March 6, 2023PROXY STATEMENT
The Board of Directors (“Board”) of Regions Financial Corporation (“Regions,” “Company,” “we,” “us,” or “our”) is furnishing you with this proxy statement to solicit proxies on its behalf to be voted at the 2023 Annual Meeting of Shareholders to be held on Wednesday, April 19, 2023, at 9:00 A.M. Central Time, via Webcast at www.virtualshareholdermeeting.com/RF2023. The proxies may also be voted at any adjournments or postponements of the annual meeting.
The mailing address of our principal executive offices is 1900 Fifth Avenue North, Birmingham, Alabama 35203. We are furnishing the proxy materials to shareholders beginning on March 6, 2023.
All properly executed written proxies and all properly completed proxies submitted by telephone or the Internet that are delivered pursuant to this solicitation will be voted at the 2023 Annual Meeting of Shareholders in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.
Record Date. Only owners of record of shares of Regions common stock as of the close of business on February 21, 2023, the Record Date, are entitled to notice of, and to vote at, the meeting or at any adjournments or postponements of the meeting.
Each owner of record on the Record Date is entitled to one vote for each share of common stock held. There were 934,561,674 shares of common stock issued and outstanding on the Record Date.
Notice and Access. We are continuing to use the Securities and Exchange Commission’s (“SEC”) Notice and Access rule, allowing us to furnish our proxy materials to shareholders over the Internet. This means most of our shareholders will receive only a notice containing instructions on how to access the proxy materials over the Internet and vote online. This offers a convenient way for shareholders to review the materials. The notice is not a proxy card and cannot be used to vote.
If you receive the notice but would like to receive paper copies of the proxy materials, please follow the instructions in the notice or on the website referred to in the notice.
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Please consider signing up to receive these materials electronically in the future by following the instructions after you vote your shares over the Internet. Enrolling in future electronic delivery of annual meeting materials reduces Regions’ environmental impact and printing and mailing expenses. To enroll in electronic delivery you may also visit http://enroll.icsdelivery.com/rf. | |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING: The 2023 Proxy Statement and Notice of Annual Meeting of Shareholders; the Annual Report on Form 10-K for the year ended December 31, 2022; and the CEO’s Letter are available at ir.regions.com/governance/annual-proxy and proxyvote.com. |
Important Notice Regarding Delivery of Security Holder Documents
This is the first distribution of proxy solicitation materials to shareholders.
Householding. The SEC has adopted rules that allow us to continue sending, in a single envelope, our proxy statement and other required annual meeting materials to two or more shareholders sharing the same address. These rules spell out the conditions under which annual reports, information statements, proxy statements, prospectuses, and other disclosure documents of a company that would otherwise be mailed in separate envelopes to more than one shareholder at a shared address may be mailed as a single copy in one envelope addressed to all shareholders at that address (i.e., “householding”). Shareholders who participate in householding will, however, receive separate proxy cards.
Householding, similar to electing to receive these materials electronically, reduces our printing and mailing expenses and associated environmental impact (although not to the same extent).
If one set of these proxy materials was sent to your household for the use by all Regions shareholders in your household and one or more of you would prefer to receive additional sets, or if multiple copies of these proxy materials were sent to your household and you want to receive one set, please contact Broadridge Financial Solutions, Inc., by calling toll-free at 866-540-7095 or by writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Shareholders whose shares of our common stock are held in street name wishing to make either such election should contact their Broker.
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| Alternatively, if you would like to receive a paper copy of the materials or if you received one copy of the proxy materials through our use of householding and would like to receive multiple copies, you may, at any time, email investors@regions.com, call 205-264-7040, or write to the following address, and we will deliver those documents to you promptly upon receiving the request. | | | Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attn: Investor Relations |
PROXY SUMMARY
This summary highlights certain information about Regions. It does not contain all of the information provided elsewhere in this proxy statement; therefore, you should read the entire proxy statement carefully before voting.
For more complete information regarding the Company’s 2022 performance, review the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The Proxy Statement and Notice of Annual Meeting of Shareholders, Annual Report on Form 10-K, and CEO’s Letter are available through our website at ir.regions.com/governance/annual-proxy.
2023 Annual Meeting of Shareholders
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Date: | 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. |
Please vote in one of the many ways set forth below to ensure your shares are represented at the annual meeting:
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| To vote with your mobile device (tablet or smartphone), scan the Quick Response Code that appears on your proxy card or Notice of Internet Availability of Proxy Materials (may require free software download). |
| 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. |
If you hold your stock in street name or through our 401(k) Plan or our Dividend Reinvestment Plan, see Questions and Answers about the Annual Meeting and Voting for more information about how to vote your shares.
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Your vote is important!
Please submit your vote by proxy over the Internet or by telephone,
or complete, sign, date, and return your proxy card or voting instruction form. |
Shareholders and guests will be permitted to participate in the Webcast of the annual meeting; however, only shareholders as of the Record Date with a valid control number will be permitted to vote or ask questions. Please see page 105 for further details.
Information about Regions
Regions is a financial holding company headquartered in Birmingham, Alabama operating in the South, the Midwest, and Texas. In addition, Regions operates several offices delivering specialty capabilities in New York, Washington D.C., Chicago, and other locations nationwide. Regions provides financial solutions for a wide range of clients including retail and mortgage banking services, commercial banking services, and wealth and investment services. Further, Regions and its subsidiaries deliver specialty capabilities including merger and acquisition advisory services, capital markets solutions, home improvement lending, and others.
Regions is a Delaware corporation. Its principal executive offices are located at 1900 Fifth Avenue North, Birmingham, Alabama, 35203. Regions is a member of the S&P 500 Index. Regions common stock, par value $.01 per share, is listed on the New York Stock Exchange (“NYSE”) under the symbol RF.
As of December 31, 2022, Regions had total consolidated assets of approximately $155.2 billion, total consolidated deposits of approximately $131.7 billion, and total consolidated shareholders’ equity of approximately $15.9 billion.
Regions conducts its banking operations through its wholly-owned subsidiary, Regions Bank, an Alabama state-chartered commercial bank that is a member of the Federal Reserve System.
As of December 31, 2022, Regions Bank operated 1,286 branch outlets and 2,039 ATMs primarily across the South, the Midwest, and Texas.
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Regions Bank is ranked 19th in the U.S. in total deposits. |
Our vision, mission, and values continue to be the foundational elements of our 2023-2025 Strategic Plan and are integral to our ability to serve and support our customers, communities, associates, and shareholders. Our strategic priorities and values, as shown below, balance the needs of all of these stakeholders.
Regions believes that local, relationship banking powered by great technology sets us apart in the markets we serve.
Our strategic plan focuses on three goals—soundness, profitability, and growth. It is how we differentiate ourselves, drive transformative change, and become the undisputed customer experience leader in the industry:
•Soundness: Protecting our strong foundation so that we will be in a position to further enhance the customer experience by modernizing operating systems, preventing fraud, managing risk, and strengthening our balance sheet.
•Profitability: Delivering value to all stakeholders by making strategic investments, maintaining high credit standards, and continuously improving how we operate and produce results.
•Growth: Innovating and transforming every area of the organization to build our future bank by changing how we go to market, providing customers with greater convenience and access, and empowering all associates to work together, smarter and better.
Each of the Company’s business groups is responsible for creating its own strategic plan. During the strategic planning process, and throughout the year, our strategy and business decisions are informed by feedback from stakeholders including customers, associates, community partners, and shareholders.
Strong Foundation. Positioned for Growth.
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| “Even in an uncertain operating environment, executing our strategic plan will allow us to continue to be a source of economic strength for our customers and communities and will deliver consistent, sustainable long-term performance for our shareholders. We will continue making investments that differentiate us from our competition while ensuring our focus remains on our goals—soundness, profitability, and growth.” |
John M. Turner, Jr. President and Chief Executive Officer Member of the Board of Directors Regions Financial Corporation |
Financial Overview
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| Financial Performance | |
| FY 2022 | FY 2021 | |
| Total Revenue | $7.2 billion | $6.4 billion | |
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| Net Interest Income | $4.8 billion | $3.9 billion | |
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| Non-Interest Expense | $4.1 billion | $3.7 billion | |
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| Net Income Available to Common Shareholders | $2.1 billion | $2.4 billion | |
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| Diluted Earnings Per Share | $2.28 | $2.51 | |
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| Operating Leverage | 3.5% | (0.6)% | |
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| Efficiency ratio | 56.0% | 57.8% | |
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| Net-Charge Offs | 0.29% | 0.24% | |
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Five-Year Stock Performance
This graph shows the cumulative total shareholder return for Regions common stock in each of the five years from December 31, 2017, to December 31, 2022. The graph also compares the cumulative total returns for the same five-year period with the S&P 500 Index and the S&P 500 Banks Index. The comparison assumes $100 was invested on December 31, 2017, in Regions common stock, the S&P 500 Index, and the S&P 500 Banks Index, and that all dividends were reinvested.
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| Cumulative Total Return |
| 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 |
Board, ESG, and Compensation Facts
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| 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. |
Proposal 1—Election of Directors (page 14) We believe that annual elections keep our Directors accountable to our shareholders. Accordingly, the current term of office of all of our Directors expires at the 2023 Annual Meeting. The Board proposes that the 13 nominees included in this proxy statement be elected as Directors for a term of one year, expiring at the 2024 Annual Meeting, and until their successors are duly elected and qualified or their earlier retirement, resignation, or removal.
Our Director nominees possess a diverse mix of backgrounds, skills, experience, and perspectives. This proxy statement includes important information about the experiences, qualifications, attributes, and skills of the Director nominees
that led the NCG Committee and our Board to determine that each nominee is qualified to serve as a Director.
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The Board unanimously recommends you vote “FOR” each Director nominee standing for election. |
The below chart sets forth this year’s Director nominees along with their age, Board tenure, principal occupation, and Board committee membership:
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| Age | Independent | Director
Since | Regions Board
Committee(s) | Principal Occupation | Other Public Company Boards (1) |
| 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 | |
(1) Corporations subject to the registration or reporting requirements of the Securities Exchange Act of 1934 (“Exchange Act”), or registered under the Investment Company Act of 1940
(2) Audit Committee Financial Expert
(3) Risk Management Expert
(4) Member of Regions’ Executive Committee
Board Skills and Composition
This year’s Director nominees comprise 13 members, representing a diverse set of experiences, expertise, and attributes. Based on information provided in response to our 2022 year-end Director questionnaires, the following charts and graphs outline the number of Director nominees with considerable or extensive experience in areas critical to Regions’ operations and certain attributes they bring to the
Board. Information pertaining to each individual Director nominee’s experience, along with other Board composition data points, is further detailed in the Board Skills and Composition Matrix and the Director nominees’ biographies, which both appear in Proposal 1—Election of Directors.
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| Audit/Accounting/Finance and Capital Planning | Banking and Financial Services | Business Operations and Technology Innovation/AI | Continuous Improvement | Corporate Governance | Customer Focus and Community Engagement | Environmental Sustainability Practices | Executive Compensation and Benefits | Human Capital Management | Information/ Cyber Security | Regulatory Compliance | Risk Management | Strategic Planning and Strategy Development |
6
Directors | 6
Directors | 9
Directors | 11
Directors | 11
Directors | 12
Directors | 8
Directors | 11
Directors | 13
Directors | 7
Directors | 9
Directors | 11
Directors | 11
Directors |
*Includes gender, race/ethnicity, and sexual orientation (LGBTQ+)
Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm (page 26) The Board is asking shareholders to ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm (that is, the independent auditor) for 2023. The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent auditor retained by Regions to audit the Company’s financial statements and internal controls over financial reporting. Although the Audit Committee has the sole authority to appoint the independent auditor, as a matter of good corporate governance, the Board is submitting the Audit Committee’s selection of the independent auditor to our shareholders for ratification.
For more information regarding the independent auditor, amounts billed to us for services provided during 2022 and 2021, and the responsibilities of our Audit Committee with respect to the independent auditor, see the discussion beginning on page 26.
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The Board unanimously recommends you vote “FOR” the ratification of the appointment of EY. |
Proposal 3—Advisory Vote on Executive Compensation (page 29) The Compensation and Human Resources Committee (“CHR Committee”) understands and appreciates the interest our shareholders have in our executive compensation program. In acknowledgment of that interest, and because we believe it is essential to our commitment to sound governance, the CHR Committee seeks shareholder feedback regarding our overall policies and practices relating to the compensation of our Named Executive Officers (“NEOs”). One way the CHR Committee receives shareholder feedback is through an annual, non-binding, advisory “Say-on-Pay” vote.
Last year, shareholders approved our executive compensation program with 92.8 percent of the votes cast in favor of the proposal. The CHR Committee considers the Say-on-Pay voting results and other shareholder feedback when approving compensation plan design changes and pay decisions for future performance periods.
Following the Say-on-Pay vote, and throughout 2022, we engaged with our shareholders to answer questions and discuss issues or concerns with our compensation program. During these meetings, we discussed Regions’ commitment to shared value, robust corporate governance practices, and enhancements to our ESG practices and disclosures.
See our Compensation Discussion and Analysis (“CD&A”) for more information regarding shareholder responsiveness, the actions taken, and the decisions made by the CHR Committee during 2022. Future Say-on-Pay votes cast will be closely monitored to ensure there is continued support among our shareholders for our pay programs and decisions.
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The Board unanimously recommends you vote “FOR” the compensation of our NEOs as set forth in this proxy statement. |
2023 Executive Officers
Our current executive officers, who are also designated as officers of the Company subject to Section 16 of the Exchange Act (“Section 16 Officers”), are listed below:
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Name | 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 |
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| PROPOSAL 1—ELECTION OF DIRECTORS |
The current term of office of all of our Directors expires at the annual meeting. The Board proposes that the 13 nominees included in this proxy statement be elected as Directors for a term of one year, expiring at the 2024 Annual Meeting, and until their successors are duly elected and qualified, or their earlier retirement, resignation, or removal.
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The Board unanimously recommends you vote “FOR” each Director nominee standing for election. |
Why does the Board recommend a vote “FOR” each nominee? Our Director nominees possess a diverse mix of backgrounds, skills, experience, and perspectives. This proxy statement includes information about each Director nominee that led the NCG Committee and our Board to determine that the nominee is qualified to serve as a Director.
How often are the members elected? The Board has determined that it is good governance for all Directors to be elected annually, as we believe that annual elections keep the Directors accountable to our shareholders.
What is the effect of this proposal? Each of the 13 nominees will be elected if a majority of the votes cast at the annual meeting are voted in favor of the nominee. Our Corporate Governance Principles provide that an incumbent nominee who fails to receive a majority of the votes cast must submit their resignation, the acceptance or rejection of which will be subject to Board action and subsequent disclosure.
As permitted by our By-Laws, the Board has fixed the number of Directors at 13, effective as of the annual meeting. All nominees have consented to being named in this proxy statement for consideration at the annual meeting. If, however, a nominee is unable or unwilling to serve and the Board does not elect to reduce the size of the Board, shares represented by proxies will be voted for a substitute candidate nominated by the Board. Any Director vacancies created between annual meetings (such as by a current Director’s death, resignation, or removal, or by an increase in the number of Directors in accordance with our By-Laws) may be filled by a majority vote of the Directors then in office. Any Director appointed in this manner would hold office until the next annual meeting.
What criteria were considered by the NCG Committee in selecting the nominees?
The NCG Committee is charged with identifying, evaluating, and recommending to the Board individuals whom it believes are qualified to become Directors. The NCG Committee will consider and assess candidates consistent with criteria established by the Board and set forth in the Corporate Governance Principles and will take into consideration pertinent factors bearing on the qualifications of candidates in light of such criteria. The NCG Committee also assesses candidates for directorship in the context of the current composition of the Board and Regions’ evolving needs.
The NCG Committee actively considers diversity in its recruitment and nomination of individuals for directorship, and diversity is a component of the Board’s annual self-evaluation. The NCG Committee strives for the Board to reflect a range of talents, ages, skills, backgrounds, and expertise sufficient to provide sound and prudent guidance and oversight with respect to Regions’ operations and strategy.
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| Commitment to Board Diversity |
| When searching for new candidates, the NCG Committee shall endeavor to include highly qualified candidates who reflect diverse backgrounds (including gender, race, and ethnicity) in the pool from which nominees are chosen. Further, any third-party firm or consultants used to compile a pool of candidates will be requested to include such individuals. |
Directors should have experience in positions with a high degree of responsibility, serve as leaders in the companies or institutions with which they are affiliated, and be selected based upon contributions they can make to the Board and the Company. In addition to the items specified in the Corporate
Governance Principles, the NCG Committee considers the technical and professional skills nominees have gained through their professional and leadership roles. Such skills may include, but are not limited to, those listed in the table following the Board Skills and Composition Matrix. The NCG Committee selects candidates who possess the highest personal and professional ethics, integrity, and values, and candidates must be committed to representing the long-term interests of Regions’ shareholders.
The NCG Committee considers tenure when making decisions with respect to Director nominations. Current tenure represented on the Board is well balanced among newer and more seasoned Directors, with the average Director nominee tenure being approximately seven years and approximately 70 percent of the nominees serving for ten or fewer years. Our longer-serving Directors have vital expertise and institutional knowledge that provide the Board with a better understanding of our business and ability to oversee management. The NCG Committee believes that this knowledge and perspective, especially when counterbalanced with fresh viewpoints of newer Directors, continues to generate long-term value for all of our stakeholders.
These factors, along with other considerations such as the results from the self-evaluation process and independence findings, are part of the overall total mix of items evaluated by the NCG Committee and Board when making nomination determinations. For more information, see the Board Evaluations and Director Independence subsections of Corporate Governance.
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| PROPOSAL 1-ELECTION OF DIRECTORS |
What skills and characteristics are currently represented on the Board?
Board Skills and Composition Matrix. The following matrix sets forth, for each Director nominee, the skills they bring to the Board; their age and Board tenure; the number of public company boards on which they serve, each as of March 6, 2023; their independence; and other qualities and experiences that contribute to diverse perspectives. Each Director certified their respective skills, which are further described on the following page, and diversity characteristics as part of the 2022 year-end Director questionnaires.
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| Director | Skills* | 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%) |
* Skills are based on information provided in 2022 year-end Director questionnaires and represent the number of our Director nominees with considerable or extensive experience or expertise in areas that are critical to Regions’ operations, which are discussed in more detail in the following chart.
† Tenure calculated in full-year increments.
‡ Includes Regions’ Board.
1 Indian-American; 2 African-American; 3 Cuban-American; 4 Female; 5 India; 6 Former Soviet Union (now Moldova); 7 Canada; 8 Cuba; 9 Hindi; 10 Russian and Ukrainian; 11 Spanish.
In addition to the composition factors listed above, other characteristics incorporated into the Director questionnaires included veteran status and whether any nominees self-identified as non-binary. None of the Directors self-identified as either of these.
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| PROPOSAL 1-ELECTION OF DIRECTORS |
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| | Audit/Accounting/Finance and Capital Planning | | | | The Board is responsible for reviewing Regions’ complex financial statements and disclosures, financial reporting and internal controls, and for monitoring internal and external auditors. The Board is also responsible for reviewing the Company’s long-term capital plans for safety and soundness. Therefore, it is important to have Directors who understand auditing, financial reporting, finance, and capital allocation. | |
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| | Banking and Financial Services | | | | The banking and financial services industry has unique and inherent risks, challenges, and opportunities. Further, as a full-service financial holding company, we offer a wide range of products and services, some of which may be complex in nature. Experience in the financial services industry contributes to the Board's practical understanding in delivering and directing the Company's strategy and is critical to our success. | |
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| | Business Operations and Technology Innovation/Artificial Intelligence | | | | It is important that Regions be able to provide market-leading client services, transaction processing, and innovation. Our customers expect efficient, high-quality services, many of which are becoming more technology driven, and we must be able to appropriately gather, process, and analyze information to provide our customers with better banking solutions. Our Board should have members who are knowledgeable about and have experience in business operations and technology so that the Board can oversee our efforts to improve our processes, services, and products. | |
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| | Continuous Improvement | | | | Regions is focused on making banking easier by being responsive to customer needs; growing revenue through improvements in generating prudent, profitable, and sustainable growth; increasing efficiency in our processes to reduce costs and drive growth; and promoting innovation. The Board needs Directors with an understanding of how to foster an environment of continuous improvement to assist the Company in meeting its long-term strategic goals. | |
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| | Corporate Governance | | | | The Board is responsible for shaping the Company’s corporate governance priorities and structure, which must be transparent and responsive to our shareholders and can have a significant impact on corporate operations. The Board must have Directors with experience in understanding the constantly evolving corporate governance landscape. Having Directors with experience in corporate governance also better positions the Board to engage with shareholders. | |
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| | Customer Focus
and Community Engagement | | | | Regions is committed to helping our customers and our local communities achieve their financial goals by understanding their needs and investing our resources to help them accomplish their goals. Having individuals on our Board with experience in delivering a positive environment and engaging the community is important to Regions' success. | |
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| | Environmental Sustainability Practices | | | | Regions must be cognizant of current and potential environmental risks and opportunities and how they can impact our long-term value. We continue to focus on operational sustainability goals, deepening our environmental and social risk management, and pursuing opportunities in sustainable finance. Given the growing importance of environmental sustainability to our shareholders, the Board should have Directors with experience in these practices. | |
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| | Executive Compensation and Benefits | | | | When properly structured, executive compensation and benefits discourage imprudent risk taking that could harm the Company and/or customers, while simultaneously acting as a business driver and ensuring alignment with long-term shareholder interests. The Board should have Directors who have experience with the various types of executive compensation and benefits structures that may be employed to achieve this balance. | |
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| | Human Capital Management | | | | Having human capital and talent management experience represented on the Board is important to ensuring smooth transitions, as well as fostering a productive and safe culture and working environment. This expertise also covers risks and opportunities associated with corporate culture and diversity, equity, and inclusion, as well as associate well-being and engagement, all areas that are drivers of long-term value. | |
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| | Information/Cyber Security | | | | As a financial institution, we are trusted with sensitive nonpublic information, and the safekeeping of our customer, associate, and Company data is critically important. Financial institutions are increasingly dependent on information technology and telecommunications to deliver services to consumers and businesses. The Board should have Directors with experience in implementing, establishing, or overseeing information/cyber security systems and protocols. | |
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| | Regulatory Compliance | | | | Regions is subject to the oversight of both federal and state regulators, including the Alabama State Banking Department, the Federal Reserve, the Federal Deposit Insurance Corporation, the SEC, the Consumer Financial Protection Bureau, and the Financial Industry Regulatory Authority. Having Directors with experience in understanding the regulations promulgated by these authorities and how to effectively communicate with our regulators is critical to the Company’s success. | |
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| | Risk Management | | | | Robust risk management is a critical aspect of operating within the financial sector and is embedded throughout our strategic plan. Having Directors with experience in overseeing risk management strengthens the Board's oversight of the risks we face. The Board, therefore, must include Directors who are very familiar with risk management processes. | |
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| | Strategic Planning and Strategy Development | | | | Directors who understand how to strategically plan for the future of the Company, in both the short- and long-term, are better able to oversee and advise management with respect to the formulation and execution of the Company’s strategy and its connection to long-term value. | |
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| PROPOSAL 1-ELECTION OF DIRECTORS |
Who are this year’s nominees?
All of the 13 nominees being voted upon at the annual meeting are standing for re-election.
The following biographies detail the age and principal occupations during at least the past five years for each nominee; the year the nominee joined the Board; and the other public company directorships they have held within at least the last five years. The Directors also serve as the board members of Regions Bank, an Alabama state-chartered commercial bank and wholly-owned subsidiary of Regions.
We are pleased to report that we added Mark Crosswhite, Noopur Davis, and Tom Hill to our Board last year. From Directors Crosswhite’s and Hill’s extensive experience as CEOs of large, regulated companies, to Director Davis’ deep knowledge of technology and cybersecurity, their additions bring a diverse range of skills, experience and perspectives that further contribute to an engaged and well-balanced Board.
Current Director Sam Di Piazza has reached the mandatory retirement age and therefore is not standing for election.
A shareholder who wishes to recommend a candidate for consideration by the NCG Committee may do so at any time.
For more information, see the Questions and Answers about the Annual Meeting and Voting section.
On July 1, 2004, Regions became the successor by merger to Union Planters Corporation and the former Regions Financial Corporation. One of our current Directors was previously a member of the board of directors of the former Regions Financial Corporation. On November 4, 2006, AmSouth Bancorporation was merged with and into Regions. One of our current Directors was previously a member of the board of directors of AmSouth.
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| The Board believes that each of the 13 nominees is well qualified to serve as a Director on Regions’ Board. |
| Each nominee’s key experiences, qualifications, attributes, or skills that led the Board to conclude that they should serve as a Director are described in the following biographies. |
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Mark A. Crosswhite Independent Director Since: 2022 Age: 60 Regions Committees •Audit Committee •NCG Committee
Top 5 Skills Brought to Our Board | | Key Experience and Qualifications •Served as Chairman, President, and CEO of Alabama Power Company, a public utility company and Southern Company subsidiary headquartered in Birmingham, Alabama, from 2014 until his retirement in 2022 •Joined Southern Company in 2004 and served in a variety of roles of increasing responsibility at Alabama Power Company and affiliated companies, including Chairman, President and CEO of Gulf Power and Chief Operating Officer of Southern Company •Chairman of the Board of Prosper Birmingham and serves on the President's Cabinet of the University of Alabama •Has previously served as Chairman of the Boards of the Economic Development Partnership of Alabama, the Business Council of Alabama, and the Birmingham Business Alliance •Brings to the Board extensive experience as a leader of a company in a highly regulated industry Education •Bachelor’s degree, University of Alabama at Huntsville •Juris Doctor degree, University of Alabama School of Law |
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| Audit/Accounting/Finance and Capital Planning | Banking and Financial Services | Business Operations and Technology Innovation/AI | Continuous Improvement | Corporate Governance | Customer Focus and Community Engagement | Environmental Sustainability Practices | Executive Compensation and Benefits | Human Capital Management | Information/ Cyber Security | Regulatory Compliance | Risk Management | Strategic Planning and Strategy Development |
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| PROPOSAL 1-ELECTION OF DIRECTORS |
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Noopur Davis Independent Director Since: 2022 Age: 61 Regions Committees •Risk Committee •Technology Committee
Top 5 Skills Brought to Our Board | | Key Experience and Qualifications •Currently serves as Corporate Executive Vice President, Chief Information Security and Product Privacy Officer of Comcast, a Fortune 30 media and technology company, leading teams responsible for product security and privacy, cloud security, information and infrastructure security, cybersecurity risk, security engineering, security incident response, the Legal Response Center, and technical fraud •Prior to joining Comcast in 2016, served as Vice President of global quality for Intel ISecG •Previously served as Senior Member of Technical Staff at the Carnegie Mellon University Software Engineering Institute, principal of the management consulting firm Davis Systems (also served as Visiting Scientist at Carnegie Mellon University during this time), and has held various leadership and technical positions in Fortune 500 companies •A member of the Institute of Electrical and Electronics Engineers and the Association of Computing Machinery •Throughout her career, has obtained significant experience in complex technology and cybersecurity issues and related risks Education •Bachelor’s degree (Electrical Engineering), Auburn University •Master of Computer Science degree, University of Alabama in Huntsville Honors and Recognition •In February 2023, appointed as a member of the President’s National Security Telecommunications Advisory Committee to advise the administration on the reliability, security, and preparedness of vital communications and information infrastructure |
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Zhanna Golodryga Independent Director Since: 2019 Age: 67 Regions Committees •Risk Committee •Technology Committee (Chair) •Executive Committee
Top 5 Skills Brought to Our Board | | Key Experience and Qualifications •Currently serves as Executive Vice President, Emerging Energy and Sustainability at Phillips 66, a diversified energy manufacturing and logistics company •Previously served as Senior Vice President, Chief Digital and Administrative Officer at Phillips 66 and was responsible for driving digital change by developing and executing digital and technology strategies •Prior to joining Phillips 66 in April 2017, served as Chief Information Officer and Senior Vice President, Services at Hess Corporation, with responsibility for managing the company’s service organizations, including global supply chain, global business transformation program, and global office services, as well as information management, enterprise architecture, infrastructure, and cybersecurity across the business, a role she held beginning in 2012 •Also previously served as Chief Information Officer at BHP Billiton Petroleum, Vice President of Information Technology at TeleCheck International, Manager of Information Systems at Baker Hughes, IT Services Manager at Marathon Oil, and Systems Analyst at 3D/International •Serves on the board of the Memorial Hermann Foundation •Has over 30 years of experience in the energy industry and the information technology field Education •Master’s degree (Mechanical Engineering), Kiev Engineering and Construction Institute Honors and Recognition •50 Most Powerful Women in Oil and Gas, National Diversity Council Other Public Directorships and Board Leadership/Committee Assignments •Novonix Limited: Audit & Risk Committee
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| Audit/Accounting/Finance and Capital Planning | Banking and Financial Services | Business Operations and Technology Innovation/AI | Continuous Improvement | Corporate Governance | Customer Focus and Community Engagement | Environmental Sustainability Practices | Executive Compensation and Benefits | Human Capital Management | Information/ Cyber Security | Regulatory Compliance | Risk Management | Strategic Planning and Strategy Development |
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| PROPOSAL 1-ELECTION OF DIRECTORS |
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J. Thomas Hill Independent Director Since: 2022 Age: 64 Regions Committees •CHR Committee •Risk Committee
Top 5 Skills Brought to Our Board | | Key Experience and Qualifications •Currently serves as Chairman, President, and CEO of Vulcan Materials Company, the nation’s largest producer of construction aggregates and a major producer of aggregates-based construction materials •Has served at Vulcan for over 30 years in a variety of operations and general management assignments of increasing responsibility prior to being appointed President and CEO in 2014 and Chairman in 2016 •Has held leadership positions in a number of industry trade groups, including the Texas Concrete and Aggregates Association, the Florida Concrete and Products Association, and the National Stone, Sand and Gravel Association •Previously served on the boards of the Birmingham Business Alliance, the Economic Development Partnership of Alabama, the U.S. Chamber of Commerce, and the United Way of Central Alabama •Brings to the Board extensive experience as a sitting chief executive and board chair of a large, publicly traded company Education •Bachelor’s degree, University of Pittsburgh •Wharton School of Business, Executive Management Program Other Public Directorships and Board Leadership/Committee Assignments •Vulcan Materials Company: Chairman of the Board; Executive Committee (Chair) |
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John D. Johns Independent Director Since: 2011 Age: 71 Regions Committees •Risk Committee (Chair; Risk Management Expert) •Technology Committee •Executive Committee
Top 5 Skills Brought to Our Board | | Key Experience and Qualifications •Served as Chairman of DLI North America Inc., the North American regional headquarters for Dai-ichi Life Holdings, from 2018 until he retired in June 2020 •From July 2017 through November 2019, served as Executive Chairman and Director at Protective Life Corporation, which in February 2015 became a wholly-owned subsidiary of Dai-ichi Life Insurance Company, Limited, a holding company with subsidiaries that provide insurance and other financial services •From 2003 until July 1, 2017, served as the Chairman and CEO of Protective •Prior to joining Protective in 1993, served as General Counsel at Sonat, Inc. •A founding partner of the Birmingham-based law firm of Maynard, Cooper & Gale, P.C. •Gained considerable experience as a senior executive of a large insurance corporation; extensive exposure to complex financial issues at large public companies; leadership in other business, economic development, civic, educational, and not-for-profit organizations Education •Bachelor’s degree (Psychology), University of Alabama •Master of Business Administration and Juris Doctor degrees, Harvard University Honors and Recognition •2017 Inductee, Alabama Business Hall of Fame •Alabama Academy of Honor Other Public Directorships and Board Leadership/Committee Assignments •Genuine Parts Company: Lead Independent Director; Compensation and Human Capital Committee; Executive Committee •Southern Company: Compensation and Management Succession Committee (Chair); Finance Committee |
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| Audit/Accounting/Finance and Capital Planning | Banking and Financial Services | Business Operations and Technology Innovation/AI | Continuous Improvement | Corporate Governance | Customer Focus and Community Engagement | Environmental Sustainability Practices | Executive Compensation and Benefits | Human Capital Management | Information/ Cyber Security | Regulatory Compliance | Risk Management | Strategic Planning and Strategy Development |
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| PROPOSAL 1-ELECTION OF DIRECTORS |
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Joia M. Johnson Independent Director Since: 2021 Age: 63 Regions Committees •CHR Committee •NCG Committee
Top 5 Skills Brought to Our Board | | Key Experience and Qualifications •Retired in 2021 as the Chief Administrative Officer, General Counsel, and Corporate Secretary of Hanesbrands Inc., a publicly traded marketer of innerwear and activewear apparel, positions that she held since 2016 •Joined Hanesbrands in 2007 as Chief Legal Officer, General Counsel, and Corporate Secretary •Served as Executive Vice President, General Counsel and Corporate Secretary of RARE Hospitality International, Inc. prior to joining Hanesbrands •Throughout her career, has obtained extensive global leadership experience over several corporate functions for publicly traded companies including legal, human resources, corporate social responsibility, government and trade relations, real estate, corporate security, and domestic and global mergers and acquisitions Education •Bachelor’s degree, Duke University •Master of Business Administration degree, Wharton School of Business at the University of Pennsylvania •Juris Doctor degree, University of Pennsylvania School of Law Other Public Directorships and Board Leadership/Committee Assignments •Global Payments Inc.: Compensation Committee; Technology Committee •Sylvamo Corporation: Nominating and Corporate Governance Committee; Management Development and Compensation Committee Former Public Directorships Held During Past Five Years •Crawford & Company
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Ruth Ann Marshall Independent Director Since: 2011 Age: 68 Regions Committees •CHR Committee •NCG Committee (Chair) •Executive Committee
Top 5 Skills Brought to Our Board | | Key Experience and Qualifications •From 2004 until retiring in 2006, served as President of The Americas, MasterCard International, Inc. •Previously served as President, MasterCard North America from 1999 to 2004, where she was responsible for building all aspects of MasterCard’s issuance and acceptance business in the United States, Canada, Latin America, and the Caribbean •Prior to joining MasterCard in 1999, served as Group Executive President of two electronic payment service companies, MAC Regional Network and Buypass Corporation, and upon acquisition of these companies by Concord EFS, became Senior Executive Vice President of the combined companies, where she oversaw marketing, account management, customer service, and product development •Started her career at IBM, where, for more than 18 years, she served in managerial and executive positions •Has broad marketing, account management, customer service, and product development experience, as well as significant domestic and international experience in growing business Education •Bachelor’s (Finance) and Master of Business Administration degrees, Southern Methodist University Honors and Recognition •2018 Most Influential Corporate Directors, WomenInc. •2004 and 2005 “World’s 100 Most Powerful Women,” Forbes.com Other Public Directorships and Board Leadership/Committee Assignments •ConAgra Brands, Inc.: Executive Committee; Human Resources Committee (Chair); Nominating and Corporate Governance Committee •Global Payments Inc.: Governance and Nominating Committee; Technology Committee |
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| Audit/Accounting/Finance and Capital Planning | Banking and Financial Services | Business Operations and Technology Innovation/AI | Continuous Improvement | Corporate Governance | Customer Focus and Community Engagement | Environmental Sustainability Practices | Executive Compensation and Benefits | Human Capital Management | Information/ Cyber Security | Regulatory Compliance | Risk Management | Strategic Planning and Strategy Development |
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| PROPOSAL 1-ELECTION OF DIRECTORS |
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Charles D. McCrary Independent Director Since: 2001 Age: 71 Regions Committees •Executive Committee (Chair)
Top 5 Skills Brought to Our Board | | Independent Chair of the Board
Key Experience and Qualifications •Served as the President and CEO of Alabama Power Company, a public utility company and Southern Company subsidiary headquartered in Birmingham, Alabama, from 2001 until he retired in February 2014 •Also served as Chairman of Alabama Power Company until May 2014 •Career spanning more than 40 years, over which he held various positions of increased responsibility within both Alabama Power and Southern Company •Has served as the Board’s Independent Chair since the beginning of 2019 and previously served as its Lead Independent Director and as the NCG Committee Chair •Serves as a director of the privately-held Great Southern Wood Holdings, Inc. •Brings an understanding of issues that are unique to companies operating in highly regulated industries
Education •Bachelor’s degree (Engineering), Auburn University •Juris Doctor degree, Birmingham School of Law
Honors and Recognition •2003 Inductee, Alabama Engineering Hall of Fame •2009 Inductee, Alabama Academy of Honor •2018 Inductee, Alabama Business Hall of Fame •2020 NACD Directorship 100 •Auburn University Lifetime Achievement Award
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James T. Prokopanko Independent Director Since: 2016 Age: 69 Regions Committees •Audit Committee •NCG Committee
Top 5 Skills Brought to Our Board | | Key Experience and Qualifications •Served as President and CEO of The Mosaic Company, one of the world’s leading producers and marketers of concentrated phosphate and potash crop nutrients, from 2007 through 2015 and then as Senior Advisor until his retirement in January 2016 •From 2006 through 2007, served as Executive Vice President and Chief Operating Officer of The Mosaic Company •Prior to joining The Mosaic Company, held various senior leadership positions at Cargill, Inc. from 1999 through 2006 •Decade-long career at The Mosaic Company and previous service as lead director at Vulcan Materials Company have provided him with an in-depth knowledge of environmental risk management in regulated industries Education •Bachelor’s degree (Computer Science), University of Manitoba •Master of Business Administration degree, Ivey Business School at the University of Western Ontario Honors and Recognition •2015 Corporate Responsibility Lifetime Achievement Award, Corporate Responsibility Magazine •2013 Excellence Award, Center of Excellence in Corporate Philanthropy •Co-authored the article “Sustainability as a Compass for Leadership,” which appeared in the November 2017 edition of Supply Chain Management Review Other Public Directorships and Board Leadership/Committee Assignments •Vulcan Materials Company: Compensation Committee; Governance Committee •Xcel Energy Inc.: Governance, Compensation and Nominating Committee (Chair); Operations, Nuclear, Environmental and Safety Committee |
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| Audit/Accounting/Finance and Capital Planning | Banking and Financial Services | Business Operations and Technology Innovation/AI | Continuous Improvement | Corporate Governance | Customer Focus and Community Engagement | Environmental Sustainability Practices | Executive Compensation and Benefits | Human Capital Management | Information/ Cyber Security | Regulatory Compliance | Risk Management | Strategic Planning and Strategy Development |
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| PROPOSAL 1-ELECTION OF DIRECTORS |
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Lee J. Styslinger III Independent Director Since: 2003 Age: 62 Regions Committees •NCG Committee •Risk Committee
Top 5 Skills Brought to Our Board | | Key Experience and Qualifications •Currently serves as Co-Chairman of the privately-held Altec Inc., a global leader that designs and manufactures products and services for the electric utility, telecommunications, and contractor markets in over 100 countries throughout the world •After joining Altec Inc. in 1983, was named CEO in 1997 and Chairman in 2011; served as Chairman and CEO until October 2021 •Actively serves on the boards of many educational, civic, and leadership organizations •Brings a wealth of management and business experience derived from running a large company in today’s global market Education •Master of Business Administration degree, Harvard University Honors and Recognition •Appointed to the President’s Export Council, advising the President of the United States on international trade policy, from 2006-2008 •Served on the President’s Manufacturing Council in 2017 •Appointed to the President’s Advisory Committee for Trade Policy and Negotiations established by the U.S. Trade Representative •Appointed to the "Great American Economic Revival" advisory counsel by the President in 2020 Other Public Directorships and Board Leadership/Committee Assignments •Vulcan Materials Company: Compensation Committee; Executive Committee; Safety, Health & Environmental Affairs Committee (Chair) •Workday, Inc.: Audit Committee |
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 José S. Suquet Independent Director Since: 2017 Age: 66 Regions Committees •Audit Committee (Chair; Audit Committee Financial Expert) •Executive Committee •Technology Committee
Top 5 Skills Brought to Our Board | | Key Experience and Qualifications •Currently serves as the Chairman and CEO of the privately-held Pan-American Life Insurance Group (“PALIG”), a leading provider of insurance and financial services throughout the Americas and whose flagship member is New Orleans-based Pan-American Life Insurance Company •Prior to joining PALIG in November 2004, held senior management posts in the insurance industry for more than three decades, including serving as Senior Executive Vice President and Chief Distribution Officer of AXA Financial •In December 2016, completed his term as a member of the board of directors of the Federal Reserve Bank of Atlanta, for which he served as Chairman of the Retail Payments Office Oversight Committee •Previously served on the board for the Federal Reserve Bank of Atlanta, New Orleans Branch •Director at the privately-held Ochsner Health System, Louisiana’s largest nonprofit, academic healthcare system, where he serves on the Compensation Committee and the Audit and Oversight Committee •Completed his second and final term on the board of directors of The American Council of Life Insurers in 2019 •His dedication to the United States’ Hispanic community, as well as to the pursuit of product innovation and sales force expansion, have positioned PALIG as the company that Hispanics throughout the Americas rely on to protect their financial security and well-being •Involved in various professional and industry associations •Brings a strong background in enterprise risk management and a commitment to innovation and operational excellence Education •Bachelor’s degree, Fordham University •Master of Business Administration degree, University of Miami Honors and Recognition •Included in the Latinos on Boards feature of Latino Leaders magazine for 2018 through 2020 |
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| Audit/Accounting/Finance and Capital Planning | Banking and Financial Services | Business Operations and Technology Innovation/AI | Continuous Improvement | Corporate Governance | Customer Focus and Community Engagement | Environmental Sustainability Practices | Executive Compensation and Benefits | Human Capital Management | Information/ Cyber Security | Regulatory Compliance | Risk Management | Strategic Planning and Strategy Development |
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| PROPOSAL 1-ELECTION OF DIRECTORS |
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John M. Turner, Jr. Management Director Since: 2018 Age: 61 Regions Committees •Executive Committee
Top 5 Skills Brought to Our Board | | President and Chief Executive Officer
Key Experience and Qualifications •Currently serves as the President and CEO and a Director of Regions Financial Corporation and Regions Bank, a wholly-owned subsidiary of the Company, and leads the Company’s Management Policymaking Committee and Executive Leadership Team •Named President in December 2017 and then CEO in July 2018 •Before being named President, served as Head of the Corporate Bank, a role he took on in 2014 •Joined Regions in 2011 as President of the South Region, leading banking operations in Alabama, Mississippi, South Louisiana and the Florida Panhandle •Before joining Regions, he was named president of Whitney National Bank and Whitney Holding Corporation in 2008 and was elected to the bank’s and holding company’s boards of directors •Before that, was responsible for all geographic line banking functions across Whitney and served as its Eastern Region President •Joined Whitney in 1994 as its Alabama Regional President after nine years at AmSouth Bank, where he held senior consumer, commercial and business positions •Serves on the Business Council of Alabama, Birmingham Business Alliance, Economic Development Partnership of Alabama, A Plus Education Foundation, United Way of Central Alabama, and Infirmary Health System boards. Mr. Turner is a former chairman of the Mobile Area Chamber of Commerce, the Mobile Area Education Foundation and the United Way of Southwest Alabama and is a former board member of Leadership Mobile
Education •Bachelor’s degree (Economics), University of Georgia
Honors and Recognition •Graduate, Leadership Alabama |
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Timothy Vines Independent Director Since: 2018 Age: 57 Regions Committees •Audit Committee (Audit Committee Financial Expert) •CHR Committee
Top 5 Skills Brought to Our Board | | Key Experience and Qualifications •Currently serves as the President and CEO of Blue Cross and Blue Shield of Alabama (“BCBSAL”), a not-for-profit, independent licensee of the Blue Cross and Blue Shield Association, for which he serves as Chairman, and the largest provider of healthcare benefits in Alabama •Served as BCBSAL’s President and Chief Operating Officer from November 2017 through March 2018 before being named its President and CEO in April 2018 •Held BCBSAL’s Executive Vice President position from March through November of 2017 •Served as BCBSAL’s Chief Administrative Officer from August 2012 through March 2017 •Serves as Vice Chair of the Board, Chair of the Finance Committee, and member of the Governance Committee of Prime Therapeutics LLC, a pharmacy benefit management company owned jointly by several Blue Cross and Blue Shield plans, including BCBSAL •Worked in banking for over five years after graduating college •Remains very active in the community through his involvement with multiple nonprofit and charitable organizations, including service on the boards of the Birmingham Business Alliance, Leadership Birmingham, Economic Development Partnership of Alabama, Prosper, Business Council of Alabama, and Mercy Deliverance Ministries •Serves as immediate past chair of the board of trustees at Samford University in Birmingham, Alabama •Possesses an extensive understanding of operating a large company within a highly regulated industry Education •Bachelor’s degree (Finance), Auburn University |
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| Audit/Accounting/Finance and Capital Planning | Banking and Financial Services | Business Operations and Technology Innovation/AI | Continuous Improvement | Corporate Governance | Customer Focus and Community Engagement | Environmental Sustainability Practices | Executive Compensation and Benefits | Human Capital Management | Information/ Cyber Security | Regulatory Compliance | Risk Management | Strategic Planning and Strategy Development |
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| PROPOSAL 1-ELECTION OF DIRECTORS |
How are Directors compensated?
Our Director Compensation Program for independent Directors is designed to: •Pay Directors fairly for the work required at a company of Regions’ size and scope;
•Align Directors’ interests with the long-term interests of our shareholders; and
•Be simple, transparent, and easy for shareholders to understand.
The CHR Committee, in conjunction with its independent compensation consultant, periodically reviews the compensation of the non-management Directors and recommends any changes to the Board. After completing its review in April 2022, the CHR Committee recommended, and the Board approved, certain changes to the Director Compensation Program to ensure it remained competitive and fair. The changes included increasing the annual fee paid to the Risk Committee Chair from $35,000 to $40,000, increasing the annual fee paid to the Audit Committee Members from $10,000 to $15,000, implementing an annual fee paid to the Committee Members for all standing committees, except Audit, of $10,000, and implementing an annual fee paid to the newly created Technology Committee Chair of $25,000 to align with the CHR and NCG Committee Chairs. The following table describes all of the components of the 2022 Director Compensation Program:
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Compensation Element | 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 |
(1) Annual Cash and Equity Retainers may be deferred at the Director’s option in accordance with the Regions Financial Corporation Directors’ Deferred Investment Plan and the Regions Financial Corporation Directors’ Deferred Restricted Stock Unit Plan, respectively.
(2) The Additional Annual Retainer for the Chair of the Technology Committee was effective February 8, 2022, the date the Technology Committee was formed.
How the Regions Financial Corporation Directors’ Deferred Investment Plan works. Under the plan, non-management Directors may voluntarily elect to defer some or all of their cash compensation. The cash compensation is deferred until the time of payment elected by the Director or earlier in the event of certain other distribution events described in the plan. Most Directors have elected to defer receipt of all or a portion of their cash compensation.
Prior to 2021, deferred amounts were held in a bookkeeping account that was credited with notional shares of Regions common stock, and any dividends paid on common stock were credited to the account as additional notional shares of common stock. Then at the end of the deferral period, the Director’s account was settled in shares of common stock, plus cash for any fractional share. Beginning in 2021, a Director may elect to have deferred amounts notionally invested in investments similar to those available to participants in the Regions Financial Corporation Excess 401(k) Plan (“Excess 401(k) Plan”), in addition to Regions common stock. Any earnings and losses attributable to the underlying notional investments will be credited to the Director’s account. Then at the end of the deferral period, the Director’s account will be settled in cash.
How Restricted Stock Units work. The Annual Equity Retainer is paid in RSUs. Directors have the option to defer
receipt of their RSUs in the Directors’ Deferred Restricted Stock Unit Plan. If a Director makes a timely election under the plan, his or her RSUs will be notionally credited to an account in the Director’s name. Dividend equivalents, if any, also are notionally credited to the Director’s account as of the date any cash dividends are paid with respect to the common stock underlying the RSUs. The deferred RSUs then will be paid in shares of Regions common stock on a date designated by the Director, which may be the date he or she terminates service as a Director or an anniversary of the date on which the RSUs were granted (but no later than the tenth anniversary of the grant date). Payment of the deferred RSUs are accelerated in the event of a Director’s death or a change in control of the Company.
How the Regions Matching Gifts Program works for Directors. Directors, as well as members of the Company’s Executive Leadership Team, are eligible to participate in our Matching Gifts Program. Under this program, Regions will match, dollar for dollar, gifts of $50 or more, up to a total of $5,000 per year, to eligible tax-exempt organizations that must have a primary mission that clearly fits one of these six categories: education and workforce readiness; economic and community development; financial wellness; arts and culture; service members/veterans organizations; and individuals with disabilities.
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| PROPOSAL 1-ELECTION OF DIRECTORS |
Compensation paid in 2022 to Independent Directors. The following table contains information about the compensation paid to the independent Directors who served during 2022:
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Name | Fees Earned or
Paid in Cash
($) | 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 |
(1) Cash and equity compensation was pro-rated to reflect partial year of service. Ms. Byrd and Mr. DeFosset retired from the Board in April 2022. Mr. Crosswhite, Ms. Davis, and Mr. Hill joined the Board effective July 1, 2022.
(2) Due to administrative oversight, Mr. McCrary, our Independent Chair of the Board, was not paid the RSU portion of the Additional Annual Fee for Independent Non-Executive Chair of the Board in 2019, 2020, and 2021. In addition to the 2022 RSU award made on April 25, 2022, on February 8, 2022, Mr. McCrary received an RSU award to satisfy the amounts due. The grant includes: (a) 7,151 RSUs (which includes 773 RSUs in respect of accrued notional dividends) for service in 2019 (the "2019 Grant"), (b) 10,210 RSUs (which includes 668 RSUs in respect of accrued notional dividends) for service in 2020 (the "2020 Grant"), and (c) 4,846 RSUs (which includes 109 RSUs in respect of accrued notional dividends) for service in 2021 (the "2021 Grant"). The grant date fair value of the RSUs awarded on February 8, 2022, was $25.09 per share. In the case of the 2019 Grant and the 2020 Grant, the RSUs were deemed fully vested at grant. In the case of the 2021 Grant, the RSUs vested at the 2022 Annual Meeting of Shareholders.
(3) The amounts presented in this column represent, computed in accordance with FASB ASC Topic 718, the grant date fair value of the 2022 RSU award made to all independent Directors in service on April 25, 2022, and in the case of Directors Crosswhite, Davis, and Hill, in service on July 1, 2022. The grant date fair value of the RSUs awarded on April 25, 2022, was $21.60 per share. All RSUs awarded April 25, 2022, are scheduled to vest in one lump sum on the date of the 2023 Annual Meeting. Mr. Crosswhite, Ms. Davis, and Mr. Hill each received an RSU award when appointed to Regions’ Board on July 1, 2022. The grant date fair value of the RSUs awarded on July 1, 2022, was $19.03 per share. The RSUs awarded July 1, 2022, are scheduled to vest in one lump sum on the date of the 2023 Annual Meeting.
(4) The amounts presented in this column reflect matching charitable gifts made through the Regions Matching Gifts Program.
The table below sets forth those independent Directors who served during 2022 and who had RSUs outstanding as of December 31, 2022, and the number outstanding as of that date. None of the independent Directors had stock options outstanding as of December 31, 2022.
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Name | 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 |
(1) The amounts presented in this column represent outstanding RSUs and dividend equivalents, if any, that have been notionally credited to the Director’s account as of the date any cash dividends were paid with respect to the common stock underlying the RSUs.
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PROPOSAL 2—RATIFICATION OF
APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM |
The Board is asking shareholders to ratify the appointment of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2023. The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm (that is, the independent auditor) retained by Regions to audit the Company’s financial statements and internal controls over financial reporting. Although the Audit Committee has the sole authority to appoint the independent auditor, as a matter of good corporate governance, the Board is submitting the Audit Committee’s selection of the independent auditor to our shareholders for ratification.
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The Board unanimously recommends you vote “FOR” the ratification of the appointment of EY. |
Why does the Board recommend a vote “FOR” this proposal? Based on the evaluation and considerations set forth in this proposal, the Audit Committee and the Board believe that the continued engagement of EY to serve as Regions’ independent auditor is in the best interests of Regions and its shareholders.
The Audit Committee annually evaluates the performance of the Company’s independent auditor and determines whether to reengage the current independent auditor or consider other audit firms. Factors considered by the Audit Committee in its 2022 annual evaluation included:
•EY’s qualifications; the quality and efficiency of services provided, including industry-specific knowledge and technical expertise; and recent results of EY’s commitment to audit quality.
•EY’s independence, objectivity, and ability to communicate with the Audit Committee and key management stakeholders in a transparent, timely, and effective manner. See independence controls discussed in the subsection How is Regions assured that EY remains independent?
•Appropriateness of audit fees for audit and non-audit services, both on an absolute basis and as compared to peers.
•Recent results of inspection reports on the firm and EY’s Peer Review Report on the firm’s System of Quality Control.
•Known legal risks and any significant legal or regulatory proceedings.
•Assessment of past performance of both the lead audit partner and the audit engagement team.
•Tenure of the firm engaged, the benefits and drawbacks of longer tenure, the required rotation of the lead partner and engagement partner, and the impact of changing auditors.
Some of the strengths highlighted in the most recent evaluation include: (i) significant lead audit partner involvement; (ii) audit partners’ deep knowledge of Regions’ business processes, resulting in effective leverage of Regions’ control processes and documentation; and (iii) consistently bringing subject matter experts to bear, as necessary.
EY (or its predecessors) has served as Regions’ independent auditor since 1971. Serving as Regions’ independent auditor for an extended period has allowed EY to obtain extensive institutional knowledge and understanding of the Company’s accounting policies and practices and internal control over financial reporting. A representative of the firm will be present at the annual meeting to make a statement if they so desire and to respond to appropriate questions from shareholders.
What is the effect of this proposal? Although ratification is not required by applicable laws, our By-Laws, or otherwise, the Board is submitting the selection of EY to shareholders for ratification because the Company values shareholders’ views on our independent registered public accounting firm. The Audit Committee intends to carefully consider the results of the vote. If shareholders do not ratify the appointment of EY, the committee will reconsider EY’s selection. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if the Committee determines that such a change would be in the best interests of the Company and its shareholders.
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| PROPOSAL 2-RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
What fees were paid to EY?
The aggregate fees billed to Regions by EY for services provided in each of 2022 and 2021 are set forth in the following table: | | | | | | | | |
| 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 | |
(1) “Audit fees” include fees associated with the annual audit of Regions’ consolidated financial statements included in the Annual Report on Form 10-K and internal control over financial reporting, review of Regions’ quarterly reports on Form 10-Q, SEC regulatory filings, and statutory audits.
(2) “Audit-related fees” include fees associated with audits of employee benefit plans and service organization reports.
(3) “Tax fees” include fees associated with tax compliance services, including the preparation, review, and filing of certain tax returns, as well as tax advisory services.
(4) “All other fees” includes fees associated with advisory services.
The Audit Committee is responsible for the audit fee negotiations associated with the Company’s retention of EY. In accordance with the Audit Committee Charter, the Audit Committee must pre-approve any engagement of EY for audit services and, subject to certain de minimis exceptions described in Section 10A(i)(1)(B) of the Exchange Act, for non-audit services on a case-by-case basis. The Audit Committee has delegated to its Chair the authority to pre-approve audit
and permissible non-audit services. Any such pre-approval of audit or permissible non-audit services pursuant to this delegation of the full Audit Committee’s authority must be presented to the Audit Committee at its next regular meeting for ratification. In 2022, all audit and permissible non-audit services provided by EY were pre-approved or ratified by the Audit Committee.
How is Regions assured that EY remains independent?
The Audit Committee recognizes the importance of maintaining the independence of Regions’ external auditor, both in fact and in appearance. Consistent with SEC and Public Company Accounting Oversight Board (“PCAOB”) requirements regarding auditor independence, the Audit Committee has responsibility for appointing, setting the compensation for, and overseeing the work of EY.
Audit Committee Oversight. The Audit Committee’s oversight of the independent auditor includes regular meetings with EY, with and without management present. The Audit Committee reviews and tracks progress and performance against EY’s annual commitment letter and oversees the annual evaluation of the independent auditor to determine whether reappointment is appropriate. In addition, the Audit Committee and its Chair are directly involved in the rigorous process of selecting new lead audit partners.
Limits on Non-Audit Services. The Audit Committee must pre-approve all non-audit services. Permissible services are determined in accordance with SEC and PCAOB rules.
EY’s Internal Independence Process. EY conducts periodic internal reviews of its audit and other work, assesses the adequacy of partners and other personnel working on the
Company’s account, and rotates the lead assurance engagement partner at least every five years to provide a fresh perspective and to comply with regulatory requirements. The next lead audit partner rotation will occur during 2023, followed by another rotation scheduled for 2028.
Strong Regulatory Framework. EY, as an independent registered public accounting firm, is subject to PCAOB inspections and oversight, a Peer Review Report on the Firm’s System of Quality Control, and SEC oversight.
Hiring Restrictions. To avoid potential conflicts of interest and comply with SEC rules, the Audit Committee has adopted restrictions on our hiring of any current or former employee of EY if such hiring would jeopardize EY’s independence.
The Audit Committee has engaged EY to provide audit, tax, and other non-audit services. The Audit Committee carefully considered and determined that Regions’ engagement of EY for tax and other non-audit services does not impair EY’s independence. EY has advised the Audit Committee that it is an independent accounting firm with respect to the Company in accordance with the requirements of the SEC and the PCAOB.
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| PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”) |
The Board is providing shareholders with the opportunity to cast an advisory vote on the Company’s executive compensation paid to NEOs described in the CD&A, the compensation tables, and related disclosures, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and Section 14A of the Exchange Act. This type of proposal is known as a “Say-on-Pay” proposal.
The shareholders, at the Company’s 2018 Annual Meeting, overwhelmingly voted in favor of an annual advisory vote, and the Board affirmed the recommendation and has currently elected to hold Say-on-Pay advisory votes on an annual basis. SEC rules require us to hold a “frequency” vote at least once every six years to allow our shareholders to decide how often they would like to be presented with the advisory vote; therefore, the next Say-on-Pay “frequency” vote will occur at our 2024 Annual Meeting.
This Say-on-Pay proposal gives you, as a shareholder, the opportunity to vote “For” or “Against” the following resolution:
“RESOLVED, that the shareholders of Regions Financial Corporation (the ‘Company’) approve the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion presented in the Company’s 2023 Proxy Statement.”
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The Board unanimously recommends you vote “FOR” the compensation of our NEOs as set forth in this proxy statement. |
Why does the Board recommend a vote “FOR” this proposal? Our overall executive compensation policies and procedures are described in the CD&A and the tabular disclosure regarding NEO compensation (together with the accompanying narrative disclosure). Our compensation policies and procedures are centered on a “pay-for-performance” culture. We emphasize compensation opportunities that reward results. Our stock ownership requirements and use of stock-based incentives foster the creation of long-term value. In doing so, our executive compensation program supports our strategic objectives and mission and is strongly aligned with the short- and long-term interests of our shareholders, as described in the CD&A.
The CHR Committee, which is composed entirely of independent Directors, in consultation with Frederic W. Cook & Co., Inc., its independent compensation consultant, oversees the Company’s executive compensation program and continuously monitors the Company’s policies to ensure they emphasize programs that reward executives for results that are consistent with shareholder interests and with the safety and soundness of the Company.
The Board and the CHR Committee believe that Regions’ commitment to these reasonable and responsible compensation practices warrants a vote by shareholders “FOR” the resolution approving the compensation of our NEOs as disclosed in this proxy statement. Prior to submitting your vote, we encourage you to carefully review the CD&A and the Compensation of Executive Officers sections for a detailed discussion of the Company’s executive compensation program, including information about the 2022 compensation of our NEOs.
What is the effect of this proposal? Because your vote is advisory, it will not be binding upon the Company, the CHR Committee, or the Board and will not be construed as overruling any decision by the Board or the CHR Committee. The Board and the CHR Committee, however, value our shareholders’ views on executive compensation matters and will take the outcome of the vote into account when considering future executive compensation arrangements for the NEOs.
Overview
Regions’ Board and executive management work together to comply with laws and regulations, as well as to provide guidance for sound decision-making and accountability. Maintaining legal and regulatory compliance is, however, a minimum standard, and we endeavor to exceed this by keeping pace with the constantly evolving governance landscape. We maintain an environment of openness and strive to protect our culture by promoting Regions’ values. We do this because it is the right thing to do, and we believe that our customers, shareholders, associates, and communities expect it if they are to continue giving us their trust and confidence.
Keeping our core value “Do What is Right” in mind, we believe that Regions has implemented a strong corporate governance program that incorporates many leading practices. For a list of some of our corporate governance practices, see the Board, ESG, and Compensation Facts chart in the Proxy Summary.
Corporate governance framework. Through its NCG Committee, the Board evaluates our corporate governance policies and practices, which form our corporate governance framework, against evolving best practices.
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| | The following documents are available at ir.regions.com/governance: | |
| Corporate Documents •Corporate Governance Principles •By-Laws •Code of Business Conduct and Ethics •Code of Ethics for Senior Financial Officers •Fair Disclosure Policy Board Committee Charters •Audit Committee Charter •CHR Committee Charter •NCG Committee Charter •Risk Committee Charter •Technology Committee Charter •Executive Committee Charter ESG Documents •Annual Review & ESG Report •TCFD Report •Workforce Demographics (EEO-1) Index •Environmental Sustainability Statement •Greenhouse Gas Inventory Assurance and Verification Statement •Human Rights Statement •Supplier Code of Conduct •SASB Index •CDP Climate Change Questionnaire Response •Community Engagement Report •GRI Index •Government Affairs Reports | |
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Also available on our website are this proxy statement; the 2022 Annual Report on Form 10-K; the CEO’s Letter; information regarding our executive officers, Directors, and Board committee composition; and instructions on how to contact the Board.
Regions’ shareholders may also obtain printed copies of these documents by writing to:
Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attention: Investor Relations
Corporate Governance Principles. Regions’ Corporate Governance Principles are the foundation of our commitment to best practices. The Board adopted the principles to further its long-standing goal of providing effective governance of Regions’ business and affairs for the long-term benefit of shareholders. The principles are reviewed at least annually and revised from time to time to ensure they remain effective within the constantly changing corporate governance landscape.
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Commitment to Leadership Diversity
with a Version of the Rooney Rule
in our Corporate Governance Principles |
| 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. |
Our Corporate Governance Principles address important governance matters, including, but not limited to:
•Structure of the Board and its leadership
•Director qualification standards
•Nomination and selection of new Directors
•Director responsibilities and expectations
•Board operations, including scheduling meetings and selecting agenda items for meetings
•Director access to management, associates, and independent advisors
•Director orientation and continuing education
•Management succession planning and CEO evaluation
•Annual performance evaluation of the Board, committees, and individual Directors
•Interaction with investment managers and the press and shareholder engagement
Shareholder Engagement
We take a long-term approach to value creation, and we take a similar approach to shareholder engagement. For that reason, Regions is committed to constructive and meaningful communications with our shareholders and building ongoing relationships over time.
We do not view engagement with our shareholders as a “check-the-box” phone call or occurring only during proxy season. Instead, we consider proper shareholder engagement to be a continuous relationship throughout the year. Engaging with our shareholders and soliciting their points of view while operating under “business-as-usual” circumstances is critical to providing long-term value to all of the Company’s stakeholders.
For our outreach this year, we contacted many of our institutional shareholders to solicit their feedback on our practices and disclosures with respect to ESG, corporate governance, and compensation. This invitation to engage resulted in discussions with shareholders representing approximately 24% of our outstanding share ownership. We summarized the feedback and views expressed during these engagement sessions for discussion with both senior management and the Board.
Our corporate governance shareholder engagement program is supplemented by engagements with shareholders throughout the year, with our executive management team and Investor Relations representing the Company. These separate engagements can occur during investor roadshows, shareholder conferences, one-on-one meetings, and earnings calls. Strategy and financial results are some of the topics typically covered.
As always, we value the views of our shareholders and believe these dialogues are critically important to ensuring that we remain aligned with their interests. We use our shareholder engagement process to determine the priority areas of focus for our investors, and we have worked to be responsive to the feedback we have received. Many of the enhancements made to our corporate governance and ESG programs in recent years, as highlighted throughout this proxy statement, have resulted from these valuable conversations.
The following chart describes our typical year-round corporate governance shareholder engagement cycle:
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•The Corporate Governance, Investor Relations, and Total Rewards groups review the shareholder engagement plan, implementing shareholder feedback and considering ways to enhance the process
| è | •Publish and make available our proxy statement, Annual Report on Form 10-K, CEO’s Letter, Government Affairs Annual Report, and Community Engagement Report •Hold our annual shareholder meeting |
| é | Late Fall/Winter | | Late Winter/Spring | ê |
| Year-Round Engagement |
| Late Summer/Fall | | Summer |
•Engagement requests sent to certain institutional shareholders and meetings commence; shareholders are encouraged to candidly provide their views on corporate governance issues, including executive compensation and ESG practices and disclosures •Shareholder feedback is summarized and presented to senior management and the NCG Committee for discussion | ç | •Board reviews the Company’s corporate governance documents to ensure they reflect best practices, support the Company’s strategy, and maximize long-term shareholder value, taking into consideration the annual meeting voting results and other feedback from shareholder engagements •Publish our Annual Review & ESG Report |
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| Ongoing Engagement |
•Engage with shareholders throughout the year at various events and conferences •Directors engage with corporate governance representatives of our institutional shareholders throughout the year, as appropriate |
Director Succession Planning and Board Refreshment
Our Board and NCG Committee maintain a robust refreshment and recruitment process in which the members focus on identifying, considering, and evaluating potential Board candidates based on current and expected future Board needs. The NCG Committee has a variety of tools at its disposal to evaluate the need for refreshment at any given time, including the results of the Board’s self-evaluation process; point-in-time statistics on the Board; the Board Skills and Composition Matrix; and a refreshment timeline, which is reviewed and updated quarterly.
When a need for refreshment is identified, the NCG Committee conducts a thoughtful evaluation focused on aligning the diverse skills, experience, backgrounds, and characteristics of our Board with the strategic development of the Company. The NCG Committee and Board undertake a thorough review and
vetting process before a candidate is recommended by the NCG Committee to the Board for membership. During this process, the NCG Committee considers factors such as skills and expertise brought to the Board, other boards on which the candidate serves, qualities that would further diversify the Board’s membership, and any potential conflicts of interests.
Given Director Di Piazza’s retirement at the upcoming annual meeting, as well as expected retirements of additional Directors in the coming years due to reaching our mandatory retirement age, the NCG Committee spent considerable time in 2022 focusing on intentional, long-term Board refreshment. To that end, we added Mark Crosswhite, Noopur Davis, and Tom Hill to our Board last year. The Committee considered Directors Crosswhite’s and Hill’s extensive experience as CEOs of large, regulated companies, and Director Davis’ deep knowledge of
technology and cybersecurity, and believes that their additions bring a diverse range of skills, experience, and perspectives that further contribute to an engaged and well-balanced Board. Further, the NCG Committee thoroughly evaluated these Directors’ skills when considering appropriate committee appointments, both in terms of the expertise each brings to the Board, as well as the committee assignment that would most
quickly acclimate each Director to Regions’ business and the overall function of the Board.
The following chart provides an overview of the Board’s process to identify, evaluate, appoint, and onboard new Directors, including the three new Directors on our Board:
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| Identification of Candidates | 4 | Assessment, Interviews, and Discussions | 4 | Recommendation and Appointment | 4 | Onboarding | |
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| The NCG Committee reviews candidates identified by independent Directors; an independent search firm; associates and management; shareholders; and self-recommendations, among other sources. | | 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. | |
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Director Onboarding and Education
Director onboarding and ongoing education programs are important components of fostering Board effectiveness. Regions’ Director Onboarding and Ongoing Education Program engages Directors through a mixture of in-house training, outside programs, and on-site activities. This program includes robust onboarding of new Directors; regular reviews of compliance and corporate governance developments; business-specific learning opportunities through site visits and Board meetings; and briefing sessions on topics that present special risks to and opportunities for the Company. Further, from time to time corporate governance representatives from our large institutional investors have engaged with members of our Board on various topics of importance to shareholders.
Onboarding. Regions’ comprehensive program begins with onboarding activities and includes a thorough orientation process that acclimates new Directors to Regions, the Board, the initially assigned committees, and management. Director onboarding involves a combination of written materials, presentations, facility site visits, and meetings with members of the Board, management, and other appropriate associates, and continues over an extended period of time. Topics for orientation include an in-depth review of Regions’ strategic plan, an overview of the business, financial performance, and capital planning, and a discussion of risk management and regulatory issues, as well as detailed committee-specific training. Typically, additional educational sessions are provided to new Directors, as well as any other Directors who would like to attend, the day before their first full round of Board and committee meetings. Directors new to public company board service may also be assigned a Director mentor.
When possible, members of management will meet with new Directors prior to their first Board and committee meetings to review the meeting materials. This assists new Directors in further understanding the materials, which might be unfamiliar to them. By doing so, new Directors are better able to step into their oversight roles and begin making meaningful contributions to the Board more quickly.
In addition, new Directors typically serve on either the Risk Committee or the Audit Committee to help them become acclimated to the Company faster. When assigned to a new committee, existing Directors are provided with committee-specific training similar to that given to new Directors, so that the new committee member is quickly up to speed on committee matters.
Ongoing education. The Corporate Governance Principles provide that Directors receive continuing education in areas that will assist them in discharging their duties. Directors are, on an ongoing basis, provided information and education on products and services offered by Regions; significant risks and compliance issues; cyber and information security; legal, regulatory, and supervisory requirements and expectations applicable to the Company and its affiliates; corporate governance best practices; changes in the financial services industry; and other topics identified by the Directors as areas of interest. The Board also periodically receives in-house training sessions on various topics conducted by outside experts, such as national law firms, industry-leading audit firms, and consultants/advisors.
Board Evaluations
Each year the NCG Committee oversees the self-evaluation process for our Board, its committees, and individual Directors. This process ensures the Board and its committees are best equipped to create shared value for the Company’s shareholders, and the results are considered when determining the slate of Director nominees for each annual meeting. The self-evaluation program assesses the Board’s and committees’ performance in areas such as Board composition and refreshment, Board and committee oversight and ability to carry out their responsibilities, oversight of corporate strategy, and interactions between the Board and management and key stakeholders.
At Regions, our Directors believe that appropriate Board refreshment, accompanied by meaningful annual Director evaluations that include honest and thought-provoking conversations, creates an environment where Board members are independent, engaged, and productive and have the relevant experience and expertise to oversee Regions as it executes on its strategy.
The following chart further describes the Board’s self-evaluation process:
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| | Continually Enhanced Self-Evaluations | | Prior to beginning the annual self-evaluation, the NCG Committee considers possible enhancements to the process to ensure continued effectiveness, including whether to use a third-party evaluator. Any feedback on the self-evaluation process from the prior year is incorporated. | | |
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| | Board Operations | | Directors provide feedback on Board operational matters as part of their annual Director questionnaires, outside of the formal evaluation discussions, so that the Directors may focus on more substantive matters during the self-evaluation executive sessions. | | |
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| | One-on-One Discussions | | The Independent Chair of the Board holds discussions with each of the other independent Directors to obtain their candid feedback on Board effectiveness and Directors’ performance. Committee Chairs also hold one-on-one discussions with the members of their respective committees. The Independent Chair of the Board provides a verbal summary of one-on-one discussions to the full Board, as appropriate. | | |
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| | Committee and Full Board Discussions | | Each committee conducts its own self-evaluation on topics that are specific to that committee. These discussions are summarized for the full Board, as appropriate. The Chair of the NCG Committee and Independent Chair of the Board facilitate the full Board’s self-evaluation discussion. The self-evaluation pays particular attention to the Board’s oversight of Regions’ risk management framework, Board refreshment, and the Board’s ability to take actions and make decisions efficiently and independently from management. | | |
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| | Focus on Outcomes | | Following the self-evaluation discussions, the Chair of the NCG Committee has the opportunity to meet with the Chief Legal Officer and Chief Governance Officer to discuss follow-up items. The NCG Committee and its Chair track and implement follow-up actions, as appropriate. | | |
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| | Ongoing Evaluations | | Directors are encouraged to raise any topics related to the self-evaluation process with the Chair of the NCG Committee, the Chair of an applicable committee, the Independent Chair of the Board, or with the whole Board, as appropriate, at any point during the year. | | |
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Board Leadership Structure
Governance and independent Board oversight play critical roles at Regions. The Board assumes an active role in providing oversight of, and guidance to, our executive management team and maintaining a strong system of checks and balances. As part of this system, the Board is responsible for determining the proper Board leadership structure to ensure independent and effective Company oversight.
Based on the requirements of the NYSE listing standards, our Corporate Governance Principles, corporate governance trends and expectations, and an assessment of current needs, the Board believes that an appropriate leadership structure includes a substantial majority of independent Directors with diverse characteristics, backgrounds, and experiences; extremely capable committee Chairs; and strong independent leadership provided by either an independent, non-executive Chair or a Lead Independent Director. The Board’s current leadership structure meets these objectives.
We have not adopted a policy mandating the separation of the Chair and CEO positions. Rather, the Board believes that its leadership structure should be flexible to accommodate different approaches based on its evaluation of the best interests of the Company and our stakeholders at any given time. The Board carefully considers its leadership structure and composition each year in consultation with the NCG Committee as part of its continuous succession planning process.
One critical aspect of the Board’s leadership structure analysis is determining how best to honor the Board’s commitment to maintaining robust independent leadership, given the present needs of the Company. After undertaking such an evaluation this year, the Board continues to believe that the Company’s interests are best served at this time by having an independent Chair provide leadership to the Board.
Separating the roles of Chair and CEO is a beneficial and effective option for the Company at this time because it capitalizes on Mr. McCrary’s previous Board experience and
knowledge of the Company, while simultaneously providing independent oversight of management and maintaining clear accountability to Regions’ shareholders, customers, and associates concerning the performance of the Company. Additionally, the Board has determined that the Company benefits from having Mr. Turner, its CEO, who is intimately involved with and responsible for managing the Company’s operations and strategy, also serve on the Board and represent the Company to our customers, shareholders, associates, regulators, communities, and the public. Mr. Turner provides a critical link between the Board’s oversight and the day-to-day operations of the Company. This continuity allows management and the Board to function efficiently and to collaborate in fulfilling the Company’s goals and strategies.
The following describes the Chair’s key responsibilities. A more complete list is included in our Corporate Governance Principles.
•Establishes the agenda and presides at executive sessions of the Board’s independent Directors
•Approves information sent to and meeting agendas for the Board
•Presides at Board meetings and the annual meeting of shareholders
•Calls special meetings of the Board
•Acts as a liaison and facilitates communication among Directors
•Engages with our institutional shareholders
•Provides leadership to the Board in a time of emergency or crisis
•Acts as a sounding board and advisor to our CEO
•In addition to ongoing discussions throughout the year, conducts formal one-on-one discussions as part of the annual Director self-evaluation process
Mr. McCrary’s depth of knowledge and experience in leadership roles, both on the Board and externally, continue to uniquely position him as a well-qualified, well-informed choice for Chair of the Board. Throughout Mr. McCrary’s tenure as a Director, including previously as the Board’s Lead Independent Director, the Company has undergone significant changes and successfully met several challenges. These experiences have provided Mr. McCrary with institutional knowledge about the Company that is invaluable to an independent Chair. Mr. McCrary also has notable leadership experience from having served as the President and CEO of a public utility company for over a decade. Consequently, he possesses a valuable understanding of issues unique to companies in highly regulated industries.
Ultimately, in the Board’s opinion, Mr. McCrary has the management and leadership skills to understand and promote the Company’s values while effectively executing the Board’s strategies and initiatives in a manner most beneficial to the Company and its stakeholders. This, combined with Mr. Turner’s daily management of Regions’ operations and strategy, leads to a strong and effective Board.
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| Elements Considered When Evaluating the Board’s Leadership Structure |
| 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) |
Management Succession Planning
Similar to Director succession planning, thoughtful management succession planning is critical to creating long-term stakeholder value; therefore, it is important that management coordinate with the Board to plan for management succession and to develop related processes. This is particularly important for CEO succession. Similar to our Director succession planning process, the Company adopted a version of the Rooney Rule for management succession, which provides that when searching for candidates for a Section 16 Officer position, including a CEO successor, Regions shall endeavor to include diverse candidates in the pool from which the candidate is chosen.
The Board has delegated primary oversight of management succession to the CHR Committee. The CHR Committee and the NCG Committee coordinate on overseeing CEO succession planning. These committees work with the CEO to plan for CEO succession, as well as to develop plans for interim succession for the CEO in the event of an unexpected occurrence. The succession plans are updated and reported to the Board at least annually.
Limitations on Other Board Service
The Board has adopted restrictions, consistent with market standards, on the number of outside publicly-traded company boards and audit committees on which Directors may serve. The Board established the following limits to ensure Directors are able to dedicate sufficient time to Regions’ Board:
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| Director Category | Limit on publicly-traded company board and audit committee service, including Regions |
| 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 |
The NCG Committee may grant exceptions to the limits on a case-by-case basis after determining that so serving will not impair the Director’s service on Regions’ Board in light of the Director’s other time commitments, record of attendance at Board and committee meetings, potential conflicts of interest, and other legal considerations. Throughout the year, the NCG Committee monitors the service of the Company’s Directors on boards and board committees of other companies and consults with Directors, as needed, to assess the potential impact on
the individual Director’s ability to devote sufficient time and attention to their duties as a Director of Regions. Further, Regions’ Directors review proposed service on the board of any additional public company with the NCG Committee prior to accepting any such position.
All 13 Director nominees are in compliance with Regions’ limitations on service on other publicly-traded company boards.
Director Independence
Our Board is committed to maintaining objective, independent oversight of management in upholding its responsibilities to our shareholders and in carrying out the strategic objectives of Regions. The value we place on the independence of our Directors is reflected in our corporate governance documents, Board committee charters, annual independence review of our Board members, and the role of our Independent Chair.
The Board, on an annual basis, affirmatively determines the independence of each Director and nominee for election as a Director. In determining Director independence, our Board considers the NYSE’s listing standards and the standards set forth in our Corporate Governance Principles. For our Directors to be considered “independent directors” under the NYSE’s listing standards, our Board must make an affirmative determination that each such Director does not have a “material relationship” with Regions (either directly or as a partner, shareholder, or officer of an organization that has a relationship with Regions). The NYSE’s listing standards also include bright-line tests that preclude a determination of independence. To aid in conducting this evaluation, our Corporate Governance Principles describe relationships and transactions involving Regions that, in the absence of unusual facts and circumstances, are presumptively not material for independence purposes in that they would not impair a Director’s exercise of independent judgment or compromise the oversight role that an independent Director is expected to perform for the Company.
Pursuant to our Corporate Governance Principles, a majority of our Board must be independent. In addition, in accordance with our Board committee charters and applicable law, members of the Audit Committee, the Compensation and Human Resources Committee, and the Nominating and Corporate Governance Committee must meet the independence requirements of the NYSE and the SEC, as well as any other applicable laws, rules, and regulations governing
independence. Pursuant to the charters of the Risk Committee and the Technology Committee, the members of such committees must also qualify as independent under the NYSE’s listing standards and other applicable laws, rules, and regulations governing independence.
Board independence determinations. In February 2023, the Board and NCG Committee conducted their annual review of each Director’s independence. The Board, based upon the recommendation of the NCG Committee, affirmatively determined that each Director is an independent Director, other than John M. Turner, Jr., Regions’ President and CEO. Accordingly, approximately 93 percent of Regions’ current Directors (including our retiring Director), as well as all members of the Audit Committee, the CHR Committee, the NCG Committee, the Risk Committee, and the Technology Committee, are independent directors within the meaning of the listing standards of the NYSE. The following current Directors have been affirmatively determined by the Board to be independent: Mark A. Crosswhite; Noopur Davis; Samuel A. Di Piazza, Jr.; Zhanna Golodryga; J. Thomas Hill; John D. Johns; Joia M. Johnson; Ruth Ann Marshall; Charles D. McCrary; James T. Prokopanko; Lee J. Styslinger III; José S. Suquet; and Timothy Vines.
Transactions with Directors. Director Turner is employed by Regions. Therefore, under the NYSE bright-line “material relationship” tests, he was determined not to be independent. As such, he is not considered in the remaining independence determinations that follow. With respect to the remaining Directors, the following chart reflects transactions and relationships, as applicable, between Regions and:
•our non-management Directors or their immediate family members;
•a company or charitable organization of which the non-management Director or the Director’s immediate family
member is, or was during 2022, a partner, officer, or employee; or
•a company in which the non-management Director or the Director’s immediate family member holds a significant ownership position.
All of these transactions were considered by our Board in making its determination with respect to each of our non-management Directors’ independence. In each case, the Board
concluded that, in light of the applicable independence standards of the NYSE and the description of relationships and transactions contained in the Corporate Governance Principles, such relationships would not be considered to impair any of these Directors’ individual exercise of independent judgment or compromise the oversight role that an independent Director of Regions is expected to perform, and therefore, are not material.
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| “Ordinary
Course” Customer
Relationships (1) | Loans or
Extensions
of Credit (2) | Charitable
Contributions (3) | Other
Relationships (4) | Family
Relationships (5) |
| Mark A. Crosswhite | ● | ● | ● | ● | None |
| Noopur Davis | None | None | None | ● | None |
| Samuel A. Di Piazza, Jr. | ● | None | None | ● | None |
| Zhanna Golodryga | ● | None | None | None | None |
| J. Thomas Hill | ● | None | ● | ● | None |
| John D. Johns | ● | ● | ● | ● | None |
| Joia M. Johnson | None | None | None | ● | None |
| Ruth Ann Marshall | ● | None | None | ● | None |
| Charles D. McCrary | ● | ● | None | ● | None |
| James T. Prokopanko | None | None | None | ● | None |
| Lee J. Styslinger III | ● | ● | ● | ● | None |
| José S. Suquet | None | None | None | None | None |
| Timothy Vines | ● | ● | ● | ● | None |
(1) “Ordinary Course” customer relationships are transactions or relationships with Regions or its subsidiaries, such as deposit, brokerage, trust, or other financial services relationships in the ordinary course of Regions’ banking and/or brokerage business, that are established and administered on terms and conditions no more favorable than those afforded to any similarly situated customer.
(2) Includes a loan or extension of credit, including credit card accounts, that was made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unaffiliated persons; involves no more than the normal risk of collectability; and presents no other unfavorable features.
(3) Directors serve solely as a member of the board of directors of a charitable organization to which Regions or its subsidiaries made charitable contributions of less than the greater of $1 million or 2% of such organization’s consolidated gross revenues.
(4) Other relationships include:
(a) service as only a director by: Director Davis at Entrust Corporation (Regions paid Entrust Corporation approximately $54,755 for products in 2022); Director Johns at Southern Company (Regions paid Southern Company or its subsidiaries approximately $5.9 million for services in 2022); Director Styslinger at Workday (Regions paid Workday approximately $4.8 million for services in 2022); and Directors Di Piazza, Johns, Johnson, Marshall, McCrary, Prokopanko, Styslinger, and Vines at companies that, along with certain of their subsidiaries, are customers of Regions for typical commercial banking products and services, includ