for the
SERP,
ERISA
Excess
Plan,
and SunTrust
Restoration
Plan,
5.00%
for the
Retirement
Plan,
and the
RP-2000
CH (proj.
2014,
Scale
BB, unisex)
mortality
table.
Where applicable, PPA balances are included. PPA balances are accumulated with interest credits to the earliest unreduced retirement age and then discounted to December 31, 2013 based on the interest crediting rate and discount rate assumptions used for financial reporting purposes as of December 31, 2013. |
Generally, benefits are assumed to commence at the plan’s earliest unreduced retirement age, or the current age if later. For the ERISA Excess Plan and SunTrust Retirement Plan, the earliest unreduced retirement age is either 65 (Messrs. Chancy, Freeman, and Gillani (Retirement only)) or 60 (Mr. Rogers). For the SERP (Messrs. Chancy, Freeman, and Rogers), the earliest unreduced retirement age is the same as that for the ERISA Excess Plan. For the Restoration Plan (Mr. Gillani), benefits first become payable at vesting, which occurs at age 60 and 10 years of service. For the ERISA Excess Plan, if the benefit is the PPA Balance only, the date first payable is age 55 (Mr. Gillani). The present value at the expected retirement age is discounted back to December 31, 2013 with interest only, using the discount rates mentioned above.
2 | The SunTrust Retirement Plan is a defined benefit pension plan. It is a tax-qualified, broad-based plan generally available to almost all of our common law employees as of the date the plan was frozen. Benefits vest after three years’ service. |
3 | The purpose of the SunTrust ERISA Excess Plan is to provide benefits that would have been provided under the SunTrust Retirement Plan if the Internal Revenue Code did not place annual limits on compensation and benefits. Participation in this plan was limited to executives at certain grade levels who are designated as eligible by the Compensation Committee. The ERISA Excess Plan generally operates in the same manner as the SunTrust Retirement Plan and uses the same benefit formulas based on actual service and base salary (but limited under the ERISA Excess Plan to two times the annual compensation limit under the Internal Revenue Code, which is two times $245,000, resulting in a base salary limit of $490,000 for 2011, the last year of benefit accruals under the plan). Benefits vest after three years’ service. |
4 | The SunTrust Supplemental Executive Retirement Plan (SERP) was designed to provide a targeted level of post-retirement income to a highly select group of key executives who have a significant impact on our long-term growth and profitability. The SERP benefit supplements the retirement benefits provided under the SunTrust Retirement Plan and the ERISA Excess Plan. The SERP delivers more competitive levels of total retirement income to our executives and aids in the retention of critical executive talent. Benefits vest at age 60 plus 10 years’ service. As with the Retirement plan and the ERISA Excess Plan, benefits under the SERP were frozen January 1, 2012. |
5 | On December 31, 2010, the Company adopted the SunTrust Restoration Plan effective January 1, 2011. The SunTrust Restoration Plan is a nonqualified defined benefit cash balance plan designed to restore benefits to certain employees that are limited under provisions of the Internal Revenue Code which are not otherwise provided for under the ERISA Excess Plan. Participation in this plan was limited to executives at certain grade levels who are designated as eligible by the Compensation Committee. The benefit formula under the SunTrust Restoration Plan is the same as the PPA under the Retirement Plan. Benefits vest at age 60 plus 10 years’ service. As with the Retirement plan and the ERISA Excess Plan, benefits under the Restoration Plan were frozen January 1, 2012. |
40 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Executive Compensation
2013 NONQUALIFIED DEFERRED COMPENSATION TABLE
Name |
Executive
Contributions in Last FY |
Registrant
Contributions in Last FY |
Aggregate
Earnings in Last FY |
Aggregate
Withdrawals/ Distributions |
Aggregate
Balance at Last FYE |
|||||||||||
William H. Rogers, Jr. | $ | 54,000 | $ | 132,511 | $ | 193,295 | $ 0 | $ | 1,275,469 | |||||||
Aleem Gillani | $ | 146,800 | $ | 63,113 | $ | 212,273 | $0 | $ | 1,094,740 | |||||||
Mark A. Chancy | $ | 36,000 | $ | 64,968 | $ | 32,763 | $0 | $ | 932,798 | |||||||
Thomas E. Freeman | $ | 183,225 | $ | 67,801 | $ | 81,839 | $0 | $ | 702,458 | |||||||
Anil Cheriyan | $ | 100,000 | $ | 2,500 | $ | 17,189 | $0 | $ | 195,723 |
SunTrust Banks, Inc. - 2014 Proxy Statement | 41 | |
Executive Compensation
2013 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
42 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Executive Compensation
SunTrust Banks, Inc. - 2014 Proxy Statement | 43 | |
Executive Compensation
2013 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
Executive Benefits and
Payments upon Termination |
Voluntary |
Involuntary
Not for Cause |
For
Cause |
Involuntary
Or Good Reason (CIC) |
Death | Disability | |||||||||||||
William H. Rogers, Jr. | |||||||||||||||||||
Severance | $0 | $ | 900,000 | $0 | $ | 5,130,000 | $ | 0 | $ | 0 | |||||||||
Long-Term Incentives | $ 0 3 | $ | 3,740,679 | 1 | $0 | $ | 16,266,302 | $ | 11,065,993 | 6 | $ | 11,065,993 | 6 | ||||||
Retirement Plans 2 | $0 | $ | 0 | $0 | $ | 6,042,144 | $ | 0 | $ | 0 | 4 | ||||||||
Other Benefits 5 | $0 | $ | 0 | $0 | $ | 14,390,122 | $ | 0 | $ | 0 | |||||||||
Aleem Gillani | |||||||||||||||||||
Severance | $0 | $ | 275,000 | $0 | $ | 2,255,000 | $ | 0 | $ | 0 | |||||||||
Long-Term Incentives | $0 | $ | 1,573,099 | 1 | $0 | $ | 6,810,598 | $ | 3,583,612 | 6 | $ | 3,583,612 | 6 | ||||||
Retirement Plans 2 | $0 | $ | 0 | $0 | $ | 0 | $ | 0 | $ | 0 | |||||||||
Other Benefits 5 | $0 | $ | 0 | $0 | $ | 3,920,381 | $ | 0 | $ | 0 | |||||||||
Mark A. Chancy | |||||||||||||||||||
Severance | $0 | $ | 576,923 | $0 | $ | 3,870,000 | $ | 0 | $ | 0 | |||||||||
Long-Term Incentives | $0 | $ | 1,628,099 | 1 | $0 | $ | 8,640,078 | $ | 4,668,559 | 6 | $ | 4,668,559 | 6 | ||||||
Retirement Plans 2 | $0 | $ | 0 | $0 | $ | 1,088,029 | $ | 0 | $ | 0 | 4 | ||||||||
Other Benefits 5 | $0 | $ | 0 | $0 | $ | 6,848,126 | $ | 0 | $ | 0 | |||||||||
Thomas E. Freeman | |||||||||||||||||||
Severance | $0 | $ | 280,000 | $0 | $ | 2,296,000 | $ | 0 | $ | 0 | |||||||||
Long-Term Incentives | $ 0 3 | $ | 1,269,303 | 1 | $0 | $ | 7,100,896 | $ | 3,746,539 | 6 | $ | 3,746,539 | 6 | ||||||
Retirement Plans 2 | $0 | $ | 0 | $0 | $ | 332,468 | $ | 0 | $ | 0 | 4 | ||||||||
Other Benefits 5 | $0 | $ | 0 | $0 | $ | 4,470,954 | $ | 0 | $ | 0 | |||||||||
Anil Cheriyan | |||||||||||||||||||
Severance | $0 | $ | 250,000 | $0 | $ | 2,050,000 | $ | 0 | $ | 0 | |||||||||
Long-Term Incentives | $0 | $ | 1,799,156 | 1 | $0 | $ | 6,157,852 | $ | 3,350,526 | 6 | $ | 3,350,526 | 6 | ||||||
Retirement Plans 2 | $0 | $ | 0 | $0 | $ | 0 | $ | 0 | $ | 0 | |||||||||
Other Benefits 5 | $0 | $ | 0 | $0 | $ | 57,353 | $ | 0 | $ | 0 |
1 | Reflects vesting of outstanding awards pro rata through the date of termination. |
2 | Except where indicated, the NEOs would not receive any enhanced payments under the retirement plans as a result of the termination trigger. We disclose the amounts related to the retirement plans and the plans in which each NEO participates in the Pension Benefits and the Nonqualified Deferred Compensation Tables and accompanying narratives and notes. |
3 | Messrs. Rogers and Freeman were retirement eligible on December 31, 2013. If they had retired on such date, their outstanding awards would not have vested. Therefore, we report zero value in the table above. However, their awards will vest in the future if they perform certain non-competition, nondisclosure, and non-disparagement covenants following their retirement through the end of the respective vesting periods. The value of such awards were $20,859,836 and $8,618,231 at December 31, 2013, assuming eventual payout of performance awards based on the maximum performance level. |
4 | Had any of our NEOs become disabled on December 31, 2013 they would not have been eligible for a benefit to commence immediately. However, they may maintain disability leave employment and could eventually vest into any unvested benefits shown in the 2013 Pension Benefits Table. |
5 | Other Benefits would include disability payments, benefit continuation payments under applicable CIC agreements and/or tax gross-ups under applicable CIC agreements, if applicable. |
6 | Stock options and restricted stock vest in full upon an NEO’s termination of employment by reason of death or disability. Similarly, performance vested restricted stock generally vest upon an NEO’s termination of employment by reason of death or disability based on actual performance through December 31, 2013. |
44 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Advisory Vote on Executive Compensation (Item 2) |
Advisory Vote on Executive Compensation (Item 2) |
RESOLVED, that the holders of common stock of SunTrust Banks, Inc. approve the compensation paid to the Company’s named executive officers as described in the Compensation Discussion and Analysis (beginning at page 19 of this Proxy Statement), the Summary Compensation Table (at page 34 of this Proxy Statement), and in the other executive compensation tables and related discussion (which appear at pages 35-44 of this Proxy Statement). |
We believe that our compensation policies and procedures are competitive and, to the extent permitted by banking regulations, are focused on pay for performance principles and are strongly aligned with the long-term interests of our shareholders. We also believe that both the Company and shareholders benefit from responsive corporate governance policies and constructive and consistent dialogue. The resolution described above, commonly known as a “Say–on–Pay” proposal, gives you as a shareholder the opportunity to endorse or not endorse the compensation we pay to our named executive officers by voting to approve or not approve such compensation as described in this Proxy Statement.
We encourage you to closely review our Compensation Discussion and Analysis and the tabular and narrative disclosure which follows it. We organized the Compensation Discussion and Analysis to discuss each element of compensation, beginning with direct compensation (base salary, short-term incentives, and long-term incentives) and ending with indirect, long-term compensation (retirement benefits). In that section, we also discuss our policies and other factors, such as financial and regulatory constraints, which affect our decisions or those of our Compensation Committee.
In many cases, we are required to disclose in the executive compensation tables accounting or other non-cash estimates of future compensation. Because of this, we encourage you to read the footnotes and narratives which accompany each table in order to understand any non-cash items.
We believe our NEO compensation is aligned with shareholders because:
• | We pay at the median of peer practice. We benchmark total direct compensation as well as each component of total direct compensation. |
• | In 2012 and 2013, an average of 80% of NEO long-term incentive compensation was at risk. This includes the Annual Incentive Plan, and performance-based RSUs. |
Your vote is advisory and will not be binding upon our Board. However, the Compensation Committee will consider the outcome of the vote when considering future executive compensation arrangements, and our current intention is to provide such an advisory vote annually. This advisory vote is provided pursuant to the Securities Exchange Act.
The Board of Directors recommends that the Shareholders vote FOR the approval of the compensation of the Named Executive Officers as described in the Compensation Discussion and Analysis, the Summary Compensation Table, and in the other executive compensation tables and accompanying narrative and footnote disclosures of executive compensation in this Proxy Statement.
SunTrust Banks, Inc. - 2014 Proxy Statement | 45 | |
Approval of Amendment to the SunTrust Banks, Inc. 2009 Stock Plan (Item 3) |
Approval of Amendment to the
SunTrust Banks, Inc. 2009 Stock Plan (Item 3) |
46 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Approval of Amendment to the SunTrust Banks, Inc. 2009 Stock Plan (Item 3) |
SunTrust Banks, Inc. - 2014 Proxy Statement | 47 | |
Approval of Amendment to the SunTrust Banks, Inc. 2009 Stock Plan (Item 3) |
48 | SunTrustO Banks, Inc. - 2014 Proxy Statement | |
Approval of Amendment to the SunTrust Banks, Inc. 2009 Stock Plan (Item 3)
SunTrust Banks, Inc. - 2014 Proxy Statement | 49 | |
Approval of Amendment to the SunTrust Banks, Inc. 2009 Stock Plan (Item 3)
50 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Approval of Amendment to the SunTrust Banks, Inc. 2009 Stock Plan (Item 3)
The Board recommends a vote FOR the approval of the amendment to the SunTrust Banks, Inc. 2009 Stock Plan.
SunTrust Banks, Inc. - 2014 Proxy Statement | 51 | |
Approval of the Material Terms of the SunTrust Banks Inc. 2009 Stock Plan (Item 4) |
Approval of the Material Terms of the SunTrust Banks Inc. 2009 Stock Plan (Item 4) |
52 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Approval of the Material Terms of the SunTrust Banks Inc. 2009 Stock Plan (Item 4) |
SunTrust Banks, Inc. - 2014 Proxy Statement | 53 | |
Approval of the Material Terms of the SunTrust Banks Inc. 2009 Stock Plan (Item 4) |
• price to earnings ratio, • loan to deposit ratio, • net charge-off ratio, • allowance for loan losses to total loans ratio, • allowance to nonperforming loan ratio, • delinquent loans to total loans ratio, • leverage ratio, • liquidity coverage ratio, • dividend payout ratio, • credit ratings, • net interest income sensitivity, • pre-provision net revenue, • return on tangible common equity, • any financial metric required to be reported under Basel III, including but not limited to common equity Tier 1 and risk-weighted assets, • growth or change in any of the foregoing over a specified period of time, • any measure or ratio calculated using any combination of the foregoing, • any of the foregoing, as applied to SunTrust and its consolidated subsidiaries, to any accounting segment, line of business or function of SunTrust, or to any specified SunTrust subsidiaries, or • with respect to participants other than “Covered Employees” (as defined in Internal Revenue Code Section 162(m)) such other financial performance measures deemed appropriate by the Committee. |
3. Limits on the Maximum Award Payable to Any Participant The Plan continues to limit the aggregate awards to any single employee in any calendar year to (a) 300,000 shares of stock related to awards of restricted stock or stock units, and (b) 1,200,000 shares of stock related to stock options or stock appreciation rights. Shareholder Approval Requirements Federal income tax regulations under Section 162(m) require our shareholders to approve the material terms of the Plan at least every five years. If the shareholders approve these material terms of the Plan for participants who are expected to be covered employees, these terms may remain in effect without further shareholder approval until the Annual Meeting of Shareholders in 2019. If the material terms of the performance goals for covered employees are not approved by the shareholders, then the Plan as described in this summary may remain in full force and effect, but we may be unable to deduct for federal income tax purposes awards to covered employees. Further, the Board retains authority to develop and implement alternate means of fairly compensating executive officers, including the covered employees, whether or not the material terms of the Plan performance goals are approved. We request that shareholders approve (1) the continued use of the current criteria to determine who participates in the Plan, (2) the business criteria on which performance goals are based, and (3) the continued use of the current maximum limit on the aggregate awards to any single employee in any calendar year of (a) 300,000 shares of stock related to awards of restricted stock or stock units, and (b) 1,200,000 shares of stock related to stock options or stock appreciation rights. |
The Board of Directors recommends that shareholders vote FOR the approval of the material terms of the SunTrust Banks, Inc. 2009 Stock Plan.
54 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Approval of the Material Terms of the SunTrust Banks, Inc. Annual Incentive Plan (Item 5) |
Approval of the Material Terms of the SunTrust Banks, Inc. |
Annual Incentive Plan (Item 5) |
SunTrust Banks, Inc. - 2014 Proxy Statement | 55 | |
Approval of the Material Terms of the SunTrust Banks, Inc. Annual Incentive Plan (Item 5) |
• return on assets, • total shareholder return, • expenses or the reduction of expenses, • revenue growth, • efficiency ratios, • economic value added, • return on equity, • return on tangible equity, • cash return on equity, • cash return on tangible equity, • net income available to common shareholders, • book value per share, • pre-tax income or growth, • operating earnings per share of stock or growth (excluding one-time, non-core items), • cash earnings per share of Stock or growth, • cash operating earnings per share of stock or growth, excluding one-time, non-core items, • cash return on assets, • operating leverage, • net interest margin, • Tier 1 capital, • risk-adjusted net interest margin, • total risk-based capital ratio, • tangible equity and tangible assets, • tangible common equity and tangible assets, • tangible book value per share, • loan balances or growth, • deposit balances or growth, • low cost deposit balances or growth, • common equity Tier 1, • value at risk, • market value of equity, • price to earnings ratio, |
• loan to deposit ratio, • net charge-off ratio, • allowance for loan losses to total loans ratio, • allowance to nonperforming loan ratio, • delinquent loans to total loans ratio, • leverage ratio, • liquidity coverage ratio, • dividend payout ratio, • credit ratings, • net interest income sensitivity, • pre-provision net revenue, • return on tangible common equity, • any financial metric required to be reported under Basel III, including but not limited to common equity Tier 1 and risk-weighted assets, • growth or change in any of the foregoing over a specified period of time, • any measure or ratio calculated using any combination of the foregoing, • any of the foregoing, as applied to SunTrust and its consolidated subsidiaries, to any accounting segment, line of business or function of SunTrust, or to any specified SunTrust subsidiaries, or • with respect to participants other than “Covered Employees” (as defined in Internal Revenue Code Section 162(m)) such other financial performance measures deemed appropriate by the Committee. Minimum and Maximum Awards The Committee will assign to each participant who is expected to be a covered employee certain award values, specified as percentages of the covered employee’s base wages, which will correspond to the performance goals established by the Committee. The Committee will fix a minimum performance goal for the year, and no award will be paid if the covered employee does not achieve his or her minimum performance goal. The Committee may also fix a maximum performance goal and other performance goals that fall between the minimum and maximum goals. The Committee may set the performance goals in any manner the Committee deems appropriate, including achievement on an absolute or a relative basis as compared to peer groups or indexes, and the goals may be established as multiple goals or as alternative goals. |
56 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Approval of the Material Terms of the SunTrust Banks, Inc. Annual Incentive Plan (Item 5) |
The Board of Directors recommends that shareholders vote FOR the approval of the material terms of the SunTrust Banks, Inc. Annual Incentive Plan.
SunTrust Banks, Inc. - 2014 Proxy Statement | 57 | |
. |
AUDIT FEES AND RELATED MATTERS
Audit and Non-Audit Fees
The following table presents fees for professional audit services rendered by Ernst & Young LLP for the years ended December 31, 2013 and 2012 respectively and fees billed for other services it rendered during those periods.
(in millions) | ||||||
Year Ended December 31 | 2013 | 2012 | ||||
Audit Fees 1 | $ | 8.43 | $ | 6.98 | ||
Audit Related Fees 2 | $ | 2.12 | $ | 2.40 | ||
Tax Fees 3 | $ | 0.36 | $ | .38 | ||
All Other Fees 4 | $ | 0.15 | $ | .03 | ||
Total | $ | 11.06 | $ | 9.80 |
1 | Audit Fees consist of fees billed for professional services rendered in connection with the audit of our annual consolidated financial statements, review of periodic reports and other documents filed with the SEC, including the quarterly financial statements included in Forms 10-Q, statutory audits or financial audits of subsidiaries, and services that are normally provided in connection with statutory or regulatory filings or engagements. |
2 | Audit Related Fees consist of assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. This category includes fees related to the performance of audits and attest services not required by statute or regulations, service organization control reports, audits of our benefit plans, audits of certain investment funds advised by SunTrust subsidiaries, and accounting consultations regarding the application of GAAP. |
3 | Tax Fees consist of the aggregate fees billed for professional services rendered by the auditor for tax compliance and return assistance (IRS, state and local), tax advice and tax planning. |
4 | All Other Fees represents costs for an annual cash management survey. |
The Audit Committee has concluded that the provision of the non-audit services listed above was compatible with maintaining the independence of Ernst & Young LLP.
