We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Name | Symbol | Market | Type |
---|---|---|---|
Regions Financial Corporation | NYSE:RF-C | NYSE | Preference Share |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.05 | -0.22% | 22.85 | 22.90 | 22.55 | 22.73 | 4,481 | 16:28:18 |
Check the appropriate box: | |||||
☐ | Preliminary Proxy Statement | ||||
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
þ | Definitive Proxy Statement | ||||
☐ | Definitive Additional Materials | ||||
☐ | Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
Payment of Filing Fee (Check the appropriate box): | |||||
þ | No fee required. | ||||
☐ | Fee paid previously with preliminary materials. | ||||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
To be the premier regional financial institution in America |
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 |
Charles D. McCrary Independent Chair of the Board | ||
March 6, 2023 |
DATE & TIME | LOCATION | RECORD DATE | ||||||
Wednesday, April 19, 2023 9:00 A.M. Central Time | Webcast at www.virtualshareholdermeeting.com/RF2023 | February 21, 2023 |
By Order of the Board of Directors | |||||
Tara A. Plimpton Chief Legal Officer and Corporate Secretary | |||||
March 6, 2023 |
TABLE OF CONTENTS |
GLOSSARY OF SELECTED TERMS | |||||
Term | Meaning | ||||
401(k) Plan | Regions Financial Corporation 401(k) Plan | ||||
Broker | Brokerage firms, banks, or similar entities | ||||
BSA/AML/OFAC | Bank Secrecy Act/Anti-Money Laundering/Office of Foreign Assets Control | ||||
CD&A | Compensation Discussion and Analysis | ||||
CECL | Current Expected Credit Losses | ||||
CHR Committee | Compensation and Human Resources Committee | ||||
Code of Conduct | Code of Business Conduct and Ethics | ||||
Cook & Co. | Frederic W. Cook & Co., Inc. | ||||
DEI | Diversity, Equity, and Inclusion | ||||
Dividend Reinvestment Plan | Broadridge Direct Stock Purchase and Dividend Reinvestment Plan | ||||
EPS Growth | Cumulative compounded growth in Earnings Per Share | ||||
Excess 401(k) Plan | Regions Financial Corporation Non-Qualified Excess 401(k) Plan (formerly named the Supplemental 401(k) Plan) | ||||
EY | Ernst & Young LLP | ||||
GAAP | Generally Accepted Accounting Principles in the United States | ||||
GRI | Global Reporting Initiative | ||||
IRC | U.S. Internal Revenue Code of 1986, as amended | ||||
LTIP | Long Term Incentive Plan | ||||
NCG Committee | Nominating and Corporate Governance Committee | ||||
NEO | Named Executive Officer | ||||
PCUs | Performance Cash Unit Awards | ||||
PSUs | Performance Stock Units | ||||
Retirement Plan | Regions Financial Corporation Retirement Plan for Associates | ||||
ROATCE | Return on Average Tangible Common Equity, a non-GAAP financial measure (see Appendix A for more information) | ||||
RSUs | Restricted Stock Units | ||||
SASB | Sustainability Accounting Standards Board | ||||
Say-on-Pay | Advisory Vote on Executive Compensation | ||||
SERP | Regions Financial Corporation Post 2006 Supplemental Executive Retirement Plan | ||||
TCFD | Task Force on Climate-related Financial Disclosures | ||||
PROXY STATEMENT |
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. |
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. |
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. | Regions Financial Corporation 1900 Fifth Avenue North Birmingham, Alabama 35203 Attn: Investor Relations |
2023 Proxy Statement | 1 |
PROXY SUMMARY |
Date: | Wednesday, April 19, 2023 | ||||
Time: | 9:00 A.M. Central Time | ||||
VSM Website: | Webcast at www.virtualshareholdermeeting.com/RF2023 | ||||
Record Date: | February 21, 2023 | ||||
Voting: | 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. |
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). | |||||
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. | |||||
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. | |||||
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. | |||||
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. |
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. |
2 | 2023 Proxy Statement |
PROXY SUMMARY |
Regions Bank is ranked 19th in the U.S. in total deposits. |
2023 Proxy Statement | 3 |
PROXY SUMMARY |
“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.” | |||||
John M. Turner, Jr. President and Chief Executive Officer Member of the Board of Directors Regions Financial Corporation |
4 | 2023 Proxy Statement |
PROXY SUMMARY |
Financial Performance | ||||||||
FY 2022 | FY 2021 | |||||||
Total Revenue | $7.2 billion | $6.4 billion | ||||||
Net Interest Income | $4.8 billion | $3.9 billion | ||||||
Non-Interest Expense | $4.1 billion | $3.7 billion | ||||||
Net Income Available to Common Shareholders | $2.1 billion | $2.4 billion | ||||||
Diluted Earnings Per Share | $2.28 | $2.51 | ||||||
Operating Leverage | 3.5% | (0.6)% | ||||||
Efficiency ratio | 56.0% | 57.8% | ||||||
Net-Charge Offs | 0.29% | 0.24% | ||||||
Cumulative Total Return | ||||||||||||||||||||
12/31/2017 | 12/31/2018 | 12/31/2019 | 12/31/2020 | 12/31/2021 | 12/31/2022 | |||||||||||||||
Regions | $100.00 | $79.43 | $105.88 | $104.15 | $145.18 | $148.54 | ||||||||||||||
S&P 500 Index | $100.00 | $95.61 | $125.70 | $148.81 | $191.48 | $156.77 | ||||||||||||||
S&P 500 Banks Index | $100.00 | $83.56 | $117.52 | $101.35 | $137.28 | $110.91 |
2023 Proxy Statement | 5 |
PROXY SUMMARY |
Board Composition, Leadership, and Operations | |||||
Number of Director Nominees | 13 | ||||
Director Nominee Independence | 92% | ||||
Average Director Nominee Age | 65 | ||||
Average Director Nominee Tenure | 7 years | ||||
Diversity of Director Nominees | 31% Gender; 31% Racial/Ethnic; 46% Total | ||||
Board Leadership | Independent Chair | ||||
Voting Standard | Majority with plurality carve-out for contested elections | ||||
Classified Board | No, annual elections for all Directors | ||||
Mandatory Retirement Age | Yes (72) | ||||
Director Term Limits | No | ||||
Director Resignation Policy | Yes | ||||
Shareholder Rights | |||||
One Share, One Vote Policy | Yes | ||||
Cumulative Voting | No | ||||
Vote Standard for Charter/By-Law Amendment | 75% | ||||
Shareholder Right to Call Special Meeting | No | ||||
Shareholder Right to Act by Written Consent | No | ||||
Board Authorized to Issue Blank-Check Preferred Stock | Yes; capital plan regularly submitted to the Federal Reserve | ||||
Poison Pill | No | ||||
Proxy Access By-Law | Yes | ||||
Other Governance Practices | |||||
Investor Stewardship Group Corporate Governance Principles for U.S. Listed Companies Compliant | Yes | ||||
Commonsense Principles 2.0 Signatory | Yes | ||||
Council of Institutional Investors Member | Yes | ||||
Rooney Rule Version for Director Candidate and Section 16 Officer Searches | Yes | ||||
Year-Round Shareholder Engagement | Yes | ||||
Robust Stock Ownership Guidelines | Yes | ||||
Anti-Hedging and Anti-Pledging Policies | Yes | ||||
Environmental and Social Practices | |||||
Board-Level ESG Oversight | Yes | ||||
Codes of Conduct for Directors, Executive Officers, Associates, and Suppliers | Yes; posted on website | ||||
Annual ESG Report | Yes; posted on website | ||||
Disclosures Aligned with TCFD, SASB, GRI, and CDP | Yes; posted on website | ||||
Disclosure of Workforce Demographics | Yes; posted on website | ||||
Semi-Annual Report on Political Contributions | Yes; posted on website | ||||
Human Rights Statement | Yes; posted on website | ||||
Operational Greenhouse Gas Emissions Reduction Target (50% by 2030) | Yes | ||||
Active Participant in ESG-Focused Industry Groups | Yes | ||||
Compensation Practices | |||||
CEO Pay Ratio / Alternative CEO Pay Ratio | 157:1 / 115:1 | ||||
Clawback Policy | Yes | ||||
Incentive Plans that Encourage Excessive Risk-Taking | No | ||||
Employment Agreements for Executive Officers | No | ||||
Repricing of Underwater Options | No | ||||
Excessive Perks | No | ||||
Pay-for-Performance | Yes | ||||
Frequency of Say-on-Pay Advisory Vote | Annual | ||||
Double-Trigger Change-in-Control Provisions | Yes | ||||
Independent Compensation Consultant | Frederic W. Cook & Co., Inc. |
6 | 2023 Proxy Statement |
PROXY SUMMARY |
The Board unanimously recommends you vote “FOR” each Director nominee standing for election. |
Age | Independent | Director Since | Regions Board Committee(s) | Principal Occupation | Other Public Company Boards (1) | |||||||||||||||
Mark A. Crosswhite | 60 | ü | 2022 | Audit NCG | Retired Chairman, President, and CEO, Alabama Power Company | |||||||||||||||
Noopur Davis | 61 | ü | 2022 | Risk Technology | Corporate Executive Vice President, Chief Information Security and Product Privacy Officer, Comcast | |||||||||||||||
Zhanna Golodryga (4) | 67 | ü | 2019 | Risk Technology (Chair) | Executive Vice President, Emerging Energy and Sustainability, Phillips 66 | Novonix Limited | ||||||||||||||
J. Thomas Hill | 64 | ü | 2022 | CHR Risk | Chairman, President, and CEO, Vulcan Materials Company | Vulcan Materials Company | ||||||||||||||
John D. Johns (3)(4) | 71 | ü | 2011 | Risk (Chair) Technology | Retired Chairman, President, and CEO, Protective Life Corporation | Genuine Parts Company; Southern Company | ||||||||||||||
Joia M. Johnson | 63 | ü | 2021 | CHR NCG | Retired CAO, General Counsel, and Corporate Secretary, Hanesbrands Inc. | Global Payments Inc.; Sylvamo Corporation | ||||||||||||||
Ruth Ann Marshall (4) | 68 | ü | 2011 | CHR NCG (Chair) | Retired President, The Americas, MasterCard International, Inc. | ConAgra Brands, Inc.; Global Payments Inc. | ||||||||||||||
Charles D. McCrary (4) | 71 | ü | 2001 | Independent Chair of the Board | Retired Chairman, President, and CEO, Alabama Power Company | |||||||||||||||
James T. Prokopanko | 69 | ü | 2016 | Audit NCG | Retired President and CEO, The Mosaic Company | Vulcan Materials Company; Xcel Energy Inc. | ||||||||||||||
Lee J. Styslinger III | 62 | ü | 2003 | NCG Risk | Co-Chairman, Altec, Inc. | Vulcan Materials Company; Workday, Inc. | ||||||||||||||
José S. Suquet (2)(4) | 66 | ü | 2017 | Audit (Chair) Technology | Chairman and CEO, Pan-American Life Insurance Group | |||||||||||||||
John M. Turner, Jr. (4) | 61 | CEO | 2018 | President and CEO, Regions Financial Corporation and Regions Bank | ||||||||||||||||
Timothy Vines (2) | 57 | ü | 2018 | Audit CHR | President and CEO, Blue Cross and Blue Shield of Alabama |
2023 Proxy Statement | 7 |
PROXY SUMMARY |
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 |
8 | 2023 Proxy Statement |
PROXY SUMMARY |
The Board unanimously recommends you vote “FOR” the ratification of the appointment of EY. |
The Board unanimously recommends you vote “FOR” the compensation of our NEOs as set forth in this proxy statement. |
Name | Age | Position | ||||||
John M. Turner, Jr.* | 61 | President and Chief Executive Officer | ||||||
David J. Turner, Jr.* | 59 | Chief Financial Officer | ||||||
C. Matthew Lusco* | 65 | Chief Risk Officer | ||||||
Ronald G. Smith* | 62 | Head of Corporate Banking Group | ||||||
C. Dandridge Massey* | 52 | Chief Enterprise Operations and Technology Officer | ||||||
Kate R. Danella | 44 | Head of Consumer Banking Group | ||||||
David R. Keenan | 55 | Chief Administrative and Human Resources Officer | ||||||
Scott M. Peters | 61 | Chief Transformation Officer | ||||||
Tara A. Plimpton | 54 | Chief Legal Officer and Corporate Secretary | ||||||
William D. Ritter | 52 | Head of Wealth Management Group | ||||||
*Named Executive Officer |
2023 Proxy Statement | 9 |
PROXY SUMMARY |
10 | 2023 Proxy Statement |
PROXY SUMMARY |
2022 Compensation Overview Table | ||||||||||||||||||||
Long-Term Awards ($) | ||||||||||||||||||||
Name | Principal Position | Base Salary | Stock Awards | Non Equity LTI Granted (Cash) | Annual Cash Incentive | Total | ||||||||||||||
John M. Turner, Jr. | President and CEO | $ | 1,075,000 | $ | 3,500,000 | $ | 1,750,000 | $ | 3,511,571 | $ | 9,836,571 | |||||||||
David J. Turner, Jr. | Chief Financial Officer | $ | 690,000 | $ | 1,000,000 | $ | 500,000 | $ | 1,440,839 | $ | 3,630,839 | |||||||||
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 | |||||||||
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. |
2023 Proxy Statement | 11 |
PROXY SUMMARY |
Board Refreshment | ESG Statements | Rooney Rule | 46% Diverse | 72 Years | ||||||||||||||||||||||||||||
Added Mark Crosswhite, Noopur Davis, and Tom Hill to our Board in 2022 | Human Rights Statement; Supplier Code of Conduct; and Environmental Sustainability Statement | Adopted a version for Director candidate and Section 16 Officer searches, including CEO succession | Overall diversity of Director nominees, including gender, race/ethnicity, and sexual orientation (LGBTQ+) | Mandatory Director retirement age (rare exceptions can be made in certain situations) | ||||||||||||||||||||||||||||
No Hedging/Pledging | Year-Round Engagement | No Overboarded Directors | Independent Board Leadership | NCG Committee Oversight | ||||||||||||||||||||||||||||
Directors and executive officers are prohibited from entering into hedging agreements or pledging stock | With institutional shareholders, including Director-Shareholder Engagement | Under our enhanced overboarding policy | Independent Chair of the Board; 100% independence in standing committee membership | Of the Company’s ESG-related practices and disclosures | ||||||||||||||||||||||||||||
Identification of Candidates | 4 | Assessment, Interviews, and Discussions | 4 | Appointment and Committee Assignments | 4 | Onboarding and Education | ||||||||||||||||||||||||||||||||||||||||||||
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. | 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. | 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. | 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. | |||||||||||||||||||||||||||||||||||||||||||||||
12 | 2023 Proxy Statement |
PROXY SUMMARY |
2023 Proxy Statement | 13 |
PROPOSAL 1—ELECTION OF DIRECTORS |
The Board unanimously recommends you vote “FOR” each Director nominee standing for election. |
Commitment to Board Diversity | ||
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. |
14 | 2023 Proxy Statement |
PROPOSAL 1-ELECTION OF DIRECTORS |
Director | Skills* | Age | Tenure† | No. of Public Boards‡ | Independent | Primary Industry Expertise | Diverse (Race/Ethn.) | Diverse (Gend.) | Diverse (LGBTQ+) | Non-US Born | Multi-lingual | ||||||||||||||||||||||||
Crosswhite | 60 | <1 | 1 | ü | Energy | ||||||||||||||||||||||||||||||
Davis | 61 | <1 | 1 | ü | Technology | ü1 | ü4 | ü5 | ü9 | ||||||||||||||||||||||||||
Golodryga | 67 | 4 | 2 | ü | Energy | ü4 | ü6 | ü10 | |||||||||||||||||||||||||||
Hill | 64 | <1 | 2 | ü | Manufacturing | ||||||||||||||||||||||||||||||
Johns | 71 | 11 | 3 | ü | Insurance | ||||||||||||||||||||||||||||||
Johnson | 63 | 1 | 3 | ü | Consumer Products, Manufacturing, and Retail | ü2 | ü4 | ||||||||||||||||||||||||||||
Marshall | 68 | 11 | 3 | ü | Financial Services | ü4 | ü | ||||||||||||||||||||||||||||
McCrary | 71 | 21 | 1 | ü | Energy | ||||||||||||||||||||||||||||||
Prokopanko | 69 | 6 | 3 | ü | Chemicals | ü7 | |||||||||||||||||||||||||||||
Styslinger | 62 | 19 | 4 | ü | Manufacturing and Transportation | ü11 | |||||||||||||||||||||||||||||
Suquet | 66 | 6 | 1 | ü | Insurance | ü3 | ü8 | ü11 | |||||||||||||||||||||||||||
Turner | 61 | 4 | 1 | CEO | Financial Services | ||||||||||||||||||||||||||||||
Vines | 57 | 4 | 1 | ü | Healthcare and Insurance | ü2 | |||||||||||||||||||||||||||||
Average/ Total | 65 | 7 | 12 (92%) | 4 (31%) | 4 (31%) | 1 (8%) | 4 (31%) | 4 (31%) |
2023 Proxy Statement | 15 |
PROPOSAL 1-ELECTION OF DIRECTORS |
Audit/Accounting/Finance and Capital Planning | 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. | ||||||||||||||||||||||
Banking and Financial Services | 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. | ||||||||||||||||||||||
Business Operations and Technology Innovation/Artificial Intelligence | 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. | ||||||||||||||||||||||
Continuous Improvement | 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. | ||||||||||||||||||||||
Corporate Governance | 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. | ||||||||||||||||||||||
Customer Focus and Community Engagement | 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. | ||||||||||||||||||||||
Environmental Sustainability Practices | 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. | ||||||||||||||||||||||
Executive Compensation and Benefits | 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. | ||||||||||||||||||||||
Human Capital Management | 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. | ||||||||||||||||||||||
Information/Cyber Security | 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. | ||||||||||||||||||||||
Regulatory Compliance | 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. | ||||||||||||||||||||||
Risk Management | 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. | ||||||||||||||||||||||
Strategic Planning and Strategy Development | 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. | ||||||||||||||||||||||
16 | 2023 Proxy Statement |
PROPOSAL 1-ELECTION OF DIRECTORS |
The Board believes that each of the 13 nominees is well qualified to serve as a Director on Regions’ Board. | ||
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. |
Mark A. Crosswhite Independent Director Since: 2022 Age: 60 Regions Committees •Audit Committee •NCG Committee Top 5 Skills Brought to Our Board | 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 | |||||||
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 |
2023 Proxy Statement | 17 |
PROPOSAL 1-ELECTION OF DIRECTORS |
Noopur Davis Independent Director Since: 2022 Age: 61 Regions Committees •Risk Committee •Technology Committee Top 5 Skills Brought to Our Board | 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 | |||||||
Zhanna Golodryga Independent Director Since: 2019 Age: 67 Regions Committees •Risk Committee •Technology Committee (Chair) •Executive Committee Top 5 Skills Brought to Our Board | 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 | |||||||
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 |
18 | 2023 Proxy Statement |
PROPOSAL 1-ELECTION OF DIRECTORS |
J. Thomas Hill Independent Director Since: 2022 Age: 64 Regions Committees •CHR Committee •Risk Committee Top 5 Skills Brought to Our Board | 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) | |||||||
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 | 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 | |||||||
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 |
2023 Proxy Statement | 19 |
PROPOSAL 1-ELECTION OF DIRECTORS |
Joia M. Johnson Independent Director Since: 2021 Age: 63 Regions Committees •CHR Committee •NCG Committee Top 5 Skills Brought to Our Board | 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 | |||||||
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 | 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 | |||||||
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 |
20 | 2023 Proxy Statement |
PROPOSAL 1-ELECTION OF DIRECTORS |
Charles D. McCrary Independent Director Since: 2001 Age: 71 Regions Committees •Executive Committee (Chair) Top 5 Skills Brought to Our Board | 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 | |||||||
James T. Prokopanko Independent Director Since: 2016 Age: 69 Regions Committees •Audit Committee •NCG Committee Top 5 Skills Brought to Our Board | 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 | |||||||
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 |
2023 Proxy Statement | 21 |
PROPOSAL 1-ELECTION OF DIRECTORS |
Lee J. Styslinger III Independent Director Since: 2003 Age: 62 Regions Committees •NCG Committee •Risk Committee Top 5 Skills Brought to Our Board | 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 | |||||||
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 | 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 | |||||||
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 |
22 | 2023 Proxy Statement |
PROPOSAL 1-ELECTION OF DIRECTORS |
John M. Turner, Jr. Management Director Since: 2018 Age: 61 Regions Committees •Executive Committee Top 5 Skills Brought to Our Board | 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 | |||||||
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 | 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 | |||||||
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 |
2023 Proxy Statement | 23 |
PROPOSAL 1-ELECTION OF DIRECTORS |
Compensation Element | Compensation Amount | ||||
Annual Cash Retainer (1) | $100,000 | ||||
Annual Equity Retainer (1) | $130,000 in restricted stock units granted three business days following the annual shareholder meeting and that vest at the next annual shareholder meeting | ||||
Additional Annual Fee for Independent Non-Executive Chair of the Board (1) | $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 | ||||
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 | ||||
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 | $10,000 |
24 | 2023 Proxy Statement |
PROPOSAL 1-ELECTION OF DIRECTORS |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (3) | All Other Compensation ($) (4) | Total ($) | ||||||||||
Carolyn H. Byrd (1) | 55,000 | — | — | 55,000 | ||||||||||
Mark A. Crosswhite (1) | 62,500 | 108,338 | 5,000 | 175,838 | ||||||||||
Noopur Davis (1) | 60,000 | 108,338 | — | 168,338 | ||||||||||
Don DeFosset (1) | 50,000 | — | 5,000 | 55,000 | ||||||||||
Samuel A. Di Piazza, Jr. | 138,750 | 130,010 | 5,000 | 273,760 | ||||||||||
Zhanna Golodryga | 135,000 | 130,010 | — | 265,010 | ||||||||||
J. Thomas Hill (1) | 60,000 | 108,338 | — | 168,338 | ||||||||||
John D. Johns | 146,250 | 130,010 | 5,000 | 281,260 | ||||||||||
Joia M. Johnson | 115,000 | 130,010 | — | 245,010 | ||||||||||
Charles D. McCrary (2) | 150,000 | 787,171 | — | 937,171 | ||||||||||
Ruth Ann Marshall | 132,500 | 130,010 | 5,000 | 267,510 | ||||||||||
James T. Prokopanko | 121,250 | 130,010 | — | 251,260 | ||||||||||
Lee J. Styslinger III | 115,000 | 130,010 | — | 245,010 | ||||||||||
José S. Suquet | 147,500 | 130,010 | 5,000 | 282,510 | ||||||||||
Timothy Vines | 121,250 | 130,010 | — | 251,260 |
Name | Outstanding Restricted Stock Units (#) (1) | ||||
Carolyn H. Byrd | 27,860 | ||||
Mark A. Crosswhite | 5,748 | ||||
Noopur Davis | 5,748 | ||||
Don DeFosset | — | ||||
Samuel A. Di Piazza, Jr. | 33,992 | ||||
Zhanna Golodryga | 6,132 | ||||
J. Thomas Hill | 5,748 | ||||
John D. Johns | 33,992 | ||||
Joia M. Johnson | 6,132 | ||||
Charles D. McCrary | 61,511 | ||||
Ruth Ann Marshall | 33,992 | ||||
James T. Prokopanko | 33,992 | ||||
Lee J. Styslinger III | 33,992 | ||||
José S. Suquet | 33,992 | ||||
Timothy Vines | 33,992 |
2023 Proxy Statement | 25 |
PROPOSAL 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
The Board unanimously recommends you vote “FOR” the ratification of the appointment of EY. |
26 | 2023 Proxy Statement |
PROPOSAL 2-RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
2022 | 2021 | |||||||
Audit fees(1) | $ | 7,472,000 | $ | 7,428,122 | ||||
Audit-related fees(2) | 460,905 | 451,960 | ||||||
Tax fees(3) | 68,431 | 67,085 | ||||||
All other fees(4) | 60,000 | 454,606 | ||||||
Total fees | $ | 8,061,336 | $ | 8,401,773 |
2023 Proxy Statement | 27 |
AUDIT COMMITTEE REPORT |
28 | 2023 Proxy Statement |
PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”) |
The Board unanimously recommends you vote “FOR” the compensation of our NEOs as set forth in this proxy statement. |
2023 Proxy Statement | 29 |
CORPORATE GOVERNANCE |
The following documents are available at ir.regions.com/governance: | |||||||||||
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 | |||||||||||
Commitment to Leadership Diversity with a Version of the Rooney Rule in our Corporate Governance Principles | ||
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. | ||
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. |
30 | 2023 Proxy Statement |
CORPORATE GOVERNANCE |
2023 Proxy Statement | 31 |
CORPORATE GOVERNANCE |
Identification of Candidates | 4 | Assessment, Interviews, and Discussions | 4 | Recommendation and Appointment | 4 | Onboarding | ||||||||||||||||||||||||||||||||||||||||||||
The NCG Committee reviews candidates identified by independent Directors; an independent search firm; associates and management; shareholders; and self-recommendations, among other sources. | 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. | Upon recommendation of the NCG Committee, the Board determines whether to appoint the candidate and optimal committee placement. | 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. | |||||||||||||||||||||||||||||||||||||||||||||||
32 | 2023 Proxy Statement |
CORPORATE GOVERNANCE |
Continually Enhanced Self-Evaluations | 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. | |||||||||||||||||||
Board Operations | 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. | |||||||||||||||||||
One-on-One Discussions | 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. | |||||||||||||||||||
Committee and Full Board Discussions | 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. | |||||||||||||||||||
Focus on Outcomes | 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. | |||||||||||||||||||
Ongoing Evaluations | 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. | |||||||||||||||||||
2023 Proxy Statement | 33 |
CORPORATE GOVERNANCE |
Elements Considered When Evaluating the Board’s Leadership Structure | ||||||||||||||||||||||||||
Comprehensive Corporate Governance Principles that Promote Independent Board Oversight | Ã | Corporate Governance Trends Regarding Board Independence and Leadership Structure | Ã | Independence of Directors and Standing Committee Chairs and Members | Ã | Responsibilities of the Independent Chair or Lead Independent Director | Ã | Shareholder Input (Engagements, Vote Results, and White Papers) |
34 | 2023 Proxy Statement |
CORPORATE GOVERNANCE |
Director Category | Limit on publicly-traded company board and audit committee service, including Regions | ||||
All Directors | 4 boards maximum | ||||
Directors holding an executive officer position | 2 boards maximum | ||||
Directors serving as a board chair or lead independent director | 3 boards maximum | ||||
Directors who serve on Regions’ Audit Committee | 3 audit committees maximum |
2023 Proxy Statement | 35 |
CORPORATE GOVERNANCE |
“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 |
36 | 2023 Proxy Statement |
CORPORATE GOVERNANCE |
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 Committee and Risk Committee | 1 | ||||
Total Board and Committee Meetings Held in 2022 | 40 |
Incumbent Directors’ attendance at Board and committee meetings averaged approximately 94% in 2022. |
2023 Proxy Statement | 37 |
CORPORATE GOVERNANCE |
•Audit Committee •CHR Committee •NCG Committee | •Risk Committee •Technology Committee |
Audit Committee Financial Expert | Independent Chair of the Board | Risk Committee Risk Management Expert | Executive Committee Member |
38 | 2023 Proxy Statement |
CORPORATE GOVERNANCE |
Message from the Audit Committee Chair | In 2022, the Audit Committee continued its oversight of the Company’s financial statements and the financial reporting process, including matters related to internal accounting and financial controls. As the Chair, I meet regularly with the leadership team from internal audit, executives, and other members of management, as well as our independent auditing firm, to preview meeting topics and materials and to gain valuable insight into the scope and results of audit activities. Also during 2022, the Audit Committee monitored Regions’ continued integration activities related to EnerBank USA, Sabal Capital Partners, LLC, and Clearsight Advisors. The Committee received regular updates on critical accounting estimates, including the allowance for credit losses, fair value measurements, intangible assets including goodwill, residential mortgage servicing rights, and income taxes. Audit Committee members received focused training to help the Committee with its oversight of current and emerging matters. Educational sessions covered topics such as the state of the banking industry and industry outlook, perspectives on M&A activity, deposit and lending modernization, and specialized training on BSA/AML and OFAC regulations. In 2023, the Audit Committee will continue to provide robust oversight of the Company’s financial reporting and audit processes while ensuring the Company is prepared to respond to and manage risks and regulatory developments in the year ahead. – José S. Suquet |
Meetings in 2022 | Key Responsibilities: | |||||||
9 plus 1 joint meeting with the Risk Committee | •Assist and advise the Board in monitoring: –Integrity of the Company’s financial statements and the financial reporting process, including matters relating to internal accounting and financial controls –Independent auditor’s qualifications and independence –Performance of the Company’s internal audit function and independent auditor –Compliance with legal and regulatory requirements •Appoint, retain, or replace and oversee the work and compensation of the independent auditor •Pre-approve all auditing services and, subject to certain de minimis exceptions, permitted non-audit services to be performed by the independent auditor •Discuss with management the (i) Company’s major financial risk exposures and (ii) steps management has taken to monitor and control such exposures •Review and discuss financial statements and disclosures that will be filed with the SEC and related matters and judgments •Review and discuss non-GAAP treatment of financial information and the use of such treatment with management •Oversee, review, and evaluate the Company’s relationship with the independent auditor and the independent auditor’s performance and independence •Consider whether, in order to assure continuing auditor independence, there should be regular rotation of the independent auditor •Oversee the Company’s internal audit function, including its planned activities, results of completed activities, budget, and staffing | |||||||
Members | ||||||||
José S. Suquet (Chair) | ||||||||
Mark A. Crosswhite | ||||||||
Samuel A. Di Piazza, Jr. | ||||||||
James T. Prokopanko | ||||||||
Timothy Vines | ||||||||
The Audit Committee Report can be found on page 28. | ||||||||
2023 Proxy Statement | 39 |
CORPORATE GOVERNANCE |
Message from the CHR Committee Chair | In 2022, the CHR Committee welcomed two new members, Joia Johnson, who was an existing Director, and Tom Hill, who joined the Board in the summer of 2022. Both Directors bring to the Board a diverse range of skills and experiences that provide a distinct perspective on the Committee's responsibilities and have allowed them to immediately contribute to the Committee. Additionally, the onboarding process provided the new Committee members with extensive training on the Company’s compensation programs and an opportunity for existing Committee members and management to review them with a fresh set of eyes. Over the past year, the CHR Committee continued its oversight of executive compensation and human capital management. The CHR Committee worked with management to establish corporate performance incentive goals that support the Company’s strategy and directly impact NEO compensation. The CHR Committee also continued its oversight of total rewards, corporate culture, DEI, talent management, management succession planning, and associate conduct. Due to Regions’ mandatory retirement age policy for Directors, I will be retiring from the Board effective as of the annual meeting. Accordingly, the past several months have been spent transitioning and preparing the new Chair of the CHR Committee. It has been a pleasure serving Regions and its stakeholders in this capacity and overseeing management’s strong progress toward the Company’s compensation and human capital goals. – Samuel A. Di Piazza, Jr. |
Meetings in 2022 | Key Responsibilities: | |||||||
6, plus 1 joint meeting with the Board and NCG Committee and 1 joint meeting with the Risk Committee | •Assist and advise the Board in: –Fulfilling its responsibilities relating to the compensation of the executive officers –Ensuring that all executive compensation matters are decided in compliance with all relevant laws, rules, and regulations and in the context of what is fair, appropriate, and reasonable •Regarding the Company’s compensation plans and programs: –Approve the Company’s compensation philosophy and oversee and monitor the plans and programs to determine whether they are properly aligned with the Company’s strategic and financial objectives –Ensure that such plans and programs are supportive of the Company’s risk appetite and tolerances established by the Board –Establish and maintain the appropriate processes and procedures and engage sufficient personnel to manage compensation-related risks •Review and approve all Company goals and objectives relevant to the CEO’s compensation and evaluate the CEO’s performance in light of those goals and objectives •Determine and approve the CEO’s compensation and the compensation of the executive officers and certain other senior officers •Establish and administer performance goals and certify when performance goals have been attained •Review and approve any proposed employment agreement, new hire award, or payment with any prospective or current executive officer •Ensure that the compensation and other incentives granted to the Chief Risk Officer are consistent with providing an objective assessment of the risks taken by the Company, in consultation with the Risk Committee •Review and approve any severance; change-in-control; or similar termination agreement, award, or payment proposed to be made to any current or former executive officer •Approve any new equity compensation plan or any material change to an existing plan where shareholder approval is not required •Review and make recommendations as to the form and amount of Director compensation and the stock ownership guidelines for Directors •Oversee the Company’s Human Capital Management, including but not limited to associate conduct, engagement, and career progression, DEI initiatives and results, performance management, talent management, management succession, total rewards, and employment practices •In coordination with the NCG Committee, oversee CEO succession planning and ESG matters related to Human Capital Management •Oversee corporate culture with a focus on 1) aligning culture and human capital management with the Company’s corporate strategy and 2) ensuring that management’s efforts and programs foster and support a company-wide culture of ethical decision making •Oversee the Company’s Code of Business Conduct and Ethics (“Code of Conduct”) and any other programs related to ethics, business conduct, or conflicts of interest | |||||||
Members | ||||||||
Samuel A. Di Piazza, Jr. (Chair) | ||||||||
J. Thomas Hill | ||||||||
Joia M. Johnson | ||||||||
Ruth Ann Marshall | ||||||||
Timothy Vines | ||||||||
The CHR Committee Report can be found on page 59. | ||||||||
As permitted by its charter, the CHR Committee has delegated certain responsibilities relating to the management and administration of the Company’s employee benefit plans to management’s Benefits Management and Human Resources Committee. Further, the CHR Committee has delegated to the CEO authority to determine and approve annual grants to key associates under the Long Term Incentive Plan, subject to annual grant program guidelines. | ||||||||
40 | 2023 Proxy Statement |
CORPORATE GOVERNANCE |
Message from the NCG Committee Chair | In light of the ever-evolving corporate governance landscape, the NCG Committee has continued to diligently fulfill and enhance its oversight responsibilities in order to meet the heightened expectations from stakeholders around Board governance, Board composition, and ESG. The NCG Committee was pleased to recommend to the Board the additions of Mark Crosswhite, Noopur Davis, and Tom Hill as new Directors in the summer of 2022. Noopur has brought a deep knowledge of technology and cybersecurity, priority areas of focus for the Board, particularly considering the Board’s new Technology Committee and the Company’s ongoing technology transformation initiatives. The extensive experience of Mark and Tom as CEOs of large, regulated companies allowed each to begin contributing to the Board immediately. These new Directors have further contributed to a Board that is engaged, well-balanced, and effectively overseeing management in its execution of Regions’ strategy. In view of upcoming retirements in accordance with Regions’ mandatory retirement age policy for Directors, the Committee remains focused on Board refreshment and diversity. As it contemplates the Board’s future composition, the Committee will maintain a commitment to ensuring the Board’s membership represents a wide variety of backgrounds, skills, and experiences. With respect to ESG, the NCG Committee continues to actively execute its oversight responsibilities through regular updates from management on ESG matters that are of significance to the Company and its stakeholders, as well as reviewing the Company’s ESG-related disclosures prior to publication. As stakeholder perspectives around ESG evolve, the Company continues to seek to align ESG practices and reporting with Regions’ strategy, maintaining a focus on our shared value mission—to achieve superior economic value for our shareholders over time by making life better for our customers, our associates, and our communities. Through this lens, the Committee supports continued progress around the Company’s ESG initiatives and transparent disclosure of those initiatives, in 2023 and beyond. – Ruth Ann Marshall |
Meetings in 2022 | Key Responsibilities: | |||||||
5, plus 1 joint meeting with the Board and CHR Committee | •Assist and advise the Board in: –Identifying, considering, and evaluating individuals qualified to become Board members –Establishing and maintaining effective corporate governance policies and practices, including developing and recommending to the Board a set of corporate governance principles applicable to the Company –Exercising general oversight with respect to corporate governance –Leading the Board and committees in reviewing the Company’s activities and practices regarding ESG matters that are of significance to the Company and its stakeholders –Overseeing the Board’s Director succession planning process •Oversee the Company’s and Directors’ engagement with institutional shareholders, proxy advisors, and other interested parties and assess feedback with respect to corporate governance, ESG, and related matters •Monitor Directors’ service on other boards to ensure that each Director has adequate time to appropriately serve on Regions’ Board •Review and assess the Company’s Corporate Governance Principles •Oversee the Company’s significant practices and reporting with respect to ESG, including reviewing the Company’s ESG strategy, initiatives, and policies and receiving updates from members of management responsible for those activities •Facilitate and oversee the Board’s self-evaluation process •Review and oversee the Company’s CEO succession planning in coordination with the CHR Committee •Oversee proposed changes to the Company’s Certificate of Incorporation, By-Laws, Board committee charters, and other documents and policies in the Company’s corporate governance framework | |||||||
Members | ||||||||
Ruth Ann Marshall (Chair) | ||||||||
Mark A. Crosswhite | ||||||||
Joia M. Johnson | ||||||||
James T. Prokopanko | ||||||||
Lee J. Styslinger III | ||||||||
2023 Proxy Statement | 41 |
CORPORATE GOVERNANCE |
Message from the Risk Committee Chair | During 2022, the Risk Committee effectively monitored parameters and tolerances for risk taking by the Company to ensure the Company remains in alignment with our established risk appetite during times of both economic prosperity and distress. The Risk Committee has provided consistent, focused oversight of credit risk in response to negative economic headwinds, such as record inflation and increasing interest rates. Similarly, the Risk Committee has monitored capital adequacy, business resiliency, model performance, the control environment, and our preparation for a potential recession. Notwithstanding these significant risks, the Risk Committee also effectively monitored other key risks to the Company over the last year, including, but not limited to, heightened regulatory compliance scrutiny, core infrastructure modernization, asset/liability management, environmental and social risk management, cyber and information security, fraud risk management, and third-party risk management, as well as recurring reviews of risk factors associated with business changes made in connection with the Company’s strategic priority to Continuously Improve. Further, the Risk Committee has monitored the ongoing integration of acquisitions in alignment with the Company’s enterprise risk management framework. The Risk Committee will continue to work with management and outside experts with the goal of ensuring prudent and effective risk oversight of the Company within the fast-paced and ever-changing financial services industry. – Johnny Johns |
Meetings in 2022 | Key Responsibilities: | |||||||
4, plus 1 joint meeting with the Audit Committee and 1 joint meeting with the CHR Committee | •Oversee the Company’s enterprise-wide risk management framework, including policies, strategies, and systems established by management to identify, measure, mitigate, monitor, and report major risks, including emerging risks and other enterprise risks •Establish the Board’s risk appetite parameters to be used by management to operate the Company within the Enterprise Risk Appetite Statement •Monitor the Company’s performance to ensure alignment with the tolerance levels articulated in the Enterprise Risk Appetite Statement •In coordination with the CHR Committee, ensure that the compensation of the Chief Risk Officer is consistent with providing an objective assessment of the risks taken by the Company •Approve, at least annually, the contingency funding plan that sets out the Company’s strategies for addressing liquidity needs during liquidity stress events •Oversee the Company’s credit risk rating system and approaches to asset/liability management, including trading and derivatives activities •Oversee the Company’s Credit Review function, including approving the appointment of the Director of Credit Review and reviewing their performance and compensation •Supervise the Company’s efforts to address operational risk, which include information technology/security activities, disaster recovery, business resiliency, crisis management, and third-party risk management •Monitor and oversee the Company’s compliance risk program, including BSA/AML/OFAC activities, and compliance with other legal and regulatory obligations •In coordination with the NCG Committee, oversee matters related to environmental and social risk management, such as climate change | |||||||
Members | ||||||||
John D. Johns (Chair) | ||||||||
Noopur Davis | ||||||||
Zhanna Golodryga | ||||||||
J. Thomas Hill | ||||||||
Lee J. Styslinger III | ||||||||
42 | 2023 Proxy Statement |
CORPORATE GOVERNANCE |
Message from the Technology Committee Chair | Since the formation of the Technology Committee in February 2022, the Committee has continued to oversee and support key transformation and modernization efforts at Regions, as well as several strategic organizational changes. The Technology Committee was pleased to oversee the appointment of Scott Peters as the Chief Transformation Officer and the subsequent creation of the Transformation Office. Additionally, the placement of Dan Massey as the Chief Enterprise Operations and Technology Officer, coupled with additional strategic and organizational changes to the Technology, Operations, Digital and Data Team, has created alignment within the deposit and lending modernization efforts and supported Regions in delivering on key business strategies. In 2023, the Committee will continue to provide oversight with respect to the overall role of technology in executing business strategy and will provide continued support to Regions’ deposit and lending modernization project. – Zhanna Golodryga |
Meetings in 2022 | Key Responsibilities: | |||||||
5 | •Oversee the role of technology in executing the Company’s business strategy, including with respect to the Company’s operations, performance, innovation, management’s activities, and related communications •Monitor the technology expenditures of the Company and its business segments •Supervise significant technology investments in support of the Company’s technology strategy and operations •Monitor technological, digital, and commercial innovation in the Company’s industry and the Company’s related growth and competitive position •Oversee the Company’s innovation and technology acquisition processes •Review critical technology programs and projects with business and information technology personnel to understand the functionality, quality, business benefits, and customer adoption •Supervise the Company’s culture and talent strategy related to technological and digital transformation •Monitor and oversee the Company’s technology operations including, among other things, software development project performance, technical operations performance, technology architecture, quality of digital products and services, significant technology investments, and information technology/security activities •Coordinate with the Risk Committee on risk assessment and management associated with technology-related strategic investments, major technology vendor relationships, and risks associated with information technology and security activities | |||||||
Members | ||||||||
Zhanna Golodryga (Chair) | ||||||||
Noopur Davis | ||||||||
John D. Johns | ||||||||
José S. Suquet | ||||||||
2023 Proxy Statement | 43 |
CORPORATE GOVERNANCE |
OVERSIGHT | |||||||||||||||||||||||||||||||||||||||||
Board of Directors | |||||||||||||||||||||||||||||||||||||||||
•Strategic planning and objectives •Budget and capital planning | |||||||||||||||||||||||||||||||||||||||||
q | |||||||||||||||||||||||||||||||||||||||||
Board-level Committees | |||||||||||||||||||||||||||||||||||||||||
Risk Committee | Audit Committee | CHR Committee | NCG Committee | Technology Committee | |||||||||||||||||||||||||||||||||||||
•Enterprise risk management framework and policies •Performance versus risk appetite and tolerance | •Financial reporting •Internal controls •Independent auditor and Internal Audit function | •Compensation plans and programs •Human Capital Management •Effectiveness of incentives | •Corporate governance •Board succession •Board composition •ESG practices and disclosures | •Information technology/security activities •Technology and digital transformation strategy | |||||||||||||||||||||||||||||||||||||
44 | 2023 Proxy Statement |
CORPORATE GOVERNANCE |
2023 Proxy Statement | 45 |
CORPORATE GOVERNANCE |
46 | 2023 Proxy Statement |
CORPORATE GOVERNANCE |
2023 Proxy Statement | 47 |
CORPORATE GOVERNANCE |
48 | 2023 Proxy Statement |
CORPORATE GOVERNANCE |
2023 Proxy Statement | 49 |
CORPORATE GOVERNANCE |
CHR Committee Members During 2022 | ||
Current Members | ||
Samuel A. Di Piazza, Jr. | ||
J. Thomas Hill | ||
Joia Johnson | ||
Ruth Ann Marshall | ||
Timothy Vines | ||
Former Members | ||
Zhanna Golodryga (until June 30, 2022) | ||
Don DeFosset (retired April 20, 2022) |
Chief Governance Officer | Attention: Chief Governance Officer Governance@regions.com | Regions Financial Corporation 1900 Fifth Avenue North Birmingham, Alabama 35203 | ||||||
Investor Relations | Attention: Investor Relations Investors@regions.com | |||||||
Board of Directors | c/o Office of the Corporate Secretary Attention: Board Communication | |||||||
Independent Chair of the Board | c/o Office of the Corporate Secretary Attention: Independent Chair of the Board | |||||||
Audit Committee of the Board | c/o Office of the Corporate Secretary Attention: Chair of the Audit Committee |
50 | 2023 Proxy Statement |
ENVIRONMENTAL AND SOCIAL PRACTICES |
4 | 2019 | 4 | 2020 | 4 | 2021 | 4 | 2022 | 4 | ||||||||||||||||||||||||||||||||||||||||||
•Implemented a version of the Rooney Rule for Board candidate searches •Appointed an independent Chair of the Board •Onboarded a diverse Director •Released our first disclosure aligned with the SASB Standards •Adopted our Human Rights Statement •Created our Supplier Code of Conduct •Became a Ceres Company Network Member | •Launched an online ESG Resource Center •Implemented a version of the Rooney Rule for Section 16 Officer candidate searches •Instituted an Environmental & Social Risk Management program •Formed the Regions Community Development Corporation •Achieved target to reduce operational Greenhouse Gas (“GHG”) emissions by 30% | •Established a management-level ESG Leadership Council •Onboarded a diverse Director •Released our first disclosure aligned with the TCFD Recommendations •Released our first Workforce Demographics Report •Announced a new operational GHG emissions reduction target •Began obtaining external assurance for Scope 1 & 2 GHG emissions | •Established a Technology Committee of the Board •Onboarded a diverse Director •Surpassed our 2-year, $12 million commitment to advancing economic empowerment for communities of color •Launched a DEI Executive Council •Held the first Women of Regions Symposium •Joined the Partnership for Carbon Accounting Financials (“PCAF”) | |||||||||||||||||||||||||||||||||||||||||||||||
2023 Proxy Statement | 51 |
ENVIRONMENTAL AND SOCIAL PRACTICES |
OVERSIGHT | |||||||||||||||||||||||||||||||||||||||||
Board of Directors | |||||||||||||||||||||||||||||||||||||||||
•Strategic Plan, including ESG-specific objectives •Annual budget, including ESG-related investments •Capital planning, including ESG-related expenditures | |||||||||||||||||||||||||||||||||||||||||
q | |||||||||||||||||||||||||||||||||||||||||
Board-Level Committees | |||||||||||||||||||||||||||||||||||||||||
NCG Committee | Risk Committee | CHR Committee | Audit Committee | Technology Committee | |||||||||||||||||||||||||||||||||||||
Oversees: •ESG strategies, initiatives, and practices •Voluntary ESG disclosures •Stakeholder engagement on ESG issues | Oversees: •ESG alignment within Enterprise Risk Appetite Statement, Risk Management Framework, and Risk Library •ESRM program | Oversees: •Associate compensation and benefits •Corporate culture and Code of Conduct •DEI practices •Talent management and succession planning | Oversees: •Functioning of Company’s internal controls and disclosure •Disclosure of material ESG matters | Oversees: •Company’s culture and talent strategy related to technological and digital transformation •Information technology and security | |||||||||||||||||||||||||||||||||||||
q |
EXECUTION | ||||||||||||||||||||||||||||||||||||||
Management-Level Committees | ||||||||||||||||||||||||||||||||||||||
Executive Leadership Team | ESG Leadership Council | Disclosure Review Committee | Risk Governance Committees | |||||||||||||||||||||||||||||||||||
•Evaluates ESG considerations within strategic planning •Oversees ESG Leadership Council •Consists of senior management, including NEOs | •Maintains aggregated view of ESG-related risks and opportunities, leveraging internal and external inputs •Provides guidance and direction on internal initiatives | •Reviews ESG-related disclosures in SEC reporting •Provides feedback on voluntary ESG disclosures | •Monitor ESG-related updates to Risk Library •Review ESG-related metrics’ performance to assess adherence to risk tolerance •Supervise enterprise risk assessments incorporating ESG risks | |||||||||||||||||||||||||||||||||||
A majority of our Director nominees have identified themselves as having considerable or extensive experience in key ESG areas: | Corporate Governance | Customer Focus and Community Engagement | Environmental Sustainability Practices | Executive Compensation and Benefits | Human Capital Management | |||||||||||||||||||||||||||||||||
11 Directors | 12 Directors | 8 Directors | 11 Directors | 13 Directors | ||||||||||||||||||||||||||||||||||
Regions’ key stakeholders include: | Beyond these engagements, Regions also actively participates in several industry groups, including through organizations such as the American Bankers Association, the Bank Policy Institute, the Society for Corporate Governance, and the Risk Management Association. These groups allow us to share ideas and discuss developments that further inform our own internal approach to ESG. We also regularly engage with Ceres, a sustainability-focused nonprofit organization, on our policies, practices, and disclosures. We have been a Ceres Company Network member since 2019. | ||||||||||||||||||||||||||||
Shareholders | Customers | ||||||||||||||||||||||||||||
Associates | Communities | ||||||||||||||||||||||||||||
Regulators & Policymakers | Nonprofit Organizations | ||||||||||||||||||||||||||||
Standards-Setting Organizations | ESG Data Providers & Proxy Advisory Firms | ||||||||||||||||||||||||||||
52 | 2023 Proxy Statement |
ENVIRONMENTAL AND SOCIAL PRACTICES |
Financially inclusive products and services | •Regions Now Banking® suite of products and services •Affordable housing financing, including Regions FirstHome Assist Down Payment Assistance program •Investments and loans made through the Regions Community Development Corporation for projects and entities with a community development purpose •Mortgage lending in low- and moderate-income communities and to low- and moderate-income borrowers | |||||||||||||
Resources to help meet customers’ financial needs | •Launched a multi-year initiative to create the next generation of customer experience and core banking platforms •Leveraged a leading financial health score toolkit and digital technology through Regions Greenprint® •Sustained Regions InvestPathTM digital investing solution to simplify investing •Maintained expanded suite of Regions Now Banking® products and services •Completed EnerBank’s first year as Regions’ consumer home improvement lending business | |||||||||||||
Fair and responsible banking as a basic responsibility | •Treating prospective and existing customers in a manner that is equitable, transparent, and consistent with laws and regulations •Making our financial products and services available to prospective and existing customers on a fair and responsible basis •Providing clarity and transparency when interacting with our customers to help them make educated decisions about the products and services that best fit their needs •Consistently applying the needs-based approach to helping customers achieve their financial goals | |||||||||||||
Deposit account policy changes | •Eliminated overdraft protection transfer fees •Reduced daily cap for overdraft occurrences •Eliminated all NSF fees •Provided early access to direct deposits •Made small-dollar lines of credit available to qualifying customers | |||||||||||||
… cultivating a more diverse, equitable, and inclusive culture | … investing in talent and enablement | … maintaining a safe and healthy working environment | |||||||||||||||||||||||||||||||||||||||
] | Established the DEI Executive Council to provide input and guidance over DEI programs and priorities | ] | Introduced the Regions LEADS program to provide leadership training to all associates | ] | Provided a toll-free number and website that are available 24 hours a day, 7 days a week for associates to report legal, regulatory, or internal issues in confidence | ||||||||||||||||||||||||||||||||||||
] | Continued to expand DEI Networks | ] | Expanded Degreed learning platform enterprise-wide | ] | Expanded parental leave policies for birth mothers, fathers, and adoptive parents | ||||||||||||||||||||||||||||||||||||
] | Introduced internal DEI training | ] | Provided tuition-free education opportunities through Guild Education | ] | Reinforced our Code of Conduct through guidelines addressing harassment, retaliation, workplace violence, and abusive conduct | ||||||||||||||||||||||||||||||||||||
] | Held the first Women of Regions Symposium | ||||||||||||||||||||||||||||||||||||||||
2023 Proxy Statement | 53 |
ENVIRONMENTAL AND SOCIAL PRACTICES |
Executing our 3 strategic priorities: | Honoring our commitments: | |||||||||||||||||||||||||||||||||||||||||||
Advancing Economic and Community Development | Supporting Education and Workforce Readiness | Increasing Financial Wellness | In 2020, we committed to investing $12 million over 2 years to help foster racial equity and economic empowerment in communities of color. In that period, we more than doubled that pledge, with over $31 million in investments by Regions Bank and the Regions Foundation. | |||||||||||||||||||||||||||||||||||||||||
Worked with CDFIs and MDIs to invest equity and technical assistance in underserved communities, and to allow their customers to use Regions’ ATM network without an out-of-network fee | Partnered with non-profits, community colleges, and chambers of commerce to help unemployed or underemployed individuals secure career-enhancing credentials and employment | Helped people navigate medical financial hardships through new online modules and a grant to eliminate their medical debts | ||||||||||||||||||||||||||||||||||||||||||
We have committed to reducing our gross Scope 1 and Scope 2 location-based greenhouse gas emissions by 50% by the end of 2030. | ||||||||
This goal was informed by the guidance provided by the Science Based Targets Initiative and aligns with the Well Below 2ºC model. We chose 2019 as our baseline year, given the fluctuations in facility usage during the COVID-19 pandemic. |
54 | 2023 Proxy Statement |
OWNERSHIP OF REGIONS COMMON STOCK |
Amount and Nature of Beneficial Ownership | ||||||||
Name and Address of Beneficial Owner | Number of Common Shares | Percent of Class | ||||||
BlackRock, Inc. (and subsidiaries) (1) 55 East 52nd Street New York, New York 10055 | 94,712,764 | 10.13% | ||||||
State Street Corporation (and subsidiaries) (2) One Lincoln Street Boston, Massachusetts 02111 | 50,287,929 | 5.38% | ||||||
The Vanguard Group, Inc. (and subsidiaries) (3) 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | 109,685,449 | 11.74% |
2023 Proxy Statement | 55 |
OWNERSHIP OF REGIONS COMMON STOCK |
Name of Beneficial Owner | Shares of Common Stock | Shares of Common Stock That May Be Acquired Within 60 Days from Record Date(1) | Total Number of Shares Beneficially Owned | Percent of Class | ||||||||||
Current Directors including Nominees for Director | ||||||||||||||
Mark A. Crosswhite (2) | 480 | 5,802 | 6,282 | * | ||||||||||
Noopur Davis | 50 | 5,802 | 5,852 | * | ||||||||||
Samuel A. Di Piazza, Jr. | 18,731 | 0 | 18,731 | * | ||||||||||
Zhanna Golodryga | 29,270 | 6,189 | 35,459 | * | ||||||||||
J. Thomas Hill | 5,452 | 5,802 | 11,254 | * | ||||||||||
John D. Johns (3) | 67,296 | 0 | 67,296 | * | ||||||||||
Joia M. Johnson (4) | 7,726 | 0 | 7,726 | * | ||||||||||
Ruth Ann Marshall | 103,874 | 0 | 103,874 | * | ||||||||||
Charles D. McCrary | 142,200 | 0 | 142,200 | * | ||||||||||
James T. Prokopanko | 18,731 | 0 | 18,731 | * | ||||||||||
Lee J. Styslinger III | 130,048 | 0 | 130,048 | * | ||||||||||
José S. Suquet (5) | 31,527 | 0 | 31,527 | * | ||||||||||
John M. Turner, Jr. (6) | 494,615 | 501,263 | 995,878 | * | ||||||||||
Timothy Vines | 5,590 | 0 | 5,590 | * | ||||||||||
Other Named Executive Officers (See Summary Compensation Table beginning on page 86) | ||||||||||||||
David J. Turner, Jr. (7) | 218,475 | 140,903 | 359,378 | * | ||||||||||
C. Matthew Lusco | 83,140 | 119,203 | 202,343 | * | ||||||||||
Ronald G. Smith (8) | 270,973 | 92,997 | 363,970 | * | ||||||||||
C. Dandridge Massey | 0 | 0 | 0 | * | ||||||||||
Other executive officers as a group | 148,577 | 343,490 | 492,067 | * | ||||||||||
Directors and executive officers as a group (23 persons) | 1,776,755 | 1,221,451 | 2,998,206 | * |
56 | 2023 Proxy Statement |
OWNERSHIP OF REGIONS COMMON STOCK |
Director Stock Ownership Guidelines | Non-management Directors are expected to own shares of Regions common stock with a value equal to or in excess of 5 times the value of the cash portion of their annual retainer. Until such time as the minimum level of stock ownership is achieved, the Director shall be required to retain 50 percent of the after-tax net shares acquired as a part of any compensatory arrangement, unless granted an exception by the NCG Committee upon showing a hardship or other special circumstances. | ||||
Executive Officer Stock Ownership Guidelines | Executive officers are required to own Regions common stock having a value that is a specified multiple of their base salary. The multiple varies based on the tier designation, which in turn reflects the executive officer’s level of responsibility and compensation. The minimum holding amount for our CEO is 6 times base salary, and the minimum holding amount for the other NEOs is 3 times base salary. Until such time as the minimum level of stock ownership is achieved, the executive officer shall be required to retain 50 percent of the after-tax net shares acquired as a part of any compensatory arrangement, unless granted an exception by the CHR Committee upon showing a hardship or other special circumstances. |
2023 Proxy Statement | 57 |
OWNERSHIP OF REGIONS COMMON STOCK |
No Director or executive officer has shares that are pledged or otherwise available to a lender as security, and all Directors and executive officers are in full compliance with Regions’ anti-hedging and anti-pledging policies. |
58 | 2023 Proxy Statement |
COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT |
2023 Proxy Statement | 59 |
COMPENSATION DISCUSSION AND ANALYSIS |
What We Do | ||||||||
ü | Pay for Performance (pages 64-75) | Executive pay decisions are made to ensure that the majority of total direct compensation is at-risk and not guaranteed. | ||||||
ü | Evaluate Performance Using a Combination of Balanced Performance Metrics (pages 67-71) | We evaluate both corporate and individual performance in our annual incentive plans. Performance is compared to internal expectations, budgets, and strategic plans, and includes non-financial metrics important to our stakeholders. | ||||||
ü | Require Strong Stock Ownership and Retention of Equity (pages 82-83) | Each of our Directors and Named Executive Officers (“NEOs”) must meet robust stock ownership guidelines to ensure their interests are tied to those of our shareholders. Guidelines include a rigorous 6x base pay ownership requirement for our CEO and 3x for other executive officers, including the other NEOs. | ||||||
ü | Provide for a Strong Clawback Policy Covering Both Cash and Equity Incentives (page 81) | The CHR Committee has wide latitude to cancel or reduce any current or future incentive compensation if awarded based on materially inaccurate performance metrics or if an executive has engaged in excessively risky or detrimental conduct. The CHR Committee has further authority to recapture incentive compensation if determined to be in the best interests of the Company and our shareholders. The policy is reviewed at least annually by the CHR Committee and will be updated to comply with the final clawback rule that is to be adopted by the NYSE. |
60 | 2023 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
What We Do | ||||||||
ü | Require Double Trigger Change-in-Control Provisions (pages 83-84) | Our change-in-control agreements, Executive Severance Plan, and long-term incentive awards require both a change-in-control and a qualifying termination of employment (a so-called “double trigger”) to trigger payment. No awards or benefits are paid only upon a change-in-control (a so-called “single trigger”). | ||||||
ü | Use an Independent Compensation Consultant (pages 78-79) | The CHR Committee retains an independent compensation consultant who performs no other work for the Company. | ||||||
ü | Listen to and Engage with Our Shareholders (pages 31 and 64) | We conduct an annual advisory Say-on-Pay vote and actively review the results as we make program decisions. Additionally, as a part of our corporate governance shareholder engagement program, we solicit feedback regarding our compensation programs from shareholders and proxy advisors and consider any other shareholder comments we receive. |
What We Don’t Do | ||||||||
X | No Incentive Plans that Encourage Excessive Risk Taking | Protecting against unreasonable risk is a core guiding principle of our compensation philosophy and is demonstrated by balanced program design; multiple and competing performance measures; clawback and other enterprise-wide risk-related policies; and robust governance and oversight processes to identify, measure, mitigate, monitor, and report risk. Our comprehensive risk assessment of incentive plans by our Risk Management Group, including our CRO, validates our belief that none of our compensation programs create risks that are reasonably likely to have a material adverse impact on the Company. | ||||||
X | No Employment Agreements for Executive Officers | Our executive officers are at-will employees with no employment contracts. | ||||||
X | No Tax Gross-Ups on Perquisites (“Perks”) | We do not provide tax gross-ups to any NEOs for any taxable perk provided, and we have not entered into any agreements that permit excise tax gross-ups on change-in-control payments since 2011. | ||||||
X | No Repricing of Underwater Options | We do not reprice “out-of-the-money” stock options. Regions has not granted options since 2011, and none of our NEOs hold any options. | ||||||
X | No Hedging, Pledging, or Short Sales | We do not permit our associates or Directors to hedge or short-sell Regions securities. Additionally, our executive officers and Directors are prohibited from pledging Regions securities against other debt. | ||||||
X | No Dividends or Dividend Equivalents on Unvested Grants | We do not pay dividends or dividend equivalents on shares or units that are not vested. We issue dividend and dividend equivalent payments at the end of a performance period only on shares and units that ultimately vest. | ||||||
X | No Excessive Perks | The CHR Committee has eliminated most perks, and those that remain are monitored to ensure they continue to be based on sound business rationale. |
2023 Proxy Statement | 61 |
COMPENSATION DISCUSSION AND ANALYSIS |
62 | 2023 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
2. Set Pay Levels and Targets | ||||||||
During the first quarter, the CHR Committee generally establishes current compensation by targeting pay levels, as well as the performance requirements executives must achieve in order to receive performance-based pay elements: | ||||||||
Set Competitive Target Pay Levels | Establish Incentive Plan Metrics, Targets, and Other Requirements | |||||||
•Establishes the target pay levels for each executive based on the competitive data previously reviewed as well as the recommendations of the independent compensation consultant and the CEO (when appropriate for executive officers other than himself). •Considers, but does not specifically target, the 50th percentile of total direct compensation (the sum of base salary, short-term annual incentive compensation, and long-term incentive compensation grants) using a competitive set of peer organizations and other competitors for talent. •May set one or more components of compensation for an executive at a level above or below the 50th percentile if it is determined to be appropriate due to either the experience or performance of an individual executive or the needs or specific circumstances of the Company. | •Reviews previously approved business plans and sets performance targets for both short- and long-term performance plans based on previous discussions and presentations to the CHR Committee and the full Board. •Requires budgeted performance levels to generally be achieved for target payout levels to be paid. Corporate financial performance is modeled under various scenarios. •Sets meaningful threshold and maximum performance levels so executive officers are appropriately incented to achieve results while not being incented to take excessive risk to achieve compensation payments. •Bases short-term incentive plans on the Company’s budget and internal goals while setting expectations for long-term plan metrics based upon performance compared to internal goals and relative performance as compared to peers. To measure relative performance, uses a performance peer group that is reviewed and determined on an annual basis. For more information about our performance peer group, which is slightly different than our compensation peer group, see pages 79-80 in the Other Policies and Practices Impacting Compensation Decisions subsection. |
2023 Proxy Statement | 63 |
COMPENSATION DISCUSSION AND ANALYSIS |
Name | Principal Position | ||||
John M. Turner, Jr. | President and CEO (“CEO”) | ||||
David J. Turner, Jr. | Chief Financial Officer (“CFO”) | ||||
C. Matthew Lusco | Chief Risk Officer (“CRO”) | ||||
Ronald G. Smith | Head of Corporate Banking Group | ||||
C. Dandridge Massey | Chief Enterprise Operations and Technology Officer (effective May 9, 2022) |
64 | 2023 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
2023 Proxy Statement | 65 |
COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Component | Key Compensation and Performance Decisions | |||||||
2022 Base Salaries | In early 2022, after consideration of performance and market benchmark data for the roles, and in consultation with its independent compensation consultant, the CHR Committee approved increases to base salaries for the four NEOs employed at the time: 7.5% for Mr. J Turner, 4% for Mr. D. Turner, 4% for Mr. Lusco, and 7% for Mr. Smith. Mr. Massey’s base salary was established upon hire in May 2022. | |||||||
Annual Cash Incentive Compensation Awards | 2022 NEO Targets: •For the CEO, the CHR Committee considered competitive market information, as well as individual performance and contribution to the Company, in determining an increase in annual cash incentive target opportunity, from 170 percent to 180 percent of base pay earnings. •The target incentive opportunity for other NEOs remained at the prior year’s level. •Mr. Massey’s target annual cash incentive opportunity was aligned with other executives upon hire. | Company Performance (70%): •Subject to meeting certain capital and liquidity performance thresholds. •Strong corporate performance compared to 2022 goals resulted in the achievement of 187 percent of target expectations, generating annual incentive payments above target. Individual Performance (30%): •Individual performance ranged from 80 percent to 180 percent of goal. In | ||||||
Long-Term Incentives | 2022 NEO Targets: •With consideration given to performance, individual contribution, and benchmark data, the CHR Committee approved a $200,000 increase to the long-term incentive target for Mr. Smith. Targets for all other NEOs remained at the prior year’s level. •Consistent with previous years, long-term incentive grants were divided equally among restricted stock units, performance share units, and performance cash units. | Company Performance: •Subject to meeting certain capital and liquidity performance thresholds. •While the CHR Committee considers the grants made in 2022 to be current-year compensation, it is important to also recognize and evaluate the impact of performance on prior years’ awards in ensuring executive compensation is in line with performance. •For the three-year performance period ending December 31, 2022, the CHR Committee determined based on results that the 2020-2022 long-term incentive awards (granted in April 2020) will pay out at 150 percent of target. | ||||||
New Hire Compensation | On May 9, 2022, Mr. Massey joined Regions as the Chief Enterprise Operations and Technology Officer. 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. Mr. Massey’s offer of employment included a one-year non-solicitation of Regions’ employees, independent contractors, and vendors. |
66 | 2023 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
Base Salary Change | 2022 Annualized Base Salary | 2022 Annual Incentive (1) | 2022 Long-Term Incentive | 2022 Total Target Compensation (2) | |||||||||||||||||||||||||||||||
Name | Previous Target | 2022 Target | Target Annual Incentive | Target Change | Target | ||||||||||||||||||||||||||||||
John M. Turner, Jr. | ñ | 7.5% | $ | 1,075,000 | ñ | 170% | 180% | $ | 1,935,000 | ó | $ | — | $ | 5,250,000 | $ | 8,260,000 | |||||||||||||||||||
David J. Turner, Jr. | ñ | 4% | $ | 690,000 | ó | 115% | 115% | $ | 793,500 | ó | $ | — | $ | 1,500,000 | $ | 2,983,500 | |||||||||||||||||||
C. Matthew Lusco | ñ | 4% | $ | 605,000 | ó | 115% | 115% | $ | 695,750 | ó | $ | — | $ | 1,200,000 | $ | 2,500,750 | |||||||||||||||||||
Ronald G. Smith | ñ | 7% | $ | 575,000 | ó | 115% | 115% | $ | 661,250 | ñ | $ | 200,000 | $ | 1,200,000 | $ | 2,436,250 | |||||||||||||||||||
C. Dandridge Massey (3) | New hire effective May 9, 2022. See footnote 3 for details. |
2023 Proxy Statement | 67 |
COMPENSATION DISCUSSION AND ANALYSIS |
Plan | Annual Incentive Plan | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Plan Components | 70% Corporate Performance | + | 30% Individual Performance | = | Total Performance | ||||||||||||||||||||||||||||||||||||||||||||||||
Performance Metrics | 50% Adjusted Net Income Available to Common Shareholders | 50% Adjusted Efficiency Ratio | Strengthen Financial Performance | Enhance Risk Management | Focus on the Customer | Build the Best Team | Continuous Improvement | ||||||||||||||||||||||||||||||||||||||||||||||
Modifier | Customer Service (+/- 10%) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Safety & Soundness Requirements | Capital & Liquidity Thresholds (up to -40%) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
68 | 2023 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
Required Reductions | Goal | Result | Required Reduction Indicated? | |||||||||||||||||
Primary Liquidity Level | Low Risk or Better | Low Risk | NO | |||||||||||||||||
Capital Action Decision Tree Status | Monitoring or Deploy | Monitoring | NO |
2023 Proxy Statement | 69 |
COMPENSATION DISCUSSION AND ANALYSIS |
Name | Individual Performance Rating | Comments | ||||||
John M. Turner, Jr. | 180% | •Strong full-year reported earnings of $2.1 billion and net interest income of $4.8 billion and industry leading returns on both average tangible equity and total shareholder return •Interest rate risk management and balance sheet hedging program effectively neutralized exposure to rate changes, supporting Net Interest Income growth throughout 2022 •Effectively led through economic and geopolitical challenges with a customer-centric purpose-driven approach focused on soundness, profitability, and growth •Consistently delivered top decile customer service and received awards and recognition for Regions commitment to customers •Improved the customer experience and drove revenue growth and diversification through the integration of acquired firms into Regions, including home improvement lender EnerBank USA, capital markets firms Sabal Capital Partners and Clearsight Advisors and Ascentium Capital •In support of Regions’ strategic plan, launched business-led technology-enabled transformation initiative with the customer at the center of every decision •Established and chairs the DEI Executive Council to provide input and guidance for the corporate DEI strategic priorities, build traction and support of DEI programs, and build leader accountability •Sets the DEI “tone at the top,” making steady and consistent progress in strengthening the Company’s focus and building a more diverse talent base | ||||||
David J. Turner, Jr. | 175% | •Superior performance in management of interest rate risk within risk appetite, which was a key driver of revenue outperformance relative to budget in 2022 •Strong balance sheet positioning, interest rate risk management, and credit risk management resulted in the generation of $2.1 billion in reported earnings •Exceeded budget expectations with 3.5% operating leverage and an efficiency ratio of 56% •Demonstrated emphasis on diversity, equity, and inclusion through strategic hiring, intentional onboarding, transition management, and the Women in Finance initiative •Collaborated with leadership to improve financial reporting, identify risks, and drive improved results | ||||||
C. Matthew Lusco | 80% | •Though strong financial risk management was demonstrated, there is an opportunity for continued improvement in non-financial risk and control environments •Strong credit risk management led to superior credit quality and performance throughout 2022 evidenced by historic low adjusted charge-offs which were significantly better than budget •Executed targeted actions to codify lessons learned from the pandemic into improved risk management tools/activities/processes to manage performance within the Company’s stated risk appetite •Enhanced alignment of Regions Risk Appetite Statement with our ESG strategy and enhanced the ESG scenario analysis methodology to incorporate a risk layering dimension and leverage insights from OakNorth, S&P and Moody’s. Results were included in the 2022 TCFD statement •Implemented multiple continuous improvement projects utilizing processing models, data solutions, and machine learning across the organization to enhance working efficiencies and data accuracy, yield significant cost savings, and expand coverage capacity without increasing headcount •Supported DEI efforts sponsoring and participating in Women of Risk events and steering strategic recruiting efforts |
70 | 2023 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
Name | Individual Performance Rating | Comments | ||||||
Ronald G. Smith | 175% | •Exceeded budgeted revenue target for Corporate Banking Group and improved the diversification of the revenue composition •Improved the customer experience and increased revenue growth through the integration of acquired firms Ascentium, Sabal and Clear Sight Advisors •Grew the Corporate Banking Group portfolio through substantial new client acquisition and growth from existing client base producing diverse revenue across multiple industries and geographies •Focused on continuous improvement through the use of data and analytics and technology platforms designed to improve underwriting interest rate sensitivity analysis, transaction screening, and cash management •Diligent underwriting, credit servicing, and risk management practices resulted in net charge offs exceeding budget and performing within risk appetite •Demonstrated DEI commitment through sponsorship of the Atlanta DEI Network, serving on the Company’s DEI Council, and focusing on diverse and strategic hiring practices | ||||||
C. Dandridge Massey | 150% | •Implemented a restructured technology, operations, digital and data organization designed to align with strategic objectives, provide end-to-end technology and operations support to the business segments and transformation efforts, and staffed to maximize internal talent with external hires to fill talent gaps •Strategic recruiting and candidate identification, succession planning, and hiring met talent needs and increased the diversity of leadership teams •Delivered personalization and improved client experience through data analytics and solutions in Mortgage Fulfillment and Servicing, Lending Operations, and Treasury Management •Implemented customer-centered solutions such as an early direct deposit feature making consumers’ paychecks available up to two days early; upgrades to iTreasury, the online banking platform for businesses; and information security enhancements •Achieved 100% participation in the DEI Networks where technology, operations, data, and digital has associate presence |
Name | 2022 Target Incentive (1) | Total Incentive Received | ||||||
John M. Turner, Jr. | $1,899,173 | $3,511,571 | ||||||
David J. Turner, Jr. | $785,626 | $1,440,839 | ||||||
C. Matthew Lusco | $689,418 | $1,067,908 | ||||||
Ronald G. Smith | $649,042 | $1,190,344 | ||||||
C. Dandridge Massey (2) | $437,885 | $770,239 |
2023 Proxy Statement | 71 |
COMPENSATION DISCUSSION AND ANALYSIS |
72 | 2023 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
2023 Proxy Statement | 73 |
COMPENSATION DISCUSSION AND ANALYSIS |
EPS Growth Metric — 50% Weight | |||||||||||||||||||||||
Peer Group | Payout Opportunity for EPS Growth Goal | ||||||||||||||||||||||
Relative EPS Growth (3-year cumulative CAGR) | Max | 75 %ile | 50% | 75% | 100% | 125% | 150% | ||||||||||||||||
Target | 50 %ile | 25% | 50% | 75% | 100% | 125% | |||||||||||||||||
Thresh. | 25 %ile | 0% | 25% | 50% | 75% | 100% | |||||||||||||||||
Significantly Below Target | Below Target | Slightly Below Target | Target | Above Target | |||||||||||||||||||
Regions’ Absolute Adjusted EPS Growth (3-year cumulative CAGR) | |||||||||||||||||||||||
”CAGR” - Compound Annual Growth Rate |
74 | 2023 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
2023 Proxy Statement | 75 |
COMPENSATION DISCUSSION AND ANALYSIS |
76 | 2023 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
No additional pension benefits | •2022 annual change in pension value is not due to any modifications to the existing pension program or formulas. | ||||
•Regions’ Retirement Plan was closed to new participants in 2007; only approximately 13 percent of our associates remain participants in the plan. | |||||
Annual changes primarily driven by macroeconomic and non-performance factor changes | •For most participants, the change is a result of an additional year of service, the passage of time, and changes in the discount rate and mortality table. | ||||
•Traditional pension plans are extremely sensitive to interest rate changes, which are macroeconomic factors out of the Company’s control. | |||||
•Unlike the annual and long-term incentive plans, which are performance based, pension values are driven mostly by non-performance factors. | |||||
•Our SERP benefit formula is a “final average earnings” formula using the highest three consecutive years of eligible compensation. As a result, increases in eligible compensation can have a significant impact on the change in pension value when the years of higher pay replace lower values in the three-year average calculation. |
2023 Proxy Statement | 77 |
COMPENSATION DISCUSSION AND ANALYSIS |
78 | 2023 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
2023 Proxy Statement | 79 |
COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Peer Group | ||||||||
Company | 12/31/2022 Assets ($ in millions) | 12/31/2022 Market Cap ($ in millions) | ||||||
U.S. Bancorp | 674,805 | 66,767 | ||||||
PNC Financial Services Group, Inc. | 557,263 | 63,334 | ||||||
Truist Financial Corporation | 555,255 | 57,093 | ||||||
Capital One Financial Corporation(1) | 455,249 | 35,446 | ||||||
Citizens Financial Group Incorporated | 226,733 | 19,381 | ||||||
Fifth Third Bancorp | 207,452 | 22,422 | ||||||
M&T Bank Corporation | 200,730 | 24,556 | ||||||
KeyCorp | 189,813 | 16,259 | ||||||
Huntington Bancshares Incorporated | 182,906 | 20,347 | ||||||
Regions Financial Corporation | 155,220 | 20,137 | ||||||
Zions Bancorporation | 89,545 | 7,308 | ||||||
Comerica Incorporated | 85,406 | 8,755 | ||||||
First Horizon Corporation | 78,953 | 13,157 | ||||||
Synovus Financial Corporation | 59,731 | 5,463 |
Performance Peer Group | ||||||||
Company | 12/31/2022 Assets ($ in millions) | 12/31/2022 Market Cap ($ in millions) | ||||||
U.S. Bancorp | 674,805 | 66,767 | ||||||
PNC Financial Services Group, Inc. | 557,263 | 63,334 | ||||||
Truist Financial Corporation | 555,255 | 57,093 | ||||||
Citizens Financial Group Incorporated | 226,733 | 19,381 | ||||||
Fifth Third Bancorp | 207,452 | 22,422 | ||||||
M&T Bank Corporation | 200,730 | 24,556 | ||||||
KeyCorp | 189,813 | 16,259 | ||||||
Huntington Bancshares Incorporated | 182,906 | 20,347 | ||||||
Regions Financial Corporation | 155,220 | 20,137 | ||||||
Zions Bancorporation | 89,545 | 7,308 | ||||||
Comerica Incorporated | 85,406 | 8,755 | ||||||
First Horizon Corporation | 78,953 | 13,157 | ||||||
Synovus Financial Corporation | 59,731 | 5,463 | ||||||
Hancock Whitney Corporation(1) | 35,184 | 4,159 |
80 | 2023 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
Regions’ Clawback Policy is reviewed at least annually by the CHR Committee. |
2023 Proxy Statement | 81 |
COMPENSATION DISCUSSION AND ANALYSIS |
The risks arising from our compensation plans, policies, and practices are not reasonably likely to have a material adverse effect on the Company. |
82 | 2023 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
Name | Ownership Requirement | Approximate Stock Value Required to be Held | Holds Required Amount | Percent of Required Amount Owned | ||||||||||
John M. Turner, Jr. | 6 X Base Pay | $6,450,000 | Yes | 302% | ||||||||||
David J. Turner, Jr. | 3 X Base Pay | $2,070,000 | Yes | 398% | ||||||||||
C. Matthew Lusco | 3 X Base Pay | $1,815,000 | Yes | 222% | ||||||||||
Ronald G. Smith | 3 X Base Pay | $1,725,000 | Yes | 484% | ||||||||||
C. Dandridge Massey (1) | 3 X Base Pay | $1,800,000 | No | 68% |
Regions’ policy prohibits hedging and the pledging of Regions equity securities as collateral. |
2023 Proxy Statement | 83 |
COMPENSATION DISCUSSION AND ANALYSIS |
84 | 2023 Proxy Statement |
COMPENSATION OF EXECUTIVE OFFICERS |
2023 Proxy Statement | 85 |
COMPENSATION OF EXECUTIVE OFFICERS |
Name & Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) | Total Without Change in Pension Value ($) * | ||||||||||||||||||||
John M. Turner, Jr. (6) President and Chief Executive Officer | 2022 | 1,055,096 | — | 3,305,994 | 6,011,572 | 3,885,359 | 294,344 | 14,552,365 | 10,667,006 | ||||||||||||||||||||
2021 | 1,000,000 | — | 3,767,112 | 4,415,533 | 4,883,636 | 200,796 | 14,267,077 | 9,383,441 | |||||||||||||||||||||
2020 | 993,558 | — | 3,328,484 | 2,405,050 | 6,914,629 | 190,795 | 13,832,516 | 6,917,887 | |||||||||||||||||||||
David J. Turner, Jr. Chief Financial Officer | 2022 | 683,153 | — | 944,551 | 2,140,840 | — | 126,257 | 3,894,801 | 3,894,801 | ||||||||||||||||||||
2021 | 664,200 | — | 1,203,375 | 1,760,857 | — | 105,285 | 3,733,717 | 3,733,717 | |||||||||||||||||||||
2020 | 664,200 | — | 931,963 | 1,299,922 | 1,821,210 | 100,843 | 4,818,138 | 2,996,928 | |||||||||||||||||||||
C. Matthew Lusco Chief Risk Officer | 2022 | 599,493 | — | 755,658 | 1,667,908 | 317,952 | 124,360 | 3,465,371 | 3,147,419 | ||||||||||||||||||||
2021 | 584,250 | — | 973,989 | 1,518,881 | 427,811 | 94,736 | 3,599,667 | 3,171,856 | |||||||||||||||||||||
2020 | 584,250 | — | 798,840 | 1,102,826 | 723,405 | 100,729 | 3,310,050 | 2,586,645 | |||||||||||||||||||||
Ronald G. Smith Head of Corporate Banking Group | 2022 | 564,385 | — | 755,658 | 1,640,344 | — | 508,129 | 3,468,516 | 3,468,516 | ||||||||||||||||||||
2021 | 535,000 | — | 797,503 | 1,393,142 | 726,782 | 85,995 | 3,538,422 | 2,811,640 | |||||||||||||||||||||
2020 | 526,772 | — | 599,135 | 966,396 | 918,322 | 83,518 | 3,094,143 | 2,175,821 | |||||||||||||||||||||
C. Dandridge Massey (7) Chief Enterprise Operations and Technology Officer | 2022 | 380,769 | 630,000 | 1,000,007 | 770,239 | — | 57,931 | 2,838,946 | 2,838,946 | ||||||||||||||||||||
2021 | — | — | — | — | — | — | — | — | |||||||||||||||||||||
2020 | — | — | — | — | — | — | — | — |
2022 Annual Equity Grant (PSUs & RSUs) | Total Stock Awards Value ($) | |||||||||||||||||||
PSUs ($/units) (a) | RSUs ($/units) (b) | |||||||||||||||||||
Name | Performance Stock Units ($) | Performance Stock Units (#) | Restricted Stock Units ($) | Restricted Stock Units (#) | ||||||||||||||||
John M. Turner, Jr. | 1,652,997 | 76,991 | 1,652,997 | 76,991 | 3,305,994 | |||||||||||||||
David J. Turner, Jr. | 472,276 | 21,997 | 472,276 | 21,997 | 944,551 | |||||||||||||||
C. Matthew Lusco | 377,829 | 17,598 | 377,829 | 17,598 | 755,658 | |||||||||||||||
Ronald G. Smith | 377,829 | 17,598 | 377,829 | 17,598 | 755,658 | |||||||||||||||
C. Dandridge Massey | — | — | 1,000,007 | 52,549 | 1,000,007 |
86 | 2023 Proxy Statement |
COMPENSATION OF EXECUTIVE OFFICERS |
Non-equity Incentive Plan Compensation | |||||||||||
Name | 2022 Annual Cash Incentive ($) | Value of 2020 Performance Cash Units at 12/31/22 ($) (a) | Total ($) | ||||||||
John M. Turner, Jr. | 3,511,571 | 2,500,001 | 6,011,572 | ||||||||
David J. Turner, Jr. | 1,440,839 | 700,001 | 2,140,840 | ||||||||
C. Matthew Lusco | 1,067,908 | 600,000 | 1,667,908 | ||||||||
Ronald G. Smith | 1,190,344 | 450,000 | 1,640,344 | ||||||||
C. Dandridge Massey | 770,239 | — | 770,239 |
Name | Life Insurance, Perquisites and Other Personal Benefits ($)(a) | Matching Contributions Under Qualified Savings Plans ($) | Matching Contributions Under Nonqualified Savings Plans ($)(b) | Non-Elective Contributions under the Qualified and Nonqualified 401(k) plans ($) | Total All Other Compensation ($) | ||||||||||||
John M. Turner, Jr. | 83,254 | 15,250 | 189,740 | 6,100 | 294,344 | ||||||||||||
David J. Turner, Jr. | 25,989 | 15,250 | 85,017 | — | 126,257 | ||||||||||||
C. Matthew Lusco | 31,141 | 15,250 | 71,869 | 6,100 | 124,360 | ||||||||||||
Ronald G. Smith | 24,449 | 15,250 | 468,430 | — | 508,129 | ||||||||||||
C. Dandridge Massey | 57,931 | — | — | — | 57,931 |
2023 Proxy Statement | 87 |
COMPENSATION OF EXECUTIVE OFFICERS |
Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) (2) | Grant Date Fair Value of Stock and Option Awards ($) (3) | |||||||||||||||||||||||||||
Threshold ($) (1) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||
John M. Turner, Jr. | 01/01/22 | (4) | — | 1,899,173 | 3,798,347 | |||||||||||||||||||||||||||
04/01/22 | (5) | — | 1,750,000 | 2,625,000 | — | 76,991 | 115,487 | 76,991 | 3,305,994 | |||||||||||||||||||||||
David J. Turner, Jr. | 01/01/22 | (4) | — | 785,626 | 1,571,253 | |||||||||||||||||||||||||||
04/01/22 | (5) | — | 500,000 | 750,000 | — | 21,997 | 32,996 | 21,997 | 944,551 | |||||||||||||||||||||||
C. Matthew Lusco | 01/01/22 | (4) | — | 689,418 | 1,378,835 | |||||||||||||||||||||||||||
04/01/22 | (5) | — | 400,000 | 600,000 | — | 17,598 | 26,397 | 17,598 | 755,658 | |||||||||||||||||||||||
Ronald G. Smith | 01/01/22 | (4) | — | 649,042 | 1,298,085 | |||||||||||||||||||||||||||
04/01/22 | (5) | — | 400,000 | 600,000 | — | 17,598 | 26,397 | 17,598 | 755,658 | |||||||||||||||||||||||
C. Dandridge Massey | 05/09/22 | (4)(6) | — | 437,885 | 875,770 | |||||||||||||||||||||||||||
07/01/22 | (7) | — | — | — | — | — | — | 52,549 | 1,000,007 |
88 | 2023 Proxy Statement |
COMPENSATION OF EXECUTIVE OFFICERS |
Stock Awards (2) | |||||||||||||||||
Name | Grant Date (1) | Number of Shares or Units of Stock That Have Not Vested (#) (a,c) | Market Value of Shares or Units of Stock That Have Not Vested ($) (a,c) | Equity Incentive Plan Awards: # of Unearned Shares, Units, or Other Rights That Have Not Vested (#) (b) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) (b) | ||||||||||||
John M. Turner, Jr. | 04/01/20 | 161,970 | 3,492,073 | — | — | ||||||||||||
10/14/20 | — | — | 242,955 | 5,238,110 | |||||||||||||
04/01/21 | 83,572 | 1,801,812 | 125,358 | 2,702,718 | |||||||||||||
04/01/22 | 76,991 | 1,659,926 | 76,991 | 1,659,926 | |||||||||||||
David J. Turner, Jr. | 04/01/20 | 45,351 | 977,768 | — | — | ||||||||||||
10/14/20 | — | — | 68,027 | 1,466,662 | |||||||||||||
04/01/21 | 23,878 | 514,810 | 35,817 | 772,215 | |||||||||||||
04/01/22 | 21,997 | 474,255 | 21,997 | 474,255 | |||||||||||||
C. Matthew Lusco | 04/01/20 | 38,873 | 838,102 | — | — | ||||||||||||
10/14/20 | — | — | 58,310 | 1,257,164 | |||||||||||||
04/01/21 | 19,102 | 411,839 | 28,653 | 617,759 | |||||||||||||
04/01/22 | 17,598 | 379,413 | 17,598 | 379,413 | |||||||||||||
Ronald G. Smith | 04/01/20 | 29,155 | 628,582 | — | — | ||||||||||||
10/14/20 | — | — | 43,733 | 942,883 | |||||||||||||
04/01/21 | 15,918 | 343,192 | 23,877 | 514,788 | |||||||||||||
04/01/22 | 17,598 | 379,413 | 17,598 | 379,413 | |||||||||||||
C. Dandridge Massey | 07/01/22 | 52,549 | 1,132,956 | — | — |
Grant Date | Vesting Schedule | Restrictions | ||||||
April 1, 2020 and October 14, 2020 | Third anniversary of the original April 1, 2020 grant date | (a) RSUs are also subject to vesting that requires meeting certain capital and liquidity thresholds | ||||||
April 1, 2021 | Third anniversary of the April 1, 2021 grant date | (b) PSUs may be earned between 0% and 150% subject to meeting certain capital performance and liquidity performance thresholds and achieving required performance levels as follows: •For grants made on October 14, 2020, the performance period is January 1, 2020, through December 31, 2022 •For grants made on April 1, 2021, the performance period is January 1, 2021, through December 31, 2023 •For grants made on April 1, 2022, the performance period is January 1, 2022, through December 31, 2024 | ||||||
April 1, 2022 | Third anniversary of the April 1, 2022 grant date | |||||||
July 1, 2022 | One-time award for Mr. Massey Ratable on the first, second, and third anniversary of the July 1, 2022 grant date | (c) RSUs granted to Mr. Massey in connection with his one-time award are not subject to vesting that requires meeting certain capital and liquidity thresholds |
2023 Proxy Statement | 89 |
COMPENSATION OF EXECUTIVE OFFICERS |
Stock Awards | ||||||||
Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||||
John M. Turner, Jr. | 187,485 | 4,025,303 | ||||||
David J. Turner, Jr. | 59,996 | 1,288,114 | ||||||
C. Matthew Lusco | 51,426 | 1,104,116 | ||||||
Ronald G. Smith | 38,569 | 828,076 | ||||||
C. Dandridge Massey | — | — |
1.3% of “Average Monthly Earnings” up to Covered Compensation | + | 1.8% of “Average Monthly Earnings” in excess of Covered Compensation | X | Years of Service up to a maximum of 30 total years |
90 | 2023 Proxy Statement |
COMPENSATION OF EXECUTIVE OFFICERS |
Pension Benefits | ||||||||||||||
Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) (1) | Payments During Last Fiscal Year ($) | ||||||||||
John M. Turner, Jr. | Regions Retirement Plan for Associates (2) | 9 | 86,815 | — | ||||||||||
Regions Post 2006 SERP (3) | 12 | 30,064,113 | — | |||||||||||
David J. Turner, Jr. | Regions Retirement Plan for Associates | 17 | 853,864 | — | ||||||||||
Regions Post 2006 SERP | 17 | 5,302,932 | — | |||||||||||
C. Matthew Lusco | Regions Retirement Plan for Associates (4) | N/A | N/A | N/A | ||||||||||
Regions Post 2006 SERP | 12 | 5,683,352 | — | |||||||||||
Ronald G. Smith | Regions Retirement Plan for Associates (5) | 30 | 1,336,808 | — | ||||||||||
Regions Post 2006 SERP (6) | N/A | N/A | N/A | |||||||||||
C. Dandridge Massey | Regions Retirement Plan for Associates (4) | N/A | N/A | N/A | ||||||||||
Regions Post 2006 SERP (7) | N/A | N/A | N/A |
2023 Proxy Statement | 91 |
COMPENSATION OF EXECUTIVE OFFICERS |
Nonqualified Deferred Compensation | ||||||||||||||||||||
Name | Executive Contributions in 2022 ($) (1) | Company Contributions in 2022 ($) (2) | Aggregate Earnings (Losses) in 2022 ($) (3) | Aggregate Withdrawals/ Distributions ($) (4) | Aggregate Balance at December 31, 2022 ($) (5) | |||||||||||||||
John M. Turner, Jr. | Excess 401(k) Plan | 347,609 | 189,740 | (626,771) | — | 2,828,789 | ||||||||||||||
David J. Turner, Jr. | Excess 401(k) Plan | 93,881 | 85,017 | (560,061) | — | 3,059,074 | ||||||||||||||
C. Matthew Lusco | Excess 401(k) Plan | 81,501 | 71,869 | (179,368) | — | 1,403,640 | ||||||||||||||
Ronald G. Smith (6) | Excess 401(k) Plan | 758,985 | 468,430 | (171,707) | — | 13,153,955 | ||||||||||||||
C. Dandridge Massey (7) | Excess 401(k) Plan | — | — | — | — | — |
92 | 2023 Proxy Statement |
COMPENSATION OF EXECUTIVE OFFICERS |
Name | Voluntary ($) | Involuntary Without Cause ($)(1) | Early Retirement ($) | For Cause ($) | Involuntary for Good Reason Following a CIC ($)(2) | Death ($) | Disability ($) | ||||||||||||||||
John M. Turner, Jr.(3) | |||||||||||||||||||||||
Compensation: | |||||||||||||||||||||||
Cash Severance | — | — | — | — | 12,174,079 | — | — |
2023 Proxy Statement | 93 |
COMPENSATION OF EXECUTIVE OFFICERS |
Name | Voluntary ($) | Involuntary Without Cause ($)(1) | Early Retirement ($) | For Cause ($) | Involuntary for Good Reason Following a CIC ($)(2) | Death ($) | Disability ($) | ||||||||||||||||
Long-Term Incentive | |||||||||||||||||||||||
Restricted Stock Units(4) | 5,569,116 | 5,569,116 | 5,569,116 | — | 6,953,811 | 6,953,811 | 5,569,116 | ||||||||||||||||
Performance Stock Units(4) | 5,238,110 | 5,238,110 | 5,238,110 | — | 9,600,754 | 8,699,848 | 5,238,110 | ||||||||||||||||
Performance Cash Units | 2,500,001 | 2,500,001 | 2,500,001 | — | 6,875,001 | 6,000,001 | 2,500,001 | ||||||||||||||||
Perquisites: | |||||||||||||||||||||||
Financial Planning(5) | 35,330 | 35,330 | 35,330 | — | 35,330 | 35,330 | 35,330 | ||||||||||||||||
Outplacement(6) | — | — | — | — | 60,000 | — | — | ||||||||||||||||
Benefits: | |||||||||||||||||||||||
Value of continued welfare benefits(8) | — | — | — | — | 21,469 | — | — | ||||||||||||||||
Value of additional retirement benefits(9) | — | — | — | — | — | — | — | ||||||||||||||||
Total: | 13,342,557 | 13,342,557 | 13,342,557 | — | 35,720,444 | 21,688,990 | 13,342,557 | ||||||||||||||||
David J. Turner, Jr.(3) | |||||||||||||||||||||||
Compensation: | |||||||||||||||||||||||
Cash Severance | — | 2,043,256 | — | — | 4,404,768 | — | — | ||||||||||||||||
Long-Term Incentive | |||||||||||||||||||||||
Restricted Stock Units(4) | 1,571,207 | 1,571,207 | 1,571,207 | — | 1,966,833 | 1,966,833 | 1,571,207 | ||||||||||||||||
Performance Stock Units(4) | 1,466,651 | 1,466,651 | 1,466,651 | 2,713,121 | 2,455,716 | 1,466,651 | |||||||||||||||||
Performance Cash Units | 700,001 | 700,001 | 700,001 | — | 1,950,001 | 1,700,001 | 700,001 | ||||||||||||||||
Perquisites: | |||||||||||||||||||||||
Financial Planning(5) | 35,330 | 35,330 | 35,330 | — | 35,330 | 35,330 | 35,330 | ||||||||||||||||
Outplacement(6) | — | — | — | — | 60,000 | — | — | ||||||||||||||||
280G Tax Gross-up(7) | — | — | — | — | 4,498,082 | — | — | ||||||||||||||||
Benefits: | |||||||||||||||||||||||
Value of continued welfare benefits(8) | — | — | — | — | 33,862 | — | — | ||||||||||||||||
Value of additional retirement benefits(9) | — | — | — | — | 1,782,716 | — | — | ||||||||||||||||
Total: | 3,773,189 | 5,816,445 | 3,773,189 | — | 17,444,713 | 6,157,880 | 3,773,189 | ||||||||||||||||
C. Matthew Lusco(3) | |||||||||||||||||||||||
Compensation: | |||||||||||||||||||||||
Cash Severance | — | 1,770,876 | — | — | 3,800,127 | — | — | ||||||||||||||||
Long-Term Incentive | |||||||||||||||||||||||
Restricted Stock Units(4) | 1,312,583 | 1,312,853 | 1,312,853 | — | 1,629,354 | 1,629,354 | 1,312,853 | ||||||||||||||||
Performance Stock Units(4) | 1,257,153 | 1,257,153 | 1,257,153 | — | 2,254,324 | 2,048,405 | 1,257,153 | ||||||||||||||||
Performance Cash Units | 600,000 | 600,000 | 600,000 | — | 1,600,000 | 1,400,000 | 600,000 | ||||||||||||||||
Perquisites: | |||||||||||||||||||||||
Financial Planning(5) | 35,330 | 35,330 | 35,330 | — | 35,330 | 35,330 | 35,330 | ||||||||||||||||
Outplacement(6) | — | — | — | — | 60,000 | — | — | ||||||||||||||||
Benefits: | |||||||||||||||||||||||
Value of continued welfare benefits(8) | — | — | — | — | 14,113 | — | — | ||||||||||||||||
Value of additional retirement benefits(9) | — | — | — | — | 520,346 | — | — | ||||||||||||||||
Total: | 3,205,066 | 4,976,212 | 3,205,336 | — | 9,913,594 | 5,113,089 | 3,205,336 | ||||||||||||||||
Ronald G. Smith(3) | |||||||||||||||||||||||
Compensation: | |||||||||||||||||||||||
Cash Severance | — | 1,673,540 | — | — | 3,583,121 | — | — | ||||||||||||||||
Long-Term Incentive | |||||||||||||||||||||||
Restricted Stock Units(4) | 1,062,145 | 1,062,145 | 1,062,145 | — | 1,351,187 | 1,351,187 | 1,062,145 | ||||||||||||||||
Performance Stock Units(4) | 942,873 | 942,873 | 942,873 | 1,837,074 | 1,665,478 | 942,873 | |||||||||||||||||
Performance Cash Units | 450,000 | 450,000 | 450,000 | — | 1,350,000 | 1,183,333 | 450,000 | ||||||||||||||||
Perquisites: | |||||||||||||||||||||||
Financial Planning(5) | 35,330 | 35,330 | 35,330 | — | 35,330 | 35,330 | 35,330 | ||||||||||||||||
Outplacement(6) | — | — | — | — | 60,000 | — | — | ||||||||||||||||
280G Tax Gross-up(7) | — | — | — | — | — | — | — | ||||||||||||||||
Benefits: | |||||||||||||||||||||||
Value of continued welfare benefits(8) | — | — | — | — | 19,131 | — | — |
94 | 2023 Proxy Statement |
COMPENSATION OF EXECUTIVE OFFICERS |
Name | Voluntary ($) | Involuntary Without Cause ($)(1) | Early Retirement ($) | For Cause ($) | Involuntary for Good Reason Following a CIC ($)(2) | Death ($) | Disability ($) | ||||||||||||||||
Value of additional retirement benefits(9) | — | — | — | — | — | — | — | ||||||||||||||||
Total: | 2,490,348 | 4,163,888 | 2,490,348 | — | 8,235,843 | 4,235,328 | 2,490,348 | ||||||||||||||||
C. Dandridge Massey | |||||||||||||||||||||||
Compensation: | |||||||||||||||||||||||
Cash Severance | — | 1,590,000 | — | — | 3,270,000 | — | — | ||||||||||||||||
Long-Term Incentive | |||||||||||||||||||||||
Restricted Stock Units(4) | — | 346,167 | — | — | 1,132,956 | 1,132,956 | 1,132,956 | ||||||||||||||||
Performance Stock Units(4) | — | — | — | — | — | — | — | ||||||||||||||||
Performance Cash Units | — | — | — | — | — | — | — | ||||||||||||||||
Perquisites: | |||||||||||||||||||||||
Financial Planning(5) | — | — | — | — | — | — | — | ||||||||||||||||
Outplacement(6) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||
Benefits: | |||||||||||||||||||||||
Value of continued welfare benefits(8) | — | — | — | — | 19,131 | — | — | ||||||||||||||||
Value of additional retirement benefits(9) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||
Total: | — | 1,936,167 | — | — | 4,422,087 | 1,132,956 | 1,132,956 |
“cause” | (i) willful and continued failure to substantially perform reasonably assigned duties; (ii) breach of fiduciary duty or commission of a felony or a crime involving fraud or moral turpitude, material breach of any agreement; (iii) engaging in illegal conduct or misconduct; (iv) failure to cooperate with an investigation authorized by the Board, a regulatory body, or a governmental department or agency; (v) disqualification or bar by any governmental or regulatory authority from carrying out duties and responsibilities, or loss of any required licenses; or (vi) engaging in any act or omission which is a violation of Company policy. |
“cause” | (i) willful and continued failure to substantially perform reasonably assigned duties; (ii) breach of fiduciary duty involving personal profit or commission of a felony or a crime involving fraud or moral turpitude, material breach of the agreement; (iii) engaging in illegal conduct or gross misconduct that materially injures Regions; (iv) failure to materially cooperate with an investigation authorized by the Board, a regulatory body, or a governmental department or agency; or (v) disqualification or bar by any governmental or regulatory authority from carrying out duties and responsibilities, or loss of any required licenses. | ||||
“good reason” and “without cause” | (i) an adverse change in responsibilities as in effect immediately before the change-in-control; (ii) a material diminution in the budget over which the executive has control; (iii) a material breach of the compensation provisions of the agreement; or (iv) requiring the executive to move his principal place of work by more than 50 miles. | ||||
“change-in-control” | (i) an acquisition of 20% or more of the combined voting power of Regions voting securities; (ii) a change in a majority of the members of the Board; (iii) the consummation of a merger (unless voting securities of Regions outstanding immediately prior to the merger continued to represent at least 55% of the combined voting power of the voting securities of the surviving company outstanding immediately after such merger); or (iv) shareholder approval of a complete liquidation or dissolution of Regions. |
2023 Proxy Statement | 95 |
COMPENSATION OF EXECUTIVE OFFICERS |
Name | Value for Alternative Target/Regular Years of Age and Service Credit ($) | Value for Vesting in Alternative Target/Regular Benefit ($) | Total Additional Value ($) | ||||||||
John M. Turner, Jr. | — | N/A | — | ||||||||
David J. Turner, Jr. | 1,782,716 | N/A | 1,782,716 | ||||||||
C. Matthew Lusco | 520,346 | N/A | 520,346 | ||||||||
Ronald G. Smith | — | N/A | — | ||||||||
C. Dandridge Massey | N/A | N/A | N/A |
96 | 2023 Proxy Statement |
COMPENSATION OF EXECUTIVE OFFICERS |
Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) | Average Compensation Actually Paid to Non-PEO NEOs ($) (4) | Value of Initial Fixed $100 Investment Based On: | Net Income ($ in millions) (7) | Adjusted ROATCE (non-GAAP) (%) (8) | |||||||||||||||||||
Total Shareholder Return ($) (5) | Peer Group Total Shareholder Return ($) (6) | |||||||||||||||||||||||||
2022 | 14,552,365 | 11,382,593 | 3,416,909 | 3,674,803 | 140 | 94 | 2,245 | 24.12 | % | |||||||||||||||||
2021 | 14,267,077 | 14,651,530 | 3,549,359 | 4,515,449 | 137 | 117 | 2,521 | 16.55 | % | |||||||||||||||||
2020 | 13,832,516 | 9,770,613 | 4,100,496 | 2,969,679 | 98 | 86 | 1,094 | 14.95 | % |
Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards ($) (a) | Aggregate Equity Award Adjustments ($) (b) | Reported Change in the Actuarial Present Value of Pension Benefits ($) (c) | Aggregate Pension Benefit Adjustments ($) (d) | Compensation Actually Paid to PEO ($) | ||||||||||||||
2022 | 14,552,365 | (3,305,994) | 4,021,581 | (3,885,359) | — | 11,382,593 | ||||||||||||||
2021 | 14,267,077 | (3,767,112) | 8,517,923 | (4,883,636) | 517,278 | 14,651,530 | ||||||||||||||
2020 | 13,832,516 | (3,328,484) | 4,425,591 | (6,914,629) | 1,755,619 | 9,770,613 |
2023 Proxy Statement | 97 |
COMPENSATION OF EXECUTIVE OFFICERS |
Year | Service Cost ($) | Prior Service Cost ($) | Aggregate Pension Benefit Adjustments ($) | ||||||||
2022 | — | — | — | ||||||||
2021 | 517,278 | — | 517,278 | ||||||||
2020 | 1,755,619 | — | 1,755,619 |
Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments ($) (a) | Average Reported Change in the Actuarial Present Value of Pension Benefits ($) | Average Pension Benefit Adjustments ($) (b) | Average Compensation Actually Paid to Non-PEO NEOs ($) | ||||||||||||||
2022 | 3,416,909 | (863,969) | 1,022,060 | (79,488) | 179,291 | 3,674,803 | ||||||||||||||
2021 | 3,549,359 | (936,037) | 2,020,212 | (461,627) | 343,542 | 4,515,449 | ||||||||||||||
2020 | 4,100,496 | (832,121) | 740,162 | (1,356,140) | 317,282 | 2,969,679 |
Year | Average Year End Fair Value of Equity Awards ($) | Year Over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year Over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | ||||||||||||||||
2022 | 899,780 | 134,656 | — | (12,375) | — | — | 1,022,060 | ||||||||||||||||
2021 | 815,494 | 1,026,353 | 175,767 | 2,598 | — | — | 2,020,212 | ||||||||||||||||
2020 | 1,305,478 | (103,727) | — | (461,589) | — | — | 740,162 |
Year | Average Service Cost ($) | Average Prior Service Cost ($) | Total Average Pension Benefit Adjustments ($) | ||||||||
2022 | 179,291 | — | 179,291 | ||||||||
2021 | 343,542 | — | 343,542 | ||||||||
2020 | 317,282 | — | 317,282 |
98 | 2023 Proxy Statement |
COMPENSATION OF EXECUTIVE OFFICERS |
2023 Proxy Statement | 99 |
COMPENSATION OF EXECUTIVE OFFICERS |
100 | 2023 Proxy Statement |
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING |
Since 2012, when we started distributing our annual meeting materials under the SEC’s “Notice and Access” rule, we have printed roughly 90 percent fewer proxy statements and annual reports each year, helping us reduce our impact on the environment and printing and mailing expenses. |
2023 Proxy Statement | 101 |
QUESTIONS AND ANSWERS |
If You Are: | And You Are Voting by: | Your Vote Must Be Received: | ||||||
A shareholder of record | Mail | By April 18, 2023 | ||||||
Internet, mobile device, or telephone | By 11:59 P.M. ET on April 18, 2023 | |||||||
A street name holder | Mail | By April 18, 2023 | ||||||
Internet, mobile device, or telephone | By 11:59 P.M. ET on April 18, 2023 | |||||||
A participant in Regions 401(k) Plan | Internet, mobile device, or telephone | By 11:59 P.M. ET on April 16, 2023 |
102 | 2023 Proxy Statement |
QUESTIONS AND ANSWERS |
Your vote is important! Please submit your vote by proxy over the Internet, by telephone, or complete, sign, date, and return your proxy card or voting instruction form. |
2023 Proxy Statement | 103 |
QUESTIONS AND ANSWERS |
Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022. | |||||
Shareholders may call Innisfree toll-free: 1-888-750-5834. | |||||
Brokers may call Innisfree collect: 1-212-750-5833. |
104 | 2023 Proxy Statement |
QUESTIONS AND ANSWERS |
2023 Proxy Statement | 105 |
QUESTIONS AND ANSWERS |
106 | 2023 Proxy Statement |
GENERAL INFORMATION |
2023 Proxy Statement | 107 |
APPENDIX A |
(Unaudited) ($ amounts in millions) | Year Ended December 31, 2022 | |||||||
Net income available to common shareholders (GAAP) | $ | 2,146 | ||||||
Adjustments(1): | ||||||||
Provision release associated with the sale of consumer unsecured loans, net of tax(2) | (24) | |||||||
Branch consolidation, property and equipment charges, net of tax | 3 | |||||||
Securities losses, net of tax | 1 | |||||||
Leveraged lease termination gains, net of tax | (1) | |||||||
Add provision, net of release associated with the sale of consumer unsecured loans, net of tax(3) | 227 | |||||||
Net charge-offs less charge-offs associated with the sale of consumer unsecured loans, net of tax(4) | (150) | |||||||
Adjusted net income available to common shareholders - annual cash incentive plan (non-GAAP) | 2,202 |
A-1 | 2023 Proxy Statement |
APPENDIX A |
(Unaudited) ($ amounts in millions) | Year Ended December 31, 2022 | |||||||
Non-interest expense (GAAP) | A | $ | 4,068 | |||||
Adjustments: | ||||||||
Branch consolidation, property and equipment charges | (3) | |||||||
Adjusted non-interest expense (non-GAAP) | B | $ | 4,065 | |||||
Net interest income (GAAP) | C | $ | 4,786 | |||||
Taxable-equivalent adjustment (GAAP) | 47 | |||||||
Net interest income, taxable-equivalent basis (GAAP) | D | $ | 4,833 | |||||
Non-interest income (GAAP) | E | $ | 2,429 | |||||
Adjustments: | ||||||||
Securities (gains) losses, net | 1 | |||||||
Leveraged lease termination gains | (1) | |||||||
Adjusted non-interest income (non-GAAP) | F | $ | 2,429 | |||||
Total revenue (GAAP) | C+E=G | $ | 7,215 | |||||
Adjusted total revenue (non-GAAP) | C+F=H | $ | 7,215 | |||||
Total revenue, taxable-equivalent basis (GAAP) | D+E=I | $ | 7,262 | |||||
Adjusted total revenue, taxable-equivalent basis (non-GAAP) | D+F=J | $ | 7,262 | |||||
Efficiency ratio (GAAP) | A/I | 56.0 | % | |||||
Adjusted efficiency ratio - annual cash incentive plan (non-GAAP) | B/J | 56.0 | % | |||||
2023 Proxy Statement | A-2 |
APPENDIX B |
(Unaudited) | Year Ended December 31 | |||||||||||||||||||
($ amounts in millions) | 2022 | 2021 | 2020 | |||||||||||||||||
Net income available to common shareholders (GAAP) | A | $ | 2,146 | $ | 2,400 | $ | 991 | |||||||||||||
Replace provision for (benefit from) credit losses with net charge-offs, net of tax(1) | (6) | 546 | (614) | |||||||||||||||||
Adjusted net income available to common shareholders-LTIP (non-GAAP) | B | 2,152 | 1,854 | 1,605 | ||||||||||||||||
Average shareholders' equity (GAAP) | 16,503 | 18,201 | 17,382 | |||||||||||||||||
Less: | ||||||||||||||||||||
Average intangible assets (GAAP) | 6,023 | 5,435 | 5,239 | |||||||||||||||||
Average deferred tax liability related to intangibles (GAAP) | (103) | (99) | (99) | |||||||||||||||||
Average preferred stock (GAAP) | 1,659 | 1,658 | 1,509 | |||||||||||||||||
Average tangible common shareholders' equity (non-GAAP) | C | $ | 8,924 | $ | 11,207 | $ | 10,733 | |||||||||||||
ROATCE (non-GAAP)(2) | A/C | 24.05 | % | 21.42 | % | 9.23 | % | |||||||||||||
Adjusted ROATCE - LTIP (non-GAAP)(2) | B/C | 24.12 | % | 16.55 | % | 14.95 | % |
B-1 | 2023 Proxy Statement |
1 Year Regions Financial Chart |
1 Month Regions Financial Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions