Meeting Agenda and Voting Recommendation

Director Nominees (Proposal No. 1, page 3)

Each director nominee is elected annually by a majority of votes cast. See pages 3-4 of this proxy statement for more information about the nominees.

Advisory Vote to Approve Executive Compensation (Proposal No. 2, page 50)

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 25, for a description of the actions and decisions of the Compensation Committee of the Board during 2018 regarding our compensation programs, as well as the accompanying compensation tables and related narrative disclosures. We are pleased that last year our shareholders approved our executive compensation by more than 97% of votes cast.

Ratification of the Independent Auditor (Proposal No. 3, page 53)

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 2019.

EXPERIENCE

Paul D. Donahue, 62, has been nominated to serve on the Board of Directors. Mr. Donahue is the President and Chief Executive Officer of Genuine Parts Company, a position he has held since May 1, 2016. He also serves on its board of directors. Mr. Donahue was elected President of Genuine Parts in 2012. He joined S.P. Richards Company, the office products group of Genuine Parts, as Executive Vice President Sales and Marketing in 2003. He was soon after appointed President and Chief Operating Officer, a position he held until his election to Executive Vice President of Genuine Parts in 2007. From 2009 to 2015, Mr. Donahue was President of the U.S. Automotive Parts Group of Genuine Parts.

SKILLS AND QUALIFICATIONS

Mr. Donahue’s extensive business, executive and management experience, including serving as a director and chief executive officer of a large, publicly-traded company with significant consumer-facing operations, well qualify him to serve on our Board.

EXPERIENCE

Donna S. Morea, 64, has been a director since 2012. Ms. Morea is a nationally recognized executive in IT professional services management with over 30 years of experience. From May 2004 until her retirement at the end of 2011, Ms. Morea served as President of CGI Technology and Solutions, Inc., a wholly-owned U.S. subsidiary of CGI Group, one of the largest independent information technology firms in North America. In that role, she led CGI’s IT and business process services in the US and India for large enterprises in financial services, healthcare, telecommunications and government. She previously served on CGI Group’s board of directors and presently serves on the board of Science Applications International Corporation, a publicly-traded firm which provides technical, engineering, and enterprise information technology services. She has also served as the Chair of the Northern Virginia Technology Council, with over 1,000 member organizations.

SKILLS AND QUALIFICATIONS

Ms. Morea’s extensive management experience and information technology expertise well qualify her to serve on our Board.

EXPERIENCE

William H. Rogers, Jr., 61, has been a director since 2011 and has served as Chairman of our Board since January 1, 2012. He was named Chief Executive Officer in June 2011 after having served as our Chief Operating Officer since 2010 and President since 2008. Mr. Rogers began his career with SunTrust in 1980 and has served in a leadership capacity in all business segments of the Company. Mr. Rogers previously served as a director of Books-a-Million, Inc. and presently serves on the Federal Reserve Board of Governors’ Federal Advisory Council as a representative of the Federal Reserve Bank of Atlanta.

SKILLS AND QUALIFICATIONS

Mr. Rogers’ long history and success with our company and industry well qualify him to serve on our Board.

EXPERIENCE

Bruce L. Tanner, 60, has been a director since 2015. He is currently an Executive Vice President and Strategic Advisor for Lockheed Martin Corporation. From 2007 to February 2019, he served as Executive Vice President and Chief Financial Officer for Lockheed. As Chief Financial Officer, he was responsible for all aspects of Lockheed’s financial strategies, processes and operations.

SKILLS AND QUALIFICATIONS

Mr. Tanner’s financial and business experience, including service as a CFO of a highly-regulated, publicly-traded company with operations in substantial portions of our footprint, well qualifies him to serve on our Board.

Board Committees and Attendance

The Board has created certain standing and ad hoc committees. These committees allow regular monitoring and deeper analysis of various matters. The committee structure also allows committees to be comprised exclusively of independent directors to address certain matters. Because of the complexity of our business and the depth and scope of matters reviewed by our Board, much of the Board’s work is delegated to its committees and then reported to and discussed with the full Board.