Audit Committee Policy for Pre-approval of Independent Auditor Services
The Audit Committee of the Board of Directors is required to pre-approve all audit and non-audit services provided by our independent auditors in order to assure that the provision of such services does not impair the auditor’s independence. The Audit Committee has established a policy regarding pre-approval of permissible audit, audit-related, tax and other services provided by the independent auditors, which services are periodically reviewed and revised by the Committee. Unless a type of service has received general pre-approval under the policy, the service will require specific approval by the Audit Committee. The policy also includes pre-approved fee levels for specified services, and any proposed service exceeding the established fee level must be specifically approved by the Committee.
58 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Ratification of Independent Auditor (Item 6) |
Ratification of Independent Auditor (Item 6) |
Our Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent, external auditor of our financial statements. The independent, external auditor is appointed annually. The decision of the Audit Committee is based on a review of the qualifications, independence, past performance and quality controls of the auditor. The decision also takes into account the proposed audit scope, staffing and approach, including coordination of the external auditor’s efforts with our internal audit, and the estimated audit fees for the coming year.
The Audit Committee has appointed Ernst & Young LLP as our independent auditor for the current year, which ends December 31, 2014, subject to ratification by a majority of the shares represented at the Annual Meeting. Management considers Ernst & Young LLP to be well qualified, and the Audit Committee believes that the continued retention of Ernst & Young LLP to serve as our independent, external auditor to be in the best interests of the Company and its investors. In view of the difficulty and expense involved in changing auditors on short notice, should the shareholders not ratify the selection of Ernst & Young LLP, it is contemplated that the appointment of Ernst & Young LLP will be permitted to stand unless the Board finds other compelling reasons for making a change. Disapproval by the shareholders will be considered a recommendation that the Board select other auditors for the following year.
Ernst & Young LLP has been appointed continuously since 2007. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent, external audit firm. The Audit Committee is directly involved in the selection of Ernst & Young LLP lead engagement partner, and is responsible for the negotiation of audit fees payable to Ernst & Young LLP.
Representatives of Ernst & Young LLP (our independent auditor for the current year as well as for the most recently completed year) are expected to be present at the Annual Meeting of Shareholders and will be given the opportunity to make a statement, if they desire, and to respond to appropriate questions.
The Board of Directors recommends that the shareholders vote FOR the ratification of Ernst & Young LLP as our independent auditor.
AUDIT COMMITTEE REPORT | ||
The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2013 with management and with Ernst & Young LLP, the independent auditor for the year ended December 31, 2013. Management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with GAAP, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent auditor. The discussions with Ernst & Young LLP also included the matters required by Auditing Standards No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board in Rule 3200T. | ||
The Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required by the Public Company Accounting Oversight Board regarding Ernst & Young LLP’s communications with the audit committee concerning independence. The Audit Committee discussed the independence of Ernst & Young LLP with Ernst & Young LLP. | ||
Based on the Audit Committee’s review of the representations of management and the report of Ernst & Young LLP and the Audit Committee’s discussions with management and Ernst & Young LLP, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the year ended December 31, 2013 be included in our Annual Report on Form 10-K to be filed with the Securities and Exchange Commission. | ||
Submitted by the Audit Committee of SunTrust’s Board of Directors. | ||
Thomas R. Watjen, Chairman | Robert M. Beall, II | Kyle Prechtl Legg |
William A. Linnenbringer | Donna S. Morea | Phail Wynn, Jr. |
SunTrust Banks, Inc. - 2014 Proxy Statement | 59 | |
. |
STOCK OWNERSHIP OF CERTAIN PERSONS
Stock Ownership of Directors, Management, and Principal Shareholders
The following table sets forth the number and the percentage of shares of our common stock that were beneficially owned as of December 31, 2013 by (i) the executive officers named in the 2013 Summary Compensation Table, (ii) all current directors and persons nominated to become directors, (iii) all current directors and executive officers as a group, and (iv) all persons known to us who may be considered a beneficial owner of more than 5% of the outstanding shares of our common stock. Also, as of December 31, 2013, none of our directors or executive officers beneficially owned any shares of our preferred stock. Except as otherwise indicated, each director or executive officer possessed sole voting and investment power with respect to all shares set forth opposite his or her name. None of our executive officers or directors have hedged or pledged any of their shares.
Name |
Common
Stock |
Options
1
Exercisable Within 60 Days |
Total
Beneficial Ownership |
Percent
2
of Class |
Additional
3
Ownership |
|||||||||||
Robert M. Beall | 26,072 | 26,072 | * | |||||||||||||
Mark A. Chancy 4 | 66,959 | 601,599 | 668,558 | * | 27,657 | |||||||||||
Anil Cheriyan 5 | 16,892 | 19,695 | 36,587 | * | 8,586 | |||||||||||
Alston D. Correll | 151,004 | 151,004 | * | 32,016 | ||||||||||||
Jeffrey C. Crowe | 23,272 | 23,272 | * | |||||||||||||
Thomas E. Freeman 6 | 57,547 | 456,004 | 513,551 | * | 22,420 | |||||||||||
Aleem Gillani 7 | 86,975 | 45,564 | 132,539 | * | 21,147 | |||||||||||
David H. Hughes 8 | 80,312 | 80,312 | * | |||||||||||||
M. Douglas Ivester | 100,000 | 100,000 | * | 67,085 | ||||||||||||
Kyle Prechtl Legg | 19,236 | 19,236 | * | |||||||||||||
William A. Linnenbringer | 17,472 | 17,472 | * | |||||||||||||
Donna S. Morea | 9,308 | 9,308 | * | |||||||||||||
David M. Ratcliffe | 20,000 | 20,000 | * | 18,903 | ||||||||||||
William H. Rogers, Jr. 9 | 116,124 | 725,600 | 841,724 | * | 66,234 | |||||||||||
Frank P. Scruggs, Jr. | 4,240 | 4,240 | * | |||||||||||||
Thomas R. Watjen | 14,872 | 14,872 | * | |||||||||||||
Phail Wynn, Jr. | 17,611 | 17,611 | * | 16,681 | ||||||||||||
All Directors, Nominees, and Executive Officers as a Group (22 persons) | 971,746 | 2,490,225 | 3,461,971 | * | 327,460 | |||||||||||
Principal Shareholders | ||||||||||||||||
BlackRock, Inc. 10 | ||||||||||||||||
40 East 52 nd Street | ||||||||||||||||
New York, NY 10022 | 51,541,458 | 51,541,458 | 9.55 | % | ||||||||||||
State Street Corporation 10 | ||||||||||||||||
State Street Financial Center | ||||||||||||||||
One Lincoln Street | ||||||||||||||||
Boston, MA 02111 | 27,072,373 | 27,072,373 | 5.01 | % |
* | Less than 1% of the outstanding shares of our common stock. |
60 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
. |
SunTrust Banks, Inc. - 2014 Proxy Statement | 61 | |
Appendix A—SunTrust Banks, Inc. 2009 Stock Plan
Appendix A—SunTrust Banks, Inc. 2009 Stock Plan |
A-1 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Appendix A—SunTrust Banks, Inc. 2009 Stock Plan
SunTrust Banks, Inc. - 2014 Proxy Statement | A-2 | |
Appendix A—SunTrust Banks, Inc. 2009 Stock Plan
A-3 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Appendix A—SunTrust Banks, Inc. 2009 Stock Plan
SunTrust Banks, Inc. - 2014 Proxy Statement | A-4 | |
Appendix A—SunTrust Banks, Inc. 2009 Stock Plan |
A-5 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Appendix A—SunTrust Banks, Inc. 2009 Stock Plan |
SunTrust Banks, Inc. - 2014 Proxy Statement | A-6 | |
Appendix A—SunTrust Banks, Inc. 2009 Stock Plan |
A-7 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Appendix A—SunTrust Banks, Inc. 2009 Stock Plan |
SunTrust Banks, Inc. - 2014 Proxy Statement | A-8 | |
Appendix A—SunTrust Banks, Inc. 2009 Stock Plan |
A-9 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Appendix A—SunTrust Banks, Inc. 2009 Stock Plan |
SunTrust Banks, Inc. - 2014 Proxy Statement | A-10 | |
Appendix B—SunTrust Banks, Inc. Annual Incentive Plan |
Appendix B—SunTrust Banks, Inc. Annual Incentive Plan |
B-1 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Appendix B—SunTrust Banks, Inc. Annual Incentive Plan |
SunTrust Banks, Inc. - 2014 Proxy Statement | B-2 | |
Appendix B—SunTrust Banks, Inc. Annual Incentive Plan |
B-3 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Appendix B—SunTrust Banks, Inc. Annual Incentive Plan
SunTrust Banks, Inc. - 2014 Proxy Statement | B-4 | |
Appendix B—SunTrust Banks, Inc. Annual Incentive Plan
B-5 | SunTrust Banks, Inc. - 2014 Proxy Statement | |
Appendix B—SunTrust Banks, Inc. Annual Incentive Plan
SunTrust Banks, Inc. - 2014 Proxy Statement | B-6 | |
2014 Annual
Meeting Admission Ticket
SUNTRUST BANKS, INC. SHAREHOLDERS April 22, 2014 at 9:30 a.m. Local Time Suite 105 on the 1 st floor of SunTrust Plaza Garden Offices 303 Peachtree Center Avenue Atlanta, Georgia |
|
Upon arrival, please present this admission ticket
and photo identification at the registration desk. |
▼ IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼ | |
PROXY — SUNTRUST BANKS, INC. | + |
Annual Meeting of Shareholders to be held April 22,
2014.
This Proxy is Solicited by the Board of Directors.
The undersigned, having received the Notice of Annual Meeting of Shareholders and Proxy Statement dated March 10, 2014 and a copy of the SunTrust Banks, Inc. 2013 Annual Report, hereby appoints Raymond D, Fortin and Aleem Gillani, and each of them, proxies, with full power of substitution, to vote for the undersigned all shares of the Common Stock of SunTrust Banks, Inc. (the “Company”) that the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders to be held on Tuesday, April 22, 2014 . at 9:30 a.m. local time, in Suite 105 on the 1st floor of SunTrust Plaza Garden Offices, 303 Peachtree Center Avenue, Atlanta, Georgia, and at any adjournments thereof, upon the matters described on the reverse hereof and in the accompanying Proxy Statement dated March 10, 2014, and upon any other business that may properly come before such Annual Meeting or any adjournments thereof, unless otherwise specified herein.
The proxies, in their discretion, are further authorized to vote on other matters which may properly come before the 2014 Annual Meeting of Shareholders and any adjournment or postponements thereof.
You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes If you wish to vote in accordance with the Board of Directors’ recommendations. The proxies cannot vote your shares unless you sign and return this card.
(Continued on the other side)
C | Authorized Signatures — This section must be completed for your vote to be counted — Date and sign below. |
IMPORTANT: Please date and sign this Proxy exactly as your name or names appears hereon; if shares are held jointly, all joint owners must sign. An executor, administrator, trustee, guardian, or other person signing in a representative capacity must give his or her full title. A corporation must sign in full corporate name by its president or other authorized officer. A partnership must sign in partnership name by an authorized person. The undersigned acknowledges receipt of a copy of the Notice of Annual Meeting of Shareholders and Proxy Statement dated March 10, 2014 and the SunTrust Banks, Inc. 2013 Annual Report.
Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||
/ / |
+ | ||
IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. |
Using
a
black ink
pen, mark your votes with an
X
as shown in
this example. Please do not write outside the designated areas. |
X |
Annual Meeting Proxy Card | 1234 5678 9012 345 | |
▼ IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼
A | Proposals – | THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED AS |
RECOMMENDED BY THE BOARD OF DIRECTORS. |
+ | |
Directors recommend voting FOR all nominees: | |
Directors recommend voting FOR proposals 2, 3, 4, 5 and 6. |
For | Against | Abstain | For | Against | Abstain | ||||
2. | To approve, on an advisory basis, the Company’s executive compensation. | o | o | o | 5. | To approve the material terms of the SunTrust Banks, Inc. Annual Incentive Plan. | o | o | o |
3. | To approve an amendment to the SunTrust Banks, Inc. 2009 Stock Plan. | o | o | o | 6. | To ratify the appointment of Ernst & Young LLP as our independent auditor for 2014. | o | o | o |
4. | To approve the material terms of the SunTrust Banks, Inc. 2009 Stock Plan. | o | o | o |
B | Non-Voting Items |
Change of Address — Please print new address below. |
01S1DB
March 10, 2014
To our SunTrust 401(k) Shareholders:
As SunTrust teammates, and as shareholders through the SunTrust 401(k) Plan, your interest in the continuing success of our Company is clear. It is important that you vote your shares on the important issues to be brought before the Annual Meeting of Shareholders to be held April 22, 2014.
The “Instructions to the SunTrust Banks, Inc. 401(k) Plan Trustee” card enclosed gives you the guidelines you need. Please note that the Plan Trustee can vote your shares only if you vote . Choose the method most convenient for you – by Internet, telephone or mail.
In addition, we are sending you the Proxy Statement describing the business of the 2014 Annual Meeting.
You may view an electronic copy of the SunTrust Banks, Inc. 2013 Annual Report at my HR online. If you would like to request a free paper copy of the annual report, contact my HR at 800-818-2363 or use my HR online.
Sincerely,
William H. Rogers, Jr.
Chairman and Chief Executive Officer
▼ IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼ | |
INSTRUCTIONS TO THE SUNTRUST BANKS, INC. 401(k) PLAN TRUSTEE — SUNTRUST BANKS, INC. | + |
Annual Meeting of Shareholders to be held April 22, 2014.
This Proxy is Solicited by the Board of Directors.
The undersigned, having received the Notice of Annual Meeting of Shareholders and Proxy Statement dated March 10, 2014 and a copy of the SunTrust Banks, Inc. 2013 Annual Report, hereby appoints Raymond D. Fortin and Aleem Gillani, and each of them, proxies, with full power of substitution, to vote for the undersigned all shares of the Common Stock of SunTrust Banks, Inc. (the “Company”) that the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders to be held on Tuesday, April 22, 2014, at 9:30 a.m. local time, in Suite 105 on the 1st floor of SunTrust Plaza Garden Offices, 303 Peachtree Center Avenue, Atlanta, Georgia, and at any adjournments thereof, upon the matters described on the reverse hereof and in the accompanying Proxy Statement dated March 10, 2014 and upon any other business that may properly come before such Annual Meeting or any adjournments thereof, unless otherwise specified herein.
The proxies, in their discretion, are further authorized to vote on other matters which may properly come before the 2014 Annual Meeting of Shareholders and any adjournment or postponements thereof.
You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes If you wish to vote in accordance with the Board of Directors’ recommendations. The proxies cannot vote your shares unless you sign and return this card.
(Continued on the other side)
C | Authorized Signatures — This section must be completed for your vote to be counted — Date and sign below. |
IMPORTANT: Please date and sign this Proxy exactly as your name or names appears hereon; if shares are held jointly, all joint owners must sign. An executor, administrator, trustee guardian, or other person signing in a representative capacity must give his or her full title. A corporation must sign in full corporate name by its president or other authorized officer. A partnership must sign in partnership name by an authorized person. The undersigned acknowledges receipt of a copy of th e Notice of Annual Meeting of Shareholders and Proxy Statement dated March 10, 2014 and access to a free paper copy of the SunTrust Banks, Inc. 2013 Annual Report.
Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||
/ / |
+ | ||
IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. |
Using
a
black ink
pen, mark your votes with an
X
as shown in
this example. Please do not write outside the designated areas. |
X |
Annual Meeting Proxy Card | 1234 5678 9012 345 | |
▼ IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼
A | Proposals – | THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED AS |
RECOMMENDED BY THE BOARD OF DIRECTORS. |
+ | |
Directors recommend voting FOR all nominees: | |
Directors recommend voting FOR proposals 2, 3, 4, 5 and 6. |
For | Against | Abstain | For | Against | Abstain | ||||
2. | To approve, on an advisory basis, the Company’s executive compensation. | o | o | o | 5. | To approve the material terms of the SunTrust Banks, Inc. Annual Incentive Plan. | o | o | o |
3. | To approve an amendment to the SunTrust Banks, Inc. 2009 Stock Plan. | o | o | o | 6. | To ratify the appointment of Ernst & Young LLP as our independent auditor for 2014. | o | o | o |
4. | To approve the material terms of the SunTrust Banks, Inc. 2009 Stock Plan. | o | o | o |
B | Non-Voting Items |
Change of Address — Please print new address below. |
01S1FC
+ | |||||
C 1234567890 | |||||
IMPORTANT ANNUAL MEETING INFORMATION | 000004 | ||||
ENDORSEMENT_ LINE__________SACKPACK ________ | |||||
MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 |
|||||
Vote by Internet • Go to www.investorvote.com/STI • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website |
Shareholder Meeting Notice | 1234 5678 9012 345 | |
Important
Notice Regarding the Availability of Proxy Materials for the
SunTrust Banks, Inc. Annual Meeting of Shareholders to be held on April 22, 2014
Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at:
www.investorvote.com/STI |
Easy Online Access
— A Convenient Way to View Proxy Materials and Vote
When you go online to view materials, you can also vote your shares. |
|
Step 1: Go to www.investorvote.com/STI. | |
Step 2: Click on the icon on the right to view current meeting materials. | |
Step 3: Return to the investorvote.com window and follow the instructions on the screen to log in. | |
Step 4: Make your selection as instructed on each screen to select delivery preferences and vote. |
When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.
Obtaining a Copy of the Proxy Materials – if you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before April 12, 2014 to facilitate timely delivery. |
+ |
|||
C O Y |
01S1GB
Notice of Annual Meeting of Shareholders & Admission Ticket |
The Annual Meeting of Shareholders of SunTrust Banks, Inc. will be held in Suite 105 on the 1st floor of SunTrust Plaza Garden Offices, 303 Peachtree Center Avenue, Atlanta, Georgia, on Tuesday, April 22, 2014, at 9:30 a.m. local time, for the following purposes:
Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.
The Board of Directors recommends a vote FOR all nominees and FOR Proposals 2, 3, 4, 5 and 6:
1. | To elect 11 directors nominated by the Board of Directors to serve until the next annual meeting of shareholders and until their respective successors have been elected. | |
2. | To approve, on an advisory basis, the Company’s executive compensation. | |
3. | To approve an amendment to the SunTrust Banks, Inc. 2009 Stock Plan. | |
4. | To approve the material terms of the SunTrust Banks, Inc. 2009 Stock Plan. | |
5. | To approve (the material terms of the SunTrust Banks, Inc. Annual Incentive Plan. | |
6. | To ratify the appointment of Ernst & Young LLP as our independent auditor for 2014. |
THIS IS NOT A PROXY CARD. To vote your shares on a proxy card, you must request that a paper copy of the proxy materials be mailed to you by following the instructions at the bottom of this page. If you wish to attend and vote at the meeting, please bring this notice and identification with you.
Here’s how to order a copy of the proxy materials and select a future delivery preference: Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below.
|
|||
Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials, you will receive an email with a link to the materials. | |||
PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials. | |||
→ | Internet – Go to www.investorvote.com/STI. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. | ||
→ | Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. | ||
→ | Email – Send email to investorvote@computershare.com with “Proxy Materials SunTrust Banks, Inc.” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials.You can also state your preference to receive a paper copy for future meetings. | ||
To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by April 12, 2014. | |||
01SGB