Table of Contents 1 68

STI 2019 Proxy Statement

LETTER TO SHAREHOLDERS 2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 5
TABLE OF CONTENTS 6
PROXY SUMMARY 7
NOMINEES FOR DIRECTORSHIP (ITEM 1) 9
Board Committees and Attendance 15
Membership by Director 15
Membership by Committee 16
2018 Director Compensation 18
CORPORATE GOVERNANCE 20
Majority Voting 20
Corporate Governance and Director Independence 20
Codes of Ethics and Committee Charters 21
Board's Role in the Risk Management Process 21
Management of Cyber and Operational Risk 21
Section 16(a) Beneficial Ownership Reporting Compliance 22
Compensation Committee Interlocks and Insider Participation 22
Policies and Procedures for Approval of Related Party Transactions 23
Transactions with Related Persons, Promoters, and Certain Control Persons 23
Executive Sessions 23
CEO and Management Succession 23
Board Leadership and Structure 23
Lead Director 23
Board Self-Assessment 24
Board Renewal 24
Long-Term Business Strategy 24
Director Qualifications and Selection Process 25
Shareholder Recommendations and Nominations for Election to the Board 27
Communications with Directors 27
Communications with IR Department 27
Investor Outreach 27
EXECUTIVE OFFICERS 29
EXECUTIVE COMPENSATION 31
Compensation Discussion and Analysis 31
Compensation Committee Report 44
2018 Summary Compensation Table 45
2018 Grants of Plan-Based Awards 46
Outstanding Equity Awards at December 31, 2018 47
2018 Pension Benefits Table 48
2018 Nonqualified Deferred Compensation Table 50
2018 Potential Payments Upon Termination or Change in Control 51
Option Exercises and Stock Vested in 2018 53
Equity Compensation Plans 54
2018 CEO Pay Ratio Disclosure 54
ADVISORY VOTE ON EXECUTIVE COMPENSATION (ITEM 2) 56
RATIFICATION OF INDEPENDENT AUDITOR (ITEM 3) 59
Audit Fees and Related Matters 57
Audit and Non-Audit Fees 57
Audit Committee Policy for Pre-Approval of Independent Auditor Services 58
Ratification of Independent Auditor 59
Audit Committee Report 59
STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT, AND PRINCIPAL SHAREHOLDERS 60
OTHER INFORMATION 61
Webcast of Annual Meeting 61
Record Date and Shares Outstanding 61
Voting Your Shares 61
Quorum and Voting 61
Shareholder Proposals for Next Year's Meeting 61
Attending the Meeting and Other Matters 62
Householding 62
Appendix A - Non-GAAP Reconciliations 63

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