Regular meetings of the Board are held at least quarterly. During 2018, the Board held seven meetings, and various standing and ad hoc committees of the Board met another 55 times (including five joint meetings of our Audit and Risk Committees), for an aggregate of 62 meetings. Each committee and Board

Majority Voting

Our Bylaws provide for the annual election of all directors. The Bylaws further provide that, in an election of directors in which the only nominees for election are persons nominated by the Board (an “uncontested election”), in order to be elected, each nominee must receive more votes cast for such nominee’s election than against such nominee’s election. If the director election is not an uncontested election, then directors are elected by a plurality of the votes cast. In uncontested director elections, votes cast exclude abstentions with respect to a director’s election.

If a nominee who presently serves as a director does not receive the required vote for reelection in an uncontested election, Georgia law provides that such director will continue to serve on the Board as a “holdover” director. Georgia corporate law generally gives such unelected “holdover” directors all of the same powers as directors elected by a majority vote until such holdover-director’s successor is elected and qualified. A successor cannot be elected until there is another meeting of shareholders, and these typically occur only once a year unless we incur the time and expense of holding a special meeting of shareholders. To prevent holdover directors from remaining on our Board, and to better effectuate the intentions of our shareholders, our Corporate Governance Guidelines require such a director to tender his or her written resignation to the Chairman of the Board for consideration by the Governance and Nominating Committee (which we refer to in this section as the “Committee”) within five days following certification of the shareholder vote.

However, the resignation of a director may adversely affect us. For this reason, we do not make resignations tendered in such context automatically effective. Rather, after the director submits his or her mandatory resignation, the Committee will then consider the resignation and, within 45 days following the shareholders’ meeting at which the election occurred, make a recommendation to the Board concerning whether to accept or reject the resignation. In determining its recommendation, the Committee will consider all factors deemed relevant by the Committee members including, without limitation, any stated reason or reasons why shareholders did not vote for the director’s reelection, the qualifications of the director (including, for example, whether the director serves on the Audit Committee as an “audit committee financial expert” and whether there are one or more other directors qualified, eligible and available to serve on the Audit Committee in such capacity), and whether the director’s resignation from the Board would be in the best interest of SunTrust and our shareholders. The Committee will also consider a range of possible alternatives concerning the director’s tendered resignation as the members of the Committee deem appropriate, including, without limitation, acceptance of the resignation, rejection of the resignation, or rejection of the resignation coupled with a commitment to seek to address and cure the underlying reasons reasonably believed by the

organizations with which the director has an affiliation. The Board pays particular attention to whether a director is independent from management and to any credit or other business relationships that may exist with a director or a related interest. In doing so, the Board considers, among other things, all extensions of credit and other business transactions between the Company and its affiliates, on the one hand, and the director and his or her related interests, on the other hand.

Generally, we do not consider independent any director who is an executive officer of a company that makes payments to us, or receives payments from us, for property or services in an amount which, in any of the last three fiscal years, is greater than $1 million or 2% of such other company’s consolidated gross revenues. We also do not consider independent any director to whom we have extended credit, or who is also an executive officer of a company to which we have extended credit, unless such credit meets the substantive requirements of Federal Reserve Regulation O. Regulation O requires that, when making loans to our executive officers and directors, we do so on substantially the same terms, including interest rates and collateral, and follow credit-underwriting procedures that are no less stringent than those prevailing at the time for comparable transactions by SunTrust with other persons not related to SunTrust. Such loans also may not involve more than the normal risk of collectability or present other unfavorable features. Additionally, no event of default may have occurred (that is, such loans are not rated as non-accrual, past due, restructured or potential problems). Our Board reviews any credit to a director or his or her related interests that has become impaired or criticized in order to determine the impact that such classification has on the director’s independence.

Codes of Ethics and Committee Charters

We have a Senior Financial Officers Code of Ethical Conduct that applies to our senior financial officers, including our principal executive officer, principal financial officer and principal accounting officer. We also have a Code of Business Conduct and Ethics that applies to all employees and a Code of Business Conduct and Ethics for members of the Board. In 2017 we created an Enterprise Ethics Office that aims to ensure that our business practices and risk management culture align with our purpose and vision. This office is led by an Enterprise Ethics Officer, who provides periodic reports to the Risk Committee of the Board. These three Codes of Conduct, as well as our Corporate Governance Guidelines and the charters for each of the Audit, Compensation, Executive, Governance and Nominating, and Risk Committees of the Board, can be found on our Investor Relations website, investors.suntrust.com, under the heading “Governance.”

Board’s Role in the Risk Management Process

The Board oversees and monitors the Company’s risk management processes. The Board’s Risk Committee outlines our risk principles and management framework and sets high level strategy and risk tolerances. Our risk profile is managed by our Chief Risk Officer. The Chief Risk Officer is an executive

framework to measure cybersecurity maturity. We also fully participate in the federally recognized financial sector information sharing organization structure, known as the Financial Services Information Sharing and Analysis Center.

In addition, our Board devotes significant time and attention to oversight of cybersecurity risk. In connection with each regular Board meeting, we also hold a joint meeting of the Audit and Risk Committees. The Audit and Risk Committees include all of our non-employee directors. At each of the five joint meetings of the Audit and Risk Committees in 2018, senior executives in our Enterprise Information Services (“EIS”) function, such as the Chief Information Officer and the Chief Information Security Officer, provided an update to the joint committees on EIS matters, including business continuity and cybersecurity. In June 2018, the joint committees created the Technology Management Committee comprised of senior executive officers who meet monthly to discuss and review the technology strategy and investment of the Company. The Technology Management Committee also works to provide alignment on execution of the Company’s technology strategy and operates under the authority of, and reports to, the Audit and Risk Committees of the Board. In March 2018, our Chief Information Officer began providing written updates to the Board on at least a quarterly basis with respect to our cybersecurity program. These updates include progress reports and statuses with respect to significant cyber projects and initiatives. Also, our Risk Committee reviews and approves policies relating to enterprise technology risk, business continuity management, information security and enterprise data quality governance. The Risk Committee also reviews key technology risks and associated action plans.

Digital technology is constantly evolving, and new and unforeseen threats and actions by others may disrupt operations or result in losses beyond our risk control thresholds. Although we invest substantial time and resources to manage and reduce cyber risk, it is not possible to completely eliminate this risk.

Our exposure to cyber risk remains heightened because of, among other things, the evolving nature of these threats, our prominent size and scale, our role in the financial services industry, our plans to continue to implement our internet, mobile and digital banking channel strategies and develop additional remote connectivity solutions to serve our clients, our expanded geographic footprint, the outsourcing of some of our business operations, and the continued uncertain global economic and political environment. As a result, cybersecurity and the continued development and enhancement of our controls, processes, and practices designed to protect our systems, computers, software, data and networks from attack, damage, or unauthorized access remain a focus for us. As threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate information security vulnerabilities. There can be no assurance that we will not suffer material losses relating to cyber attacks or other information security breaches or thefts in the future.

We believe that effective management of operational risk, defined as the risk of loss resulting from inadequate or failed

do not involve more than the normal risk of collectability or present other unfavorable features.

Policies and Procedures for Approval of Related Party Transactions

We recognize that related party transactions have the potential to create conflicts of interest and the appearance that Company decisions are based on considerations other than the best interests of the Company and our shareholders. Therefore, our Board has adopted a formal, written policy with respect to related party transactions.

For purposes of this policy, a “related party transaction” is a transaction in which we participate and in which any related party has a direct or indirect material interest, other than (1) transactions available to all employees or customers generally, (2) transactions involving less than $120,000 when aggregated with all similar transactions occurring in a single fiscal year, or (3) loans made by SunTrust Bank in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to SunTrust Bank, and not involving more than the normal risk of collectability or presenting other unfavorable features.

Under the policy, any related party transaction must be reported to the General Counsel and may be consummated or may continue only if the Governance and Nominating Committee approves or ratifies such transaction and if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party. The Governance and Nominating Committee may approve or ratify the related party transaction only if the Committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, the best interests of SunTrust.

Transactions with Related Persons, Promoters, and Certain Control Persons

We have no transactions with related parties other than normal, arm’s-length banking and other credit transactions that comply with Federal Reserve Regulation O. Our Board reviews these relationships, but for the reasons below, we do not view them as impairing a director’s independence.

We generally consider credit relationships with directors or their affiliates to be immaterial and as not impairing the director’s independence so long as the terms of the credit relationship are similar to those offered to other comparable borrowers. We use the following guidelines to determine the impact of a credit relationship on a director’s independence. We presume that extensions of credit which comply with Federal Reserve Regulation O are consistent with director independence. In other words, we do not consider normal, arm’s-length credit relationships entered into in the ordinary course of business to negate a director’s independence.

