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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant ☐ |
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14a-12
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REGIONS FINANCIAL CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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REGIONS FINANCIAL CORPORATION
STRATEGIC FOUNDATION
Our Vision
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To be the premier regional financial institution in
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Our Mission
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Achieve superior economic value for our shareholders
over time by
making life better for our customers, associates, and
communities
and creating
shared value
as we help them meet their financial goals and
aspirations
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Our Key Points to Creating Shared Value
•We
are not motivated by profit alone.
We believe that business is only done well when all stakeholders
benefit: our customers, associates, communities, and
shareholders.
•Integrity,
trust, and respect are fundamental to how we operate.
We want to win, but we want to win the right way.
•We
only offer customers products and services
that they need, want, and understand.
•When
our communities are strong and thriving,
local businesses also benefit. By investing resources in our
communities, we ultimately deliver value to our shareholders as
well.
Our Values
Our values reflect
how
we will
reach our vision, deliver our mission, and execute our purpose
every day we come to work. These values serve as the measuring
stick by which to judge our behavior and results:
•Put
people first
•Do
what is right
•Focus
on the customer
•Reach
higher
•Enjoy
life
Dear Fellow Shareholders:
On behalf of your Board of Directors, I am pleased to invite you to
participate in the 2023 Annual Meeting of Shareholders of Regions
Financial Corporation, to be held in a virtual format on April 19,
2023, at 9:00 A.M. Central Time.
The Regions team continues to build upon a solid foundation and
position the Company to grow stronger, even in the face of ongoing
challenges and uncertainty in the U.S. and around the world. To
that end, Regions has committed itself to “soundness,
profitability, and growth.” These three goals are at the core of
the message from John Turner, our President and Chief Executive
Officer, in the letter accompanying this proxy statement. They are
the foundation of Regions’ strategy and a byproduct of our mission
to make life better and create shared value for our shareholders,
customers, associates, and communities.
As the Regions team works to achieve these goals, the Board
recognizes that we are directly accountable to our shareholders for
oversight of the Company’s strategy, culture, and risk management.
We value the opportunity to report to you on our practices and
philosophy with respect to these important
responsibilities.
I want to mention here a few specific things that are top of mind.
I encourage you to read more about these and other developments
throughout this proxy statement.
Commitment to Board Refreshment.
In the coming years, we will see the retirements of a number of our
long-standing Directors due to our mandatory retirement age policy.
In light of these planned retirements, we are heavily focused on
intentional, long-term Board refreshment to ensure that our Board
remains knowledgeable and engaged to effectively and independently
oversee management. As always, we remain committed to ensuring that
the Board’s membership represents a wide variety of backgrounds,
skills, and experiences, which we believe is critical to the
effectiveness of the Board and Regions’ success.
The Board welcomed three new members in 2022—Mark Crosswhite,
Noopur Davis, and Tom Hill—and they are already providing very
valuable contributions in spite of their relatively short tenures.
From Noopur’s substantial knowledge of technology and
cybersecurity, to the experience that Mark and Tom bring from
serving as CEOs of large companies operating in many of Regions’
key markets, these individuals have meaningfully complemented the
Board as a whole. Noopur’s appointment also advanced our Board
diversity goals. You will see that this year’s Director nominees
reflect 46% overall diversity (based on gender, race/ethnicity, and
sexual orientation), 31% gender diversity, and 31%
racial/ethnic
diversity. The Board, aided by the Nominating and Corporate
Governance Committee, worked diligently to identify, assess, and
onboard our new Directors so that the Board and Board committees
would quickly benefit from their skills and perspectives. I am
grateful to the existing Directors who happily agreed to serve as
mentors for our new members and have helped acclimate them to the
goals and procedures of our Board.
Commitment to Strategic Alignment and Transparency around
ESG.
At Regions, our commitment to shared value drives our approach to
Environmental, Social, and Governance (ESG) matters. Though the ESG
landscape continues to be dynamic in many respects, this alignment
of ESG with our mission and strategy allows us to continue our
focus on providing consistent, sustainable returns for our
shareholders while meeting the needs of our customers, associates,
and communities.
The Board remains committed to our role in overseeing Regions’
progress and disclosures around ESG. During the year, the Board
received reports on topics like greenhouse gas emissions and
ESG-focused regulatory attention and rulemaking. The Board
continued to monitor emerging risks and opportunities related to
ESG and the various perspectives of our stakeholders. Further, we
believe in the importance of maintaining transparency around
Regions’ ESG initiatives and are proud of our related reporting. In
2022, Regions simultaneously released the Company’s Annual Review
& ESG Report and Task Force on Climate-related Financial
Disclosures (TCFD) Report, which delivered a comprehensive update
to stakeholders on how Regions is moving ahead thoughtfully and
deliberately on ESG initiatives, with shared value as our
foundation.
Commitment to Shareholder Engagement.
The Board believes that understanding your views and perspectives,
as owners of the Company, is a critical part of our commitment to
continuously improving our corporate governance practices and
enabling Regions’ long-term success. We continue to gain valuable
feedback from our robust shareholder engagement program and
carefully consider what we hear from you as we work to represent
your interests and drive superior economic value for your
investment. We look forward to the continuation of this dialogue
throughout 2023 and beyond.
Thank You.
I would like to take this opportunity to thank Sam Di Piazza, who
will be retiring from the Board in April. We greatly appreciate his
years of commitment and diligent service on the Board and the
valuable perspective that he has provided.
It is a privilege to continue serving as Chair of the Board, and on
behalf of the entire Board, I would like to thank our shareholders
for your ongoing support and continued interest in Regions. We
recognize and sincerely appreciate the trust and confidence that
you have placed in us.
On behalf of the Board of Directors,
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Charles D. McCrary
Independent Chair of the Board
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March 6, 2023 |
NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF REGIONS FINANCIAL CORPORATION:
The 2023 Annual Meeting of Shareholders of Regions Financial
Corporation (“Regions”), a Delaware corporation, will be
held:
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DATE & TIME |
LOCATION |
RECORD DATE |
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Wednesday, April 19, 2023
9:00 A.M. Central Time
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Webcast at www.virtualshareholdermeeting.com/RF2023
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February 21, 2023
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The annual meeting is being held for the following
purposes:
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Proposal
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Board
Recommendation |
More
Information |
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PROPOSAL 1 –
Election of Directors
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FOR each nominee
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PROPOSAL 2 –
Ratification of Appointment of Independent Registered Public
Accounting Firm
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FOR |
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PROPOSAL 3 –
Advisory Vote on Executive Compensation
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FOR |
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Attending the Meeting:
Registered and beneficial shareholders as of the Record Date are
entitled to attend, vote, and ask questions at this year’s virtual
annual meeting at www.virtualshareholdermeeting.com/RF2023 by
logging in using the 16-digit control number appearing on the
Notice of Internet Availability of Proxy Materials, email
notification, voting instruction form, or paper proxy card. Guests
without a control number may also attend the meeting, but they will
not be permitted to vote or submit questions. Additional
information and rules of conduct will be provided on the Virtual
Shareholder Meeting website at the time of the
meeting.
It is recommended that attendees log into the meeting with
sufficient time before the meeting begins to address any technical
issues. The Virtual Shareholder Meeting website will provide
technical assistance to attendees experiencing issues accessing the
meeting. The technical support contact information will appear on
the meeting website prior to the start of our meeting.
We reserve the right to adjourn or postpone the meeting or change
the means of convening the meeting; if we elect to do so, details
on how to participate will be made available at
ir.regions.com.
Your vote is important!
Whether or not you plan to attend the annual meeting, you are
encouraged to promptly submit your proxy with voting instructions.
To vote your shares, please follow the instructions in the Notice
of Internet Availability of Proxy Materials or the proxy card you
received in the mail. If you vote by telephone or via the Internet,
you need not return a proxy card. You may revoke your proxy at any
time before the vote is taken by notifying the Corporate Secretary
of Regions in writing or by validly submitting another proxy by
telephone, Internet, or mail. If you are present at the meeting,
you may vote your shares at that time, which will supersede your
proxy.
If you hold shares through a brokerage firm, bank, or similar
entity (“Broker”), check the voting instructions provided to you by
that Broker. More information on changing your vote can be found on
page 103.
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By Order of the Board of Directors |
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Tara A. Plimpton
Chief Legal Officer and
Corporate Secretary |
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March 6, 2023 |
TABLE OF CONTENTS
PROPOSAL 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM 26
PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION
(“SAY-ON-PAY”) 29
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GLOSSARY OF SELECTED TERMS |
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Term
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Meaning |
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401(k) Plan |
Regions Financial Corporation 401(k) Plan |
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Broker |
Brokerage firms, banks, or similar entities |
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BSA/AML/OFAC |
Bank Secrecy Act/Anti-Money Laundering/Office of Foreign Assets
Control |
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CD&A |
Compensation Discussion and Analysis |
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CECL |
Current Expected Credit Losses
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CHR Committee |
Compensation and Human Resources Committee |
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Code of Conduct |
Code of Business Conduct and Ethics |
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Cook & Co. |
Frederic W. Cook & Co., Inc. |
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DEI |
Diversity, Equity, and Inclusion |
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Dividend Reinvestment Plan |
Broadridge Direct Stock Purchase and Dividend Reinvestment
Plan |
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EPS Growth |
Cumulative compounded growth in Earnings Per Share |
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Excess 401(k) Plan |
Regions Financial Corporation Non-Qualified Excess 401(k) Plan
(formerly named the Supplemental 401(k) Plan) |
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EY |
Ernst & Young LLP |
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GAAP |
Generally Accepted Accounting Principles in the United
States |
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GRI |
Global Reporting Initiative |
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IRC |
U.S. Internal Revenue Code of 1986, as amended |
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LTIP |
Long Term Incentive Plan |
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NCG Committee |
Nominating and Corporate Governance Committee |
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NEO |
Named Executive Officer |
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PCUs |
Performance Cash Unit Awards |
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PSUs |
Performance Stock Units |
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Retirement Plan |
Regions Financial Corporation Retirement Plan for
Associates |
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ROATCE |
Return on Average Tangible Common Equity, a non-GAAP financial
measure (see Appendix A for more information) |
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RSUs |
Restricted Stock Units |
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SASB |
Sustainability Accounting Standards Board |
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Say-on-Pay |
Advisory Vote on Executive Compensation |
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SERP |
Regions Financial Corporation Post 2006 Supplemental Executive
Retirement Plan |
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TCFD |
Task Force on Climate-related Financial Disclosures |
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March 6, 2023
PROXY STATEMENT
The Board of Directors (“Board”) of Regions Financial Corporation
(“Regions,” “Company,” “we,” “us,” or “our”) is furnishing you with
this proxy statement to solicit proxies on its behalf to be voted
at the 2023 Annual Meeting of Shareholders to be held on Wednesday,
April 19, 2023, at 9:00 A.M. Central Time, via Webcast at
www.virtualshareholdermeeting.com/RF2023. The proxies may also be
voted at any adjournments or postponements of the annual
meeting.
The mailing address of our principal executive offices is 1900
Fifth Avenue North, Birmingham, Alabama 35203. We are furnishing
the proxy materials to shareholders beginning on March 6,
2023.
All properly executed written proxies and all properly completed
proxies submitted by telephone or the Internet that are delivered
pursuant to this solicitation will be voted at the 2023 Annual
Meeting of Shareholders in accordance with the directions given in
the proxy, unless the proxy is revoked prior to completion of
voting at the meeting.
Record Date.
Only owners of record of shares of Regions common stock as of the
close of business on February 21, 2023, the Record Date, are
entitled to notice of, and to vote at, the meeting or at any
adjournments or postponements of the meeting.
Each owner of record on the Record Date is entitled to one vote for
each share of common stock held. There were 934,561,674 shares of
common stock issued and outstanding on the Record
Date.
Notice and Access.
We are continuing to use the Securities and Exchange Commission’s
(“SEC”) Notice and Access rule, allowing us to furnish our proxy
materials to shareholders over the Internet. This means most of our
shareholders will receive only a notice containing instructions on
how to access the proxy materials over the Internet and vote
online. This offers a convenient way for shareholders to review the
materials. The notice is not a proxy card and cannot be used to
vote.
If you receive the notice but would like to receive paper copies of
the proxy materials, please follow the instructions in the notice
or on the website referred to in the notice.
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Please consider signing up to receive these materials
electronically in the future by following the instructions after
you vote your shares over the Internet. Enrolling in future
electronic delivery of annual meeting materials reduces Regions’
environmental impact and printing and mailing expenses. To enroll
in electronic delivery you may also visit
http://enroll.icsdelivery.com/rf.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE 2023 ANNUAL MEETING:
The 2023 Proxy Statement and Notice of Annual Meeting of
Shareholders;
the Annual Report on Form 10-K for the year ended December 31,
2022;
and the CEO’s Letter are available at
ir.regions.com/governance/annual-proxy
and
proxyvote.com.
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Important Notice Regarding Delivery of Security Holder
Documents
This is the first distribution of proxy solicitation materials to
shareholders.
Householding.
The SEC has adopted rules that allow us to continue sending, in a
single envelope, our proxy statement and other required annual
meeting materials to two or more shareholders sharing the same
address. These rules spell out the conditions under which annual
reports, information statements, proxy statements, prospectuses,
and other disclosure documents of a company that would otherwise be
mailed in separate envelopes to more than one shareholder at a
shared address may be mailed as a single copy in one envelope
addressed to all shareholders at that address (i.e.,
“householding”). Shareholders who participate in householding will,
however, receive separate proxy cards.
Householding, similar to electing to receive these materials
electronically, reduces our printing and mailing expenses and
associated environmental impact (although not to the same
extent).
If one set of these proxy materials was sent to your household for
the use by all Regions shareholders in your household and one or
more of you would prefer to receive additional sets, or if multiple
copies of these proxy materials were sent to your household and you
want to receive one set,
please contact Broadridge Financial Solutions, Inc., by calling
toll-free at 866-540-7095 or by writing to Broadridge Financial
Solutions, Inc., Householding Department, 51 Mercedes Way,
Edgewood, New York 11717.
Shareholders whose shares of our common stock are held in street
name wishing to make either such election should contact their
Broker.
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Alternatively, if you would like to receive a paper copy of the
materials or if you received one copy of the proxy materials
through our use of householding and would like to receive multiple
copies, you may, at any time, email investors@regions.com, call
205-264-7040, or write to the following address, and we will
deliver those documents to you promptly upon receiving the
request. |
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Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attn: Investor Relations |
PROXY SUMMARY
This summary highlights certain information about Regions. It does
not contain all of the information provided elsewhere in this proxy
statement; therefore, you should read the entire proxy statement
carefully before voting.
For more complete information regarding the Company’s 2022
performance, review the Company’s Annual Report on Form 10-K for
the year ended December 31, 2022. The Proxy Statement and
Notice of Annual Meeting of Shareholders, Annual Report on Form
10-K, and CEO’s Letter are available through our website at
ir.regions.com/governance/annual-proxy.
2023 Annual Meeting of Shareholders
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Date:
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Wednesday, April 19, 2023 |
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Time:
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9:00 A.M. Central Time |
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VSM Website: |
Webcast at www.virtualshareholdermeeting.com/RF2023
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Record Date:
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February 21, 2023 |
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Voting:
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Common shareholders as of the Record Date are entitled to vote.
Shareholders of record, as well as most beneficial shareholders,
can vote by proxy using one of several methods. |
Please vote in one of the many ways set forth below to ensure your
shares are represented at the annual meeting:
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To vote with your mobile device (tablet or smartphone), scan
the
Quick Response Code
that appears on your proxy card or Notice of Internet Availability
of Proxy Materials (may require free software
download).
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To vote over the Internet, visit
proxyvote.com
and enter your 16-digit control number that appears on your proxy
card, email notification, or Notice of Internet Availability of
Proxy Materials.
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To vote by telephone, call
1-800-690-6903
and follow the recorded instructions. If you vote by telephone, you
also will need your 16-digit control number.
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If you requested printed copies of the proxy materials be sent to
you by mail, vote by proxy by filling out the proxy card and
returning it in the envelope provided to:
Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New
York 11717.
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Additionally, you may vote electronically
during the Webcast
of the annual meeting. If you vote during the Webcast, you also
will need your 16-digit control number.
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If you hold your stock in street name or through our 401(k) Plan or
our Dividend Reinvestment Plan, see
Questions and Answers about the Annual Meeting and Voting
for more information about how to vote your shares.
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Your vote is important!
Please submit your vote by proxy over the Internet or by
telephone,
or complete, sign, date, and return your proxy card or voting
instruction form.
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Shareholders and guests will be permitted to participate in the
Webcast of the annual meeting; however, only shareholders as of the
Record Date with a valid control number will be permitted to vote
or ask questions. Please see page 105 for further
details.
Information about Regions
Regions is a financial holding company headquartered in Birmingham,
Alabama operating in the South, the Midwest, and Texas. In
addition, Regions operates several offices delivering specialty
capabilities in New York, Washington D.C., Chicago, and other
locations nationwide. Regions provides financial solutions for a
wide range of clients including retail and mortgage banking
services, commercial banking services, and wealth and investment
services. Further, Regions and its subsidiaries deliver specialty
capabilities including merger and acquisition advisory services,
capital markets solutions, home improvement lending, and
others.
Regions is a Delaware corporation. Its principal executive offices
are located at 1900 Fifth Avenue North, Birmingham, Alabama, 35203.
Regions is a member of the S&P 500 Index. Regions common stock,
par value $.01 per share, is listed on the New York Stock Exchange
(“NYSE”) under the symbol RF.
As of December 31, 2022, Regions had total consolidated assets
of approximately $155.2 billion, total consolidated deposits of
approximately $131.7 billion, and total consolidated shareholders’
equity of approximately $15.9 billion.
Regions conducts its banking operations through its wholly-owned
subsidiary, Regions Bank, an Alabama state-chartered commercial
bank that is a member of the Federal Reserve System.
As of December 31, 2022, Regions Bank operated 1,286 branch
outlets and 2,039 ATMs primarily across the South, the Midwest, and
Texas.
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Regions Bank
is ranked 19th in the U.S. in total deposits.
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Our
vision,
mission,
and
values
continue to be the foundational elements of our 2023-2025 Strategic
Plan and are integral to our ability to serve and support our
customers, communities, associates, and shareholders. Our strategic
priorities and values, as shown below, balance the needs of all of
these stakeholders.
Regions believes that local, relationship banking powered by great
technology sets us apart in the markets we serve.
Our strategic plan focuses on three goals—soundness, profitability,
and growth. It is how we differentiate ourselves, drive
transformative change, and become the undisputed customer
experience leader in the industry:
•Soundness:
Protecting our strong foundation so that we will be in a position
to further enhance the customer experience by modernizing operating
systems, preventing fraud, managing risk, and strengthening our
balance sheet.
•Profitability:
Delivering value to all stakeholders by making strategic
investments, maintaining high credit standards, and continuously
improving how we operate and produce results.
•Growth:
Innovating and transforming every area of the organization to build
our future bank by changing how we go to market, providing
customers with greater convenience and access, and empowering all
associates to work together, smarter and better.
Each of the Company’s business groups is responsible for creating
its own strategic plan. During the strategic planning process, and
throughout the year, our strategy and business decisions are
informed by feedback from stakeholders including customers,
associates, community partners, and shareholders.
Strong Foundation. Positioned for Growth.
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“Even in an uncertain operating environment, executing our
strategic plan will allow us to continue to be a source of economic
strength for our customers and communities and will deliver
consistent, sustainable long-term performance for our shareholders.
We will continue making investments that differentiate us from our
competition while ensuring our focus remains on our
goals—soundness, profitability, and growth.” |
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John M. Turner, Jr.
President and Chief Executive Officer
Member of the Board of Directors
Regions Financial Corporation
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Financial Overview
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Financial Performance |
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FY 2022 |
FY 2021 |
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Total Revenue |
$7.2 billion |
$6.4 billion |
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Net Interest Income |
$4.8 billion |
$3.9 billion |
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Non-Interest Expense |
$4.1 billion |
$3.7 billion |
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Net Income Available to Common Shareholders |
$2.1 billion |
$2.4 billion |
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Diluted Earnings Per Share |
$2.28 |
$2.51 |
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Operating Leverage |
3.5% |
(0.6)% |
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Efficiency ratio |
56.0% |
57.8% |
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Net-Charge Offs |
0.29% |
0.24% |
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Five-Year Stock Performance
This graph shows the cumulative total shareholder return for
Regions common stock in each of the five years from
December 31, 2017, to December 31, 2022. The graph also
compares the cumulative total returns for the same five-year period
with the S&P 500 Index and the S&P 500 Banks Index. The
comparison assumes $100 was invested on December 31, 2017, in
Regions common stock, the S&P 500 Index, and the S&P 500
Banks Index, and that all dividends were reinvested.
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Cumulative Total Return |
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12/31/2017 |
12/31/2018 |
12/31/2019 |
12/31/2020 |
12/31/2021 |
12/31/2022 |
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Regions |
$100.00 |
$79.43 |
$105.88 |
$104.15 |
$145.18 |
$148.54 |
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S&P 500 Index |
$100.00 |
$95.61 |
$125.70 |
$148.81 |
$191.48 |
$156.77 |
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S&P 500 Banks Index |
$100.00 |
$83.56 |
$117.52 |
$101.35 |
$137.28 |
$110.91 |
Board, ESG, and Compensation Facts
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Board Composition, Leadership, and Operations |
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Number of Director Nominees |
13 |
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Director Nominee Independence |
92% |
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Average Director Nominee Age |
65 |
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Average Director Nominee Tenure |
7 years |
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Diversity of Director Nominees |
31% Gender; 31% Racial/Ethnic; 46% Total |
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Board Leadership |
Independent Chair |
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Voting Standard |
Majority with plurality carve-out for contested
elections |
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Classified Board |
No, annual elections for all Directors |
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Mandatory Retirement Age |
Yes (72) |
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Director Term Limits |
No |
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Director Resignation Policy |
Yes |
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Shareholder Rights |
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One Share, One Vote Policy |
Yes |
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Cumulative Voting |
No |
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Vote Standard for Charter/By-Law Amendment |
75% |
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Shareholder Right to Call Special Meeting |
No |
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Shareholder Right to Act by Written Consent |
No |
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Board Authorized to Issue Blank-Check Preferred Stock |
Yes; capital plan regularly submitted to the Federal
Reserve |
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Poison Pill |
No |
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Proxy Access By-Law |
Yes |
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Other Governance Practices |
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Investor Stewardship Group Corporate Governance Principles for U.S.
Listed Companies Compliant |
Yes |
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Commonsense Principles 2.0 Signatory |
Yes |
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Council of Institutional Investors Member |
Yes |
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Rooney Rule Version for Director Candidate and Section 16 Officer
Searches |
Yes |
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Year-Round Shareholder Engagement |
Yes |
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Robust Stock Ownership Guidelines |
Yes |
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Anti-Hedging and Anti-Pledging Policies |
Yes |
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Environmental and Social Practices |
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Board-Level ESG Oversight |
Yes |
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Codes of Conduct for Directors, Executive Officers, Associates, and
Suppliers |
Yes; posted on website |
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Annual ESG Report |
Yes; posted on website |
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Disclosures Aligned with TCFD, SASB, GRI, and CDP |
Yes; posted on website |
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Disclosure of Workforce Demographics |
Yes; posted on website |
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Semi-Annual Report on Political Contributions |
Yes; posted on website |
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Human Rights Statement |
Yes; posted on website |
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Operational Greenhouse Gas Emissions Reduction Target (50% by
2030) |
Yes |
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Active Participant in ESG-Focused Industry Groups |
Yes |
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Compensation Practices |
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CEO Pay Ratio / Alternative CEO Pay Ratio |
157:1 / 115:1
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Clawback Policy |
Yes |
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Incentive Plans that Encourage Excessive Risk-Taking |
No |
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Employment Agreements for Executive Officers |
No |
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Repricing of Underwater Options |
No |
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Excessive Perks |
No |
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Pay-for-Performance |
Yes |
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Frequency of Say-on-Pay Advisory Vote |
Annual |
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Double-Trigger Change-in-Control Provisions |
Yes |
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Independent Compensation Consultant |
Frederic W. Cook & Co., Inc. |
Proposal 1—Election of Directors (page 14)
We believe that annual elections keep our Directors accountable to
our shareholders. Accordingly, the current term of office of all of
our Directors expires at the 2023 Annual Meeting. The Board
proposes that the 13 nominees included in this proxy statement be
elected as Directors for a term of one year, expiring at the 2024
Annual Meeting, and until their successors are duly elected and
qualified or their earlier retirement, resignation, or
removal.
Our Director nominees possess a diverse mix of backgrounds, skills,
experience, and perspectives. This proxy statement includes
important information about the experiences, qualifications,
attributes, and skills of the Director nominees
that led the NCG Committee and our Board to determine that each
nominee is qualified to serve as a Director.
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The Board unanimously recommends you vote
“FOR”
each Director nominee standing for election.
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The below chart sets forth this year’s Director nominees along with
their age, Board tenure, principal occupation, and Board committee
membership:
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Age |
Independent |
Director
Since |
Regions Board
Committee(s) |
Principal Occupation |
Other Public
Company Boards
(1)
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Mark A. Crosswhite |
60 |
ü |
2022 |
Audit
NCG
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Retired Chairman, President, and CEO, Alabama Power
Company |
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Noopur Davis |
61 |
ü |
2022 |
Risk
Technology
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Corporate Executive Vice President, Chief Information Security and
Product Privacy Officer, Comcast |
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Zhanna Golodryga
(4)
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67 |
ü |
2019 |
Risk
Technology (Chair)
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Executive Vice President, Emerging Energy and Sustainability,
Phillips 66 |
Novonix Limited |
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J. Thomas Hill |
64 |
ü |
2022 |
CHR
Risk |
Chairman, President, and CEO, Vulcan Materials Company |
Vulcan Materials Company |
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John D. Johns
(3)(4)
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71 |
ü |
2011 |
Risk (Chair)
Technology
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Retired Chairman, President, and CEO, Protective Life
Corporation |
Genuine Parts Company;
Southern Company
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Joia M. Johnson |
63 |
ü |
2021 |
CHR
NCG
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Retired CAO, General Counsel, and Corporate Secretary, Hanesbrands
Inc. |
Global Payments Inc.;
Sylvamo Corporation
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Ruth Ann Marshall
(4)
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68 |
ü |
2011 |
CHR
NCG (Chair)
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Retired President, The Americas, MasterCard International,
Inc. |
ConAgra Brands, Inc.;
Global Payments Inc.
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Charles D. McCrary
(4)
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71 |
ü |
2001 |
Independent Chair of the Board |
Retired Chairman, President, and CEO, Alabama Power
Company |
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James T. Prokopanko
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69 |
ü |
2016 |
Audit
NCG
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Retired President and CEO, The Mosaic Company |
Vulcan Materials Company;
Xcel Energy Inc.
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Lee J. Styslinger III
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62 |
ü |
2003 |
NCG
Risk
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Co-Chairman, Altec, Inc. |
Vulcan Materials Company;
Workday, Inc.
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José S. Suquet
(2)(4)
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66 |
ü |
2017 |
Audit (Chair)
Technology
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Chairman and CEO, Pan-American Life Insurance Group |
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John M. Turner, Jr.
(4)
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61 |
CEO
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2018 |
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President and CEO, Regions Financial Corporation and
Regions Bank |
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Timothy Vines
(2)
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57 |
ü |
2018 |
Audit
CHR
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President and CEO, Blue Cross and Blue Shield of
Alabama |
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(1) Corporations subject to the registration
or reporting requirements of the Securities Exchange Act of 1934
(“Exchange Act”), or registered under the Investment Company Act of
1940
(2) Audit Committee Financial
Expert
(3) Risk Management Expert
(4) Member of Regions’ Executive
Committee
Board Skills and Composition
This year’s Director nominees comprise 13 members, representing a
diverse set of experiences, expertise, and attributes. Based on
information provided in response to our 2022 year-end Director
questionnaires, the following charts and graphs outline the number
of Director nominees with considerable or extensive experience in
areas critical to Regions’ operations and certain attributes they
bring to the
Board. Information pertaining to
each individual Director nominee’s experience, along with other
Board composition data points,
is further detailed in the Board Skills and Composition
Matrix
and the Director nominees’ biographies, which both appear in
Proposal 1—Election of Directors.
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Audit/Accounting/Finance and Capital Planning |
Banking and Financial Services |
Business Operations and Technology Innovation/AI |
Continuous Improvement |
Corporate Governance |
Customer Focus and Community Engagement |
Environmental Sustainability Practices |
Executive Compensation and Benefits |
Human Capital Management |
Information/ Cyber Security |
Regulatory Compliance |
Risk Management |
Strategic Planning and Strategy Development |
6
Directors |
6
Directors |
9
Directors |
11
Directors |
11
Directors |
12
Directors |
8
Directors |
11
Directors |
13
Directors |
7
Directors |
9
Directors |
11
Directors |
11
Directors |
*Includes gender, race/ethnicity, and sexual orientation
(LGBTQ+)
Proposal 2—Ratification of Appointment of Independent Registered
Public Accounting Firm (page 26)
The Board is asking shareholders to ratify the appointment of Ernst
& Young LLP (“EY”) as our independent registered public
accounting firm (that is, the independent auditor) for 2023. The
Audit Committee is directly responsible for the appointment,
compensation, retention, and oversight of the independent auditor
retained by Regions to audit the Company’s financial statements and
internal controls over financial reporting. Although the Audit
Committee has the sole authority to appoint the independent
auditor, as a matter of good corporate governance, the Board is
submitting the Audit Committee’s selection of the independent
auditor to our shareholders for ratification.
For more information regarding the independent auditor, amounts
billed to us for services provided during 2022 and 2021, and the
responsibilities of our Audit Committee with respect to the
independent auditor, see the discussion beginning on page
26.
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The Board unanimously recommends you vote
“FOR”
the ratification of the appointment of EY.
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Proposal 3—Advisory Vote on Executive Compensation (page 29)
The Compensation and Human Resources Committee (“CHR Committee”)
understands and appreciates the interest our shareholders have in
our executive compensation program. In acknowledgment of that
interest, and because we believe it is essential to our commitment
to sound governance, the CHR Committee seeks shareholder feedback
regarding our overall policies and practices relating to the
compensation of our Named Executive Officers (“NEOs”). One way the
CHR Committee receives shareholder feedback is through an annual,
non-binding, advisory “Say-on-Pay” vote.
Last year, shareholders approved our executive compensation program
with 92.8 percent of the votes cast in favor of the
proposal.
The CHR Committee considers the Say-on-Pay voting results and other
shareholder feedback when approving compensation plan design
changes and pay decisions for future performance
periods.
Following the Say-on-Pay vote, and throughout 2022, we engaged with
our shareholders to answer questions and discuss issues or concerns
with our compensation program. During these meetings, we discussed
Regions’ commitment to shared value, robust corporate governance
practices, and enhancements to our ESG practices and
disclosures.
See our
Compensation Discussion and Analysis (“CD&A”)
for more information regarding shareholder responsiveness, the
actions taken, and the decisions made by the CHR Committee during
2022. Future Say-on-Pay votes cast will be closely monitored to
ensure there is continued support among our shareholders for our
pay programs and decisions.
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The Board unanimously recommends you vote
“FOR”
the compensation of our NEOs as set forth in this proxy
statement.
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2023 Executive Officers
Our current executive officers, who are also designated as officers
of the Company subject to Section 16 of the Exchange Act (“Section
16 Officers”), are listed below:
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Name
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Age |
Position |
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John M. Turner, Jr.* |
61 |
President and Chief Executive Officer |
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David J. Turner, Jr.* |
59 |
Chief Financial Officer |
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C. Matthew Lusco* |
65 |
Chief Risk Officer |
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Ronald G. Smith* |
62 |
Head of Corporate Banking Group |
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C. Dandridge Massey* |
52 |
Chief Enterprise Operations and Technology Officer |
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Kate R. Danella |
44 |
Head of Consumer Banking Group |
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David R. Keenan |
55 |
Chief Administrative and Human Resources Officer |
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Scott M. Peters |
61 |
Chief Transformation Officer |
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Tara A. Plimpton |
54 |
Chief Legal Officer and Corporate Secretary |
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William D. Ritter |
52 |
Head of Wealth Management Group |
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*Named
Executive Officer
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Executive Compensation
The following is an overview of the compensation decisions made in
2022 for our NEOs and the performance-based criteria for those
decisions:
•After
reviewing NEO target pay levels in early 2022, the CHR Committee
increased base salaries for the four NEOs that were employed at the
time.
•The
CHR Committee determined that 2022 incentive compensation levels
and targets for our NEOs were generally competitive and reflect the
contribution of our executives to the success of the Company. In
recognition of performance, growth in roles, and market changes,
increases to incentive targets were limited to the annual cash
incentive compensation target for the CEO and the long-term
incentive compensation target for the Head of Corporate Banking
Group.
•Strong
financial performance yielded corporate performance results of 187
percent of our annual incentive target expectations.
•Long-term
incentive grants issued for the year continue to constitute a large
portion of direct compensation for our NEOs, which aligns with our
philosophy to create a strong tie between NEO and shareholder
financial interests through sustaining positive performance over a
multi-year period. Consistent with prior grants, the long-term
incentives granted in 2022 include three components that are
subject to the Company meeting certain safety and soundness
criteria: .
1. Restricted Stock Units
(“RSUs”) that vest after three years of continued
service.
2. Performance Stock Units
(“PSUs”) that vest after three years of continued service and for
which the ultimate value and amount are based on the achievement of
certain operating goals and metrics, as well as the future
financial performance of our stock.
3. Performance Cash Units
(“PCUs”) that vest after three years of continued service and for
which the ultimate value and amount are based on the achievement of
certain operating goals and metrics, but because they are
denominated in cash are not influenced by our stock price
performance.
•Our
fifth NEO, Mr. Massey, joined Regions as the Chief Enterprise
Operations and Technology Officer on May 9, 2022. The CHR Committee
established a competitive compensation package for Mr. Massey that
included one-time awards intended to be economic equivalent
replacements for forfeited retention and equity opportunities
provided by his former employer. Mr. Massey’s compensation package
includes:
◦Base
salary of $600,000;
◦Annual
incentive target of 115%;
◦One-time
$630,000 sign-on bonus, paid in cash at the time of his
commencement of employment designed to replace the forfeited cash
retention opportunity and is subject to a two-year repayment
agreement; and
◦One-time
$1,000,000 restricted stock unit grant that vests ratably over
three years which replaces forfeited time-based
equity.
For more information on these decisions, see the
CD&A
beginning on page 60.
The illustration below shows the 2022 compensation mix expressed as
a percentage of total direct compensation for Regions’ President
and CEO, Mr. J. Turner, and for the other three NEOs employed for
the full year as a group.
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2022 Compensation Overview Table
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Long-Term Awards ($)
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Name
|
Principal Position |
Base Salary |
Stock
Awards |
Non Equity
LTI Granted (Cash) |
Annual
Cash Incentive
|
Total
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John M. Turner, Jr. |
President and CEO |
$ |
1,075,000 |
$ |
3,500,000 |
$ |
1,750,000 |
$ |
3,511,571 |
$ |
9,836,571 |
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David J. Turner, Jr. |
Chief Financial Officer |
$ |
690,000 |
$ |
1,000,000 |
$ |
500,000 |
$ |
1,440,839 |
$ |
3,630,839 |
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C. Matthew Lusco |
Chief Risk Officer |
$ |
605,000 |
$ |
800,000 |
$ |
400,000 |
$ |
1,067,908 |
$ |
2,872,908 |
|
Ronald G. Smith |
Head of Corporate Banking Group |
$ |
575,000 |
$ |
800,000 |
$ |
400,000 |
$ |
1,190,344 |
$ |
2,965,344 |
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C. Dandridge Massey |
Chief Enterprise Operations and Technology Officer |
New hire effective May 9, 2022. For more information, see
the
CD&A
beginning on page 60.
|
The above table illustrates how the CHR Committee viewed NEO
compensation for 2022. It differs from the Summary Compensation
Table required by the SEC and included in the section
Compensation of Executive Officers
beginning on page 85. The principal differences can be summarized
as follows:
•The
above table summarizes the entire value of the long-term incentive
grants made to NEOs in 2022 for the 2022-2024 performance years in
the “Long-Term Awards” columns. The annual grant consisted of three
equal parts, RSUs, PSUs, and PCUs, which are all subject to future
performance goals and/or vesting. Both the stock and non-equity
(i.e., cash) portions of the 2022 grant are reflected in this table
and considered 2022 compensation by the CHR Committee.
•Under
rules established by the SEC, the Summary Compensation Table
required to be included with our
CD&A
reports only the portion of the long-term incentive grant delivered
in the form of stock equivalents in the year granted. Cash awards
from the 2022 grant will not be reflected in the Summary
Compensation Table until the year
they are earned, which, for 2022 grants, is the year ending
December 31, 2024, to be paid in 2025. Similarly, the Summary
Compensation Table reports the value of the cash performance
portion of the 2020 long-term incentive grant in the “Non-Equity
Incentive Plan Compensation” column because the performance period
for that award ended as of December 31, 2022. As described on page
75, the 2020 performance grant was earned at 150 percent of target.
The value of this award is not included in the table above because
it was considered by the CHR Committee to be 2020 compensation,
although subject to future performance criteria.
•The
Summary Compensation Table reports the following items that are not
included in the table above: change in pension value, nonqualified
deferred compensation earnings, and compensation associated with
perks, benefits, and other miscellaneous items, which is referred
to as “all other compensation” in the Summary Compensation
Table.
For more detail, see the
CD&A
beginning on page 60.
Corporate Governance (page 30)
Our Board works with executive management to monitor not only
compliance with laws and regulations, but whether we are keeping
pace with the constantly changing corporate governance
landscape.
By aligning our practices with leading corporate governance
principles, we believe the Board and the Company are better
positioned to deliver long-term value. We must hold ourselves to
high standards when it comes to corporate governance, ethics, and
risk management.
Disclosures about the Board’s oversight of our governance practices
and risk management; corporate governance shareholder engagement;
Director independence; and transactions with related persons, among
other topics, can be found in the
Corporate Governance
section. This section also discusses the documents that compose
Regions’ governance framework, such as our Corporate Governance
Principles, By-Laws, and Board committee charters.
Corporate Governance Highlights
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Board Refreshment |
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ESG Statements |
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Rooney Rule |
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46% Diverse |
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72 Years |
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Added Mark Crosswhite, Noopur Davis, and Tom Hill to our Board in
2022 |
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Human Rights Statement; Supplier Code of Conduct; and Environmental
Sustainability Statement |
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Adopted a version for Director candidate and Section 16 Officer
searches, including CEO succession |
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Overall diversity of Director nominees, including gender,
race/ethnicity, and sexual orientation (LGBTQ+) |
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Mandatory Director retirement age (rare exceptions can be made in
certain situations) |
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No Hedging/Pledging |
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Year-Round Engagement |
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No Overboarded Directors |
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Independent Board Leadership |
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NCG Committee Oversight |
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Directors and executive officers are prohibited from entering into
hedging agreements or pledging stock |
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With institutional shareholders, including Director-Shareholder
Engagement |
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Under our enhanced overboarding policy |
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Independent Chair of the Board; 100% independence in standing
committee membership |
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Of the Company’s ESG-related practices and disclosures |
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Additional corporate governance highlights can be found in
the
Board, ESG, and Compensation Facts
table in the
Proxy Summary.
Board Refreshment in 2022
Our Board and Nominating and Corporate Governance Committee (“NCG
Committee”) maintain a robust refreshment and recruitment process
in which the members focus on identifying, considering, and
evaluating potential Board candidates in connection with an ongoing
review of Board needs. The Board also continuously reviews and
assesses its composition through its self-evaluation
process.
In light of Director Di Piazza’s retirement at the upcoming annual
meeting, as well as expected retirements of additional Directors in
the coming years due to reaching our mandatory retirement age for
Directors, the NCG Committee spent considerable time in 2022
focusing on intentional, long-term Board refreshment. To that end,
we added Mark Crosswhite, Noopur Davis, and Tom Hill to our Board
last year. The
Committee considered Directors Crosswhite’s and Hill’s extensive
experience as CEOs of large, regulated companies, and Director
Davis’ deep knowledge of technology and cybersecurity, and believes
that their additions bring a diverse range of skills, experience,
and perspectives that further contribute to an engaged and
well-balanced Board.
The following chart provides an overview of the process undertaken
by the Board to identify, evaluate, appoint, and onboard our three
new Directors. Additional details regarding the Board’s process for
appointing new Directors may be found in the
Director Succession Planning and Board Refreshment
and
Director Onboarding and Education
subsections of
Corporate Governance.
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Identification of Candidates |
4 |
Assessment, Interviews, and Discussions |
4 |
Appointment and Committee Assignments |
4 |
Onboarding and Education |
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The NCG Committee reviewed candidates identified by independent
Directors; an independent search firm; associates and management;
shareholders; and self-recommendations, among other sources, and
identified Directors Crosswhite, Davis, and Hill as priority Board
candidates.
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The NCG Committee considered the qualifications of Directors
Crosswhite, Davis, and Hill in light of Board needs; due diligence
research conducted on them; their independence; input from other
Directors following interviews; and their other commitments and
ability to devote sufficient time to Board duties. |
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Following thorough assessment, and upon recommendation of the NCG
Committee, the Board determined to appoint Directors Crosswhite,
Davis, and Hill to the Board and assigned them to committees based
upon the NCG Committee’s review of the Directors’
skills. |
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The Directors completed Regions’ comprehensive onboarding program
involving a combination of presentations and meetings with
management. The Directors were also assigned a Director mentor to
acclimate them to the goals and procedures of the
Board. |
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Environmental and Social Practices (page 51)
Strong corporate governance forms the bedrock of our approach to
managing the risks and opportunities that face our business. In
order to execute our strategy responsibly, we must remain cognizant
of the needs of our stakeholders. Seeking to meet the needs of our
customers, associates, and communities entails adopting social
strategies and practices—for example, fostering diversity, equity,
and inclusion (“DEI”), engaging the communities we serve, and
supporting the well-being of our associates. Prudent risk
management also necessitates mitigating operational risks, such as
those presented by severe weather events and other environmental
factors. These risks, in tandem with the opportunity to serve our
sustainability-minded customers, give rise to environmental
strategies and practices that also spread throughout our
organization.
For more detailed discussions of our environmental and social
initiatives, we invite stakeholders to review the various
ESG-related disclosures and statements available on our
website.
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Our current suite of ESG disclosures and statements
include: |
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} |
2021 Annual Review & ESG Report |
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} |
2021 TCFD Report |
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} |
2021 GRI Index |
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} |
2021 SASB Index |
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} |
2021 Workforce Demographics (EEO-1) Index |
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} |
2021 Community Engagement Report |
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} |
2022 CDP Climate Change Questionnaire Response |
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All of these documents, as well as our historical ESG disclosures,
are available at ir.regions.com/governance. |
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PROPOSAL 1—ELECTION OF DIRECTORS |
The current term of office of all of our Directors expires at the
annual meeting. The Board proposes that the 13 nominees included in
this proxy statement be elected as Directors for a term of one
year, expiring at the 2024 Annual Meeting, and until their
successors are duly elected and qualified, or their earlier
retirement, resignation, or removal.
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The Board unanimously recommends you vote
“FOR”
each Director nominee standing for election.
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Why does the Board recommend a vote “FOR” each nominee?
Our Director nominees possess a diverse mix of backgrounds, skills,
experience, and perspectives. This proxy statement includes
information about each Director nominee that led the NCG Committee
and our Board to determine that the nominee is qualified to serve
as a Director.
How often are the members elected?
The Board has determined that it is good governance for all
Directors to be elected annually, as we believe that annual
elections keep the Directors accountable to our
shareholders.
What is the effect of this proposal?
Each of the 13 nominees will be elected if a majority of the votes
cast at the annual meeting are voted in favor of the nominee. Our
Corporate Governance Principles provide that an incumbent nominee
who fails to receive a majority of the votes cast must submit their
resignation, the acceptance or rejection of which will be subject
to Board action and subsequent disclosure.
As permitted by our By-Laws, the Board has fixed the number of
Directors at 13, effective as of the annual meeting. All nominees
have consented to being named in this proxy statement for
consideration at the annual meeting. If, however, a nominee is
unable or unwilling to serve and the Board does not elect to reduce
the size of the Board, shares represented by proxies will be voted
for a substitute candidate nominated by the Board. Any Director
vacancies created between annual meetings (such as by a current
Director’s death, resignation, or removal, or by an increase in the
number of Directors in accordance with our By-Laws) may be filled
by a majority vote of the Directors then in office. Any Director
appointed in this manner would hold office until the next annual
meeting.
What criteria were considered by the NCG Committee in selecting the
nominees?
The NCG Committee is charged with identifying, evaluating, and
recommending to the Board individuals whom it believes are
qualified to become Directors. The NCG Committee will consider and
assess candidates consistent with criteria established by the Board
and set forth in the Corporate Governance Principles and will take
into consideration pertinent factors bearing on the qualifications
of candidates in light of such criteria. The NCG Committee also
assesses candidates for directorship in the context of the current
composition of the Board and Regions’ evolving needs.
The NCG Committee actively considers diversity in its recruitment
and nomination of individuals for directorship, and diversity is a
component of the Board’s annual self-evaluation.
The NCG Committee strives for the Board to reflect a range of
talents, ages, skills, backgrounds, and expertise sufficient to
provide sound and prudent guidance and oversight with respect to
Regions’ operations and strategy.
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Commitment to Board Diversity |
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When searching for new candidates, the NCG Committee shall endeavor
to include highly qualified candidates who reflect diverse
backgrounds (including gender, race, and ethnicity) in the pool
from which nominees are chosen. Further, any third-party firm or
consultants used to compile a pool of candidates will be requested
to include such individuals. |
Directors should have experience in positions with a high degree of
responsibility, serve as leaders in the companies or institutions
with which they are affiliated, and be selected based upon
contributions they can make to the Board and the Company. In
addition to the items specified in the Corporate
Governance Principles, the NCG Committee considers the technical
and professional skills nominees have gained through their
professional and leadership roles. Such skills may include, but are
not limited to, those listed in the table following the Board
Skills and Composition Matrix. The NCG Committee selects candidates
who possess the highest personal and professional ethics,
integrity, and values, and candidates must be committed to
representing the long-term interests of Regions’
shareholders.
The NCG Committee considers tenure when making decisions with
respect to Director nominations. Current tenure represented on the
Board is well balanced among newer and more seasoned Directors,
with the average Director nominee tenure being approximately
seven
years
and approximately 70 percent of the nominees serving for ten or
fewer years. Our longer-serving Directors have vital expertise and
institutional knowledge that provide the Board with a better
understanding of our business and ability to oversee management.
The NCG Committee believes that this knowledge and perspective,
especially when counterbalanced with fresh viewpoints of newer
Directors, continues to generate long-term value for all of our
stakeholders.
These factors, along with other considerations such as the results
from the self-evaluation process and independence findings, are
part of the overall total mix of items evaluated by the NCG
Committee and Board when making nomination determinations. For more
information, see the
Board Evaluations
and
Director Independence
subsections of
Corporate Governance.
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PROPOSAL 1-ELECTION OF DIRECTORS |
What skills and characteristics are currently represented on the
Board?
Board Skills and Composition Matrix.
The following matrix sets forth, for each Director nominee, the
skills they bring to the Board; their age and Board tenure; the
number of public company boards on which they serve, each as of
March 6, 2023; their independence; and other qualities and
experiences that contribute to diverse perspectives. Each Director
certified their respective skills, which are further described on
the following page, and diversity characteristics as part of the
2022 year-end Director questionnaires.
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Director |
Skills*
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Age |
Tenure†
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No. of
Public Boards‡
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Independent |
Primary Industry Expertise |
Diverse (Race/Ethn.) |
Diverse (Gend.) |
Diverse (LGBTQ+) |
Non-US Born |
Multi-lingual |
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Crosswhite |
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60 |
<1 |
1 |
ü |
Energy |
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Davis |
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61 |
<1 |
1 |
ü |
Technology |
ü1
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ü4
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ü5
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ü9
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Golodryga |
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67 |
4 |
2 |
ü |
Energy |
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ü4
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ü6
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ü10
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Hill |
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64 |
<1 |
2 |
ü |
Manufacturing |
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Johns |
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71 |
11 |
3 |
ü |
Insurance |
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Johnson |
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63 |
1 |
3 |
ü |
Consumer Products, Manufacturing, and Retail |
ü2
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ü4
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Marshall |
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68 |
11 |
3 |
ü |
Financial Services |
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ü4
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ü |
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McCrary |
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71 |
21 |
1 |
ü |
Energy |
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Prokopanko |
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69 |
6 |
3 |
ü |
Chemicals |
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ü7
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Styslinger |
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62 |
19 |
4 |
ü |
Manufacturing and Transportation |
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ü11
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Suquet |
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66 |
6 |
1 |
ü |
Insurance |
ü3
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ü8
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ü11
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Turner |
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61 |
4 |
1 |
CEO |
Financial Services |
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Vines |
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57 |
4 |
1 |
ü |
Healthcare and Insurance |
ü2
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Average/
Total |
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65 |
7 |
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12
(92%) |
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4
(31%) |
4
(31%) |
1
(8%) |
4
(31%) |
4
(31%) |
* Skills are based on information provided in 2022 year-end
Director questionnaires and represent the number of our Director
nominees with considerable or extensive experience or expertise in
areas that are critical to Regions’ operations, which are discussed
in more detail in the following chart.
†
Tenure calculated in full-year increments.
‡
Includes Regions’ Board.
1
Indian-American;
2
African-American;
3
Cuban-American;
4
Female;
5
India;
6
Former Soviet Union (now Moldova);
7
Canada;
8
Cuba;
9
Hindi;
10
Russian and Ukrainian;
11
Spanish.
In addition to the composition factors listed above, other
characteristics incorporated into the Director questionnaires
included veteran status and whether any nominees self-identified as
non-binary. None of the Directors self-identified as either of
these.
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PROPOSAL 1-ELECTION OF DIRECTORS |
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Audit/Accounting/Finance and Capital Planning |
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The Board is responsible for reviewing Regions’ complex financial
statements and disclosures, financial reporting and internal
controls, and for monitoring internal and external auditors. The
Board is also responsible for reviewing the Company’s long-term
capital plans for safety and soundness. Therefore, it is important
to have Directors who understand auditing, financial reporting,
finance, and capital allocation.
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Banking and Financial Services |
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The banking and financial services industry has unique and inherent
risks, challenges, and opportunities. Further, as a full-service
financial holding company, we offer a wide range of products and
services, some of which may be complex in nature. Experience in the
financial services industry contributes to the Board's practical
understanding in delivering and directing the Company's strategy
and is critical to our success.
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Business Operations and Technology Innovation/Artificial
Intelligence |
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It is important that Regions be able to provide market-leading
client services, transaction processing, and innovation. Our
customers expect efficient, high-quality services, many of which
are becoming more technology driven, and we must be able to
appropriately gather, process, and analyze information to provide
our customers with better banking solutions. Our Board should have
members who are knowledgeable about and have experience in business
operations and technology so that the Board can oversee our efforts
to improve our processes, services, and products.
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Continuous Improvement |
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Regions is focused on making banking easier by being responsive to
customer needs; growing revenue through improvements in generating
prudent, profitable, and sustainable growth; increasing efficiency
in our processes to reduce costs and drive growth; and promoting
innovation. The Board needs Directors with an understanding of how
to foster an environment of continuous improvement to assist the
Company in meeting its long-term strategic goals.
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Corporate Governance |
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The Board is responsible for shaping the Company’s corporate
governance priorities and structure, which must be transparent and
responsive to our shareholders and can have a significant impact on
corporate operations. The Board must have Directors with experience
in understanding the constantly evolving corporate governance
landscape. Having Directors with experience in corporate governance
also better positions the Board to engage with
shareholders.
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Customer Focus
and Community Engagement |
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Regions is committed to helping our customers and our local
communities achieve their financial goals by understanding their
needs and investing our resources to help them accomplish their
goals. Having individuals on our Board with experience in
delivering a positive environment and engaging the community is
important to Regions' success.
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Environmental Sustainability Practices |
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Regions must be cognizant of current and potential environmental
risks and opportunities and how they can impact our long-term
value. We continue to focus on operational sustainability goals,
deepening our environmental and social risk management, and
pursuing opportunities in sustainable finance. Given the growing
importance of environmental sustainability to our shareholders, the
Board should have Directors with experience in these
practices.
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Executive Compensation and Benefits |
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When properly structured, executive compensation and benefits
discourage imprudent risk taking that could harm the Company and/or
customers, while simultaneously acting as a business driver and
ensuring alignment with long-term shareholder interests. The Board
should have Directors who have experience with the various types of
executive compensation and benefits structures that may be employed
to achieve this balance.
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Human Capital Management |
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Having human capital and talent management experience represented
on the Board is important to ensuring smooth transitions, as well
as fostering a productive and safe culture and working environment.
This expertise also covers risks and opportunities associated with
corporate culture and diversity, equity, and inclusion, as well as
associate well-being and engagement, all areas that are drivers of
long-term value.
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Information/Cyber Security |
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As a financial institution, we are trusted with sensitive nonpublic
information, and the safekeeping of our customer, associate, and
Company data is critically important. Financial institutions are
increasingly dependent on information technology and
telecommunications to deliver services to consumers and businesses.
The Board should have Directors with experience in implementing,
establishing, or overseeing information/cyber security systems and
protocols.
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Regulatory Compliance |
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Regions is subject to the oversight of both federal and state
regulators, including the Alabama State Banking Department, the
Federal Reserve, the Federal Deposit Insurance Corporation, the
SEC, the Consumer Financial Protection Bureau, and the Financial
Industry Regulatory Authority. Having Directors with experience in
understanding the regulations promulgated by these authorities and
how to effectively communicate with our regulators is critical to
the Company’s success.
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Risk Management |
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Robust risk management is a critical aspect of operating within the
financial sector and is embedded throughout our strategic plan.
Having Directors with experience in overseeing risk management
strengthens the Board's oversight of the risks we face. The Board,
therefore, must include Directors who are very familiar with risk
management processes.
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Strategic Planning and Strategy Development |
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Directors who understand how to strategically plan for the future
of the Company, in both the short- and long-term, are better able
to oversee and advise management with respect to the formulation
and execution of the Company’s strategy and its connection to
long-term value.
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PROPOSAL 1-ELECTION OF DIRECTORS |
Who are this year’s nominees?
All of the 13 nominees being voted upon at the annual meeting are
standing for re-election.
The following biographies detail the age and principal occupations
during at least the past five years for each nominee; the year the
nominee joined the Board; and the other public company
directorships they have held within at least the last five years.
The Directors also serve as the board members of Regions Bank, an
Alabama state-chartered commercial bank and wholly-owned subsidiary
of Regions.
We are pleased to report that we added Mark Crosswhite, Noopur
Davis, and Tom Hill to our Board last year. From Directors
Crosswhite’s and Hill’s extensive experience as CEOs of large,
regulated companies, to Director Davis’ deep knowledge of
technology and cybersecurity, their additions bring a diverse range
of skills, experience and perspectives that further contribute to
an engaged and well-balanced Board.
Current Director Sam Di Piazza has reached the mandatory retirement
age and therefore is not standing for election.
A shareholder who wishes to recommend a candidate for consideration
by the NCG Committee may do so at any time.
For more information, see the
Questions and Answers about the Annual Meeting and Voting
section.
On July 1, 2004, Regions became the successor by merger to
Union Planters Corporation and the former Regions Financial
Corporation. One of our current Directors was previously a member
of the board of directors of the former Regions Financial
Corporation. On November 4, 2006, AmSouth Bancorporation was
merged with and into Regions. One of our current Directors was
previously a member of the board of directors of
AmSouth.
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The Board believes that each of the 13 nominees is well qualified
to serve as a Director on Regions’ Board. |
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Each nominee’s key experiences, qualifications, attributes, or
skills that led the Board to conclude that they should serve as a
Director are described in the following biographies. |
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Mark A. Crosswhite
Independent
Director Since: 2022
Age: 60
Regions Committees
•Audit
Committee
•NCG
Committee
Top 5 Skills Brought to Our Board
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Key Experience and Qualifications
•Served
as Chairman, President, and CEO of Alabama Power Company, a public
utility company and Southern Company subsidiary headquartered in
Birmingham, Alabama, from 2014 until his retirement in
2022
•Joined
Southern Company in 2004 and served in a variety of roles of
increasing responsibility at Alabama Power Company and affiliated
companies, including Chairman, President and CEO of Gulf Power and
Chief Operating Officer of Southern Company
•Chairman
of the Board of Prosper Birmingham and serves on the President's
Cabinet of the University of Alabama
•Has
previously served as Chairman of the Boards of the Economic
Development Partnership of Alabama, the Business Council of
Alabama, and the Birmingham Business Alliance
•Brings
to the Board extensive experience as a leader of a company in a
highly regulated industry
Education
•Bachelor’s
degree, University of Alabama at Huntsville
•Juris
Doctor degree, University of Alabama School of Law
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Audit/Accounting/Finance and Capital Planning |
Banking and Financial Services |
Business Operations and Technology Innovation/AI |
Continuous Improvement |
Corporate Governance |
Customer Focus and Community Engagement |
Environmental Sustainability Practices |
Executive Compensation and Benefits |
Human Capital Management |
Information/ Cyber Security |
Regulatory Compliance |
Risk Management |
Strategic Planning and Strategy Development |
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PROPOSAL 1-ELECTION OF DIRECTORS |
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Noopur Davis
Independent
Director Since: 2022
Age: 61
Regions Committees
•Risk
Committee
•Technology
Committee
Top 5 Skills Brought to Our Board
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Key Experience and Qualifications
•Currently
serves as Corporate Executive Vice President, Chief Information
Security and Product Privacy Officer of Comcast, a Fortune 30 media
and technology company, leading teams responsible for product
security and privacy, cloud security, information and
infrastructure security, cybersecurity risk, security engineering,
security incident response, the Legal Response Center, and
technical fraud
•Prior
to joining Comcast in 2016, served as Vice President of global
quality for Intel ISecG
•Previously
served as Senior Member of Technical Staff at the Carnegie Mellon
University Software Engineering Institute, principal of the
management consulting firm Davis Systems (also served as Visiting
Scientist at Carnegie Mellon University during this time), and has
held various leadership and technical positions in Fortune 500
companies
•A
member of the Institute of Electrical and Electronics Engineers and
the Association of Computing Machinery
•Throughout
her career, has obtained significant experience in complex
technology and cybersecurity issues and related risks
Education
•Bachelor’s
degree (Electrical Engineering), Auburn University
•Master
of Computer Science degree, University of Alabama in
Huntsville
Honors and Recognition
•In
February 2023, appointed as a member of the President’s National
Security Telecommunications Advisory Committee to advise the
administration on the reliability, security, and preparedness of
vital communications and information infrastructure
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Zhanna Golodryga
Independent
Director Since: 2019
Age: 67
Regions Committees
•Risk
Committee
•Technology
Committee (Chair)
•Executive
Committee
Top 5 Skills Brought to Our Board
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Key Experience and Qualifications
•Currently
serves as Executive Vice President, Emerging Energy and
Sustainability at Phillips 66, a diversified energy manufacturing
and logistics company
•Previously
served as Senior Vice President, Chief Digital and Administrative
Officer at Phillips 66 and was responsible for driving digital
change by developing and executing digital and technology
strategies
•Prior
to joining Phillips 66 in April 2017, served as Chief Information
Officer and Senior Vice President, Services at Hess Corporation,
with responsibility for managing the company’s service
organizations, including global supply chain, global business
transformation program, and global office services, as well as
information management, enterprise architecture, infrastructure,
and cybersecurity across the business, a role she held beginning in
2012
•Also
previously served as Chief Information Officer at BHP Billiton
Petroleum, Vice President of Information Technology at TeleCheck
International, Manager of Information Systems at Baker Hughes, IT
Services Manager at Marathon Oil, and Systems Analyst at
3D/International
•Serves
on the board of the Memorial Hermann Foundation
•Has
over 30 years of experience in the energy industry and the
information technology field
Education
•Master’s
degree (Mechanical Engineering), Kiev Engineering and Construction
Institute
Honors and Recognition
•50
Most Powerful Women in Oil and Gas,
National Diversity Council
Other Public Directorships and Board Leadership/Committee
Assignments
•Novonix
Limited: Audit & Risk Committee
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Audit/Accounting/Finance and Capital Planning |
Banking and Financial Services |
Business Operations and Technology Innovation/AI |
Continuous Improvement |
Corporate Governance |
Customer Focus and Community Engagement |
Environmental Sustainability Practices |
Executive Compensation and Benefits |
Human Capital Management |
Information/ Cyber Security |
Regulatory Compliance |
Risk Management |
Strategic Planning and Strategy Development |
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PROPOSAL 1-ELECTION OF DIRECTORS |
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J. Thomas Hill
Independent
Director Since: 2022
Age: 64
Regions Committees
•CHR
Committee
•Risk
Committee
Top 5 Skills Brought to Our Board
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Key Experience and Qualifications
•Currently
serves as Chairman, President, and CEO of Vulcan Materials Company,
the nation’s largest producer of construction aggregates and a
major producer of aggregates-based construction
materials
•Has
served at Vulcan for over 30 years in a variety of operations and
general management assignments of increasing responsibility prior
to being appointed President and CEO in 2014 and Chairman in
2016
•Has
held leadership positions in a number of industry trade groups,
including the Texas Concrete and Aggregates Association, the
Florida Concrete and Products Association, and the National Stone,
Sand and Gravel Association
•Previously
served on the boards of the Birmingham Business Alliance, the
Economic Development Partnership of Alabama, the U.S. Chamber of
Commerce, and the United Way of Central Alabama
•Brings
to the Board extensive experience as a sitting chief executive and
board chair of a large, publicly traded company
Education
•Bachelor’s
degree, University of Pittsburgh
•Wharton
School of Business, Executive Management Program
Other Public Directorships and Board Leadership/Committee
Assignments
•Vulcan
Materials Company: Chairman of the Board; Executive Committee
(Chair)
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John D. Johns
Independent
Director Since: 2011
Age: 71
Regions Committees
•Risk
Committee (Chair; Risk Management Expert)
•Technology
Committee
•Executive
Committee
Top 5 Skills Brought to Our Board
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Key Experience and Qualifications
•Served
as Chairman of DLI North America Inc., the North American regional
headquarters for Dai-ichi Life Holdings, from 2018 until he retired
in June 2020
•From
July 2017 through November 2019, served as Executive Chairman and
Director at Protective Life Corporation, which in February 2015
became a wholly-owned subsidiary of Dai-ichi Life Insurance
Company, Limited, a holding company with subsidiaries that provide
insurance and other financial services
•From
2003 until July 1, 2017, served as the Chairman and CEO of
Protective
•Prior
to joining Protective in 1993, served as General Counsel at Sonat,
Inc.
•A
founding partner of the Birmingham-based law firm of Maynard,
Cooper & Gale, P.C.
•Gained
considerable experience as a senior executive of a large insurance
corporation; extensive exposure to complex financial issues at
large public companies; leadership in other business, economic
development, civic, educational, and not-for-profit
organizations
Education
•Bachelor’s
degree (Psychology), University of Alabama
•Master
of Business Administration and Juris Doctor degrees, Harvard
University
Honors and Recognition
•2017
Inductee, Alabama Business Hall of Fame
•Alabama
Academy of Honor
Other Public Directorships and Board Leadership/Committee
Assignments
•Genuine
Parts Company: Lead Independent Director; Compensation and Human
Capital Committee; Executive Committee
•Southern
Company: Compensation and Management Succession Committee (Chair);
Finance Committee
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Audit/Accounting/Finance and Capital Planning |
Banking and Financial Services |
Business Operations and Technology Innovation/AI |
Continuous Improvement |
Corporate Governance |
Customer Focus and Community Engagement |
Environmental Sustainability Practices |
Executive Compensation and Benefits |
Human Capital Management |
Information/ Cyber Security |
Regulatory Compliance |
Risk Management |
Strategic Planning and Strategy Development |
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PROPOSAL 1-ELECTION OF DIRECTORS |
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Joia M. Johnson
Independent
Director Since: 2021
Age: 63
Regions Committees
•CHR
Committee
•NCG
Committee
Top 5 Skills Brought to Our Board
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Key Experience and Qualifications
•Retired
in 2021 as the Chief Administrative Officer, General Counsel, and
Corporate Secretary of Hanesbrands Inc., a publicly traded marketer
of innerwear and activewear apparel, positions that she held since
2016
•Joined
Hanesbrands in 2007 as Chief Legal Officer, General Counsel, and
Corporate Secretary
•Served
as Executive Vice President, General Counsel and Corporate
Secretary of RARE Hospitality International, Inc. prior to joining
Hanesbrands
•Throughout
her career, has obtained extensive global leadership experience
over several corporate functions for publicly traded companies
including legal, human resources, corporate social responsibility,
government and trade relations, real estate, corporate security,
and domestic and global mergers and acquisitions
Education
•Bachelor’s
degree, Duke University
•Master
of Business Administration degree, Wharton School of Business at
the University of Pennsylvania
•Juris
Doctor degree, University of Pennsylvania School of
Law
Other Public Directorships and Board Leadership/Committee
Assignments
•Global
Payments Inc.: Compensation Committee; Technology
Committee
•Sylvamo
Corporation: Nominating and Corporate Governance Committee;
Management Development and Compensation Committee
Former Public Directorships Held During Past Five
Years
•Crawford
& Company
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Ruth Ann Marshall
Independent
Director Since: 2011
Age: 68
Regions Committees
•CHR
Committee
•NCG
Committee (Chair)
•Executive
Committee
Top 5 Skills Brought to Our Board
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Key Experience and Qualifications
•From
2004 until retiring in 2006, served as President of The Americas,
MasterCard International, Inc.
•Previously
served as President, MasterCard North America from 1999 to 2004,
where she was responsible for building all aspects of MasterCard’s
issuance and acceptance business in the United States, Canada,
Latin America, and the Caribbean
•Prior
to joining MasterCard in 1999, served as Group Executive President
of two electronic payment service companies, MAC Regional Network
and Buypass Corporation, and upon acquisition of these companies by
Concord EFS, became Senior Executive Vice President of the combined
companies, where she oversaw marketing, account management,
customer service, and product development
•Started
her career at IBM, where, for more than 18 years, she served in
managerial and executive positions
•Has
broad marketing, account management, customer service, and product
development experience, as well as significant domestic and
international experience in growing business
Education
•Bachelor’s
(Finance) and Master of Business Administration degrees, Southern
Methodist University
Honors and Recognition
•2018
Most Influential Corporate Directors,
WomenInc.
•2004
and 2005 “World’s 100 Most Powerful Women,” Forbes.com
Other Public Directorships and Board Leadership/Committee
Assignments
•ConAgra
Brands, Inc.: Executive Committee; Human Resources Committee
(Chair); Nominating and Corporate Governance Committee
•Global
Payments Inc.: Governance and Nominating Committee; Technology
Committee
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Audit/Accounting/Finance and Capital Planning |
Banking and Financial Services |
Business Operations and Technology Innovation/AI |
Continuous Improvement |
Corporate Governance |
Customer Focus and Community Engagement |
Environmental Sustainability Practices |
Executive Compensation and Benefits |
Human Capital Management |
Information/ Cyber Security |
Regulatory Compliance |
Risk Management |
Strategic Planning and Strategy Development |
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PROPOSAL 1-ELECTION OF DIRECTORS |
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Charles D. McCrary
Independent
Director Since: 2001
Age: 71
Regions Committees
•Executive
Committee (Chair)
Top 5 Skills Brought to Our Board
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Independent Chair of the Board
Key Experience and Qualifications
•Served
as the President and CEO of Alabama Power Company, a public utility
company and Southern Company subsidiary headquartered in
Birmingham, Alabama, from 2001 until he retired in February
2014
•Also
served as Chairman of Alabama Power Company until May
2014
•Career
spanning more than 40 years, over which he held various positions
of increased responsibility within both Alabama Power and Southern
Company
•Has
served as the Board’s Independent Chair since the beginning of 2019
and previously served as its Lead Independent Director and as the
NCG Committee Chair
•Serves
as a director of the privately-held Great Southern Wood Holdings,
Inc.
•Brings
an understanding of issues that are unique to companies operating
in highly regulated industries
Education
•Bachelor’s
degree (Engineering), Auburn University
•Juris
Doctor degree, Birmingham School of Law
Honors and Recognition
•2003
Inductee, Alabama Engineering Hall of Fame
•2009
Inductee, Alabama Academy of Honor
•2018
Inductee, Alabama Business Hall of Fame
•2020
NACD Directorship 100
•Auburn
University Lifetime Achievement Award
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James T.
Prokopanko
Independent
Director Since: 2016
Age: 69
Regions Committees
•Audit
Committee
•NCG
Committee
Top 5 Skills Brought to Our Board
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Key Experience and Qualifications
•Served
as President and CEO of The Mosaic Company, one of the world’s
leading producers and marketers of concentrated phosphate and
potash crop nutrients, from 2007 through 2015 and then as Senior
Advisor until his retirement in January 2016
•From
2006 through 2007, served as Executive Vice President and Chief
Operating Officer of The Mosaic Company
•Prior
to joining The Mosaic Company, held various senior leadership
positions at Cargill, Inc. from 1999 through 2006
•Decade-long
career at The Mosaic Company and previous service as lead director
at Vulcan Materials Company have provided him with an in-depth
knowledge of environmental risk management in regulated
industries
Education
•Bachelor’s
degree (Computer Science), University of Manitoba
•Master
of Business Administration degree, Ivey Business School at the
University of Western Ontario
Honors and Recognition
•2015
Corporate Responsibility Lifetime Achievement Award,
Corporate Responsibility Magazine
•2013
Excellence Award, Center of Excellence in Corporate
Philanthropy
•Co-authored
the article “Sustainability as a Compass for Leadership,” which
appeared in the November 2017 edition of
Supply Chain Management Review
Other Public Directorships and Board Leadership/Committee
Assignments
•Vulcan
Materials Company: Compensation Committee; Governance
Committee
•Xcel
Energy Inc.: Governance, Compensation and Nominating Committee
(Chair); Operations, Nuclear, Environmental and Safety
Committee
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Audit/Accounting/Finance and Capital Planning |
Banking and Financial Services |
Business Operations and Technology Innovation/AI |
Continuous Improvement |
Corporate Governance |
Customer Focus and Community Engagement |
Environmental Sustainability Practices |
Executive Compensation and Benefits |
Human Capital Management |
Information/ Cyber Security |
Regulatory Compliance |
Risk Management |
Strategic Planning and Strategy Development |
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PROPOSAL 1-ELECTION OF DIRECTORS |
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Lee J. Styslinger III
Independent
Director Since: 2003
Age: 62
Regions Committees
•NCG
Committee
•Risk
Committee
Top 5 Skills Brought to Our Board
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Key
Experience and Qualifications
•Currently
serves as Co-Chairman of the privately-held Altec Inc., a global
leader that designs and manufactures products and services for the
electric utility, telecommunications, and contractor markets in
over 100 countries throughout the world
•After
joining Altec Inc. in 1983, was named CEO in 1997 and Chairman in
2011; served as Chairman and CEO until October 2021
•Actively
serves on the boards of many educational, civic, and leadership
organizations
•Brings
a wealth of management and business experience derived from running
a large company in today’s global market
Education
•Master
of Business Administration degree, Harvard University
Honors and Recognition
•Appointed
to the President’s Export Council, advising the President of the
United States on international trade policy, from
2006-2008
•Served
on the President’s Manufacturing Council in 2017
•Appointed
to the President’s Advisory Committee for Trade Policy and
Negotiations established by the U.S. Trade
Representative
•Appointed
to the "Great American Economic Revival" advisory counsel by the
President in 2020
Other Public Directorships and Board Leadership/Committee
Assignments
•Vulcan
Materials Company: Compensation Committee; Executive Committee;
Safety, Health & Environmental Affairs Committee
(Chair)
•Workday,
Inc.: Audit Committee
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 José S. Suquet
Independent
Director Since: 2017
Age: 66
Regions Committees
•Audit
Committee (Chair; Audit Committee Financial Expert)
•Executive
Committee
•Technology
Committee
Top 5 Skills Brought to Our Board
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Key Experience and Qualifications
•Currently
serves as the Chairman and CEO of the privately-held Pan-American
Life Insurance Group (“PALIG”), a leading provider of insurance and
financial services throughout the Americas and whose flagship
member is New Orleans-based Pan-American Life Insurance
Company
•Prior
to joining PALIG in November 2004, held senior management posts in
the insurance industry for more than three decades, including
serving as Senior Executive Vice President and Chief Distribution
Officer of AXA Financial
•In
December 2016, completed his term as a member of the board of
directors of the Federal Reserve Bank of Atlanta, for which he
served as Chairman of the Retail Payments Office Oversight
Committee
•Previously
served on the board for the Federal Reserve Bank of Atlanta, New
Orleans Branch
•Director
at the privately-held Ochsner Health System, Louisiana’s largest
nonprofit, academic healthcare system, where he serves on the
Compensation Committee and the Audit and Oversight
Committee
•Completed
his second and final term on the board of directors of The American
Council of Life Insurers in 2019
•His
dedication to the United States’ Hispanic community, as well as to
the pursuit of product innovation and sales force expansion, have
positioned PALIG as the company that Hispanics throughout the
Americas rely on to protect their financial security and
well-being
•Involved
in various professional and industry associations
•Brings
a strong background in enterprise risk management and a commitment
to innovation and operational excellence
Education
•Bachelor’s
degree, Fordham University
•Master
of Business Administration degree, University of Miami
Honors and Recognition
•Included
in the Latinos on Boards feature of
Latino Leaders
magazine for 2018 through 2020
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Audit/Accounting/Finance and Capital Planning |
Banking and Financial Services |
Business Operations and Technology Innovation/AI |
Continuous Improvement |
Corporate Governance |
Customer Focus and Community Engagement |
Environmental Sustainability Practices |
Executive Compensation and Benefits |
Human Capital Management |
Information/ Cyber Security |
Regulatory Compliance |
Risk Management |
Strategic Planning and Strategy Development |
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PROPOSAL 1-ELECTION OF DIRECTORS |
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John
M. Turner, Jr.
Management
Director Since: 2018
Age: 61
Regions Committees
•Executive
Committee
Top 5 Skills Brought to Our Board
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President and Chief Executive Officer
Key Experience and Qualifications
•Currently
serves as the President and CEO and a Director of Regions Financial
Corporation and Regions Bank, a wholly-owned subsidiary of the
Company, and leads the Company’s Management Policymaking Committee
and Executive Leadership Team
•Named
President in December 2017 and then CEO in July 2018
•Before
being named President, served as Head of the Corporate Bank, a role
he took on in 2014
•Joined
Regions in 2011 as President of the South Region, leading banking
operations in Alabama, Mississippi, South Louisiana and the Florida
Panhandle
•Before
joining Regions, he was named president of Whitney National Bank
and Whitney Holding Corporation in 2008 and was elected to the
bank’s and holding company’s boards of directors
•Before
that, was responsible for all geographic line banking functions
across Whitney and served as its Eastern Region
President
•Joined
Whitney in 1994 as its Alabama Regional President after nine years
at AmSouth Bank, where he held senior consumer, commercial and
business positions
•Serves
on the Business Council of Alabama, Birmingham Business Alliance,
Economic Development Partnership of Alabama, A Plus Education
Foundation, United Way of Central Alabama, and Infirmary Health
System boards. Mr. Turner is a former chairman of the Mobile Area
Chamber of Commerce, the Mobile Area Education Foundation and the
United Way of Southwest Alabama and is a former board member of
Leadership Mobile
Education
•Bachelor’s
degree (Economics), University of Georgia
Honors and Recognition
•Graduate,
Leadership Alabama
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Timothy Vines
Independent
Director Since: 2018
Age: 57
Regions Committees
•Audit
Committee (Audit Committee Financial Expert)
•CHR
Committee
Top 5 Skills Brought to Our Board
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Key Experience and Qualifications
•Currently
serves as the President and CEO of Blue Cross and Blue Shield of
Alabama (“BCBSAL”), a not-for-profit, independent licensee of the
Blue Cross and Blue Shield Association, for which he serves as
Chairman, and the largest provider of healthcare benefits in
Alabama
•Served
as BCBSAL’s President and Chief Operating Officer from November
2017 through March 2018 before being named its President and CEO in
April 2018
•Held
BCBSAL’s Executive Vice President position from March through
November of 2017
•Served
as BCBSAL’s Chief Administrative Officer from August 2012 through
March 2017
•Serves
as Vice Chair of the Board, Chair of the Finance Committee, and
member of the Governance Committee of Prime Therapeutics LLC, a
pharmacy benefit management company owned jointly by several Blue
Cross and Blue Shield plans, including BCBSAL
•Worked
in banking for over five years after graduating
college
•Remains
very active in the community through his involvement with multiple
nonprofit and charitable organizations, including service on the
boards of the Birmingham Business Alliance, Leadership Birmingham,
Economic Development Partnership of Alabama, Prosper, Business
Council of Alabama, and Mercy Deliverance Ministries
•Serves
as immediate past chair of the board of trustees at Samford
University in Birmingham, Alabama
•Possesses
an extensive understanding of operating a large company within a
highly regulated industry
Education
•Bachelor’s
degree (Finance), Auburn University
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Audit/Accounting/Finance and Capital Planning |
Banking and Financial Services |
Business Operations and Technology Innovation/AI |
Continuous Improvement |
Corporate Governance |
Customer Focus and Community Engagement |
Environmental Sustainability Practices |
Executive Compensation and Benefits |
Human Capital Management |
Information/ Cyber Security |
Regulatory Compliance |
Risk Management |
Strategic Planning and Strategy Development |
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PROPOSAL 1-ELECTION OF DIRECTORS |
How are Directors compensated?
Our
Director Compensation Program for independent Directors is designed
to:
•Pay
Directors fairly
for the work required at a company of Regions’ size and
scope;
•Align
Directors’ interests
with the long-term interests of our shareholders; and
•Be
simple, transparent, and easy
for shareholders
to understand.
The CHR Committee, in conjunction with its independent compensation
consultant, periodically reviews the compensation of the
non-management Directors and recommends any changes to the Board.
After completing its review in April 2022, the CHR Committee
recommended, and the Board approved, certain changes to the
Director Compensation Program to ensure it remained competitive and
fair. The changes included increasing the annual fee paid to the
Risk Committee Chair from $35,000 to $40,000, increasing the annual
fee paid to the Audit Committee Members from $10,000 to $15,000,
implementing an annual fee paid to the Committee Members for all
standing committees, except Audit, of $10,000, and implementing an
annual fee paid to the newly created Technology Committee Chair of
$25,000 to align with the CHR and NCG Committee Chairs. The
following table describes all of the components of the 2022
Director Compensation Program:
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Compensation Element
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Compensation Amount |
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Annual Cash Retainer
(1)
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$100,000 |
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Annual Equity Retainer
(1)
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$130,000 in restricted stock units granted three business days
following the annual shareholder meeting and that vest at the next
annual shareholder meeting |
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Additional Annual Fee for Independent Non-Executive Chair of the
Board
(1)
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$150,000, paid as follows:
$50,000 cash;
$100,000 equity in the form of restricted stock units granted three
business days following the annual shareholder meeting and that
vest at the next annual shareholder meeting
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Additional Annual Fee for Committee Chairs |
$40,000 — Audit Committee
$25,000 — CHR Committee
$25,000 — NCG Committee
$40,000 — Risk Committee
$25,000 — Technology Committee
(2)
$10,000 — Special Committees, as applicable
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Additional Annual Fee for Audit Committee members (exclusive of the
Audit Committee Chair) |
$15,000 |
Additional Annual Fee for Committee
Members of CHR, NCG, Risk, and Technology (exclusive of the
Committee Chair); including Special Committees, as
applicable |
$10,000 |
(1) Annual Cash and Equity Retainers may be
deferred at the Director’s option in accordance with the Regions
Financial Corporation Directors’ Deferred Investment Plan and the
Regions Financial Corporation Directors’ Deferred Restricted Stock
Unit Plan, respectively.
(2) The Additional Annual Retainer for the
Chair of the Technology Committee was effective February 8, 2022,
the date the Technology Committee was formed.
How the Regions Financial Corporation Directors’ Deferred
Investment Plan works.
Under the plan, non-management Directors may voluntarily elect to
defer some or all of their cash compensation. The cash compensation
is deferred until the time of payment elected by the Director or
earlier in the event of certain other distribution events described
in the plan. Most Directors have elected to defer receipt of all or
a portion of their cash compensation.
Prior to 2021, deferred amounts were held in a bookkeeping account
that was credited with notional shares of Regions common stock, and
any dividends paid on common stock were credited to the account as
additional notional shares of common stock. Then at the end of the
deferral period, the Director’s account was settled in shares of
common stock, plus cash for any fractional share. Beginning in
2021, a Director may elect to have deferred amounts notionally
invested in investments similar to those available to participants
in the Regions Financial Corporation Excess 401(k) Plan (“Excess
401(k) Plan”), in addition to Regions common stock. Any earnings
and losses attributable to the underlying notional investments will
be credited to the Director’s account. Then at the end of the
deferral period, the Director’s account will be settled in
cash.
How Restricted Stock Units work.
The Annual Equity Retainer is paid in RSUs. Directors have the
option to defer
receipt of their RSUs in the Directors’ Deferred Restricted Stock
Unit Plan. If a Director makes a timely election under the plan,
his or her RSUs will be notionally credited to an account in the
Director’s name. Dividend equivalents, if any, also are notionally
credited to the Director’s account as of the date any cash
dividends are paid with respect to the common stock underlying the
RSUs. The deferred RSUs then will be paid in shares of Regions
common stock on a date designated by the Director, which may be the
date he or she terminates service as a Director or an anniversary
of the date on which the RSUs were granted (but no later than the
tenth anniversary of the grant date). Payment of the deferred RSUs
are accelerated in the event of a Director’s death or a change in
control of the Company.
How the Regions Matching Gifts Program works for Directors.
Directors, as well as members of the Company’s Executive Leadership
Team, are eligible to participate in our Matching Gifts Program.
Under this program, Regions will match, dollar for dollar, gifts of
$50 or more, up to a total of $5,000 per year, to eligible
tax-exempt organizations that must have a primary mission that
clearly fits one of these six categories: education and workforce
readiness; economic and community development; financial wellness;
arts and culture; service members/veterans organizations; and
individuals with disabilities.
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PROPOSAL 1-ELECTION OF DIRECTORS |
Compensation paid in 2022 to Independent Directors.
The following table contains information about the compensation
paid to the independent Directors who served during
2022:
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Name
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Fees Earned or
Paid in Cash
($)
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Stock
Awards
($)
(3)
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All Other
Compensation
($)
(4)
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Total
($)
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Carolyn H. Byrd
(1)
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55,000 |
— |
— |
55,000 |
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Mark A. Crosswhite
(1)
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62,500 |
108,338 |
5,000 |
175,838 |
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Noopur Davis
(1)
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60,000 |
108,338 |
— |
168,338 |
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Don DeFosset
(1)
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50,000 |
— |
5,000 |
55,000 |
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Samuel A. Di Piazza, Jr. |
138,750 |
130,010 |
5,000 |
273,760 |
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Zhanna Golodryga |
135,000 |
130,010 |
— |
265,010 |
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J. Thomas Hill
(1)
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60,000 |
108,338 |
— |
168,338 |
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John D. Johns |
146,250 |
130,010 |
5,000 |
281,260 |
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Joia M. Johnson |
115,000 |
130,010 |
— |
245,010 |
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Charles D. McCrary
(2)
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150,000 |
787,171 |
— |
937,171 |
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Ruth Ann Marshall |
132,500 |
130,010 |
5,000 |
267,510 |
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James T. Prokopanko |
121,250 |
130,010 |
— |
251,260 |
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Lee J. Styslinger III |
115,000 |
130,010 |
— |
245,010 |
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José S. Suquet |
147,500 |
130,010 |
5,000 |
282,510 |
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Timothy Vines |
121,250 |
130,010 |
— |
251,260 |
(1) Cash and equity compensation was
pro-rated to reflect partial year of service. Ms. Byrd and Mr.
DeFosset retired from the Board in April 2022. Mr. Crosswhite, Ms.
Davis, and Mr. Hill joined the Board effective July 1,
2022.
(2) Due to administrative oversight, Mr.
McCrary, our Independent Chair of the Board, was not paid the RSU
portion of the Additional Annual Fee for Independent Non-Executive
Chair of the Board in 2019, 2020, and 2021. In addition to the 2022
RSU award made on April 25, 2022, on February 8, 2022, Mr. McCrary
received an RSU award to satisfy the amounts due. The grant
includes: (a) 7,151 RSUs (which includes 773 RSUs in respect of
accrued notional dividends) for service in 2019 (the "2019 Grant"),
(b) 10,210 RSUs (which includes 668 RSUs in respect of accrued
notional dividends) for service in 2020 (the "2020 Grant"), and (c)
4,846 RSUs (which includes 109 RSUs in respect of accrued notional
dividends) for service in 2021 (the "2021 Grant"). The grant date
fair value of the RSUs awarded on February 8, 2022, was $25.09 per
share. In the case of the 2019 Grant and the 2020 Grant, the RSUs
were deemed fully vested at grant. In the case of the 2021 Grant,
the RSUs vested at the 2022 Annual Meeting of
Shareholders.
(3) The amounts presented in this column
represent, computed in accordance with FASB ASC Topic 718, the
grant date fair value of the 2022 RSU award made to all independent
Directors in service on April 25, 2022, and in the case of
Directors Crosswhite, Davis, and Hill, in service on July 1, 2022.
The grant date fair value of the RSUs awarded on April 25,
2022, was $21.60 per share. All RSUs awarded April 25, 2022, are
scheduled to vest in one lump sum on the date of the 2023 Annual
Meeting. Mr. Crosswhite, Ms. Davis, and Mr. Hill each received an
RSU award when appointed to Regions’ Board on July 1, 2022. The
grant date fair value of the RSUs awarded on July 1, 2022, was
$19.03 per share. The RSUs awarded July 1, 2022, are scheduled to
vest in one lump sum on the date of the 2023 Annual
Meeting.
(4) The amounts presented in this column
reflect matching charitable gifts made through the Regions Matching
Gifts Program.
The table below sets forth those independent Directors who served
during 2022 and who had RSUs outstanding as of December 31,
2022, and the number outstanding as of that date. None of the
independent Directors had stock options outstanding as of December
31, 2022.
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Name
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Outstanding
Restricted Stock Units
(#)
(1)
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Carolyn H. Byrd |
27,860 |
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Mark A. Crosswhite |
5,748 |
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Noopur Davis |
5,748 |
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Don DeFosset |
— |
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Samuel A. Di Piazza, Jr. |
33,992 |
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Zhanna Golodryga |
6,132 |
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J. Thomas Hill |
5,748 |
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John D. Johns |
33,992 |
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Joia M. Johnson |
6,132 |
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Charles D. McCrary |
61,511 |
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Ruth Ann Marshall |
33,992 |
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James T. Prokopanko |
33,992 |
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Lee J. Styslinger III |
33,992 |
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José S. Suquet |
33,992 |
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Timothy Vines |
33,992 |
(1) The amounts presented in this column
represent outstanding RSUs and dividend equivalents, if any, that
have been notionally credited to the Director’s account as of the
date any cash dividends were paid with respect to the common stock
underlying the RSUs.
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PROPOSAL 2—RATIFICATION OF
APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM |
The Board is asking shareholders to ratify the appointment of EY as
our independent registered public accounting firm for the fiscal
year ending December 31, 2023. The Audit Committee is directly
responsible for the appointment, compensation, retention, and
oversight of the independent registered public accounting firm
(that is, the independent auditor) retained by Regions to audit the
Company’s financial statements and internal controls over financial
reporting. Although the Audit Committee has the sole authority to
appoint the independent auditor, as a matter of good corporate
governance, the Board is submitting the Audit Committee’s selection
of the independent auditor to our shareholders for
ratification.
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The Board unanimously recommends you vote
“FOR”
the ratification of the appointment of EY.
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Why does the Board recommend a vote “FOR” this proposal?
Based on the evaluation and considerations set forth in this
proposal, the Audit Committee and the Board believe that the
continued engagement of EY to serve as Regions’ independent auditor
is in the best interests of Regions and its
shareholders.
The Audit Committee annually evaluates the performance of the
Company’s independent auditor and determines whether to reengage
the current independent auditor or consider other audit firms.
Factors considered by the Audit Committee in its 2022 annual
evaluation included:
•EY’s
qualifications; the quality and efficiency of services provided,
including industry-specific knowledge and technical expertise; and
recent results of EY’s commitment to audit quality.
•EY’s
independence, objectivity, and ability to communicate with the
Audit Committee and key management stakeholders in a transparent,
timely, and effective manner. See independence controls discussed
in the subsection
How is Regions assured that EY remains independent?
•Appropriateness
of audit fees for audit and non-audit services, both on an absolute
basis and as compared to peers.
•Recent
results of inspection reports on the firm and EY’s Peer Review
Report on the firm’s System of Quality Control.
•Known
legal risks and any significant legal or regulatory
proceedings.
•Assessment
of past performance of both the lead audit partner and the audit
engagement team.
•Tenure
of the firm engaged, the benefits and drawbacks of longer tenure,
the required rotation of the lead partner and engagement partner,
and the impact of changing auditors.
Some of the strengths highlighted in the most recent evaluation
include: (i) significant lead audit partner involvement; (ii) audit
partners’ deep knowledge of Regions’ business processes, resulting
in effective leverage of Regions’ control processes and
documentation; and (iii) consistently bringing subject matter
experts to bear, as necessary.
EY (or its predecessors) has served as Regions’ independent auditor
since 1971. Serving as Regions’ independent auditor for an extended
period has allowed EY to obtain extensive institutional knowledge
and understanding of the Company’s accounting policies and
practices and internal control over financial reporting. A
representative of the firm will be present at the annual meeting to
make a statement if they so desire and to respond to appropriate
questions from shareholders.
What is the effect of this proposal?
Although ratification is not required by applicable laws, our
By-Laws, or otherwise, the Board is submitting the selection of EY
to shareholders for ratification because the Company values
shareholders’ views on our independent registered public accounting
firm. The Audit Committee intends to carefully consider the results
of the vote. If shareholders do not ratify the appointment of EY,
the committee will reconsider EY’s selection. Even if the selection
is ratified, the Audit Committee, in its discretion, may select a
different independent registered public accounting firm at any time
during the year if the Committee determines that such a change
would be in the best interests of the Company and its
shareholders.
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PROPOSAL 2-RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM |
What fees were paid to EY?
The
aggregate fees billed to Regions by EY for services provided in
each of 2022 and 2021 are set forth in the following
table:
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2022 |
2021 |
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Audit fees(1)
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$ |
7,472,000 |
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$ |
7,428,122 |
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Audit-related fees(2)
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460,905 |
451,960 |
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Tax fees(3)
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68,431 |
67,085 |
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All other fees(4)
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60,000 |
454,606 |
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Total fees |
$ |
8,061,336 |
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$ |
8,401,773 |
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(1) “Audit
fees” include fees associated with the annual audit of Regions’
consolidated financial statements included in the Annual Report on
Form 10-K and internal control over financial reporting, review of
Regions’ quarterly reports on Form 10-Q, SEC regulatory filings,
and statutory audits.
(2) “Audit-related
fees” include fees associated with audits of employee benefit plans
and service organization reports.
(3) “Tax
fees” include fees associated with tax compliance services,
including the preparation, review, and filing of certain tax
returns, as well as tax advisory services.
(4) “All
other fees” includes fees associated with advisory
services.
The Audit Committee is responsible for the audit fee negotiations
associated with the Company’s retention of EY. In accordance with
the Audit Committee Charter, the Audit Committee must pre-approve
any engagement of EY for audit services and, subject to certain de
minimis exceptions described in Section 10A(i)(1)(B) of the
Exchange Act, for non-audit services on a case-by-case basis. The
Audit Committee has delegated to its Chair the authority to
pre-approve audit
and permissible non-audit services. Any such pre-approval of audit
or permissible non-audit services pursuant to this delegation of
the full Audit Committee’s authority must be presented to the Audit
Committee at its next regular meeting for ratification. In 2022,
all audit and permissible non-audit services provided by EY were
pre-approved or ratified by the Audit Committee.
How is Regions assured that EY remains independent?
The Audit Committee recognizes the importance of maintaining the
independence of Regions’ external auditor, both in fact and in
appearance. Consistent with SEC and Public Company Accounting
Oversight Board (“PCAOB”) requirements regarding auditor
independence, the Audit Committee has responsibility for
appointing, setting the compensation for, and overseeing the work
of EY.
Audit Committee Oversight.
The Audit Committee’s oversight of the independent auditor includes
regular meetings with EY, with and without management present. The
Audit Committee reviews and tracks progress and performance against
EY’s annual commitment letter and oversees the annual evaluation of
the independent auditor to determine whether reappointment is
appropriate. In addition, the Audit Committee and its Chair are
directly involved in the rigorous process of selecting new lead
audit partners.
Limits on Non-Audit Services.
The Audit Committee must pre-approve all non-audit services.
Permissible services are determined in accordance with SEC and
PCAOB rules.
EY’s Internal Independence Process.
EY conducts periodic internal reviews of its audit and other work,
assesses the adequacy of partners and other personnel working on
the
Company’s account, and rotates the lead assurance engagement
partner at least every five years to provide a fresh perspective
and to comply with regulatory requirements. The next lead audit
partner rotation will occur during 2023, followed by another
rotation scheduled for 2028.
Strong Regulatory Framework.
EY, as an independent registered public accounting firm, is subject
to PCAOB inspections and oversight, a Peer Review Report on the
Firm’s System of Quality Control, and SEC oversight.
Hiring Restrictions.
To avoid potential conflicts of interest and comply with SEC rules,
the Audit Committee has adopted restrictions on our hiring of any
current or former employee of EY if such hiring would jeopardize
EY’s independence.
The Audit Committee has engaged EY to provide audit, tax, and other
non-audit services. The Audit Committee carefully considered and
determined that Regions’ engagement of EY for tax and other
non-audit services does not impair EY’s independence. EY has
advised the Audit Committee that it is an independent accounting
firm with respect to the Company in accordance with the
requirements of the SEC and the PCAOB.
Roles and Responsibilities.
Regions, acting through its management and Board, has the primary
responsibility for the financial statements and the reporting
process, including the systems of internal accounting controls.
Ernst & Young LLP, independent auditors engaged by
Regions, are responsible for planning and conducting the annual
audit, for expressing an opinion on the conformity of Regions’
audited financial statements with GAAP and for annually auditing
the effectiveness of Regions’ internal controls over financial
reporting.
The Audit Committee, comprised of independent Directors, oversees
Regions’ financial reporting process on behalf of the Board. More
specifically, the Audit Committee is appointed by the Board to
assist and advise the Board in monitoring:
(a) the integrity of the Company’s financial
statements and the financial reporting process, including matters
relating to internal accounting and financial
controls;
(b) the independent auditor’s qualifications
and independence;
(c) the performance of the Company’s
internal audit function and independent auditor; and
(d) the Company’s compliance with legal and
regulatory requirements.
The Audit Committee itself does not prepare financial statements or
perform audits. Additionally, the members of the Audit Committee
are not the auditors or certifiers of Regions’ financial
statements. The functions of the committee are described in greater
detail in the Audit Committee Charter, adopted by the Board, which
may be found on the Company's website at
ir.regions.com/governance.
Oversight.
In fulfilling its oversight responsibilities, the Audit
Committee:
•Reviewed
and discussed with management and EY the Company’s earnings
releases and Quarterly Reports on Form 10-Q and Annual Report on
Form 10-K, including the audited financial statements, prior to
filing with the SEC. Focus areas include: critical accounting
policies and estimates; areas of audit emphasis; any changes to the
initial audit plan; new accounting standards; significant unusual
transactions; acquisitions; and results of quarterly review
procedures.
•Reviewed
and discussed with EY their judgments as to the quality, not just
the acceptability, of Regions’ accounting principles and such other
matters as are required to be discussed by the Audit Committee
under auditing standards generally accepted in the United States,
including the matters required to be discussed by the PCAOB and the
SEC.
•Reviewed
and discussed with EY the Critical Accounting Matters
(CAMs).
•Discussed
with EY the Company’s internal control assessment process,
management’s assessment with respect thereto and the independent
auditors’ evaluation of the Company’s system of internal control
over financial reporting.
•Received
and reviewed the written disclosures and the letter from EY
required by applicable requirements of the PCAOB regarding EY’s
communications with the Audit Committee concerning independence,
and has discussed with EY their independence in relation to
Regions.
•Received
regular updates from the Chief Risk Officer on the Company’s
enterprise risk profile, which included cybersecurity risks and the
Company's analysis of other significant risk exposures and the
steps management has taken to monitor and control such
exposures.
•Discussed
with Regions’ internal auditors and EY the overall scope and plans
for their respective audits. The Audit Committee regularly meets
with Regions’ internal auditors and EY, with and without management
present, to discuss the results of their examinations, their
evaluations of Regions’ internal accounting and financial reporting
controls, and the overall quality of Regions’ financial
reporting.
•Received
regular updates from management for significant Company
initiatives.
•Participated,
with representatives of management and of the independent auditors,
in educational sessions about topics requested by the Audit
Committee.
Recommendation for Including the Financial Statements in the Annual
Report.
In reliance on the reviews and discussions referred to above, and
subject to the limitations on the roles and responsibilities of the
Audit Committee referred to above and in the Audit Committee
Charter, the Audit Committee recommended that the Board approve
including the audited financial statements in the Annual Report on
Form 10-K for the year ended December 31, 2022, for filing
with the SEC.
Submitted by the Audit Committee:
José S. Suquet (Chair)
Mark A. Crosswhite
Samuel A. Di Piazza, Jr.
James T. Prokopanko
Timothy Vines
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PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION
(“SAY-ON-PAY”) |
The Board is providing shareholders with the opportunity to cast an
advisory vote on the Company’s executive compensation paid to NEOs
described in the
CD&A,
the compensation tables, and related disclosures, as required by
the Dodd-Frank Wall Street Reform and Consumer Protection Act
(“Dodd-Frank Act”) and Section 14A of the Exchange Act. This
type of proposal is known as a “Say-on-Pay” proposal.
The shareholders, at the Company’s 2018 Annual Meeting,
overwhelmingly voted in favor of an annual advisory vote, and the
Board affirmed the recommendation and has currently elected to hold
Say-on-Pay advisory votes on an annual basis. SEC rules require us
to hold a “frequency” vote at least once every six years to allow
our shareholders to decide how often they would like to be
presented with the advisory vote; therefore, the next Say-on-Pay
“frequency” vote will occur at our 2024 Annual
Meeting.
This Say-on-Pay proposal gives you, as a shareholder, the
opportunity to vote “For” or “Against” the following
resolution:
“RESOLVED, that the shareholders of Regions Financial Corporation
(the ‘Company’) approve the compensation of the Company’s named
executive officers, as disclosed pursuant to the compensation
disclosure rules of the Securities and Exchange Commission,
including the Compensation Discussion and Analysis, the
compensation tables, and the narrative discussion presented in the
Company’s 2023 Proxy Statement.”
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The Board unanimously recommends you vote
“FOR”
the compensation of our NEOs as set forth in this proxy
statement.
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Why does the Board recommend a vote “FOR” this proposal?
Our overall executive compensation policies and procedures are
described in the
CD&A
and the tabular disclosure regarding NEO compensation (together
with the accompanying narrative disclosure). Our compensation
policies and procedures are centered on a “pay-for-performance”
culture. We emphasize compensation opportunities that reward
results. Our stock ownership requirements and use of stock-based
incentives foster the creation of long-term value. In doing so, our
executive compensation program supports our strategic objectives
and mission and is strongly aligned with the short- and long-term
interests of our shareholders, as described in the
CD&A.
The CHR Committee, which is composed entirely of independent
Directors, in consultation with Frederic W. Cook & Co., Inc.,
its independent compensation consultant, oversees the Company’s
executive compensation program and continuously monitors the
Company’s policies to ensure they emphasize programs that reward
executives for results that are consistent with shareholder
interests and with the safety and soundness of the
Company.
The Board and the CHR Committee believe that Regions’ commitment to
these reasonable and responsible compensation practices warrants a
vote by shareholders “FOR” the resolution approving the
compensation of our NEOs as disclosed in this proxy statement.
Prior to submitting your vote, we encourage you to carefully review
the
CD&A
and the
Compensation of Executive Officers
sections for a detailed discussion of the Company’s executive
compensation program, including information about the 2022
compensation of our NEOs.
What is the effect of this proposal?
Because your vote is advisory, it will not be binding upon the
Company, the CHR Committee, or the Board and will not be construed
as overruling any decision by the Board or the CHR Committee. The
Board and the CHR Committee, however, value our shareholders’ views
on executive compensation matters and will take the outcome of the
vote into account when considering future executive compensation
arrangements for the NEOs.
Overview
Regions’ Board and executive management work together to comply
with laws and regulations, as well as to provide guidance for sound
decision-making and accountability. Maintaining legal and
regulatory compliance is, however, a minimum standard, and we
endeavor to exceed this by keeping pace with the constantly
evolving governance landscape. We maintain an environment of
openness and strive to protect our culture by promoting Regions’
values. We do this because it is the right thing to do, and we
believe that our customers, shareholders, associates, and
communities expect it if they are to continue giving us their trust
and confidence.
Keeping our core value “Do What is Right” in mind, we believe that
Regions has implemented a strong corporate governance program that
incorporates many leading practices. For a list of some of our
corporate governance practices, see the
Board, ESG, and Compensation Facts
chart in the
Proxy Summary.
Corporate governance framework.
Through its NCG Committee, the Board evaluates our corporate
governance policies and practices, which form our corporate
governance framework, against evolving best practices.
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The following documents are available at
ir.regions.com/governance:
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Corporate Documents
•Corporate
Governance Principles
•By-Laws
•Code
of Business Conduct and Ethics
•Code
of Ethics for Senior Financial Officers
•Fair
Disclosure Policy
Board Committee Charters
•Audit
Committee Charter
•CHR
Committee Charter
•NCG
Committee Charter
•Risk
Committee Charter
•Technology
Committee Charter
•Executive
Committee Charter
ESG Documents
•Annual
Review & ESG Report
•TCFD
Report
•Workforce
Demographics (EEO-1) Index
•Environmental
Sustainability Statement
•Greenhouse
Gas Inventory Assurance and Verification Statement
•Human
Rights Statement
•Supplier
Code of Conduct
•SASB
Index
•CDP
Climate Change Questionnaire Response
•Community
Engagement Report
•GRI
Index
•Government
Affairs Reports
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Also available on our website are this proxy statement; the 2022
Annual Report on Form 10-K; the CEO’s Letter; information regarding
our executive officers, Directors, and Board committee composition;
and instructions on how to contact the Board.
Regions’ shareholders may also obtain printed copies of these
documents by writing to:
Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attention: Investor Relations
Corporate Governance Principles.
Regions’ Corporate Governance Principles are the foundation of our
commitment to best practices. The Board adopted the principles to
further its long-standing goal of providing effective governance of
Regions’ business and affairs for the long-term benefit of
shareholders. The principles are reviewed at least annually and
revised from time to time to ensure they remain effective within
the constantly changing corporate governance
landscape.
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Commitment to Leadership Diversity
with a Version of the Rooney Rule
in our Corporate Governance Principles |
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When searching for new Director candidates, the NCG Committee shall
endeavor to include highly qualified candidates who reflect diverse
backgrounds (including gender, race, and ethnicity) in the pool
from which nominees are chosen. Similarly, third-party firms used
to compile a pool of candidates will be requested to include such
individuals. |
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When searching for candidates for a Section 16 Officer position,
including a CEO successor, Regions shall endeavor to include
similarly diverse candidates in the pool from which the candidate
is chosen. |
Our Corporate Governance Principles address important governance
matters, including, but not limited to:
•Structure
of the Board and its leadership
•Director
qualification standards
•Nomination
and selection of new Directors
•Director
responsibilities and expectations
•Board
operations, including scheduling meetings and selecting agenda
items for meetings
•Director
access to management, associates, and independent
advisors
•Director
orientation and continuing education
•Management
succession planning and CEO evaluation
•Annual
performance evaluation of the Board, committees, and individual
Directors
•Interaction
with investment managers and the press and shareholder
engagement
Shareholder Engagement
We take a long-term approach to value creation, and we take a
similar approach to shareholder engagement. For that reason,
Regions is committed to constructive and meaningful communications
with our shareholders and building
ongoing
relationships
over time.
We do not view engagement with our shareholders as a
“check-the-box” phone call or occurring only during proxy season.
Instead, we consider proper shareholder engagement to be a
continuous relationship throughout the year. Engaging with our
shareholders and soliciting their points of view while operating
under “business-as-usual” circumstances is critical to providing
long-term value to all of the Company’s stakeholders.
For our outreach this year, we contacted many of our institutional
shareholders to solicit their feedback on our practices and
disclosures with respect to ESG, corporate governance, and
compensation. This invitation to engage resulted in discussions
with shareholders representing approximately 24% of our outstanding
share ownership. We summarized the feedback and views expressed
during these engagement sessions for discussion with both senior
management and the Board.
Our corporate governance shareholder engagement program is
supplemented by engagements with shareholders throughout the year,
with our executive management team and Investor Relations
representing the Company. These separate engagements can occur
during investor roadshows, shareholder conferences, one-on-one
meetings, and earnings calls. Strategy and financial results are
some of the topics typically covered.
As always, we value the views of our shareholders and believe these
dialogues are critically important to ensuring that we remain
aligned with their interests. We use our shareholder engagement
process to determine the priority areas of focus for our investors,
and we have worked to be responsive to the feedback we have
received. Many of the enhancements made to our corporate governance
and ESG programs in recent years, as highlighted throughout this
proxy statement, have resulted from these valuable
conversations.
The following chart describes our typical year-round corporate
governance shareholder engagement cycle:
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•The
Corporate Governance, Investor Relations, and Total Rewards groups
review the shareholder engagement plan, implementing shareholder
feedback and considering ways to enhance the process
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•Publish
and make available our proxy statement, Annual Report on Form 10-K,
CEO’s Letter, Government Affairs Annual Report, and Community
Engagement Report
•Hold
our annual shareholder meeting
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Late Fall/Winter |
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Late Winter/Spring |
ê |
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Year-Round Engagement |
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Late Summer/Fall |
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Summer |
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•Engagement
requests sent to certain institutional shareholders and meetings
commence; shareholders are encouraged to candidly provide their
views on corporate governance issues, including executive
compensation and ESG practices and disclosures
•Shareholder
feedback is summarized and presented to senior management and the
NCG Committee for discussion
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•Board
reviews the Company’s corporate governance documents to ensure they
reflect best practices, support the Company’s strategy, and
maximize long-term shareholder value, taking into consideration the
annual meeting voting results and other feedback from shareholder
engagements
•Publish
our Annual Review & ESG Report
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Ongoing Engagement |
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•Engage
with shareholders throughout the year at various events and
conferences
•Directors
engage with corporate governance representatives of our
institutional shareholders throughout the year, as
appropriate
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Director Succession Planning and Board Refreshment
Our Board and NCG Committee maintain a robust refreshment and
recruitment process in which the members focus on identifying,
considering, and evaluating potential Board candidates based on
current and expected future Board needs. The NCG Committee has a
variety of tools at its disposal to evaluate the need for
refreshment at any given time, including the results of the Board’s
self-evaluation process; point-in-time statistics on the Board; the
Board Skills and Composition Matrix; and a refreshment timeline,
which is reviewed and updated quarterly.
When a need for refreshment is identified, the NCG Committee
conducts a thoughtful evaluation focused on aligning the diverse
skills, experience, backgrounds, and characteristics of our Board
with the strategic development of the Company. The NCG Committee
and Board undertake a thorough review and
vetting process before a candidate is recommended by the NCG
Committee to the Board for membership. During this process, the NCG
Committee considers factors such as skills and expertise brought to
the Board, other boards on which the candidate serves, qualities
that would further diversify the Board’s membership, and any
potential conflicts of interests.
Given Director Di Piazza’s retirement at the upcoming annual
meeting, as well as expected retirements of additional Directors in
the coming years due to reaching our mandatory retirement age, the
NCG Committee spent considerable time in 2022 focusing on
intentional, long-term Board refreshment. To that end, we added
Mark Crosswhite, Noopur Davis, and Tom Hill to our Board last year.
The Committee considered Directors Crosswhite’s and Hill’s
extensive experience as CEOs of large, regulated companies, and
Director Davis’ deep knowledge of
technology and cybersecurity, and believes that their additions
bring a diverse range of skills, experience, and perspectives that
further contribute to an engaged and well-balanced Board. Further,
the NCG Committee thoroughly evaluated these Directors’ skills when
considering appropriate committee appointments, both in terms of
the expertise each brings to the Board, as well as the committee
assignment that would most
quickly acclimate each Director to Regions’ business and the
overall function of the Board.
The following chart provides an overview of the Board’s process to
identify, evaluate, appoint, and onboard new Directors, including
the three new Directors on our Board:
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Identification of Candidates |
4 |
Assessment, Interviews, and Discussions |
4 |
Recommendation and Appointment |
4 |
Onboarding |
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The NCG Committee reviews candidates identified by independent
Directors; an independent search firm; associates and management;
shareholders; and self-recommendations, among other
sources.
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The NCG Committee considers the candidate’s qualifications and
attributes in light of Board needs; due diligence research
conducted on the candidate; the candidate’s independence; input
from other Directors following interviews with the candidate; and
the candidate’s other commitments. |
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Upon recommendation of the NCG Committee, the Board determines
whether to appoint the candidate and optimal committee
placement. |
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Regions’ comprehensive onboarding program involves a combination of
presentations, facility site visits, and meetings supplemented by
written materials.
The onboarding process is more fully described in the
Director Onboarding and Education
section.
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Director Onboarding and Education
Director onboarding and ongoing education programs are important
components of fostering Board effectiveness. Regions’ Director
Onboarding and Ongoing Education Program engages Directors through
a mixture of in-house training, outside programs, and on-site
activities. This program includes robust onboarding of new
Directors; regular reviews of compliance and corporate governance
developments; business-specific learning opportunities through site
visits and Board meetings; and briefing sessions on topics that
present special risks to and opportunities for the Company.
Further, from time to time corporate governance representatives
from our large institutional investors have engaged with members of
our Board on various topics of importance to
shareholders.
Onboarding.
Regions’ comprehensive program begins with onboarding activities
and includes a thorough orientation process that acclimates new
Directors to Regions, the Board, the initially assigned committees,
and management. Director onboarding involves a combination of
written materials, presentations, facility site visits, and
meetings with members of the Board, management, and other
appropriate associates, and continues over an extended period of
time. Topics for orientation include an in-depth review of Regions’
strategic plan, an overview of the business, financial performance,
and capital planning, and a discussion of risk management and
regulatory issues, as well as detailed committee-specific training.
Typically, additional educational sessions are provided to new
Directors, as well as any other Directors who would like to attend,
the day before their first full round of Board and committee
meetings. Directors new to public company board service may also be
assigned a Director mentor.
When possible, members of management will meet with new Directors
prior to their first Board and committee meetings to review the
meeting materials. This assists new Directors in further
understanding the materials, which might be unfamiliar to them. By
doing so, new Directors are better able to step into their
oversight roles and begin making meaningful contributions to the
Board more quickly.
In addition, new Directors typically serve on either the Risk
Committee or the Audit Committee to help them become acclimated to
the Company faster. When assigned to a new committee, existing
Directors are provided with committee-specific training similar to
that given to new Directors, so that the new committee member is
quickly up to speed on committee matters.
Ongoing education.
The Corporate Governance Principles provide that Directors receive
continuing education in areas that will assist them in discharging
their duties. Directors are, on an ongoing basis, provided
information and education on products and services offered by
Regions; significant risks and compliance issues; cyber and
information security; legal, regulatory, and supervisory
requirements and expectations applicable to the Company and its
affiliates; corporate governance best practices; changes in the
financial services industry; and other topics identified by the
Directors as areas of interest. The Board also periodically
receives in-house training sessions on various topics conducted by
outside experts, such as national law firms, industry-leading audit
firms, and consultants/advisors.
Board Evaluations
Each year the NCG Committee oversees the self-evaluation process
for our Board, its committees, and individual Directors. This
process ensures the Board and its committees are best equipped to
create shared value for the Company’s shareholders, and the results
are considered when determining the slate of Director nominees for
each annual meeting. The self-evaluation program assesses the
Board’s and committees’ performance in areas such as Board
composition and refreshment, Board and committee oversight and
ability to carry out their responsibilities, oversight of corporate
strategy, and interactions between the Board and management and key
stakeholders.
At Regions, our Directors believe that appropriate Board
refreshment, accompanied by meaningful annual Director evaluations
that include honest and thought-provoking conversations, creates an
environment where Board members are independent, engaged, and
productive and have the relevant experience and expertise to
oversee Regions as it executes on its strategy.
The following chart further describes the Board’s self-evaluation
process:
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Continually Enhanced Self-Evaluations |
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Prior to beginning the annual self-evaluation, the NCG Committee
considers possible enhancements to the process to ensure continued
effectiveness, including whether to use a third-party evaluator.
Any feedback on the self-evaluation process from the prior year is
incorporated.
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Board Operations |
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Directors provide feedback on Board operational matters as part of
their annual Director questionnaires, outside of the formal
evaluation discussions, so that the Directors may focus on more
substantive matters during the self-evaluation executive
sessions.
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One-on-One Discussions |
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The Independent Chair of the Board holds discussions with each of
the other independent Directors to obtain their candid feedback on
Board effectiveness and Directors’ performance. Committee Chairs
also hold one-on-one discussions with the members of their
respective committees. The Independent Chair of the Board provides
a verbal summary of one-on-one discussions to the full Board, as
appropriate.
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Committee and Full Board Discussions |
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Each committee conducts its own self-evaluation on topics that are
specific to that committee. These discussions are summarized for
the full Board, as appropriate. The Chair of the NCG Committee and
Independent Chair of the Board facilitate the full Board’s
self-evaluation discussion. The self-evaluation pays particular
attention to the Board’s oversight of Regions’ risk management
framework, Board refreshment, and the Board’s ability to take
actions and make decisions efficiently and independently from
management.
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Focus on Outcomes |
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Following the self-evaluation discussions, the Chair of the NCG
Committee has the opportunity to meet with the Chief Legal Officer
and Chief Governance Officer to discuss follow-up items. The NCG
Committee and its Chair track and implement follow-up actions, as
appropriate.
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Ongoing Evaluations |
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Directors are encouraged to raise any topics related to the
self-evaluation process with the Chair of the NCG Committee, the
Chair of an applicable committee, the Independent Chair of the
Board, or with the whole Board, as appropriate, at any point during
the year.
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Board Leadership Structure
Governance and independent Board oversight play critical roles at
Regions. The Board assumes an active role in providing oversight
of, and guidance to, our executive management team and maintaining
a strong system of checks and balances. As part of this system, the
Board is responsible for determining the proper Board leadership
structure to ensure independent and effective Company
oversight.
Based on the requirements of the NYSE listing standards, our
Corporate Governance Principles, corporate governance trends and
expectations, and an assessment of current needs, the Board
believes that an appropriate leadership structure includes a
substantial majority of independent Directors with diverse
characteristics, backgrounds, and experiences; extremely capable
committee Chairs; and strong independent leadership provided by
either an independent, non-executive Chair or a Lead Independent
Director. The Board’s current leadership structure meets these
objectives.
We have not adopted a policy mandating the separation of the Chair
and CEO positions. Rather, the Board believes that its leadership
structure should be flexible to accommodate different approaches
based on its evaluation of the best interests of the Company and
our stakeholders at any given time. The Board carefully considers
its leadership structure and composition each year in consultation
with the NCG Committee as part of its continuous succession
planning process.
One critical aspect of the Board’s leadership structure analysis is
determining how best to honor the Board’s commitment to maintaining
robust independent leadership, given the present needs of the
Company. After undertaking such an evaluation this year, the Board
continues to believe that the Company’s interests are best served
at this time by having an independent Chair provide leadership to
the Board.
Separating the roles of Chair and CEO is a beneficial and effective
option for the Company at this time because it capitalizes on
Mr. McCrary’s previous Board experience and
knowledge of the Company, while simultaneously providing
independent oversight of management and maintaining clear
accountability to Regions’ shareholders, customers, and associates
concerning the performance of the Company. Additionally, the Board
has determined that the Company benefits from having Mr. Turner,
its CEO, who is intimately involved with and responsible for
managing the Company’s operations and strategy, also serve on the
Board and represent the Company to our customers, shareholders,
associates, regulators, communities, and the public. Mr. Turner
provides a critical link between the Board’s oversight and the
day-to-day operations of the Company. This continuity allows
management and the Board to function efficiently and to collaborate
in fulfilling the Company’s goals and strategies.
The following describes the Chair’s key responsibilities. A more
complete list is included in our Corporate Governance
Principles.
•Establishes
the agenda and presides at executive sessions of the Board’s
independent Directors
•Approves
information sent to and meeting agendas for the Board
•Presides
at Board meetings and the annual meeting of
shareholders
•Calls
special meetings of the Board
•Acts
as a liaison and facilitates communication among
Directors
•Engages
with our institutional shareholders
•Provides
leadership to the Board in a time of emergency or
crisis
•Acts
as a sounding board and advisor to our CEO
•In
addition to ongoing discussions throughout the year, conducts
formal one-on-one discussions as part of the annual Director
self-evaluation process
Mr. McCrary’s depth of knowledge and experience in leadership
roles, both on the Board and externally, continue to uniquely
position him as a well-qualified, well-informed choice for Chair of
the Board. Throughout Mr. McCrary’s tenure as a Director, including
previously as the Board’s Lead Independent Director, the Company
has undergone significant changes and successfully met several
challenges. These experiences have provided Mr. McCrary with
institutional knowledge about the Company that is invaluable to an
independent Chair. Mr. McCrary also has notable leadership
experience from having served as the President and CEO of a public
utility company for over a decade. Consequently, he possesses a
valuable understanding of issues unique to companies in highly
regulated industries.
Ultimately, in the Board’s opinion, Mr. McCrary has the management
and leadership skills to understand and promote the Company’s
values while effectively executing the Board’s strategies and
initiatives in a manner most beneficial to the Company and its
stakeholders. This, combined with Mr. Turner’s daily management of
Regions’ operations and strategy, leads to a strong and effective
Board.
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Elements Considered When Evaluating the Board’s Leadership
Structure |
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Comprehensive Corporate Governance Principles that Promote
Independent Board Oversight |
à |
Corporate Governance Trends Regarding Board Independence and
Leadership Structure |
à |
Independence of Directors and Standing Committee Chairs and
Members |
à |
Responsibilities of the Independent Chair or Lead Independent
Director |
à |
Shareholder Input (Engagements, Vote Results, and White
Papers) |
Management Succession Planning
Similar to Director succession planning, thoughtful management
succession planning is critical to creating long-term stakeholder
value; therefore, it is important that management coordinate with
the Board to plan for management succession and to develop related
processes. This is particularly important for CEO succession.
Similar to our Director succession planning process, the Company
adopted a version of the Rooney Rule for
management
succession, which provides that when searching for candidates for a
Section 16 Officer position, including a CEO successor, Regions
shall endeavor to include diverse candidates in the pool from which
the candidate is chosen.
The Board has delegated primary oversight of management succession
to the CHR Committee. The CHR Committee and the NCG Committee
coordinate on overseeing CEO succession planning. These committees
work with the CEO to plan for CEO succession, as well as to develop
plans for interim succession for the CEO in the event of an
unexpected occurrence. The succession plans are updated and
reported to the Board at least annually.
Limitations on Other Board Service
The Board has adopted restrictions, consistent with market
standards, on the number of outside publicly-traded company boards
and audit committees on which Directors may serve. The Board
established the following limits to ensure Directors are able to
dedicate sufficient time to Regions’ Board:
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Director Category |
Limit on publicly-traded company board and audit committee service,
including Regions |
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All Directors |
4 boards maximum |
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Directors holding an executive officer position |
2 boards maximum |
Directors serving as a board chair or
lead independent director |
3 boards maximum |
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Directors who serve on Regions’ Audit Committee |
3 audit committees maximum |
The NCG Committee may grant exceptions to the limits on a
case-by-case basis after determining that so serving will not
impair the Director’s service on Regions’ Board in light of the
Director’s other time commitments, record of attendance at Board
and committee meetings, potential conflicts of interest, and other
legal considerations. Throughout the year, the NCG Committee
monitors the service of the Company’s Directors on boards and board
committees of other companies and consults with Directors, as
needed, to assess the potential impact on
the individual Director’s ability to devote sufficient time and
attention to their duties as a Director of Regions. Further,
Regions’ Directors review proposed service on the board of any
additional public company with the NCG Committee prior to accepting
any such position.
All 13 Director nominees are in compliance with Regions’
limitations on service on other publicly-traded company
boards.
Director Independence
Our Board is committed to maintaining objective, independent
oversight of management in upholding its responsibilities to our
shareholders and in carrying out the strategic objectives of
Regions. The value we place on the independence of our Directors is
reflected in our corporate governance documents, Board committee
charters, annual independence review of our Board members, and the
role of our Independent Chair.
The Board, on an annual basis, affirmatively determines the
independence of each Director and nominee for election as a
Director. In determining Director independence, our Board considers
the NYSE’s listing standards and the standards set forth in our
Corporate Governance Principles. For our Directors to be considered
“independent directors” under the NYSE’s listing standards, our
Board must make an affirmative determination that each such
Director does not have a “material relationship” with Regions
(either directly or as a partner, shareholder, or officer of an
organization that has a relationship with Regions). The NYSE’s
listing standards also include bright-line tests that preclude a
determination of independence. To aid in conducting this
evaluation, our Corporate Governance Principles describe
relationships and transactions involving Regions that, in the
absence of unusual facts and circumstances, are presumptively not
material for independence purposes in that they would not impair a
Director’s exercise of independent judgment or compromise the
oversight role that an independent Director is expected to perform
for the Company.
Pursuant to our Corporate Governance Principles, a majority of our
Board must be independent. In addition, in accordance with our
Board committee charters and applicable law, members of the Audit
Committee, the Compensation and Human Resources Committee, and the
Nominating and Corporate Governance Committee must meet the
independence requirements of the NYSE and the SEC, as well as any
other applicable laws, rules, and regulations
governing
independence. Pursuant to the charters of the Risk Committee and
the Technology Committee, the members of such committees must also
qualify as independent under the NYSE’s listing standards and other
applicable laws, rules, and regulations governing
independence.
Board independence determinations.
In February 2023, the Board and NCG Committee conducted their
annual review of each Director’s independence. The Board, based
upon the recommendation of the NCG Committee, affirmatively
determined that each Director is an independent Director, other
than John M. Turner, Jr., Regions’ President and CEO. Accordingly,
approximately
93 percent
of Regions’ current Directors (including our retiring Director), as
well as all members of the Audit Committee, the CHR Committee, the
NCG Committee, the Risk Committee, and the Technology Committee,
are independent directors within the meaning of the listing
standards of the NYSE. The following current Directors have been
affirmatively determined by the Board to be independent: Mark A.
Crosswhite; Noopur Davis; Samuel A. Di Piazza, Jr.; Zhanna
Golodryga; J. Thomas Hill; John D. Johns; Joia M. Johnson; Ruth Ann
Marshall; Charles D. McCrary; James T. Prokopanko; Lee J.
Styslinger III; José S. Suquet; and Timothy Vines.
Transactions with Directors.
Director Turner is employed by Regions. Therefore, under the NYSE
bright-line “material relationship” tests, he was determined not to
be independent. As such, he is not considered in the remaining
independence determinations that follow. With respect to the
remaining Directors, the following chart reflects transactions and
relationships, as applicable, between Regions and:
•our
non-management Directors or their immediate family
members;
•a
company or charitable organization of which the non-management
Director or the Director’s immediate family
member is, or was during 2022, a partner, officer, or employee;
or
•a
company in which the non-management Director or the Director’s
immediate family member holds a significant ownership
position.
All of these transactions were considered by our Board in making
its determination with respect to each of our non-management
Directors’ independence. In each case, the Board
concluded that, in light of the applicable independence standards
of the NYSE and the description of relationships and transactions
contained in the Corporate Governance Principles, such
relationships would not be considered to impair any of these
Directors’ individual exercise of independent judgment or
compromise the oversight role that an independent Director of
Regions is expected to perform, and therefore, are not
material.
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“Ordinary
Course” Customer
Relationships (1) |
Loans or
Extensions
of Credit (2) |
Charitable
Contributions (3) |
Other
Relationships (4) |
Family
Relationships (5) |
|
Mark A. Crosswhite |
● |
● |
● |
● |
None |
|
Noopur Davis |
None |
None |
None |
● |
None |
|
Samuel A. Di Piazza, Jr. |
● |
None |
None |
● |
None |
|
Zhanna Golodryga |
● |
None |
None |
None |
None |
|
J. Thomas Hill |
● |
None |
● |
● |
None |
|
John D. Johns |
● |
● |
● |
● |
None |
|
Joia M. Johnson |
None |
None |
None |
● |
None |
|
Ruth Ann Marshall |
● |
None |
None |
● |
None |
|
Charles D. McCrary |
● |
● |
None |
● |
None |
|
James T. Prokopanko |
None |
None |
None |
● |
None |
|
Lee J. Styslinger III |
● |
● |
● |
● |
None |
|
José S. Suquet |
None |
None |
None |
None |
None |
|
Timothy Vines |
● |
● |
● |
● |
None |
(1) “Ordinary Course” customer relationships
are transactions or relationships with Regions or its subsidiaries,
such as deposit, brokerage, trust, or other financial services
relationships in the ordinary course of Regions’ banking and/or
brokerage business, that are established and administered on terms
and conditions no more favorable than those afforded to any
similarly situated customer.
(2) Includes a loan or extension of credit,
including credit card accounts, that was made on substantially the
same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with
unaffiliated persons; involves no more than the normal risk of
collectability; and presents no other unfavorable
features.
(3) Directors serve solely as a member of
the board of directors of a charitable organization to which
Regions or its subsidiaries made charitable contributions of less
than the greater of $1 million or 2% of such organization’s
consolidated gross revenues.
(4) Other relationships
include:
(a) service as only a director by: Director Davis at Entrust
Corporation (Regions paid Entrust Corporation approximately $54,755
for products in 2022); Director Johns at Southern Company (Regions
paid Southern Company or its subsidiaries approximately $5.9
million for services in 2022); Director Styslinger at Workday
(Regions paid Workday approximately $4.8 million for services in
2022); and Directors Di Piazza, Johns, Johnson, Marshall, McCrary,
Prokopanko, Styslinger, and Vines at companies that, along with
certain of their subsidiaries, are customers of Regions for typical
commercial banking products and services, including loans and
leases, on terms no more favorable than for other Regions
customers, and for which Regions receives customary interest and
fees;
(b) Regions’ arm’s-length business relationships with: Alabama
Power Company (“Alabama Power”), for whom Director Crosswhite
served as an executive officer during 2022 (Regions paid Alabama
Power, or its Southern Company affiliates, approximately $5.9
million for utility services in 2022; Alabama Power conducts normal
and customary banking business with Regions); Comcast Cable, for
whom Director Davis serves as an executive officer (Regions paid
Comcast Cable approximately $30,408 for services in 2022); Vulcan
Materials Company, for whom Director Hill serves as an executive
officer (Vulcan Materials Company conducts normal and customary
banking business with Regions); and Blue Cross and Blue Shield of
Alabama (“BCBSAL”), for whom Director Vines serves as an executive
officer (Regions paid BCBSAL approximately $8.9 million in
third-party administrative fees in 2022; BCBSAL conducts normal and
customary banking business with Regions);
(c) Regions’ ordinary-course employment relationship, in a capacity
other than as an executive officer, with an immediate family member
of Director Crosswhite (compensation paid is below thresholds for
related person transaction disclosure pursuant to NYSE rules and
Regions’ Corporate Governance Principles); and
(d) Directors Hill, Prokopanko, and Styslinger’s common service on
the board of Vulcan Materials Company, where Director Hill also
serves as an executive officer; service on the board of directors
of Alabama Power, for whom Director Crosswhite served as an
executive officer during 2022, by an immediate family member of
Regions executive officer Kate R. Danella; and Directors Johnson
and Marshall’s common service on the board of Global Payments
Inc.
(5) No immediate family relationship exists
between any of our Directors or executive officers and any other
Directors or executive officers.
Additional determinations made by the Board.
The Board has affirmatively determined that Directors Di Piazza,
Suquet, and Vines satisfy the definition of an “audit committee
financial expert” set out in Item 407(d) of Regulation S-K under
the Exchange Act, that each member of the Audit Committee continues
to qualify for membership on the Audit Committee under SEC rules
and the NYSE’s listing standards, and that each member of the Audit
Committee is “independent” under
the NYSE’s listing standards, including the heightened independence
requirements of Exchange Act Rule 10A-3. Additionally, Directors Di
Piazza, Prokopanko, Suquet, and Vines have “accounting or related
financial management expertise” as described in Section 303A.07 of
the NYSE’s Listed Company Manual, and Directors Di Piazza, Suquet,
and Vines have banking or related financial management
expertise
as defined by the Federal Deposit Insurance Corporation Improvement
Act of 1991.
In addition, the Board has determined that each member of the CHR
Committee has satisfied the heightened independence tests required
by the NYSE’s listing standards. The Board has also determined that
Director Johns, Chair of the Risk
Committee, is a “risk management expert” as defined by Regulation
YY, which implements certain of the enhanced prudential standards
mandated by Section 165 of the Dodd-Frank Act. Lastly, all
members of Regions’ committees satisfy the independence tests
promulgated by the NYSE.
Meetings and Attendance
Board and Committee Meetings in 2022.
Regular Board and committee meetings are held at such times as the
Board and committees, respectively, may determine. Such meetings,
however, typically occur no less frequently than on a quarterly
basis. Special meetings may be called upon appropriate notice at
any time.
The Audit Committee and the Risk Committee hold a joint meeting
annually and may otherwise meet at their discretion to review and
discuss topics of interest to both committees. In addition, the
Risk Committee and the CHR Committee hold at least one joint
meeting annually. From time to time, other committees also meet
jointly so as to streamline necessary actions.
Once a year, the Board typically holds an off-site meeting to
engage in extended discussions with management regarding the
Company’s strategy. During these meetings, which are held within
our footprint markets, the Board is typically given the opportunity
to interact with local customers, market leaders, and
associates.
Upon request, Directors may meet with management or other
associates to discuss the materials or obtain additional
information prior to the meetings. Further, at regularly scheduled
Board and committee meetings, management and other Regions
associates typically present to the Directors on a variety of
topics. Importantly, pursuant to our Corporate Governance
Principles, Board members have complete access to the Company’s
management and associates and may arrange such meetings
directly.
The following table shows the number of Board and committee
meetings held in 2022:
|
|
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|
|
|
|
Meetings Held
|
|
Board of Directors |
8 |
|
Audit Committee |
9 |
|
CHR Committee |
6 |
|
NCG Committee |
5 |
|
Risk Committee |
4 |
|
Technology Committee |
5 |
|
Joint Meeting of Board, CHR Committee, and NCG
Committee |
1 |
|
Joint Meeting of Audit Committee and Risk Committee |
1 |
|
Joint Meeting of CHR Co |