Regulation O requires such loans to be made on substantially the same terms, including interest rates and collateral, and to follow credit underwriting procedures that are no less stringent than those prevailing at the time for comparable transactions

independent members of the Board; (ii) serving as a liaison between the independent directors and the Chairman of the Board; (iii) advising the Chairman as to an appropriate schedule of Board meetings; (iv) advising the Chairman on the agenda for meetings of the Board and its committees; (v) calling meetings of the independent directors and developing the agendas for and serving as Chairman of the executive sessions of the Board’s independent directors; and (vi) discussing with the Governance and Nominating Committee and with the Chairman the membership of the various Board committees, as well as the selection of committee chairs. A more complete description of this role is included in our Corporate Governance Guidelines, which we provide on our Investor Relations website, investors.suntrust.com, under the heading “Governance.” The Lead Director is appointed by a majority vote of the independent directors for a one-year term, subject to renewal for a maximum of five additional one-year terms, and will serve until the expiration of his or her term and until his or her successor is appointed or until such Lead Director’s earlier resignation or retirement from the Board. M. Douglas Ivester served as Lead Director from the establishment of the position through the end of 2018 (with the Corporate Governance Guidelines being amended to allow for such continued service). Because Mr. Ivester will reach our mandatory retirement age of 72 prior to our 2019 annual meeting of shareholders and will retire from the Board at the meeting, the Board appointed David M. Ratcliffe to serve as the Lead Director effective January 1, 2019.

Board Self-Assessment

Annually, the Board conducts a self-assessment, which our Governance and Nominating Committee reviews and discusses with the Board. In addition, each of the Audit, Compensation, Governance and Nominating, and Risk Committees conducts an annual self-assessment of its performance. These assessments include both an evaluation of the effectiveness of the Board, each such committee of the Board, and the annual assessment process itself.

As part of this process, each director completes a questionnaire with respect to the full Board and each committee of which the director is a member. In 2018, we updated all of the questionnaires to create a uniform approach for use with the full Board and each committee, with supplemental sections for the committee questionnaires to address topics particular to each committee. After completion of the evaluations, results of the committee evaluations are sent to the committee Chairs who report the results to their committees at the next meeting. Each committee Chair also reports the results of their evaluations to the Governance and Nominating Committee for review and discussion. The Chair of the Governance and Nominating Committee then provides a report to the full Board with respect to the Board and committee evaluations. Following completion of the evaluation process, follow-up items are discussed with management and implemented as appropriate, including feedback on the evaluation process itself.

We highlight each director’s or nominee’s specific skills, knowledge, and experience that the Governance and Nominating Committee and Board relied upon when determining whether to nominate the individual for election in the biographies at pages 3-7. A particular nominee may possess other skills, knowledge or experience even though they are not indicated in the biographies at pages 3-7.

The Board believes that all of the director nominees are highly qualified. The director nominees have significant leadership experience, knowledge and skills that qualify them for service on our Board, and, as a group, represent diverse views, experiences and backgrounds. All director nominees satisfy the criteria set forth in our Corporate Governance Guidelines and possess the personal and professional characteristics that are essential for the proper and effective functioning of the Board. Each nominee’s biography at pages 3-7 contains additional information regarding his or her experiences, qualifications and skills.

Shareholder Recommendations and Nominations for Election to the Board

Any shareholder may recommend persons for election to the Board. The Governance and Nominating Committee will evaluate candidates proposed by shareholders by evaluating such candidates in the same manner and using the criteria described above. The recommendation should state how the proposed candidate meets the criteria described above and should include the information required by our Bylaws.

In October 2018, SunTrust’s Board of Directors adopted Article II, Section 4 of our Bylaws implementing “proxy access” (the “Proxy Access Bylaw”). The Proxy Access Bylaw permits a shareholder, or a group of up to 20 shareholders, owning three percent or more of the outstanding shares of our common stock continuously for at least three years, to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or twenty percent of the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the Proxy Access Bylaw.

In accordance with the Proxy Access Bylaw, shareholder nominations of a director must be delivered to or mailed to and received by our Corporate Secretary not more than 150 days and not less than 120 days prior to the first anniversary of the date on which we first mailed our proxy materials for the preceding year’s annual meeting of shareholders (the “Anniversary”). This Proxy Statement and the enclosed proxy are being first mailed to our shareholders on or about March 8, 2019. Therefore, to be timely for inclusion in our proxy materials for our 2020 annual meeting of shareholders, our Corporate Secretary must receive the notice to nominate one or more individuals for election using our proxy materials no later than the close of business on November 9, 2019 and not before October 10, 2019. The notice must contain the information required by the Proxy Access Bylaw, and the shareholder(s) and nominee(s) must comply with the information and other requirements in the Proxy Access Bylaw.

Our Bylaws also allow shareholders to submit nominations for directors to be considered at a meeting of shareholders where

In September 2018, we established a Corporate Responsibility (CR) Office and hired a Director of Corporate Responsibility to lead our overall CR efforts. In our most recent shareholder engagement discussions, our Director of Corporate Responsibility participated to describe our key CR initiatives.

This shareholder outreach process provides important information to us, and investor feedback is shared with our Board of Directors.

2017, he served as Commercial and Business Banking Executive responsible for managing SunTrust’s division and region presidents. From 2007 to 2013, he served as Chairman, President & Chief Executive Officer of STRH and continues to serve on its board.

L. Allison Dukes. Corporate Executive Vice President and Chief Financial Officer. Ms. Dukes has served as Chief Financial Officer since March 31, 2018. As CFO, Ms. Dukes is responsible for SunTrust’s corporate finance functions, including Corporate Development, Corporate Tax, Corporate Controller, Corporate Real Estate and Workplace, Strategic Planning, Investor Relations and Corporate Treasury. From April 2017 until her appointment as CFO, she served as the head of Commercial & Business Banking for SunTrust, leading the line of business across all geographic divisions and overseeing the delivery of targeted industry specialties. From 2015 to April 2017, Ms. Dukes served as President and CEO of the Atlanta Division of SunTrust. From 2013 to 2014, she was Executive Vice President and Private Wealth Management Line of Business Executive where she oversaw the Company’s wealth management operations. Ms. Dukes serves on the board of Haverty Furniture Companies, Inc.

Ellen M. Fitzsimmons. Corporate Executive Vice President and General Counsel. Ms. Fitzsimmons joined SunTrust in January 2018 and is responsible for our legal affairs, government relations and corporate communications functions. She also serves as Chair of the Disclosure Committee and as Corporate

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

We welcome the opportunity to discuss in this Compensation Discussion and Analysis (CD&A) the material components of our executive compensation program. We also provide an overview of our executive compensation philosophy, compensation decisions, and the factors we considered in making those decisions. This CD&A focuses on our Named Executive Officers (NEOs) for 2018 which included our CEO, our CFO, our former CFO, and our next three most highly-compensated executive officers:

2018 Business Highlights

We delivered strong performance in 2018, as we grew earnings per share, improved efficiency and delivered higher capital return to our shareholders. These accomplishments reflect the consistency of our strategy and the diversity of our business model, as each operating segment made strong contributions to the Company’s overall financial performance. Specifically:

Executive Compensation Principles and 2018 Highlights

Compensation Principle 1. Pay Should Be Competitive With the Market. Our executive compensation programs target compensation at competitive levels based primarily on benchmarking among a defined group of peer organizations. See “Market Competitiveness” below for more information on this practice. The elements of these 2018 programs, which include both fixed and variable compensation, are described below at “Components of Our Executive Compensation Program.”

Compensation Principle 2. A Substantial Portion of Pay Should Align With Performance. For 2018, 66% of target total direct compensation and 70% of our target long-term incentives for our NEOs were performance-based.

Our Annual Incentive Plan (AIP) is a performance-based plan that provides a potential payout based on achievement of performance goals for earnings per share (EPS), tangible efficiency ratio, and pre-provision net revenue (PPNR). Long-term incentives include (i) performance-vested restricted stock units tied to both return on tangible common equity (ROTCE) relative to Company goals and peer companies with a potential adjustment based on total shareholder return (TSR) relative to peers, and (ii) time-vested restricted stock units.

Compensation Principle 3. A Substantial Portion of Pay Should Be at Risk to Align With Risk Taken By Our Shareholders. Our long-term incentive plans are aligned with the risk taken by our shareholders as award values vary with our stock price and corporate performance over time. The level of awards under the performance-based restricted stock unit plan is based on our (i) ROTCE on both an absolute basis and a relative basis compared to peer companies, and (ii) TSR relative to our peers. Our Share Ownership and Retention Policy requires our CEO to own stock with a value equal to at least six times his base salary, and our Co-Chief Operating Officers and Corporate Executive Vice Presidents to own stock with a value equal to at least three times their base salary. These executives are also required to retain 50% of net shares received under plan-based awards for a minimum of one year, ensuring longer-term alignment with shareholder risk. The one year retention requirement applies to vested restricted stock and vested restricted stock units, as well as shares obtained upon exercise of stock options. See “Share Ownership and Share Retention Requirements” below.

Compensation Principle 4. Compensation Must Comply With Regulatory Guidance. In 2010, the Federal Reserve published final guidelines on incentive compensation that apply to all U.S. financial institutions. In response to these guidelines, we made a number of enhancements to our executive and other incentive plans to reduce risk or to further risk-adjust the payouts, as well as strengthen our controls and governance processes, including the following:

Pay for Performance

Our executive compensation programs are designed to align a substantial portion of pay to Company performance. The table and charts below outline the percent of value for each element of target total direct compensation.

2018 Chairman and CEO Compensation Mix

2018 Other NEOs Compensation Mix

Below we explain how our 2018 annual incentive awards and long-term incentive grants are tied to current year and future performance.

Annual Incentive Plan (AIP). Payments to NEOs under our AIP generally are based on the achievement of corporate performance objectives, as well as individual performance. NEO AIP award levels in 2018 were based on annual results for earnings per share (EPS, 50% weighting), tangible efficiency ratio (25% weighting), and pre-provision net revenue (PPNR, 25% weighting).

Long-Term Incentives (LTI). Our 2018 annual grants of LTI consisted of 70% performance-based RSUs and 30% time-based RSUs. The performance-based RSUs will be earned based on the achievement of an absolute earnings per share hurdle, then based upon a matrix which combines performance goals for our ROTCE relative to a peer group and absolute ROTCE, in both cases measured over the three years 2018-2020, with potential adjustment to the payout based on total shareholder return (TSR) relative to our peer group.

Analysis of 2018 Compensation Compared to 2017 Compensation

In 2018, we maintained our policy to deliver total direct compensation at competitive levels based primarily on benchmarking among a defined group of peer organizations.

In February 2018, the Company announced that Messrs. Chancy and Cummins would be taking on expanded roles and responsibilities with Mr. Chancy becoming Vice Chairman,

Co-Chief Operating Officer, and Consumer Segment Executive and Mr. Cummins becoming Co-Chief Operating Officer and Wholesale Segment Executive. In addition, the Company announced that Ms. Dukes would succeed Mr. Gillani as Corporate Executive Vice President and Chief Financial Officer on March 31, 2018. As a result, the Compensation Committee made various changes to their compensation as described below.

The Compensation Committee increased salaries in 2018 for Messrs. Chancy and Cummins and Ms. Dukes relative to 2017 to reflect the scope of their additional responsibilities, their experience and their individual performance, as well as to better align with market practices. Mr. Rogers’ salary was also increased based on his performance and changes in market compensation. Salaries for the other NEOs were not adjusted.

Additionally, based on market practices relative to their new roles and responsibilities, in 2018 the Compensation Committee increased the target award percentages for Messrs. Chancy and Cummins, and decreased the target award percentage for Ms. Dukes, under our AIP. Funding of 2018 non-equity incentive compensation delivered through our AIP reflects a decrease compared to 2017 due largely to the Company’s performance relative to the 2018 AIP targets, although actual awards for certain NEOs remained stable on account of increases in their salaries or target award percentages. The AIP payments for our NEOs were determined based on Company performance and the Compensation Committee’s assessment of their individual contributions. We discuss AIP in greater detail below under “2. Annual Incentives.”

Long-term equity award targets for Messrs. Chancy and Cummins and Ms. Dukes were increased in 2018 based on their expanded responsibilities and market practice. The award target for Mr. Rogers was also increased based on his performance and changes in market compensation. In addition, the Compensation Committee made a special one-time award to Mr. Gillani, which we discuss in greater detail below.

Mr. Case re-joined the Company on January 29, 2018 and in connection with his hiring was awarded special cash bonuses of $850,000 paid at the time of his hiring and another $600,000 to be paid in February 2019 primarily due to foregone cash and equity incentive opportunities at his previous employer as well as to recognize differences in the pay mix structure from his prior job, namely more extensive use by the Company of equity-based long-term incentives with multi-year vesting requirements.

Finally, the change in net present value of future pension benefits for the NEOs decreased in 2018 compared to 2017. This comparison is driven by the fact that in 2018 the present value of pension benefits decreased due to increases in discount rates. We discuss pension benefits in greater detail below in “4. Benefits” and “2018 Pension Benefits Table.”

Executive Compensation Program Overview

Our current executive compensation program has four parts:

1. Salary.

2. Annual Incentives.

3. Long-Term Incentives, and

4. Benefits.

establishes target performance goals based largely on management’s confidential business plan and corresponding budget for that year. The Compensation Committee considers multiple financial metrics with emphasis on revenue growth, expense management, and profit improvement.

For the 2018 AIP, we used the same three corporate performance measures as in 2017: tangible efficiency ratio (25% weight), pre-provision net revenue (PPNR, 25% weight), and earnings per share (EPS, 50% weight). Our tangible efficiency ratio is the ratio of our noninterest expense, excluding amortization expense, to our revenue. The Compensation Committee chose the tangible efficiency ratio because it is an important measure used by investors to evaluate how well we are managing our organization. The lower the efficiency ratio, the better for our shareholders, as it means that a greater percentage of each dollar of revenue is converted to profit. PPNR is the sum of net interest income and noninterest income (excluding securities gains or losses), less noninterest expense. The Compensation Committee selected this performance measure in order to drive growth in PPNR, which will allow us to increase operating leverage by focusing on quality revenue. PPNR is also a measure used by our primary federal banking regulator in the capital planning process. The Compensation Committee selected EPS as the third component of the AIP to better align pay with performance and to promote the interests of our shareholders.

The Compensation Committee also sets minimum and maximum performance levels for each performance measure. Actual payouts under the AIP depend on the level at which we achieve each of the performance measures. The Compensation Committee approved the following performance targets for 2018:

Based on market practices and expansions in their roles during 2018, the Compensation Committee reviewed the overall pay mix and made adjustments to the target awards as a percent of base salary for Messrs. Chancy and Cummins, whose target opportunities were each increased to 165%, and for Ms. Dukes, whose target opportunity was decreased to 110%. For more information on adjustments to the overall pay mix for Messrs. Chancy and Cummins and Ms. Dukes, see “Analysis of 2018 Compensation Compared to 2017 Compensation” above. Also, for 2018, the Compensation Committee considered a number of factors in determining AIP awards for our NEOs, including activities during the year, financial performance of the Company, recommendations of our CEO, and other circumstances, but the Compensation Committee did not make any adjustments to the actual AIP awards for our NEOs from their funded amounts, except for the award to Mr. Gillani, which was paid at the target amount. The target, funded and actual 2018 AIP awards for our NEOs are set forth in the table below:

2018 Performance-based RSUs—ROTCE and TSR. 70% of the annual long-term incentive was delivered via performance-based RSUs which require (1) the achievement of an earnings-per-share hurdle, (2) a determination of SunTrust absolute ROTCE, as well as ROTCE relative to a peer group, and (3) a determination of TSR performance relative to peers.

First, an EPS hurdle must be achieved to ensure that awards are consistent with banking safety and soundness. Second, provided that a cumulative $3.00 per share EPS target is achieved, a preliminary number of shares are earned based on a determination of SunTrust’s absolute ROTCE, as well as relative ROTCE rank among peer banks measured over the 3-year performance period and based on a matrix, and then modified by TSR performance relative to the peer group, as follows:

There are three steps when determining the payout. First, SunTrust’s relative ROTCE rank among the peer group is determined and the appropriate row is selected. Next, the column corresponding to SunTrust’s absolute ROTCE is determined. The column headings “A%”, “B%”, “C%” and “D%” correspond to specific, absolute ROTCE targets set by the Compensation Committee based on the Company’s confidential business plan for the three-year performance period. Because these targets are based on the Company’s confidential business plan, the Company will not publicly disclose the actual target levels until the completion of the performance period.

Third, the payout determined under the ROTCE matrix is further adjusted, if applicable, based on relative TSR as indicated below: