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Simply put, we want to be the best regional bank in America. |
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Charles D. McCrary
Independent Chair of the Board
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March 5, 2021 |
QUICK INFORMATION |
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|
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||||||
DATE & TIME | LOCATION | RECORD DATE | ||||||
Wednesday, April 21, 2021
9:00 A.M. Central Time |
Webcast at www.virtualshareholdermeeting.com/RF2021 | February 22, 2021 |
Proposal
|
Voting Options
|
Board
Recommendation |
More
Information |
||||||||
PROPOSAL 1 –
Election of Directors
|
FOR, AGAINST, or ABSTAIN
for each Director nominee
|
FOR each nominee
|
Page 15
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||||||||
PROPOSAL 2 –
Ratification of Appointment of Independent Registered Public Accounting Firm
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FOR, AGAINST, or ABSTAIN
|
FOR
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Page 28
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||||||||
PROPOSAL 3 –
Advisory Vote on
Executive Compensation |
FOR, AGAINST, or ABSTAIN
|
FOR
|
Page 32
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ESG or Compensation Matter | Regions’ Practice | ||||
Board Composition, Leadership, and Operations | |||||
Number of Director Nominees | 12 | ||||
Director Nominee Independence | 92% | ||||
Standing Board Committee Membership Independence | 100% | ||||
Average Director Nominee Age | 66 | ||||
Average Director Nominee Tenure | 9 years | ||||
Gender Diversity of Director Nominees | 25% | ||||
Racial/Ethnic Diversity of Director Nominees | 25% | ||||
Total Diversity of Director Nominees | 42% | ||||
Separate Chair of the Board and CEO | Yes | ||||
Independent Chair of the Board | Yes | ||||
Robust Responsibilities and Duties Assigned to the Independent Chair | Yes | ||||
Voting Standard | Majority with plurality carve-out for contested elections | ||||
Frequency of Director Elections | Annual | ||||
Resignation Policy | Yes | ||||
Classified Board | No | ||||
Mandatory Retirement Age | Yes (72) | ||||
Mandatory Retirement Tenure | No | ||||
Demonstrated Commitment to Board Refreshment | Yes | ||||
Directors Attending at Least 75% of Meetings | All | ||||
Directors Overboarded per ISS or Glass Lewis Voting Guidelines | None | ||||
Annual Board, Committee, and Individual Director Self-Evaluation Process | Yes | ||||
Board Oversight of Company Strategy and Risks | Yes |
QUICK INFORMATION |
ESG or Compensation Matter | Regions’ Practice | ||||
Number of Board Meetings Held in 2020 | 11 (plus 14 optional, informational Board calls) | ||||
Total Number of Board and Committee Meetings Held in 2020 | 43 | ||||
Independent Directors Meet without Management Present | Yes, at each regularly-scheduled Board meeting and most committee meetings | ||||
Shareholder Rights | |||||
One Share, One Vote Policy | Yes | ||||
Dual-Class Common Stock | No | ||||
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; however, our capital plan is regularly submitted to the Federal Reserve | ||||
Poison Pill | No | ||||
Proxy Access By-Law | Yes | ||||
Exclusive Forum 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 | ||||
Rooney Rule Version for Director Candidate and Section 16 Executive Officer Searches, including CEO Succession | Adopted | ||||
Year-Round Shareholder Engagement | Yes | ||||
Director-Shareholder Engagement | Yes | ||||
Robust Stock Ownership Guidelines | Yes | ||||
Anti-Hedging and Anti-Pledging Policies | Yes | ||||
Hedging Agreements Entered into by Directors/Executive Officers/Associates | None; hedging prohibited | ||||
Shares Pledged by Directors and Executive Officers | None; pledging prohibited | ||||
Material Related Party Transactions with Directors | None | ||||
Family Relationships | None | ||||
Director Onboarding and Ongoing Education Program | Yes | ||||
Independent Auditor | Ernst & Young LLP | ||||
Environmental and Social Practices | |||||
Board Oversight of Corporate Culture and ESG Practices and Strategies | Yes | ||||
Codes of Conduct for Directors, Officers, and Associates | Yes | ||||
Supplier Code of Conduct and Human Rights Statement | Yes | ||||
No-Harassment and No-Retaliation Policies | Yes | ||||
ESG Report with GRI Content Index | Yes | ||||
Environmental Sustainability Policy Statement and Goals Established | Yes | ||||
SASB Disclosure | Yes | ||||
TCFD Disclosure | “Mini-disclosure” in 2019 Annual Review & ESG Report | ||||
CDP Climate Change Questionnaire Response | Yes | ||||
Ceres Company Network Member | Yes | ||||
Political Contributions Disclosed | Yes | ||||
Compensation Practices | |||||
CEO Pay Ratio / Alternative CEO Pay Ratio | 196:1 / 98:1 | ||||
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 | ||||
Compensation Consultant | Frederic W. Cook & Co., Inc. |
TABLE OF CONTENTS |
TABLE OF CONTENTS |
Director Succession Planning and Board Refreshment; Appointment of New Directors
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|||||
A-1
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By Order of the Board of Directors | |||||
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Tara A. Plimpton
Chief Legal Officer and Corporate Secretary |
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March 5, 2021 |
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2021 Proxy Statement
|
1
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INDEX OF
COMMONLY REFERENCED TOPICS
|
|||||
Topic
|
Page | ||||
Admission to the Annual Meeting | 110 | ||||
Anti-Hedging and Anti-Pledging | |||||
Auditor Billing | |||||
Auditor Tenure | |||||
Board, Committee, and Individual Director Evaluation | |||||
Board Leadership Structure | |||||
Board Meeting Director Attendance | |||||
Board Refreshment | |||||
Board Risk Oversight | |||||
Board Skills and Composition Matrix | |||||
Capital Planning Process | 8 | ||||
CEO Pay Ratio | |||||
Change-in-Control Agreements | |||||
Clawback Policy | 92 | ||||
Codes of Ethics | |||||
Committees of the Board | |||||
Communications with the Board | |||||
Compensation and Performance Peer Groups | 91 | ||||
Compensation Consultant | |||||
Community Engagement | |||||
Contacting Regions | |||||
Corporate Governance Principles | |||||
Corporate Governance Shareholder Engagement | |||||
Director Nominee Biographies | |||||
Director Education | |||||
Director Independence | |||||
Director Overboarding Policy | |||||
Director Retirement Age | |||||
Director Tenure | |||||
Environmental Sustainability | |||||
Human Capital Management | |||||
Independent Chair of the Board Duties | 46 | ||||
Information Security | |||||
LTIP Grants | 97 | ||||
LTIP Performance Targets | 79 | ||||
Pay-for-Performance | |||||
Perks | |||||
Record Date | |||||
Related Person Transactions Policy | |||||
Rooney Rule | |||||
Say-on-Pay | |||||
Shareholder Proposals and Nominees for the 2022 Annual Meeting | 111 | ||||
Shareholder Recommendations for Director Candidates | 111 | ||||
Statement on Political Contributions | |||||
Stock Ownership Guidelines | |||||
Stock Performance Graph | 8 | ||||
GLOSSARY OF
TERMS & ACRONYMS |
|||||
Term
|
Meaning | ||||
401(k) Plan | Regions Financial Corporation 401(k) Plan | ||||
Board | Board of Directors, Regions Financial Corporation | ||||
Broker | Brokerage firms, banks, or similar entities | ||||
BSA/AML/OFAC | Bank Secrecy Act/Anti-Money Laundering/Office of Foreign Assets Control | ||||
CCAR | Comprehensive Capital Analysis and Review | ||||
CD&A | Compensation Discussion and Analysis | ||||
CDP | Formerly known as the Carbon Disclosure Project | ||||
CECL |
Current Expected Credit Losses
|
||||
CEO | Chief Executive Officer | ||||
CFO | Chief Financial Officer | ||||
CHR Committee | Compensation and Human Resources Committee | ||||
Code of Conduct | Code of Business Conduct and Ethics | ||||
Company | Regions Financial Corporation | ||||
Cook & Co. | Frederic W. Cook & Co., Inc. | ||||
CRO | Chief Risk Officer | ||||
DEI | Diversity, Equity, and Inclusion | ||||
DDIP | Regions Financial Corporation Directors’ Deferred Investment Plan (formerly named the Directors’ Deferred Stock Investment Plan) | ||||
EPS Growth | Cumulative compounded growth in Earnings Per Share | ||||
ESG | Environmental, Social, and Governance | ||||
Excess 401(k) Plan | Regions Financial Corporation Non-Qualified Excess 401(k) Plan (formerly named the Supplemental 401(k) Plan) | ||||
Exchange Act | Securities Exchange Act of 1934, as amended | ||||
EY | Ernst & Young LLP | ||||
Federal Reserve | The Board of Governors of the Federal Reserve System | ||||
GAAP | Generally Accepted Accounting Principles in the United States | ||||
GHG | Greenhouse Gas | ||||
GRI | Global Reporting Initiative | ||||
HCM | Human Capital Management | ||||
IRC | U.S. Internal Revenue Code of 1986, as amended | ||||
IRS | Internal Revenue Service | ||||
LTIP | Long Term Incentive Plan | ||||
NCG Committee | Nominating and Corporate Governance Committee | ||||
NEO | Named Executive Officer | ||||
NYSE | New York Stock Exchange | ||||
PCAOB | Public Company Accounting Oversight Board | ||||
PCUs | Performance Cash Unit Awards | ||||
PSUs | Performance Stock Units | ||||
Regions | Regions Financial Corporation | ||||
Retirement Plan | Regions Financial Corporation Retirement Plan for Associates | ||||
ROATCE | Return on Average Tangible Common Equity | ||||
RSUs | Restricted Stock Units | ||||
SASB | Sustainability Accounting Standards Board | ||||
SEC | U.S. Securities and Exchange Commission | ||||
Securities Act |
Securities Act of 1933, as amended
|
||||
SERP | Regions Financial Corporation Post 2006 Supplemental Executive Retirement Plan | ||||
SOX | Sarbanes–Oxley Act of 2002 | ||||
TCFD | Task Force on Climate-related Financial Disclosures | ||||
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2021 Proxy Statement
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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 2021 ANNUAL MEETING:
The 2021 Proxy Statement and Notice of Annual Meeting of Shareholders; Annual Report on Form 10-K
for the year ended December 31, 2020; and the CEO’s Letter are available at ir.regions.com and proxyvote.com.
|
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2021 Proxy Statement
|
3
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PROXY SUMMARY |
Date:
|
Wednesday, April 21, 2021 | ||||
Time:
|
9:00 A.M. Central Time | ||||
Place:
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Webcast at www.virtualshareholdermeeting.com/RF2021
|
||||
Record Date:
|
February 22, 2021 | ||||
Voting:
|
Common shareholders as of the Record Date are entitled to vote. Shareholders of record, as well as most beneficial shareholders, can vote by proxy using one of several methods. |
|
To vote with your mobile device (tablet or smartphone), scan the Quick Response Code that appears on your proxy card or Notice of Internet Availability of Proxy Materials (may require free software download).
|
||||
|
To vote over the Internet, visit proxyvote.com and enter your 16-digit control number that appears on your proxy card, email notification, or Notice of Internet Availability of Proxy Materials.
|
||||
|
To vote by telephone, call 1-800-690-6903 and follow the recorded instructions. If you vote by telephone, you also will need your 16-digit control number that appears on your proxy card.
|
||||
|
If you requested printed copies of the proxy materials be sent to you by mail, vote by proxy by filling out the proxy card and returning it in the envelope provided to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.
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||||
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Additionally, you may vote electronically during the Webcast of the annual meeting.
|
Your vote is important!
Please submit your vote by proxy over the Internet or by telephone, or complete, sign, date, and return your proxy card or voting instruction form. |
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2021 Proxy Statement
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PROXY SUMMARY |
Proposal | Voting Options | Board Recommendation |
More
Information
|
Effect of Abstentions and Broker Non-Votes | Votes Required for Approval | ||||||||||||
PROPOSAL 1 –
Election of Directors
|
FOR, AGAINST, or ABSTAIN
for each Director nominee
|
FOR each
nominee
|
Page 15
|
No effect |
Affirmative “FOR” vote of a majority of the votes cast for or against each Director nominee.
|
||||||||||||
PROPOSAL 2 –
Ratification of Appointment of Independent Registered Public Accounting Firm
|
FOR, AGAINST, or ABSTAIN | FOR |
Page 28
|
Abstentions have no effect |
Affirmative “FOR” vote of a majority of the votes cast for or against this proposal.
|
||||||||||||
PROPOSAL 3 –
Advisory Vote on
Executive Compensation |
FOR, AGAINST, or ABSTAIN | FOR |
Page 32
|
No effect |
Affirmative “FOR” vote of a majority of the votes cast for or against this proposal.
|
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. |
In last year’s proxy statement, Regions announced it would donate the money saved by holding a sustainability-inspired annual meeting in honor of the 50th Anniversary of Earth Day.
Despite Regions’ 2020 Annual Meeting being held virtually, Regions still made a donation to further the important work being conducted by the Freshwater Land Trust.
|
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2021 Proxy Statement
|
5
|
PROXY SUMMARY |
Regions Bank is ranked 17th in the U.S. in total deposits.
|
6
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2021 Proxy Statement
|
PROXY SUMMARY |
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“The COVID-19 pandemic has accelerated changes in customer behavior and we continue to invest in talented bankers to provide valuable advice and guidance while modernizing our branch network and accelerating digital transformation. By executing our strategic plan we will continue to be a source of economic strength for our customers and communities and will deliver sustainable, long-term performance for our shareholders.” | ||||
John M. Turner, Jr.
President and Chief Executive Officer
Member of the Board of Directors
Regions Financial Corporation
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2021 Proxy Statement
|
7
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PROXY SUMMARY |
Effectively managing and deploying capital is essential to meeting our strategic and financial objectives, as well as the expectations of our stakeholders. |
For more information on Regions’ Capital Planning and Stress Testing Framework, see our | ||
Annual Report on Form 10-K dated February 24, 2021. |
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2021 Proxy Statement
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PROXY SUMMARY |
FY 2020 | |||||
$991 Million
|
Net Income Available to Common Shareholders | ||||
$1.03
|
Diluted Earnings Per Share | ||||
$6,206 Million
|
Adjusted Total Revenue (1)
|
||||
$3,541 Million
|
Adjusted Non-Interest Expense (1)
|
||||
$2,665 Million
|
Adjusted Pre-Tax Pre-Provision Income (1)
|
||||
(1) Non-GAAP; see Appendix A for reconciliation. |
Cumulative Total Return | ||||||||||||||||||||
12/31/2015 | 12/31/2016 | 12/31/2017 | 12/31/2018 | 12/31/2019 | 12/31/2020 | |||||||||||||||
Regions | $100.00 | $153.40 | $188.60 | $149.81 | $199.69 | $196.43 | ||||||||||||||
S&P 500 Index | $100.00 | $111.95 | $136.38 | $130.39 | $171.44 | $202.96 | ||||||||||||||
S&P 500 Banks Index | $100.00 | $124.31 | $152.34 | $127.30 | $179.03 | $154.41 |
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2021 Proxy Statement
|
9
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PROXY SUMMARY |
Age | Independent |
Director
Since |
Regions Board
Committee(s) |
Principal Occupation |
Other Public
Company Boards (1)
|
|||||||||||||||
Carolyn H. Byrd (2)(4)
|
72 | ü | 2010 | Audit Committee (Chair) | Chairman and CEO, GlobalTech Financial, LLC | American Virtual Cloud Technologies, Inc. | ||||||||||||||
Don DeFosset (4)
|
72 | ü | 2005 |
CHR Committee (Chair)
NCG Committee
|
Retired Chairman, President, and CEO, Walter Industries, Inc. |
ITT Corporation;
National Retail Properties;
Terex Corporation
|
||||||||||||||
Samuel A.
Di Piazza, Jr. (2)
|
70 | ü | 2016 |
Audit Committee
CHR Committee
|
Retired Global CEO, PricewaterhouseCoopers; Retired Vice Chairman, Citigroup Global Corporate and Investment Bank |
AT&T Inc.;
Jones Lang LaSalle Incorporated;
ProAssurance Corporation
|
||||||||||||||
Zhanna Golodryga
|
65 | ü | 2019 |
CHR Committee
Risk Committee
|
Chief Digital and Administrative Officer, Phillips 66 | |||||||||||||||
John D. Johns (3)(4)
|
69 | ü | 2011 | Risk Committee (Chair) | Retired Chairman, President, and CEO, Protective Life Corporation |
Genuine Parts Company;
Southern Company
|
||||||||||||||
Ruth Ann Marshall (4)
|
66 | ü | 2011 |
CHR Committee
NCG Committee (Chair)
|
Retired President, The Americas, MasterCard International, Inc. |
ConAgra Brands, Inc.;
Global Payments Inc.
|
||||||||||||||
Charles D. McCrary (4)
|
69 | ü | 2001 | Independent Chair of the Board | Retired Chairman, President, and CEO, Alabama Power Company | |||||||||||||||
James T. Prokopanko
|
67 | ü | 2016 |
NCG Committee
Risk Committee
|
Retired President and CEO, The Mosaic Company |
Vulcan Materials Company;
Xcel Energy Inc.
|
||||||||||||||
Lee J. Styslinger III
|
60 | ü | 2003 |
NCG Committee
Risk Committee
|
Chairman and CEO, Altec, Inc. |
Vulcan Materials Company;
Workday, Inc.
|
||||||||||||||
José S. Suquet (2)(3)
|
64 | ü | 2017 |
Audit Committee
Risk Committee
|
Chairman, President, and CEO, Pan-American Life Insurance Group | |||||||||||||||
John M. Turner, Jr. (4)
|
59 |
CEO
|
2018 |
President and CEO, Regions Financial Corporation and
Regions Bank |
||||||||||||||||
Timothy Vines (2)
|
55 | ü | 2018 |
Audit Committee
CHR Committee
|
President and CEO, Blue Cross and Blue Shield of Alabama |
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2021 Proxy Statement
|
PROXY SUMMARY |
|
|
|
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|
|
|
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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 | ||||||||||||||||||||||||||
8
Directors |
7
Directors |
9
Directors |
10
Directors |
10
Directors |
11
Directors |
8
Directors |
9
Directors |
12
Directors |
7
Directors |
9
Directors |
10
Directors |
12
Directors |
2020 | 2019 | |||||||
Audit fees
|
$ | 7,496,698 | $ | 7,907,534 | ||||
Audit-related fees
|
452,494 | 471,812 | ||||||
Tax fees
|
32,564 | 257,507 | ||||||
All other fees
|
0 | 1,188,024 | ||||||
Total fees
|
$ | 7,981,756 | $ | 9,824,877 |
|
2021 Proxy Statement
|
11
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PROXY SUMMARY |
12
|
|
2021 Proxy Statement
|
PROXY SUMMARY |
|
2021 Proxy Statement
|
13
|
PROXY SUMMARY |
OUR STANDALONE ESG DISCLOSURES INCLUDE: | ||||||||
Annual Review & ESG Report | GRI Content Index | CDP Climate Change Questionnaire Response | ||||||
SASB Disclosure | Environmental Sustainability Policy Statement and Goals |
To see the most current and historical versions of these and other disclosures, visit ir.regions.com/governance.
|
Independent | Adopted | No | 50% | 72 Years | ||||||||||||||||||||||
Chair of the Board | Human Rights Statement; Supplier Code of Conduct; and Environmental Sustainability Policy Statement and Goals | Directors or executive officers are permitted to enter into hedging agreements or pledge stock | Standing Board committees chaired by women | Mandatory Director retirement age (however, rare exceptions can be made in certain situations) |
Rooney Rule | Year-Round Engagement | No Overboarded Directors | NCG Committee Oversight | |||||||||||||||||
Adopted a version for Director candidate and Section 16 Executive Officer searches, including CEO succession | With institutional shareholders, including Director-Shareholder Engagement | Under ISS’ and Glass Lewis’ Guidelines and market standards | Of the Company’s ESG-related practices and disclosures |
14
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2021 Proxy Statement
|
PROPOSAL 1 — ELECTION OF DIRECTORS |
|
2021 Proxy Statement
|
15
|
PROPOSAL 1-ELECTION OF DIRECTORS |
Commitment to Board Diversity | ||
The Board approved a version of the Rooney Rule in 2019 for Director candidate searches. Therefore, 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. |
16
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2021 Proxy Statement
|
PROPOSAL 1-ELECTION OF DIRECTORS |
Skill
|
Description of the Skill and Explanation of Its Importance to Our Board | |||||||
Audit/Accounting/Finance and Capital Planning |
|
As a public company, Regions is subject to certain auditing, financial accounting, and financial reporting requirements. The Board, particularly through its Audit Committee, is responsible for reviewing Regions’ complex financial statements and disclosures, financial reporting and internal controls, and monitoring internal and external auditors. Additionally, Regions routinely enters into various forms of indebtedness and capital market transactions. The Board is responsible for reviewing the Company’s long-term capital plans for safety and soundness. Therefore, it is important for the Board to have Directors who understand auditing, financial reporting, finance, and capital allocation. | ||||||
Banking and Financial Services |
|
The banking and financial services industry has inherent risks, challenges, and opportunities that are unique. 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. Further, Directors who understand the types of financial products and services we offer, as well as those we choose not to offer, are critical to our success. | ||||||
Business Operations and Technology Innovation/Artificial Intelligence |
|
The banking and financial services industry is a needs-driven business, and as such, 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 mobile and technology driven. When customers use our technology, it is important that we are able to appropriately gather, process, and analyze information to provide our customers with better banking solutions. Further, Regions' implementation of technology, particularly artificial intelligence, must be ethical and fair to all customers. Accordingly, it is important to have members on the Board who are knowledgeable about and possess experience in business operations and technology so that the Board can oversee our efforts to improve our processes, services, and products. | ||||||
Continuous Improvement |
|
One of our strategic priorities is to "Continuously Improve." As part of this priority, Regions is focused on making banking easier by being responsive to customer needs; growing revenue through improved effectiveness in generating prudent, profitable, and sustainable growth; making efficiency improvements in our processes that reduce costs and drive growth; and promoting innovation throughout the Company. The Board needs Directors with an understanding of how to foster an environment of continuous improvement to assist the Company in meeting its long-term strategic goals. | ||||||
Corporate Governance |
|
The Board is responsible for shaping the Company’s corporate governance priorities and structure, which must be transparent and responsive to our shareholders. Because corporate governance affects the fundamental operation of a company, it can have a significant impact on corporate operations. The Board must have Directors with experience in keeping up with and understanding constantly changing corporate governance expectations and practices. Having Directors with experience in corporate governance also better positions the Board to engage with shareholders on such matters. | ||||||
Customer Focus and Community Engagement |
|
One of our Strategic Priorities is to "Focus on the Customer." Regions is committed to helping our customers and our local communities achieve their financial goals. We are focused on understanding their needs and investing our resources to help them accomplish their goals. Having individuals on our Board with experience in delivering a positive environment and engaging the community is important to Regions' success. | ||||||
Environmental Sustainability Practices |
|
As a public company, Regions must be cognizant of current, emerging, and potential environmental risks and opportunities and how they can impact our long-term value. We are continuing to focus on operational sustainability goals, deepening our environmental and social risk management, and pursuing opportunities in sustainable finance. When considering risks and opportunities related to environmental sustainability, the Board should have Directors with experience in these practices. | ||||||
Executive Compensation and Benefits |
|
When properly structured, executive compensation and benefits discourage imprudent risk taking that could harm the Company and/or customers, while simultaneously acting as a business driver and ensuring alignment with long-term shareholder interests. It is important for the Board to have Directors who understand and have experience with the various types of executive compensation and benefits structures that may be employed to achieve this balance. | ||||||
Human Capital Management |
|
One of our Strategic Priorities is to "Build the Best Team." Talent management is important at all levels of an organization, but it is particularly critical with respect to succession planning and culture. Having human capital management and talent management experience represented on the Board is important to ensuring smooth transitions and appropriate succession planning, as well as fostering a productive and safe culture and working environment. This expertise also covers risks and opportunities associated with corporate culture, diversity and inclusion, as well as associate well-being and engagement, all areas that are drivers of long-term value. | ||||||
Information/Cyber Security |
|
As a financial institution, we are trusted with sensitive nonpublic information, which we are expected to protect. The safekeeping of our customer, associate, and Company data is of paramount importance. Moreover, financial institutions are increasingly dependent on information technology and telecommunications to deliver services to consumers and businesses every day. Therefore, the Board should be comprised of some Directors with experience in implementing, establishing, or overseeing information/cyber security systems and protocols. | ||||||
Regulatory Compliance |
|
The banking and financial services industry is highly regulated. 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. | ||||||
Risk Management |
|
One of our Strategic Priorities is to "Enhance 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 matters strengthens the Board's oversight of the risks facing Regions. The Board, therefore, must include Directors who are very familiar with risk management processes. | ||||||
Strategic Planning and Strategy Development |
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Directors who understand how to strategically plan for the future of the Company, in both the short- and long-term, are better able to oversee and advise management with respect to the formulation and execution of the Company’s strategic planning and its connection to long-term value. |
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2021 Proxy Statement
|
17
|
PROPOSAL 1-ELECTION OF DIRECTORS |
Director |
Skills*
|
Age†
|
Tenure |
No. of
Public Boards‡
|
Independent | Primary Industry Expertise |
Race/Ethnic
Diverse |
Gender Diverse | LGBTQ+ | Non-US Born | Multi-lingual | ||||||||||||||||||||||||
Byrd |
|
72 | 11 | 2 | ü | Financial Services |
ü1
|
ü3
|
|||||||||||||||||||||||||||
DeFosset |
|
72 | 16 | 4 | ü | Manufacturing | |||||||||||||||||||||||||||||
Di Piazza |
|
70 | 5 | 4 | ü | Accounting | |||||||||||||||||||||||||||||
Golodryga |
|
65 | 2 | 1 | ü | Oil & Gas |
ü3
|
ü4
|
ü7
|
||||||||||||||||||||||||||
Johns |
|
69 | 10 | 3 | ü | Insurance | |||||||||||||||||||||||||||||
Marshall |
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66 | 10 | 3 | ü | Financial Services |
ü3
|
ü | |||||||||||||||||||||||||||
McCrary |
|
69 | 20 | 1 | ü | Energy | |||||||||||||||||||||||||||||
Prokopanko |
|
67 | 5 | 3 | ü | Chemicals |
ü5
|
||||||||||||||||||||||||||||
Styslinger |
|
60 | 18 | 3 | ü | Manufacturing and Transportation |
ü8
|
||||||||||||||||||||||||||||
Suquet |
|
64 | 4 | 1 | ü | Insurance |
ü2
|
ü6
|
ü8
|
||||||||||||||||||||||||||
Turner |
|
59 | 3 | 1 | CEO | Financial Services | |||||||||||||||||||||||||||||
Vines |
|
55 | 3 | 1 | ü | Healthcare and Insurance |
ü1
|
||||||||||||||||||||||||||||
Average/
Total |
66 | 9 |
11
(92%) |
3
(25%) |
3
(25%) |
1
(8%) |
3
(25%) |
3
(25%) |
18
|
|
2021 Proxy Statement
|
PROPOSAL 1-ELECTION OF DIRECTORS |
Attribute | Description | ||||
Commitment | The ability to commit the time necessary to function as an effective Director by attending on-site meetings in person. | ||||
Constructive Questioner | The preparedness to ask questions and challenge management and peer Directors in a constructive and appropriate way. | ||||
Contributor and Team Player | The ability to work as a member of a team and demonstrate the passion and time to make a genuine and active contribution to the Board. | ||||
Critical and Innovative Thinker | The ability to critically analyze complex and detailed information, readily distill key issues, and develop innovative approaches and solutions to problems. | ||||
Effective
Listener and Communicator |
The ability to:
•listen to and constructively and appropriately debate other people’s viewpoints;
•develop and deliver compelling arguments; and
•communicate effectively with a broad range of stakeholders.
|
||||
Ethics and Integrity |
A commitment to:
•understanding and fulfilling the duties and responsibilities of a Director and maintaining knowledge in this regard through professional development;
•putting Regions’ interests before any personal interests;
•being transparent; and
•maintaining Board confidentiality.
|
||||
Financially Literate | The ability to read and understand fundamental financial statements and make appropriate decisions. | ||||
Influencer and Negotiator | The ability to negotiate outcomes and influence others to agree with those outcomes, including an ability to gain stakeholder support for the Board’s decisions. | ||||
Leader |
The ability to:
•appropriately represent Regions;
•set appropriate Board and organizational culture; and
•make and take responsibility for decisions and actions.
|
||||
Unbiased | The ability to represent all shareholders and not a particular interest group. |
The Board believes that each of the 12 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. | ||
There are no family relationships among our Directors and executive officers.
|
|
2021 Proxy Statement
|
19
|
PROPOSAL 1-ELECTION OF DIRECTORS |
Carolyn H. Byrd
Independent
Director Since: 2010
Age: 72
Regions Committees
•Audit Committee (Chair; Audit Committee Financial Expert)
•Executive Committee
Top 5 Skills Brought to Our Board
|
Key Experience and Qualifications
•Formed GlobalTech Financial, LLC, a private company specializing in business process outsourcing and financial consulting, in 2000 and has since served as its Chairman and CEO
•Prior to forming GlobalTech, had a long career with The Coca-Cola Company, where she was ultimately appointed Vice President, Chief of Internal Audits and Director of the Corporate Auditing Department
•Served as a Senior Account Officer at Citibank, N.A. prior to joining Coca-Cola
•Throughout her career, held many positions in which she was responsible for key managerial, strategic, financial, and operational decisions and has served on the boards of directors of a variety of large public companies
Education
•Bachelor’s degree (Economics and Business Administration), Fisk University
•Master’s degree (Finance and Business Administration), University of Chicago Graduate School of Business
Honors and Recognition
•2018 Most Influential Corporate Directors, WomenInc.
Other Public Directorships and Board Leadership/Committee Assignments
•American Virtual Cloud Technologies, Inc.: Audit Committee
Former Public Directorships Held During Past Five Years
•Federal Home Loan Mortgage Corporation (“Freddie Mac”)
•Popeyes Louisiana Kitchen, Inc.
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Don DeFosset
Independent
Director Since: 2005
Age: 72
Regions Committees
•CHR Committee (Chair)
•NCG Committee
•Executive Committee
Top 5 Skills Brought to Our Board
|
Key Experience and Qualifications
•Retired as Chairman, President, and CEO of Walter Industries, Inc., which during his time of service was a diversified public company with businesses in water infrastructure products, metallurgical coal and natural gas, home building, and mortgage financing
•Throughout his career, held significant leadership positions in major multinational corporations, including Dura Automotive Systems, Inc., Navistar International Corporation, and AlliedSignal, Inc.
•Brings extensive management, business, and mortgage experience, as well as a deep understanding of complex issues concerning public companies
•Service on the boards of directors of a variety of large public companies further augments his experience
Education
•Bachelor’s degree (Industrial Engineering), Purdue University
•Master of Business Administration degree, Harvard University
Other Public Directorships and Board Leadership/Committee Assignments
•ITT Corporation: Audit Committee; Nominating and Governance Committee (Chair)
•National Retail Properties: Non-Executive Chair of the Board
•Terex Corporation: Compensation Committee (Chair); Governance and Nominating 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 |
20
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2021 Proxy Statement
|
PROPOSAL 1-ELECTION OF DIRECTORS |
Samuel A.
Di Piazza, Jr.
Independent
Director Since: 2016
Age: 70
Regions Committees
•Audit Committee (Audit Committee Financial Expert)
•CHR Committee
Top 5 Skills Brought to Our Board
|
Key Experience and Qualifications
•Retired from Citigroup, Inc., where he served as Vice Chairman of the Global Corporate and Investment Bank
•Prior to joining Citigroup, was a partner at PricewaterhouseCoopers, where he served as Chairman and Senior Partner at PwC US and as a member of the firm’s Global Leadership Team and ultimately served as Global CEO of PricewaterhouseCoopers from 2002 to 2009
•Possesses extensive audit and tax experience, leadership experience in civic and not-for-profit organizations, including sustainable development organizations, as well as many years in the banking industry
•Extremely active in and serves on the boards of various nonprofit and professional organizations, including the Mayo Clinic and the National September 11th Memorial and Museum
•Previously served as Trustee of both the Financial Accounting Foundation and the International Accounting Standards Committee Foundation and is a former director on the UN Global Compact Board and former Chairman of the World Business Council for Sustainable Development
Education
•Bachelor’s degree (Accounting and Economics), University of Alabama
•Master of Tax Accounting degree, University of Houston
Honors and Recognition
•Accountant of the Year, Beta Alpha Psi Society
•Ellis Island Medal of Honor
•INROADS Leadership Award
•Co-Author, Building Public Trust: The Future of Corporate Reporting
Other Public Directorships and Board Leadership/Committee Assignments
•AT&T Inc.: Audit Committee (Chair); Executive Committee; Public Policy and Corporate Reputation Committee
•Jones Lang LaSalle Incorporated: Compensation Committee; Nominating and Governance Committee
•ProAssurance Corporation: Audit Committee (Chair)
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Zhanna Golodryga
Independent
Director Since: 2019
Age: 65
Regions Committees
•CHR Committee
•Risk Committee
Top 5 Skills Brought to Our Board
|
Key Experience and Qualifications
•Currently serves as the Senior Vice President and Chief Digital and Administrative Officer at Phillips 66, a diversified energy manufacturing and logistics company, and is responsible for driving digital change by developing and executing digital and technology strategies
•Prior to joining Phillips 66, 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
•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
•Has over 30 years of experience in the energy industry and the information technology field
•Serves on the board of the Memorial Hermann Foundation
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
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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 |
|
2021 Proxy Statement
|
21
|
PROPOSAL 1-ELECTION OF DIRECTORS |
John D. Johns
Independent
Director Since: 2011
Age: 69
Regions Committees
•Risk Committee (Chair; Risk Management Expert)
•Executive Committee
Top 5 Skills Brought to Our Board
|
Key Experience and Qualifications
•From 2018 through June 2020, served as Chairman of DLI North America Inc., the North American regional headquarters for Dai-ichi Life Holdings
•Until 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, Nominating and Governance Committee (Chair); Executive Committee
•Southern Company: Compensation and Management Succession Committee (Chair); Finance Committee
|
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|
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Ruth Ann Marshall
Independent
Director Since: 2011
Age: 66
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 |
22
|
|
2021 Proxy Statement
|
PROPOSAL 1-ELECTION OF DIRECTORS |
Charles D. McCrary
Independent
Director Since: 2001
Age: 69
Regions Committees
•Executive Committee (Chair)
Top 5 Skills Brought to Our Board
|
Independent Chair of the Board
Key Experience and Qualifications
•From 2001 through February 2014, served as the President and CEO of Alabama Power Company, a public utility company
•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 its parent company, 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’s Chair
•Serves as a director of the privately-held Great Southern Wood Holdings, Inc.
•Brings 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
•2020 NACD Directorship 100
•2018 Inductee, Alabama Business Hall of Fame
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James T.
Prokopanko
Independent
Director Since: 2016
Age: 67
Regions Committees
•NCG Committee
•Risk 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
Former Public Directorships Held During the Past Five Years
•The Mosaic Company
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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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2021 Proxy Statement
|
23
|
PROPOSAL 1-ELECTION OF DIRECTORS |
Lee J. Styslinger III
Independent
Director Since: 2003
Age: 60
Regions Committees
•NCG Committee
•Risk Committee
Top 5 Skills Brought to Our Board
|
Key Experience and Qualifications
•Currently serves as the Chairman and CEO of the privately-held Altec, Inc., a leading equipment and service provider for the electric utility, telecommunications, and contractor markets in over 100 countries throughout the world
•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
•Bachelor’s degree (Political Science), Northwestern University
•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: 64
Regions Committees
•Audit Committee (Audit Committee Financial Expert)
•Risk Committee (Risk Management Expert)
Top 5 Skills Brought to Our Board
|
Key Experience and Qualifications
•Currently serves as the Chairman, President, 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, 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
•Brings a strong background in enterprise risk management and a commitment to innovation and operational excellence
•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
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
•Board Leadership Fellow for NACD
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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 |
24
|
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2021 Proxy Statement
|
PROPOSAL 1-ELECTION OF DIRECTORS |
John M. Turner, Jr.
Management
Director Since: 2018
Age: 59
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, CEO and 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: 55
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, CEO, and director of Blue Cross and Blue Shield of Alabama (“BCBSAL”), a not-for-profit, independent licensee of the Blue Cross and Blue Shield Association 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 and on the Finance Committee and Governance Committee of the Board of Prime Therapeutics LLC, a pharmacy benefit management company owned jointly by several Blue Cross 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 American Red Cross, the Birmingham Business Alliance, Leadership Birmingham, Economic Development Partnership of Alabama, Mercy Deliverance Ministries, and American Character Builders
•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
Honors and Recognition
•Coronavirus (COVID-19) Task Force for Alabama
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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 |
|
2021 Proxy Statement
|
25
|
PROPOSAL 1-ELECTION OF DIRECTORS |
Compensation Element
|
Compensation Amount | ||||
Annual Cash Retainer | $100,000, which may be deferred, at the Director’s option | ||||
Annual Equity Retainer | $120,000 in restricted stock units granted three business days following the annual shareholder meeting and becoming vested at the next annual shareholder meeting; the receipt of which may be deferred, at the Director’s option | ||||
Additional Annual Fee for Independent Non-Executive Chair of the Board |
$150,000, paid as follows:
$50,000 cash, which may be deferred, at the Chair’s option;
$100,000 equity in the form of restricted stock units granted three business days following the annual shareholder meeting and becoming vested at the next annual shareholder meeting, the receipt of which may be deferred, at the Chair’s option
|
||||
Additional Annual Fee for Committee Chairs |
$30,000 — Audit Committee
$25,000 — CHR Committee $25,000 — NCG Committee $30,000 — Risk Committee $10,000 — Special Committees, as applicable |
||||
Additional Annual Fee for Audit Committee members (exclusive of the Audit Committee Chair) | $10,000 | ||||
Additional Annual Fee for Special Committee
Members, as applicable |
$10,000 |
26
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2021 Proxy Statement
|
PROPOSAL 1-ELECTION OF DIRECTORS |
Name
|
Fees Earned or
Paid in Cash ($) |
Stock
Awards ($) (1) |
All Other
Compensation ($) (2) |
Total
($) |
||||||||||
Carolyn H. Byrd
|
130,000 | 119,996 | — | 249,996 | ||||||||||
Don DeFosset
|
125,000 | 119,996 | — | 244,996 | ||||||||||
Samuel A. Di Piazza, Jr.
|
110,000 | 119,996 | 5,000 | 234,996 | ||||||||||
Eric C. Fast* | 60,000 | — | 2,500 | 62,500 | ||||||||||
Zhanna Golodryga
|
100,000 | 119,996 | — | 219,996 | ||||||||||
John D. Johns
|
130,000 | 119,996 | — | 249,996 | ||||||||||
Charles D. McCrary
|
155,000 | 119,996 | — | 274,996 | ||||||||||
Ruth Ann Marshall
|
130,000 | 119,996 | — | 249,996 | ||||||||||
James T. Prokopanko
|
100,000 | 119,996 | — | 219,996 | ||||||||||
Lee J. Styslinger III
|
100,000 | 119,996 | — | 219,996 | ||||||||||
José S. Suquet
|
110,000 | 119,996 | — | 229,996 | ||||||||||
Timothy Vines
|
110,000 | 119,996 | — | 229,996 |
Name
|
Outstanding
Stock Options
(#) |
Outstanding
Restricted Stock Units
(#) (1) |
||||||
Carolyn H. Byrd
|
— | 20,019 | ||||||
Don DeFosset
|
— | 11,773 | ||||||
Samuel A. Di Piazza, Jr.
|
— | 20,019 | ||||||
Eric C. Fast
|
— | — | ||||||
Zhanna Golodryga
|
— | 11,773 | ||||||
John D. Johns
|
— | 20,019 | ||||||
Charles D. McCrary
|
— | 20,019 | ||||||
Ruth Ann Marshall
|
— | 20,019 | ||||||
James T. Prokopanko
|
— | 20,019 | ||||||
Lee J. Styslinger III
|
— | 20,019 | ||||||
José S. Suquet
|
— | 20,019 | ||||||
Timothy Vines
|
— | 20,019 |
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2021 Proxy Statement
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PROPOSAL 2 — RATIFICATION OF
APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
|
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2021 Proxy Statement
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PROPOSAL 2-RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
2020 | 2019 | |||||||
Audit Fees (1)
|
$ | 7,496,698 | $ | 7,907,534 | ||||
Audit-Related Fees (2)
|
452,494 | 471,812 | ||||||
Tax Fees (3)
|
32,564 | 257,507 | ||||||
All Other Fees (4)
|
0 | 1,188,024 | ||||||
Total Fees
|
$ | 7,981,756 | $ | 9,824,877 |
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2021 Proxy Statement
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PROPOSAL 2-RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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2021 Proxy Statement
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AUDIT COMMITTEE REPORT
|
|
|
|
|
||||||||
Carolyn H. Byrd, Chair | Samuel A. Di Piazza, Jr. | José S. Suquet |
Timothy Vines
|
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2021 Proxy Statement
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PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”) |
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2021 Proxy Statement
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ENVIRONMENTAL AND SOCIAL PRACTICES |
2017 |
|
2018 |
|
2019 |
|
2020 | ||||||||||||||||||||
–Onboarded a diverse Director
–Adopted proxy access By-Law
|
|
–Half of Board’s standing committees chaired by women
–Onboarded 2 new Directors, one of whom is diverse
–Released first GRI Content Index
–Issued first response to CDP Climate Change Questionnaire
–Created the DEI Center of Expertise
–Appointed first Head of Diversity & Inclusion (now our Human Resources DEI Officer)
–Adopted Environmental Sustainability Policy Statement and Goals
|
|
–Adopted Human Rights Statement
–Established Supplier Code of Conduct
–Appointed Independent Chair of the Board
–Became a Ceres Company Network Member
–Onboarded a diverse Director
–Released initial SASB Disclosure
–Board implemented version of the Rooney Rule for Director candidate searches
|
|
–Released first integrated Annual Review & ESG Report
–Launched comprehensive online ESG Resource Center
–Instituted version of the Rooney Rule for Section 16 Executive Officer candidate searches
|
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ENVIRONMENTAL AND SOCIAL PRACTICES |
NCG Committee | ||||||||||||||||||||||||||
Oversees the Company’s practices and reporting with respect to significant ESG matters; assists the Board in establishing and maintaining effective corporate governance policies and practices; and acts as the primary overseer of ESG
|
||||||||||||||||||||||||||
CHR Committee | i | Audit Committee | ||||||||||||||||||||||||
Oversees effectiveness and continuous improvement of the Company’s strategies and policies regarding our HCM function, including total rewards, corporate culture, talent management, management succession planning, DEI practices, and associate conduct | Oversees the proper functioning of the Company’s controls and the disclosure of matters significant to the Company, including ESG-related matters | |||||||||||||||||||||||||
g | BOARD OF DIRECTORS | f | ||||||||||||||||||||||||
h | ||||||||||||||||||||||||||
Risk Committee | ||||||||||||||||||||||||||
Oversees the Company’s prudent pursuit of risk and reward through significant policies and practices, including those related to environmental and social risk |
Customers | |||||||||||||||||||||||
Regulators & Policymakers |
|
Nonprofit Organizations | |||||||||||||||||||||
Shareholders | Associates | ||||||||||||||||||||||
Standards-Setting Organizations | ESG Data Providers & Proxy Advisory Firms | ||||||||||||||||||||||
Communities |
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2021 Proxy Statement
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ENVIRONMENTAL AND SOCIAL PRACTICES |
The Environmental Sustainability Policy Statement also outlines our 2 environmental goals(1):
|
Our approach to meeting these goals has included:
–Energy-efficient lighting and automatic controls
–HVAC and mechanical efficiency upgrades and improvements
–Building intelligence and remote controls
–High-performance building envelope upgrades
–Education and awareness for continuous improvement of control processes
–Real estate portfolio optimization
–Use of renewable energy
|
|||||||||||||||||||||||||
30% | reduction in Scope 1 and Scope 2 GHGs |
|
30% | reduction in energy use | ||||||||||||||||||||||
by 2023 | ||||||||||||||||||||||||||
Because of the progress we have already made toward these goals, we believe
we can accomplish them before the established target year. For that reason, we are considering and discussing the creation of new environmental goals, which we anticipate releasing by the end of this year. |
||||||||||||||||||||||||||
(1) Measured against 2015 baseline figures. GHGs measured in metric tons CO2e; energy measured in MWh. GHG goal applies to properties where Regions is responsible for paying utilities. Energy goal applies to electricity and natural gas use. |
eSignature | Mobile App | |||||||||||||
|
eSignature allows us to obtain customers’ signatures digitally when they open an account, generally accompanied by the option for those documents to be delivered to the customer electronically. In 2020, we expanded our eSign functionality to 18 new groups and enabled an additional 139 forms. |
|
Regions has launched more than 25 enhancements to our mobile application, which allow us to deliver innovative features and functionalities that our customers want. The redesigned app's improvements have resulted in a significant increase in mobile user satisfaction.
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2021 Proxy Statement
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ENVIRONMENTAL AND SOCIAL PRACTICES |
In 2020, our sustainable finance efforts enabled: | ® |
Over $575 million in renewable energy financing
|
… thanks to associates in groups like: | ® | Solar Tax Equity Finance Team | |||||||||||||||
® | Energy and Natural Resources Group | |||||||||||||||||||
® |
Sustainable management of over 1 million acres of timberland
|
® | Natural Resources and Real Estate Group | |||||||||||||||||
® |
97% growth year-over-year in client assets allocated to ESG-focused investment products
|
® | Asset Management Group | |||||||||||||||||
Reporting Violations | |||||
Regions offers associates several ways to report any potential violations or potentially suspicious behavior by customers, associates, or suppliers: | |||||
•The Report It! Hotline is a confidential, toll-free number available for associates to call 24 hours a day, 7 days a week.
•The Report It! website is available 24 hours a day, 7 days a week for associates to submit reports in confidence.
•The Raise the Red Flag online referral form allows associates to immediately refer potentially suspicious activity or behavior to internal investigators.
•Concerns can also be sent directly to our HR Connect Team, our Associate Conduct Officer, or our Ethics Program Manager.
|
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2021 Proxy Statement
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ENVIRONMENTAL AND SOCIAL PRACTICES |
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2021 Proxy Statement
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|
ENVIRONMENTAL AND SOCIAL PRACTICES |
Regions does not require associates to sign mandatory arbitration agreements as a condition of employment or continued employment and does not require associates to arbitrate claims of discrimination or harassment. |
–401(k) Plan matching company contribution
–Fully paid leave for associates who have become new parents
–Tools for financial planning and personalized skill-building
–Leadership development programs
|
–$15/hour entry-level wages
–Free associate assistance and health & wellness programs
–Access to Regions Edge, a customized learning experience platform
|
|
Continue building on inclusion strategies
|
||||
|
Expand leader accountability to include empowerment
|
||||
|
Focus on internal diverse talent development and acquisition strategies
|
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2021 Proxy Statement
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ENVIRONMENTAL AND SOCIAL PRACTICES |
Cultivating A More Inclusive Working Environment | ||||||||||||||||||||||||||||||||
Throughout 2020, our DEI team helped our associates deepen their appreciation for different perspectives and the importance of showing tolerance and respect. | ||||||||||||||||||||||||||||||||
Listening Tours | Week of Understanding | Market-Level Table Talks | Inclusion Observance Days | Diversity Networks | ||||||||||||||||||||||||||||
In response to the social unrest that began during the summer, our CEO and the DEI team held a series of listening tours
across the footprint to hear associates’ perspectives. |
Another response to the events of this summer was establishing a Week of Understanding in
July that promoted listening and understanding as important steps toward positive change in our diversity journey. |
The DEI team facilitated Market-Level Table Talks and produced podcasts and new videos to continue connecting with other associates in a virtual environment. | For 2021, we have introduced Inclusion Observance Days to provide associates with additional flexibility to take personal time for religious, cultural, and civic engagements, as well as other observances. | We greatly expanded our Diversity Networks in 2020. | ||||||||||||||||||||||||||||
The week’s events included opportunities for every
associate to participate in leader-led, constructive, and open dialogue about racial differences, examining ways to lift up each other and our communities. |
The team also produced podcasts and new
videos to provide further opportunities for connection. |
|||||||||||||||||||||||||||||||
“Companies cannot effectively meet the needs of their customers, communities and associates if they are not willing to engage on issues that affect them. We will continue to listen, speak and act.” John Turner, President and CEO
|
2020 COMMUNITY ENGAGEMENT
HIGHLIGHTS
|
$29.4 million in philanthropic and community giving
–$20.5 million in grants and contributions from Regions Bank and Regions Foundation®
–$8.9 million in corporate sponsorships from Regions Bank
|
|||||||||||||
1.8 million people received financial education from Regions
|
||||||||||||||
130,000 financial wellness workshops led by Regions associates
|
$7.7 million donated to more than 130 United Way chapters in 16 states by Regions Bank, Regions Foundation, and our associates
|
|||||||||||||
37,500 hours logged by Regions associates to make life better in our communities
|
$3.2 million in support of local chambers of commerce and civic organizations
|
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2021 Proxy Statement
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ENVIRONMENTAL AND SOCIAL PRACTICES |
|
We contributed $5.3 million in COVID-19 relief and recovery funding, supporting over 340 organizations in 16 states by:
–Supporting Community Development Financial Institutions (“CDFIs”), business chambers, and local economic development organizations to provide capital and technical support to small businesses;
–Enabling technology and digital delivery of community programs and services;
–Increasing capacity of community organizations so they could maintain their services; and
–Matching one-to-one our associates’ COVID relief donations of $240,000, helping 83 United Way agencies and community foundations across our footprint.
|
||||
|
We helped address food insecurity by donating over $2 million in advertising time to encourage giving to local food banks, and our Regions Corporate Dining team prepared over 5,600 meals that were provided to individuals in need.
|
||||
|
Our Corporate Real Estate and Facilities divisions supported the health and safety of the Greater Birmingham area by donating hand sanitizing supplies to schools and nonprofit organizations.
|
Promoting Racial Equality and Economic Empowerment in Our Communities | ||||||||||||||||||||||||||
We recognize that not everyone has shared equally in the economic prosperity of our nation. In response, Regions Bank and the Regions Foundation announced a 2-year, $12 million commitment to advance programs and initiatives that promote racial equity and economic empowerment for communities of color:
|
||||||||||||||||||||||||||
Advancing minority business development | Increasing minority homeownership | Reducing the digital divide in underserved communities | Promoting racial understanding | |||||||||||||||||||||||
|
|
|
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“By making significant investments through our financial resources, as well as through volunteerism and community involvement, Regions is working to advance racial equity, help create greater social justice, and deliver meaningful benefits across the communities we serve.” | ||||||||||||||||||||||||||
Leroy Abrahams, Head of Community Affairs; President and Chairman, Regions Foundation
|
||||||||||||||||||||||||||
|
In 2020, we established and funded the Regions Community Development Corporation (“RCDC”). A wholly-owned subsidiary of Regions Bank, the mission of RCDC is to make life better by providing debt and/or equity financing for projects and entities with a community development purpose.
|
||||||||||
Objectives:
|
–To provide project financing for new construction and rehabilitation
–To provide greater flexibility in pricing and structure than traditional bank lending
–To make responsible, strategic-impact equity investments
–To become a leader in supporting CDFIs in the Regions footprint
|
|
The Regions Foundation continued to promote inclusive prosperity by investing in initiatives aimed at reducing barriers to economic success. In 2020, the Foundation:
|
|||||||
–Disbursed over $6.6 million to community organizations across our footprint, which includes non-traditional philanthropy through Program-Related Investments (“PRIs”) designed to enable recycling of capital and returns on investments
|
||||||||
–Received a $10 million donation from Regions Bank, bringing the Foundation’s portfolio balance to approximately $125 million as of year-end 2020
|
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2021 Proxy Statement
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ENVIRONMENTAL AND SOCIAL PRACTICES |
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2021 Proxy Statement
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CORPORATE GOVERNANCE |
Commitment to Leadership Diversity
with a Version of the Rooney Rule |
||
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 Executive Officer position, including a CEO successor, Regions shall endeavor to include similarly diverse candidates in the pool from which the candidate is chosen. |
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2021 Proxy Statement
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CORPORATE GOVERNANCE |
Regions’ Code of Conduct is applicable to all
associates, officers, and Directors of Regions and its subsidiaries and affiliates. |
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2021 Proxy Statement
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CORPORATE GOVERNANCE |
•Associates from the Chief Governance Officer’s group, Investor Relations, and Total Rewards begin formulating the corporate governance shareholder engagement plan, considering ways to enhance the process from the prior year’s engagements
•Board and committees conduct the annual self-evaluation process, which considers, among other topics, feedback from our prior corporate governance shareholder engagements
|
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, which is open to all shareholders as of the Record Date and provides an opportunity to engage with the Company
|
||||||||||||
é | Late Fall/Winter | Late Winter/Spring | ê | |||||||||||
Regions 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 other ESG practices
•Feedback from these engagements helps inform the following year’s engagement plan
•Information obtained during these engagements is summarized and presented to senior management and the NCG Committee for discussion
|
ç |
•Board reviews and discusses the Company’s various corporate governance documents to ensure they encompass corporate governance leading practices; support the Company’s goals and strategies; and maximize long-term shareholder value
•When making enhancements to our corporate governance documents, we take into consideration the voting results from our annual meeting and other feedback from our corporate governance shareholder engagements
•Publish our Annual Review & ESG Report
|
||||||||||||
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
•Review shareholders’ voting guidelines, white papers, engagement priorities, and other resources, as well as changes to proxy advisors’ voting guidelines, to determine what enhancements, if any, should be considered for our practices and/or disclosures
|
Topic Area
|
Engagement Outcomes
|
||||
ESG practices and disclosures
|
•Released our first integrated Annual Review & ESG Report, which included a TCFD “mini-disclosure”
•Preparing to release a full, standalone TCFD report
•Continue responding to CDP’s Climate Change Questionnaire and disclosing under the SASB framework
•Enhanced various ESG polices (e.g., Supplier Code of Conduct, Human Rights Statement)
•Launched an “ESG Resource Center” to centrally house our ESG-related documents online
|
||||
DEI practices and disclosures
|
•Working towards providing additional transparency into our workforce demographics
•Continue disclosing a Director-by-Director Board Skills and Composition Matrix in our proxy statement
•Implemented a version of the Rooney Rule for both Directors and Section 16 Executive Officers
•Additional oversight by the CHR Committee of HCM matters
|
||||
Compensation plans
|
•Continuing to enhance compensation-related disclosures in the proxy statement
|
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2021 Proxy Statement
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CORPORATE GOVERNANCE |
Chief Governance Officer |
Attention: Chief Governance Officer
Governance@regions.com
|
Regions Financial Corporation
1900 Fifth Avenue North Birmingham, Alabama 35203 |
||||||
Investor Relations |
Attention: Investor Relations
Investors@regions.com
|
|||||||
Board of Directors |
c/o Office of the Corporate Secretary
Attention: Board Communication
|
|||||||
Independent Chair of the Board |
c/o Office of the Corporate Secretary
Attention: Independent Chair of the Board
|
|||||||
Audit Committee of the Board |
c/o Office of the Corporate Secretary
Attention: Chair of the Audit Committee
|
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2021 Proxy Statement
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|
CORPORATE GOVERNANCE |
Chair of the Board’s Key Responsibilities | ||
•Establishes the agenda and presides at executive sessions of the Board’s non-management and independent Directors
•Approves information sent to and meeting agendas for the Board
•Presides at meetings of shareholders
•Presides at Board meetings
•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
|
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 non-executive Chair or Lead Independent Director | Ã | Shareholder Input (Engagements, Vote Results, and White Papers) |
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2021 Proxy Statement
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CORPORATE GOVERNANCE |
Risk Oversight Responsibilities | |||||||||||||||||||||||||||||||||||
Board of Directors
•Strategic planning and objectives
•Budget and capital planning
|
|||||||||||||||||||||||||||||||||||
Audit Committee
•Financial reporting
•Internal controls
•Independent auditor and Internal Audit function
|
CHR Committee
•Compensation plans and programs
•HCM
•Effectiveness of incentives
|
NCG Committee
•Corporate governance
•Board succession
•Board composition
•ESG practices and disclosures
|
Risk Committee
•Enterprise risk management framework and policies
•Performance versus risk appetite and tolerance
|
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2021 Proxy Statement
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CORPORATE GOVERNANCE |
48
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2021 Proxy Statement
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CORPORATE GOVERNANCE |
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2021 Proxy Statement
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CORPORATE GOVERNANCE |
50
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2021 Proxy Statement
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CORPORATE GOVERNANCE |
Looking forward, is the Board/committee well positioned to ensure that it... | |||||
Board |
...is appropriately overseeing the Company’s response to significant national and global events (e.g., COVID-19 pandemic, social unrest)?
|
||||
Audit Committee |
...has a good understanding of the internal controls of the Company’s and management’s assessment of the effectiveness of internal controls?
|
||||
CHR Committee |
...appropriately oversees ESG matters related to human resource management?
|
||||
NCG Committee | ...is overseeing its expanded areas of responsibility with respect to ESG? | ||||
Risk Committee | ...is providing oversight and guidance to senior management to address Regions’ top risks? |
Step # | Process | Approximate Timing | ||||||
u |
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 changes to the format or whether to use a third-party evaluator. Any feedback on the self-evaluation process from the prior year is incorporated.
|
Throughout the year and considered by the NCG Committee in October | ||||||
v |
Board Operations
The Directors are provided a separate opportunity, as part of the Company’s electronic Director questionnaires and outside of the formal evaluation process, to provide feedback on Board operational matters. Although Directors are free to discuss any subject during the formal self-evaluation, these matters are typically discussed separately so that the Directors are better able to focus on more substantive matters during the self-evaluation executive sessions.
|
November and December |
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2021 Proxy Statement
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51
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CORPORATE GOVERNANCE |
Step # | Process | Approximate Timing | ||||||
w |
One-on-One Discussions
Prior to the Board’s and committees’ full evaluations, the independent Chair of the Board holds individual discussions with each of the other independent Directors to obtain their candid feedback on Board effectiveness and Directors’ performance. The one-on-one discussions with the Chair of the Board also include a focus on Director peer evaluations.
Committee Chairs also hold one-on-one discussions with the members of their respective committees to candidly discuss committee-level topics prior to the full committee evaluation process.
|
December and January | ||||||
x |
Reporting to the Full Board
Following the one-on-one discussions, the Independent Chair of the Board provides a verbal summary, as needed and appropriate, to the full Board prior to its evaluation.
|
February | ||||||
y |
Committee Discussions
Each committee conducts its own self-evaluation on topics that are applicable only to that committee. Committee self-evaluations are facilitated by each committee’s Chair. These discussions are summarized for the full Board, as appropriate.
|
February | ||||||
z |
Group Discussions
The self-evaluation program assesses the Board’s and committees’ performance in areas such as:
•Board and committee structure, composition, and oversight;
•Directors’ ability to carry out key Board responsibilities;
•Exchanges between the Board and management; and
•Interactions with key stakeholders.
Using these substantive topics as a springboard for discussion, the Chair of the NCG Committee and Independent Chair of the Board facilitate the Board’s self-evaluation discussion, during which Directors bring their individual expertise and experience to bear on topics raised. 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 Regions’ management.
|
February
|
||||||
{ |
Focus on Outcomes and Set the Slate of Directors
Following the completion of the self-evaluation process, 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 follow-up actions, as applicable.
The results of the self-evaluation process are also considered by the NCG Committee when setting the slate of Director nominees for the next annual meeting.
|
Beginning in February | ||||||
| |
Incorporate Action Items
As appropriate, the follow-up action items are implemented.
|
Beginning in February and continuing throughout the year | ||||||
} |
Ongoing Evaluation
Notwithstanding that the formal self-evaluation process takes place in December through February each year, Directors are encouraged to raise any topics related thereto with the Chair of the NCG Committee, the Chair of an applicable committee, the Chair of the Board, or with the whole Board, as appropriate, at any point during the year.
|
Ongoing |
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2021 Proxy Statement
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CORPORATE GOVERNANCE |
Incumbent Directors’ attendance at Board and committee meetings averaged
approximately 98% in 2020. |
Meetings Held
|
|||||
Board of Directors | 11 | ||||
Audit Committee | 12 | ||||
CHR Committee | 9 | ||||
NCG Committee | 5 | ||||
Risk Committee | 4 | ||||
Joint Meeting of Audit Committee and Risk Committee | 1 | ||||
Joint Meeting of CHR Committee and Risk Committee | 1 | ||||
Total Board and Committee Meetings Held in 2020 | 43 |
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2021 Proxy Statement
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|
CORPORATE GOVERNANCE |
Board Oversight | ||||||||||||||||||||
NCG Committee | ||||||||||||||||||||
New Director Process | ||||||||||||||||||||
Identification of Candidates | ð | Assessment, Interviews, and Discussions | ð | Recommendation and Appointment | ð | Onboarding | ||||||||||||||
The NCG Committee reviews candidates identified by:
•independent Directors
•an independent search firm
•associates and management
•shareholders
•self-recommendations
•other sources
Under a version of the Rooney Rule adopted by the Board, the NCG Committee (as well as any search firm) will endeavor to include highly qualified candidates who reflect diverse backgrounds in the pool from which nominees are chosen.
|
The NCG Committee considers:
•The key qualifications and personal attributes of the candidate, compared to the Board’s current composition;
•Due diligence research conducted on the candidate;
•The independence of the candidate;
•Input from other Directors following interviews with the candidate; and
•The candidate’s other commitments and availability for Board service.
|
Upon recommendations from the NCG Committee, the Board determines whether to appoint the candidate and optimal committee placement.
The NCG Committee, in making its committee assignment recommendation, typically considers assigning new Directors to the Audit Committee or the Risk Committee within the first two years of joining the Board. |
Regions’ comprehensive onboarding program involves a combination of presentations, facility site visits, and meetings supplemented by written materials.
Directors new to public company board service may also be assigned a Director mentor.
The onboarding process is more fully set forth in the Director Onboarding and Ongoing Education section.
|
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
at a public company |
2 boards maximum | ||||
Directors who serve on Regions’ Audit Committee | 3 audit committees maximum |
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2021 Proxy Statement
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CORPORATE GOVERNANCE |
Carolyn H. Byrd | Charles D. McCrary | ||||
Don DeFosset | James T. Prokopanko | ||||
Samuel A. Di Piazza, Jr. | Lee J. Styslinger III | ||||
Zhanna Golodryga | José S. Suquet | ||||
John D. Johns | Timothy Vines | ||||
Ruth Ann Marshall |
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2021 Proxy Statement
|
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|
CORPORATE GOVERNANCE |
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2021 Proxy Statement
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CORPORATE GOVERNANCE |
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2021 Proxy Statement
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|
CORPORATE GOVERNANCE |
Factors Used in Assessing Related
Person Transactions |
||
•The benefits to Regions;
•The impact on a Director’s independence, in the event the related person is a Director, an immediate family member of a Director, or an entity in which a Director is a partner, shareholder, or executive officer;
•The availability of other sources for comparable products or services;
•The terms of the transaction;
•The terms of the transaction which are available to unrelated third parties or to associates generally; and
•Whether the potential related person transaction is consistent with the Code of Conduct.
|
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CORPORATE GOVERNANCE |
“Ordinary
Course” Customer Relationships (1) |
Loans or
Extensions of Credit (2) |
Charitable
Contributions (3) |
Nonmaterial
Relationships (4) |
Family
Relationships (5) |
|||||||||||||
Carolyn H. Byrd | ● | ● | None | None | None | ||||||||||||
Don DeFosset | None | None | ● | None | None | ||||||||||||
Samuel A. Di Piazza, Jr. | ● | None | None | ● | None | ||||||||||||
Zhanna Golodryga | ● | None | None | None | None | ||||||||||||
John D. Johns | ● | ● | ● | ● | None | ||||||||||||
Ruth Ann Marshall | ● | None | None | ● | None | ||||||||||||
Charles D. McCrary | ● | ● | ● | ● | None | ||||||||||||
James T. Prokopanko | None | None | None | ● | None | ||||||||||||
Lee J. Styslinger III | ● | ● | ● | ● | None | ||||||||||||
José S. Suquet | None | None | None | None | None | ||||||||||||
Timothy Vines | ● | ● | ● | ● | None |
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CORPORATE GOVERNANCE |
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CORPORATE GOVERNANCE |
CHR Committee Members During 2020
|
||
Don DeFosset | ||
Samuel A. Di Piazza, Jr. | ||
Zhanna Golodryga | ||
Ruth Ann Marshall | ||
Timothy Vines |
•Audit Committee
•CHR Committee
|
•NCG Committee
•Risk Committee
|
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CORPORATE GOVERNANCE |
Audit | CHR | NCG | Risk | |||||||||||
Carolyn H. Byrd
|
Chair | |||||||||||||
Don DeFosset
|
Chair | Member | ||||||||||||
Samuel A. Di Piazza, Jr.
|
Member | Member | ||||||||||||
Zhanna Golodryga | Member | Member | ||||||||||||
John D. Johns
|
Chair | |||||||||||||
Ruth Ann Marshall
|
Member | Chair | ||||||||||||
Charles D. McCrary
|
Non-voting ex-officio participant of each Standing Committee | |||||||||||||
James T. Prokopanko | Member | Member | ||||||||||||
Lee J. Styslinger III | Member | Member | ||||||||||||
José S. Suquet
|
Member | Member | ||||||||||||
John M. Turner, Jr.
|
||||||||||||||
Timothy Vines
|
Member | Member | ||||||||||||
Number of standalone meetings held in 2020 | 12 | 9 | 5 | 4 |
|
Audit Committee Financial Expert | ||||
|
Risk Committee Risk Management Expert | ||||
|
Independent Chair of the Board | ||||
|
Executive Committee Member |
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CORPORATE GOVERNANCE |
Message from the Audit Committee Chair
|
The Audit Committee has continued to enhance its practices and carry out its critical responsibility to provide oversight of Regions’ financial reporting process, including assessing risks and complying with legal and regulatory requirements. The COVID-19 pandemic brought unique challenges to the forefront of the industry and highlighted a need for strong governance. During 2020, as the Audit Committee Chair, I received frequent updates to changes in the internal audit plan to address the challenges presented by the pandemic. Further, I met regularly with the leadership team from Internal Audit, executives, and other members of management, as well as the independent auditing firm to preview meeting topics and materials and to gain valuable insight on the scope and results of audit activities.
The Audit Committee focused on the estimation of the Allowance for Credit Losses, as well as other critical accounting estimates impacted by the pandemic. There was also focus on ensuring the Company appropriately presented and disclosed the risks associated with the pandemic. In addition, the Company’s acquisition of Ascentium Capital, LLC and the adoption of the CECL accounting standard were actively monitored throughout 2020. The Audit Committee received regular updates on critical accounting estimates such as the allowance for credit losses, fair value measurements, intangible assets including goodwill, residential mortgage servicing rights and income taxes. Other specialty or Board-requested presentations covered topics such as the fraud and collections control environment, privacy, customer transparency initiative, and new accounting standards updates.
Focused training was provided to the Audit Committee to help with its oversight on current and emerging matters. Educational sessions included topics such as CECL, cybersecurity insights and governance, data privacy, enterprise resilience, and the regulatory landscape.
The Audit Committee, through hard work and frequent communication, worked with management to ensure oversight of sound practices throughout a difficult 2020.
– Carolyn Byrd
|
Meetings in 2020 | Key Responsibilities: | |||||||
12 plus 1 joint meeting with the Risk Committee |
•Assist and advise the Board in monitoring:
–Integrity of the Company’s financial statements and the financial reporting process, including matters relating to internal accounting and financial controls
–Independent auditor’s qualifications and independence
–Performance of the Company’s internal audit function and independent auditor
–Compliance with legal and regulatory requirements
•Appoint, retain, or replace and oversee the work and compensation of the independent auditor
•Pre-approve all auditing services and, subject to certain de minimis exceptions, permitted non-audit services to be performed by the independent auditor
•Discuss with management the (i) Company’s major financial risk exposures and (ii) steps management has taken to monitor and control such exposures
•Review and discuss financial statements and disclosures that will be filed with the SEC and related matters and judgments
•Review and discuss non-GAAP treatment of financial information and the use of such treatment with management
•Oversee, review, and evaluate the Company’s relationship with the independent auditor and the independent auditor’s performance and independence
•Consider whether, in order to assure continuing auditor independence, there should be regular rotation of the independent auditor
•Oversee the Company’s internal audit function, including its planned activities, results of completed activities, budget, and staffing
|
|||||||
Members | ||||||||
Carolyn H. Byrd (Chair) | ||||||||
Samuel A. Di Piazza, Jr. | ||||||||
José S. Suquet | ||||||||
Timothy Vines | ||||||||
Each member of the Audit Committee has been determined to meet the independence requirements of applicable law, the NYSE, and Regions’ Corporate Governance Principles. | ||||||||
Each member of the Audit Committee has been determined to be financially literate and an audit committee financial expert. | ||||||||
The Audit Committee Report can be found on page 31. |
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CORPORATE GOVERNANCE |
Message from the CHR Committee Chair
|
In 2020, the CHR Committee continued its oversight of executive compensation and HCM. The CHR Committee worked with management to establish appropriate, challenging corporate performance incentive goals that support the Company’s strategy and directly impact NEO compensation. The CHR Committee also continued its oversight of total rewards, corporate culture, DEI, talent management, management succession planning, and associate conduct.
In light of the COVID-19 pandemic, the CHR Committee emphasized associate well-being. With the oversight and guidance of the CHR Committee, Regions implemented measures to help protect associate safety. These measures included, but were not limited to, providing COVID-19 testing and related treatment at no cost to associates, enhancing paid leave and telehealth benefits, providing face coverings for all associates, and reducing occupancy levels and enhancing operational practices to protect social distancing. Regions also provided additional compensation for branch, contact center, and certain other operationally essential associates.
Through its oversight, the CHR Committee strives to strengthen the effectiveness of our HCM strategies and alignment with our corporate culture and long-term strategic priorities.
– Don DeFosset
|
Meetings in 2020 | Key Responsibilities: | |||||||
9, plus 1 joint meeting with the Risk Committee. |
•Assist and advise the Board in:
–Fulfilling its responsibilities relating to the compensation of the executive officers
–Ensuring that all executive compensation is fair, appropriate, reasonable, and in compliance with all relevant regulations
•Regarding the Company’s compensation plans and programs:
–Oversee and monitor the plans and programs to determine whether they are properly aligned with the Company’s strategic and financial objectives
–Ensure that such plans and programs are supportive of the Company’s risk appetite and tolerances established by the Board
–Establish and maintain the appropriate processes and procedures and engage sufficient personnel to manage compensation-related risks
•Review and approve all Company goals and objectives relevant to the CEO’s compensation and evaluate the CEO’s performance in light of those goals and objectives
•Determine and approve the CEO’s compensation; approve the compensation of the executive officers and certain other senior officers
•Establish and administer performance goals and certify when performance goals have been attained
•Review and approve any employment agreement, new hire award, or payment proposed to be made with any proposed or current executive officer
•Ensure that the compensation and other incentives granted to the Chief Risk Officer are consistent with providing an objective assessment of the risks taken by the Company, in consultation with the Risk Committee
•Review and approve any severance; change-in-control; or similar termination agreement, award, or payment proposed to be made to any current or former executive officer
•Approve any new equity compensation plan or any material change to an existing plan where shareholder approval is not required
•Review and make recommendations as to the form and amount of Director compensation and the stock ownership guidelines for Directors
•Oversee the Company’s HCM, including but not limited to total rewards, corporate culture, talent management, management succession, and DEI practices
•Oversee CEO succession planning and ESG matters related to HCM in coordination with the NCG Committee
•Oversee corporate culture with a focus on 1) the alignment of culture and human capital management with the Company’s corporate strategy and 2) ensure management’s efforts and programs foster and support a company-wide culture of ethical decision making
•Oversee the Company’s Code of Conduct and any other programs related to ethics, business conduct, or conflicts of interest
|
|||||||
Members | ||||||||
Don DeFosset (Chair) | ||||||||
Samuel A. Di Piazza, Jr. | ||||||||
Zhanna Golodryga | ||||||||
Ruth Ann Marshall | ||||||||
Timothy Vines | ||||||||
Each member of the CHR Committee has been determined to meet the independence requirements of applicable law, the NYSE, and Regions’ Corporate Governance Principles. | ||||||||
Under its charter, the CHR Committee may delegate all or a portion of the authority, duties, and responsibilities assigned to it, other than those specifically assigned to the committee through rules and regulations, to the CEO or a subcommittee. | ||||||||
With respect to the management and administration of the Company’s employee benefit plans, the CHR Committee has delegated certain responsibilities to management’s Benefits Management and Human Resources Committee.
Further, the CEO has delegated authority to determine and approve annual grants to key associates under the LTIP, subject to annual grant program guidelines. |
||||||||
The CHR Committee Report can be found on page 70. |
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CORPORATE GOVERNANCE |
Message from the NCG Committee Chair
|
Throughout 2020, the NCG Committee has diligently exercised its oversight responsibilities, particularly with respect to the various components that make up the broad concept of ESG. For example, during the summer of 2020, the NCG Committee oversaw the publication of an overhauled integrated Annual Review & ESG Report, which included a TCFD “mini-disclosure.” Also, over the summer, the Company released revamped versions of its Human Rights Statement and Supplier Code of Conduct. To assist in shareholders’ and others’ ESG research into the Company, Regions also launched an online “ESG Resource Center” to gather our various ESG documents in one place. By continually enhancing the Company’s disclosures, shareholders are provided with more of the information they are seeking.
The tumultuous events of 2020 shined a spotlight on companies’ corporate governance. Importantly, the past year demonstrated that having proper governance practices established before a crisis better ensures that a company will be in a stronger position to weather the storm. The NCG Committee is proud of the strong governance framework that was in place prior to the beginning of the pandemic and social unrest that allowed the Board and executive management to respond swiftly and efficiently.
As we begin our journey into 2021, the NCG Committee remains focused on overseeing robust ESG practices and disclosures, particularly as these continue growing in importance with the Company’s shareholders.
– Ruth Ann Marshall
|
Meetings in 2020 | Key Responsibilities: | |||||||
5 |
•Assist and advise the Board in:
–Identifying, considering, and evaluating individuals qualified to become Board members
–Establishing and maintaining effective corporate governance policies and practices, including developing and recommending to the Board a set of corporate governance principles applicable to the Company
–Exercise general oversight with respect to corporate governance
–Leading the Board and committees in reviewing and Company’s activities and practices regarding ESG matters that are of significance to the Company and its stakeholders
–Overseeing the Board’s succession planning process
•Oversee the Company’s and Directors’ engagement with institutional shareholders, proxy advisors, and other interested parties and assess feedback with respect to corporate governance and related matters
•Monitor Directors’ service on other boards to ensure that each Director has adequate time to appropriately serve on Regions’ Board
•Review and assess the Company’s Corporate Governance Principles
•Oversee the Company’s significant practices and reporting with respect to ESG, including reviewing the Company’s ESG strategy, initiatives, and policies and receiving updates from members of management responsible for those activities
•Facilitate and oversee the Board’s self-evaluation process
•Review and oversee the Company’s CEO succession planning in coordination with the CHR Committee
•Oversee proposed amendments to the Company’s Certificate of Incorporation and By-Laws and the Board committee charters
|
|||||||
Members | ||||||||
Ruth Ann Marshall (Chair) | ||||||||
Don DeFosset | ||||||||
James T. Prokopanko | ||||||||
Lee J. Styslinger III | ||||||||
Each member of the NCG Committee has been determined to meet the independence requirements of applicable law, the NYSE, and Regions’ Corporate Governance Principles. | ||||||||
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CORPORATE GOVERNANCE |
Message from the Risk Committee Chair
|
Consistent with the expectations set forth in its charter, the Risk Committee has effectively established parameters and tolerances for risk-taking by the Company. The Risk Committee has monitored these parameters and tolerances extensively over 2020 to ensure the Company remains in alignment with our established risk appetite during a period of heightened stress. In response to the pandemic, the Risk Committee has provided focused oversight of credit risk, including credit policy and underwriting, credit quality and trends, and the impact of new accounting guidance to the allowance for credit losses. In addition, the Risk Committee has monitored the impact of the pandemic to capital adequacy, business resiliency, model performance, and the control environment, and has overseen the deployment of customer relief programs. While the Company’s pandemic response was paramount, the Risk Committee also effectively monitored other key risks to the Company over the last year, including, but not limited to, customer privacy and fair banking, interest rate risk management, data governance, cyber and information security, and third-party risk management, as well as recurring reviews of risk factors associated with business changes made in connection to the Company’s strategic priority to Continuously Improve. Moreover, the Risk Committee has and will continue to monitor risk culture and associate health and well-being in a period of significant social and political unrest.
The Risk Committee also completed in 2020 its annual self-evaluation process based on leading corporate governance principles to evaluate elements such as committee structure, composition, and oversight. The results of the evaluation demonstrate that we have strong membership with diverse backgrounds and skill sets that contribute to the effectiveness of the Risk Committee overall.
The Risk Committee will continue to work with management and outside experts with the goal of ensuring prudent and effective risk oversight of the Company within the fast-paced and ever-changing financial services industry.
– Johnny Johns
|
Meetings in 2020 | Key Responsibilities: | |||||||
4, plus 1 joint meeting with the Audit Committee and 1 joint meeting with the CHR Committee |
•Oversee the Company’s enterprise-wide risk-management framework, including policies, strategies, and systems established by management to identify, measure, mitigate, monitor, and report major risks, including emerging risks and other enterprise risks
•Establish the Board’s risk appetite parameters to be used by management to operate the Company within the Enterprise Risk Appetite Statement
•Monitor the Company’s performance to ensure alignment with the tolerance levels articulated in the Enterprise Risk Appetite Statement
•Ensure that the compensation of the Chief Risk Officer is consistent with providing an objective assessment of the risks taken by the Company
•Approve, at least annually, the contingency funding plan that sets out the Company’s strategies for addressing liquidity needs during liquidity stress events
•Oversee the Company’s credit risk rating system and approaches to asset/liability management, including trading and derivatives activities
•Oversee the Company’s Credit Review function, including approving the appointment of the Director of Credit Review and reviewing their performance and compensation
•Supervise the Company’s efforts to address operational risk, which include information technology/security activities, disaster recovery, business resiliency, crisis management, and third-party risk management
•Monitor and oversee the Company’s compliance risk program, including BSA/AML/OFAC activities, and compliance with other legal and regulatory obligations
•In coordination with the NCG Committee, oversee matters related to environmental and social risk management, such as climate change
|
|||||||
Members | ||||||||
John D. Johns (Chair) | ||||||||
Zhanna Golodryga | ||||||||
James T. Prokopanko | ||||||||
Lee J. Styslinger III | ||||||||
José S. Suquet | ||||||||
Each member of the Risk Committee has been determined to meet the independence requirements of applicable law, the NYSE, and Regions’ Corporate Governance Principles. | ||||||||
Directors Johns and Suquet were each determined to be a “risk management expert” within the meaning of the Federal Reserve’s Regulation YY.
|
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OWNERSHIP OF REGIONS COMMON STOCK |
Amount and Nature of
Beneficial Ownership
|
|||||||||||
Name and Address of Beneficial Owner
|
Number of
Common Shares |
Percent of Class
|
|||||||||
BlackRock, Inc. (and subsidiaries) (1)
55 East 52nd Street
New York, New York 10055
|
85,447,278 | 8.89% | |||||||||
State Street Corporation (and subsidiaries) (2)
One Lincoln Street
Boston, Massachusetts 02111
|
55,967,406 | 5.83% | |||||||||
The Vanguard Group, Inc. (and subsidiaries) (3)
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
|
113,578,234 | 11.82% |
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OWNERSHIP OF REGIONS COMMON STOCK |
Name of Beneficial Owner
|
Shares of
Common Stock (1) |
Number of
Shares Subject to Exercisable Options |
Total Number
of Shares Beneficially Owned |
Percent
of Class |
Additional
Underlying Units (2) |
Total Shares
Beneficially Owned Plus Additional
Underlying
Units |
||||||||||||||
Current Directors including
Nominees for Director |
||||||||||||||||||||
Carolyn H. Byrd
|
88,712 | 0 | 88,712 | * | 100,187 | 188,899 | ||||||||||||||
Don DeFosset
|
126,509 | 0 | 126,509 | * | 29,450 | 155,959 | ||||||||||||||
Samuel A. Di Piazza, Jr.
|
18,731 | 0 | 18,731 | * | 51,687 | 70,418 | ||||||||||||||
Zhanna Golodryga
|
10,945 | 0 | 10,945 | * | 11,888 | 22,833 | ||||||||||||||
John D. Johns (3)
|
67,296 | 0 | 67,296 | * | 128,141 | 195,437 | ||||||||||||||
Ruth Ann Marshall
|
97,225 | 0 | 97,225 | * | 124,775 | 222,000 | ||||||||||||||
Charles D. McCrary
|
134,397 | 0 | 134,397 | * | 278,306 | 412,703 | ||||||||||||||
James T. Prokopanko
|
18,731 | 0 | 18,731 | * | 20,213 | 38,944 | ||||||||||||||
Lee J. Styslinger III
|
121,724 | 0 | 121,724 | * | 217,928 | 339,652 | ||||||||||||||
José S. Suquet
|
51,527 | 0 | 51,527 | * | 48,690 | 100,217 | ||||||||||||||
John M. Turner, Jr. (4)
|
366,492 | 0 | 366,492 | * | 584,492 | 950,984 | ||||||||||||||
Timothy Vines
|
5,590 | 0 | 5,590 | * | 37,207 | 42,797 | ||||||||||||||
Other Named Executive Officers
(See Summary Compensation Table on pages 95-97) |
||||||||||||||||||||
David J. Turner, Jr. (5)
|
244,889 | 0 | 244,889 |
*
|
239,163 | 484,052 | ||||||||||||||
John B. Owen (6)
|
24,187 | 0 | 24,187 | * | 207,418 | 231,605 | ||||||||||||||
C. Matthew Lusco
|
176,225 | 0 | 176,225 | * | 182,696 | 358,921 | ||||||||||||||
Ronald G. Smith (7)
|
238,756 | 0 | 238,756 | * | 151,226 | 389,982 | ||||||||||||||
Other executive officers as a group
|
208,824 | 0 | 208,824 | * | 594,813 | 803,637 | ||||||||||||||
Directors and executive officers as a group (22 persons) | 2,000,760 | 0 | 2,000,760 | * | 3,008,280 | 5,009,040 |
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OWNERSHIP OF REGIONS COMMON STOCK |
Director Stock
Ownership
Guidelines
|
Non-management Directors are expected to own shares of Regions common stock with a value equal to or in excess of 5 times the value of the cash portion of their annual retainer.
Until such time as the minimum level of stock ownership is achieved, the Director shall be required to retain 50 percent of the after-tax net shares acquired as a part of any compensatory arrangement, unless granted an exception by the NCG Committee upon showing a hardship or other special circumstances.
|
||||
Executive Officer
Stock Ownership
Guidelines
|
Executive officers are required to own Regions common stock having a value that is a specified multiple of their base salary. The multiple varies based on the tier designation, which in turn reflects the executive officer’s level of responsibility and compensation. The minimum holding amount for our CEO is 6 times base salary, and the minimum holding amount for the other NEOs is 3 times base salary.
Until such time as the minimum level of stock ownership is achieved, the executive officer shall be required to retain 50 percent of the after-tax net shares acquired as a part of any compensatory arrangement, unless granted an exception by the CHR Committee upon showing a hardship or other special circumstances.
|
No Director or executive officer has shares that are pledged or otherwise available to a lender as security, and all Directors and executive officers are in full compliance with Regions’ anti-hedging and anti-pledging policies. |
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COMPENSATION AND HUMAN
RESOURCES COMMITTEE REPORT |
|
|
|
||||||
Don DeFosset, Chair
|
Samuel A. Di Piazza, Jr.
|
Zhanna Golodryga | ||||||
|
|
|||||||
Ruth Ann Marshall
|
Timothy Vines
|
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COMPENSATION DISCUSSION AND ANALYSIS |
Name
|
Principal Position | ||||
John M. Turner, Jr. | President and CEO (“CEO”) | ||||
David J. Turner, Jr. | Chief Financial Officer (“CFO”) | ||||
John B. Owen | Chief Operating Officer (“COO”) | ||||
C. Matthew Lusco | Chief Risk Officer (“CRO”) | ||||
Ronald G. Smith | Head of Corporate Banking Group |
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COMPENSATION DISCUSSION AND ANALYSIS |
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2021 Proxy Statement
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COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Component
|
Key Decisions Made and the Impact of Performance on Decisions
|
||||
2020 Base Salaries | Two NEOs received a base salary increase, our CEO, Mr. J. Turner, and the Head of Corporate Banking Group, Mr. Smith. After consideration of performance, market benchmark data for the roles, and in consultation with its independent compensation consultant, the CHR Committee increased Mr. J. Turner’s and Mr. Smith’s base salary by 2.6 percent and 6 percent, respectively, in early 2020. | ||||
Annual Cash Incentive Compensation Awards
|
Our performance against goals set at the beginning of 2020 generated annual incentive payments slightly above target. In recognition of his performance as COO, the short-term incentive target opportunity increased for Mr. Owen. The target incentive opportunity for other NEOs remained at the prior year’s level. Additionally, the CHR Committee reviewed corporate performance, noting that diligent execution of our strategic plan in a challenging credit and interest rate environment yielded a result of 101 percent of target expectations. The 2020 annual incentive plan was not adjusted or modified as the result of the COVID-19 pandemic. | ||||
Long-Term Incentives
|
The COVID-19 global health pandemic impacted the timing and design of the long-term incentive grants made in 2020. Consistent with previous years, the grants were divided equally among restricted stock units, performance share units, and performance cash units. For the current year grants, long-term incentive performance is being measured on the absolute and relative performance of ROATCE. With consideration given to performance, individual contribution, and benchmark data, the CHR Committee approved a $100,000 increase to the long-term incentive target for Mr. Owen and a $625,000 increase for Mr. J. Turner. While the CHR Committee considers the grants made in 2020 to be current-year compensation, it is important to also recognize and evaluate the impact of performance on prior years’ awards in ensuring executive compensation is in line with performance.
To that end, the CHR Committee approved an adjustment to the performance measurement methodology of the 2018-2020 Long Term Incentive Plan performance-based grants in response to the volatility and challenges related to the COVID-19 pandemic. The CHR Committee determined that two-thirds of the final result would be calculated based on pre-pandemic performance (as of the end of 2019) under the originally approved plan (i.e. measurement of both absolute and relative EPS growth and ROATCE), and the remaining one-third of the performance results would be calculated using the originally approved plan metrics (EPS growth and ROATCE) but evaluating performance on a relative-to-peers basis for the full three-year period 2018-2020. This resulted in award payouts of 99 percent of target. This approach was determined by the CHR Committee as a fair and balanced outcome based on our projected payout prior to the impact of the COVID-19 pandemic, the unanticipated and dramatic impact the pandemic had on our pre-established absolute goals, while still holding management accountable for performance against peers facing similar business conditions for the entire 3-year period.
More information regarding long-term incentive compensation can be found on pages 83 - 87.
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|
COMPENSATION DISCUSSION AND ANALYSIS |
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COMPENSATION DISCUSSION AND ANALYSIS |
What We Do
|
||||||||
ü | Pay for Performance (pages 79-87) | Executive pay decisions are made to ensure that the majority of total direct compensation is at-risk and not guaranteed. For example, 66 percent of our CEO’s actual 2020 compensation is performance based with 64 percent of Mr. J. Turner’s compensation subject to deferral and the requirement for sustained performance over a multi-year period. | ||||||
ü | Evaluate Performance Using a Combination of Balanced Performance Metrics (pages 79-87) | We evaluate both corporate and individual performance in our annual incentive plans. Performance is evaluated compared to internal expectations, budgets, and plans, including non-financial metrics important to our stakeholders. Plans also include a degree of discretion allowing for the exercise of sound business judgment by the CHR Committee when assessing performance and corresponding pay decisions. | ||||||
ü | Require Strong Stock Ownership and Retention of Equity (page 93) | The Board established robust stock ownership guidelines that each of our Directors and NEOs must meet in order to assure that Directors’ and executives’ interests are tied to those of our shareholders. The guidelines include a rigorous 6x base pay ownership requirement for our CEO and a 3x ownership requirement for the remaining NEOs. | ||||||
ü | Provide for a Strong Clawback Policy (page 92) | In the event previously paid incentive compensation is determined to be based on materially inaccurate performance metrics or an executive has engaged in excessively risky or other detrimental conduct, the CHR Committee has wide latitude to cancel or reduce any current or future incentive compensation. In addition, the CHR Committee has further authority to recapture incentive compensation that has been paid if determined to be in the best interests of the Company and our shareholders. The policy governing clawbacks is reviewed at least annually by the CHR Committee. | ||||||
ü | Require Double Trigger Change-in-Control Provisions (page 102) | Our change-in-control agreements, Executive Severance Plan, and long-term incentive awards require both a change-in-control and termination of employment (so-called “double trigger”) to trigger payment. No awards or benefits are paid only upon a change-in-control. | ||||||
ü | Use an Independent Compensation Consultant (page 90) | The CHR Committee determined its compensation consultant to be independent under both SEC and NYSE rules. The compensation consultant does no other work for the Company. | ||||||
ü | Listen to and Engage with Our Shareholders (pages 43-45 and 78) | We conduct an annual advisory Say-on-Pay vote, as recommended by our shareholders, and actively review the results of these votes as we make program decisions. In 2020, shareholders voiced substantial support for our executive compensation plans and programs, with 93.57 percent of votes cast in approval. Additionally, as a part of our corporate governance shareholder engagement program, we solicit feedback regarding our compensation programs from shareholders and proxy advisors and consider any other shareholder comments we receive. Shareholders are also invited to share their views with the CHR Committee as described on page 45. |
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COMPENSATION DISCUSSION AND ANALYSIS |
What We Don’t Do | ||||||||
X | No Incentive Plans that Encourage Excessive Risk Taking | Protecting against unreasonable risk is a core guiding principle of our compensation philosophy and is demonstrated in numerous ways, including balanced program design; the use of multiple and competing performance measures; the adoption of a clawback and other enterprise-wide risk-related policies; and robust governance and oversight processes to identify, monitor, mitigate, and manage risk. Our comprehensive risk assessment of incentive-based compensation plans by our Risk Management Group, including our CRO, validates our belief that none of our compensation programs create risks that are reasonably likely to have a material adverse impact on the Company. | ||||||
X | No Employment Agreements for Executive Officers | Our executive officers are at-will employees with no employment contracts. | ||||||
X | No Tax Gross-Ups on Perquisites (“Perks”) | Once an associate becomes an NEO, we do not provide tax gross-ups for any taxable perk provided. In addition, we have not entered into any agreements that permit excise tax gross-ups on change-in-control payments since 2011. | ||||||
X | No Repricing of Underwater Options |
We do not reprice “out-of-the-money” stock options.
|
||||||
X | No Hedging, Pledging, or Short Sales |
We do not permit our associates or Directors to hedge or short-sell Regions securities. Additionally, our executive officers and Directors are prohibited from pledging Regions securities against other debt.
|
||||||
X | No Dividends or Dividend Equivalents on Unearned Grants | We do not pay dividends or dividend equivalents on shares or units that are not earned. We issue dividend and dividend equivalent payments at the end of a performance period only on shares and units that ultimately vest. | ||||||
X | No Excessive Perks | While the CHR Committee has eliminated most perks, those that remain are monitored to ensure they continue to be based on sound business rationale. |
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COMPENSATION DISCUSSION AND ANALYSIS |
1. Review Competitiveness and Business Objectives | ||||||||
Prior to the start of each calendar year, the CHR Committee focuses on two areas related to upcoming compensation decisions:
|
||||||||
Review Market Competitiveness of Pay |
Review Potential Plan Changes, Business Plans,
Budgets, and Expected Results
|
|||||||
The CHR Committee evaluates the market competitiveness of compensation for each of our executive officers in order to guide target compensation decisions for the coming year. With the assistance of its independent compensation consultant, the CHR Committee reviews the compensation of our executive officers against that of the Company’s compensation peer group, as well as a larger group of diversified financial institutions that we compete with for both business and potential talent.
|
The CHR Committee begins its discussions about compensation plan design for the coming year. Potential plan changes are discussed based on previous effectiveness evaluations. In addition, members of the management team advise the Board with respect to business plans, business risks, expected financial results, and shareholder return expectations. The CHR Committee uses these discussions to facilitate the goal setting process for both our short- and long-term performance-based compensation plans. |
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2021 Proxy Statement
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77
|
COMPENSATION DISCUSSION AND ANALYSIS |
Base Salary Change
|
2020 Annualized Base Salary |
2020 Annual Incentive(1)
|
2020 Long-Term Incentive
|
2020 Total Target
Compensation (2) |
|||||||||||||||||||||||||||||||
Name
|
Previous Target | 2020 Target | Target Annual Incentive | Target Change | Target | ||||||||||||||||||||||||||||||
John M. Turner, Jr.
|
ñ | 2.6% | $ | 1,000,000 |
ó
|
170% | 170% | $ | 1,700,000 | ñ | $ | 625,000 | $ | 5,000,000 | $ | 7,700,000 | |||||||||||||||||||
David J. Turner, Jr.
|
ó
|
—% | $ | 664,200 |
ó
|
115% | 115% | $ | 763,830 | ó | $ | — | $ | 1,400,000 | $ | 2,828,030 | |||||||||||||||||||
John B. Owen
|
ó
|
—% | $ | 700,000 |
ñ
|
115% | 125% | $ | 875,000 | ñ | $ | 100,000 | $ | 1,500,000 | $ | 3,075,000 | |||||||||||||||||||
C. Matthew Lusco
|
ó
|
—% | $ | 584,250 |
ó
|
115% | 115% | $ | 671,888 | ó | $ | — | $ | 1,200,000 | $ | 2,456,138 | |||||||||||||||||||
Ronald G. Smith | ñ | 6.0% | $ | 535,000 | ó | 115% | 115% | $ | 615,250 | ó | $ | — | $ | 900,000 | $ | 2,050,250 |
78
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2021 Proxy Statement
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COMPENSATION DISCUSSION AND ANALYSIS |
|
2021 Proxy Statement
|
79
|
COMPENSATION DISCUSSION AND ANALYSIS |
Absolute Performance Against Internal Targets
|
||||||||||||||||||||||||||
2020 Goal Achievements | ||||||||||||||||||||||||||
Performance Metric
|
Threshold |
Target
|
Maximum | Attainment | % of Goal | |||||||||||||||||||||
Weighting |
Profitability Metrics
|
|||||||||||||||||||||||||
50% |
Adjusted Efficiency Ratio (1)
|
60.1% | 57.8% | 56.3% |
56.6%
|
167.0% | = | 91% | ||||||||||||||||||
40% |
Adjusted Income Available to Common Shareholders ($ millions) (2)
|
$1,284 | $1,511 | $1,662 | $1,001 | 0.0% | ||||||||||||||||||||
10% |
Net Charge-Offs/Average Loans (3)
|
0.71% | 0.50% | 0.40% |
0.58%
|
74.0% | ||||||||||||||||||||
Plus or minus10 points
|
Customer Service Metrics Modifier
* No modification for target performance
* Minus 1 point for every percentile below the 70th percentile, maximum 10 points
* Add 1 point for every percentile above the 80th percentile, maximum 10 points
|
60th | > 80th | 90th | >90th |
Maximum
|
= | 10% | ||||||||||||||||||
TOTAL CORPORATE PERFORMANCE
|
101% |
Required Reductions |
Goal
|
Result
|
Required Reduction Indicated?
|
|||||||||||||||||
Primary Liquidity Level | Low Risk or Better |
Low Risk
|
NO
|
|||||||||||||||||
Capital Action Decision Tree Status | Monitoring or Deploy | Monitoring |
NO
|
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2021 Proxy Statement
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COMPENSATION DISCUSSION AND ANALYSIS |
Name |
Individual
Performance Rating |
Comments
|
||||||
John M. Turner, Jr. | 125% |
•Demonstrated strong leadership focusing executive management on what could be controlled during the unprecedented global pandemic leading to the following financial results:
•Best Operating results in over a decade with pre-tax, pre-provision income growth of 11.4%, driven by strong performance in Capital Markets activity, Mortgage production, PPP program fee income, strong expense control and interest rate hedging activity
•Top Shareholder return performance with Regions at number one out of peers for the one year period ending in 2020 and a rank of third out of the peer group on a three year basis
•Drove efficiency ratio to 56.6% beating the budget of 57.8%
•Served our customers and communities through:
•Swift adaptation of branch banking model to “Lobby by Appointment” hours keeping over 90% of our branches open and operational throughout the pandemic
•Supported customers through fee structure accommodations while providing access to capital, including consumer and mortgage payment deferrals as well as both small and large business deferrals
•Supported the Paycheck Protection Program by providing over 46,000 small business loans to customers in every state of the footprint, 98% of which were allocated to businesses with less than 100 employees
•Investment in and improvement of digital and omnichannel tools and products
•Invested $10 million in our communities through the Regions Foundation
•Strengthened our commitment to Build the Best Team:
•Supported associates throughout the pandemic with programs to promote their health and safety, including expanding compensation and benefit programs to support their families and work-life balance
•Increased diversity with the addition of multiple diverse leaders into the executive and senior management ranks
|
||||||
David J. Turner, Jr. | 130% |
•Generated positive operating leverage through expense management
•Hedging strategies contributed $260 million in revenue in 2020
•Successfully restructured bank owned life insurance program to benefit future years and generated a gain of $25 million in 2020
•Finance associate engagement improved measurably in spite of the disruption caused by the COVID-19 pandemic
•Through execution of human capital strategies, successfully replaced talent in key positions in a seamless manner
|
||||||
John B. Owen | 125% |
•Led continuous improvement initiatives, resulting in financial impacts exceeding pre-established targets
•Successfully reduced square footage by 650,000 square feet in 2020 and laid the ground work for an additional 800,000 square foot reduction in 2021
•Third party spend reduction of $33 million
•Strengthened diversity of leadership team through strategic, diverse hires
•Successfully implemented technology and operational support to transition over 9,000 associates to remote work
•Improved fraud and cyber security capabilities
|
||||||
C. Matthew Lusco | 115% |
•Successfully established highly adaptable and effective risk management and governance programs to evaluate and oversee operational changes during rapidly changing work environments
•Strong credit risk management program led to early identification and mitigation of portfolio risk during the pandemic, including early involvement of Problem Asset Management division where appropriate
•Partnered with the Corporate Banking Group, to deliver the Payroll Protection Program to 46,000 customers
•Strengthened diversity in Risk leadership through strategic and diverse hires
|
||||||
Ronald G. Smith | 120% |
•Despite the COVID-19 pandemic challenges, the Corporate Banking Group revenue increased 13% from prior year and was 9% above target
•Successfully implemented the Payroll Protection Program, providing access to $5 billion for 46,000 customers
•Completed Ascentium integration into the Company with solid five month performance, despite onboarding and other integration challenges as the result of the pandemic
•Worked with Risk and Technology to automate virtual tools to facilitate business during the pandemic. These tools will have long lasting impact to the organization
•Targeted disrupted markets and firms to execute strategic recruiting and hiring
|
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2021 Proxy Statement
|
81
|
COMPENSATION DISCUSSION AND ANALYSIS |
Name
|
2020 Target Incentive(1)
|
Total Incentive Received
|
||||||
John M. Turner, Jr. | $1,689,049 | $1,827,550 | ||||||
David J. Turner, Jr. | $763,830 | $837,922 | ||||||
John B. Owen | $875,000 | $946,750 | ||||||
C. Matthew Lusco | $671,888 | $706,826 | ||||||
Ronald G. Smith | $605,788 | $669,396 |
Name
|
Total Targeted LTIP
Economic Value1
|
Value of RSUs2
|
Value of PSUs3
|
Value of PCUs3
|
|||||||||||||
John M. Turner, Jr.
|
ñ
|
$5,000,000 | $1,666,667 | $1,666,667 | $1,666,666 | ||||||||||||
David J. Turner, Jr.
|
ó
|
$1,400,000 | $466,667 | $466,667 | $466,666 | ||||||||||||
John B. Owen
|
ñ
|
$1,500,000 | $500,000 | $500,000 | $500,000 | ||||||||||||
C. Matthew Lusco
|
ó
|
$1,200,000 | $400,000 | $400,000 | $400,000 | ||||||||||||
Ronald G. Smith |
ó
|
$900,000 | $300,000 | $300,000 | $300,000 |
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2021 Proxy Statement
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COMPENSATION DISCUSSION AND ANALYSIS |
|
2021 Proxy Statement
|
83
|
COMPENSATION DISCUSSION AND ANALYSIS |
LTIP PERFORMANCE TARGET DISCLOSURE
|
||
Performance targets and the payout percentages generated for each level of long-term incentive performance are determined each year by the CHR Committee based on Company budgets and goals, as well as known prevailing economic conditions. We do not disclose the internal absolute performance targets set for the three-year performance period in the above matrix because such disclosure could be construed as earnings guidance. The CHR Committee believes the target levels for absolute performance are challenging, yet achievable. While we do not disclose forward looking goals, we commit to disclosing target performance and performance achievement in the CD&A each year as performance awards vest. Though the matrix above does not include goals, it demonstrates the expectation of a zero percent payment if we do not meet approximately one-half of the cumulative amount projected, as part of our strategic planning process, for the three-year period ending December 31, 2022.
|
84
|
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2021 Proxy Statement
|
COMPENSATION DISCUSSION AND ANALYSIS |
2018 - 2019 Performance-Based Award Results | |||||||||||||||||||||||||||||
Performance Metrics and Weights
|
Target
|
Performance
|
Payout
|
Weight | Payout % of Target | ||||||||||||||||||||||||
Absolute EPS Growth (Compounded Annual Growth Rate)
|
25%
|
20% | 24.4% | 121% | 50.0% | 60.5% | |||||||||||||||||||||||
Relative EPS Growth
|
25%
|
50th percentile
|
46th percentile
|
||||||||||||||||||||||||||
Absolute ROATCE
|
25%
|
16% | 15.25% | 84% | 50.0% | 42% | |||||||||||||||||||||||
Relative ROATCE
|
25%
|
50th percentile
|
46th percentile
|
||||||||||||||||||||||||||
(2/3 weighting) 2018-2019 Results | 103% | ||||||||||||||||||||||||||||
2018 - 2020 Performance-Based Award Results | |||||||||||||||||||||||||||||
Performance Metrics and Weights
|
Target
|
Performance
|
Payout
|
Weight | Payout % of Target | ||||||||||||||||||||||||
3-year Relative EPS |
50%
|
50th percentile
|
46th percentile
|
92% | 50% | 46% | |||||||||||||||||||||||
3-year Relative ROATCE |
50%
|
50th percentile
|
46th percentile
|
92% | 50% | 46% | |||||||||||||||||||||||
(1/3 weighting) 2018 - 2020 Results | 92% | ||||||||||||||||||||||||||||
Final Results | 99% |
|
2021 Proxy Statement
|
85
|
COMPENSATION DISCUSSION AND ANALYSIS |
Differences in SEC Reporting Requirements and How the CHR Committee Views Compensation
|
||
It is important to note that the CHR Committee considers LTIP awards as compensation for the year in which the award is granted. As a result, there are multiple differences between how the CHR Committee views compensation and the SEC reporting requirements that impact this year’s Summary Compensation Table. These differences are described below:
•The CHR Committee considers the entirety of the 2020-2022 LTIP award as compensation given to the NEOs at the time of the grant – in April 2020. In contrast, the SEC views only the equity denominated portion of the award to be 2020 compensation and will not consider the performance-based cash unit awards to be compensation until the end of the performance period when the LTIP awards fully vest. Due to this difference, the equity denominated awards are reported in the Summary Compensation Table under the “Stock Awards” column in the year the grant is made. However, the performance-based cash units, with the same performance period and vesting date, will not be reported as compensation until the value of the cash is earned at the end of the performance vesting period in 2022.
•An additional difference between SEC reporting requirements and the CHR Committee’s view of compensation relates to the reported value of stock-based awards. The SEC rules require that companies report the value of equity-denominated awards in the “Stock Awards” column of the Summary Compensation Table in the year they are granted. This is the same way the CHR Committee considered these awards. However, there is a difference in the values noted in the table above and the values reported in the Summary Compensation Table due to the way we determine the number of shares each NEO will receive after the CHR Committee has established the monetary value of an award. To determine the number of PSUs and RSUs, we divide the monetary award value by the 30-day average closing price of Regions common stock prior to the grant date to minimize any impact of day-to-day stock price changes on the number of shares granted. The 30-day average for 2020 was $10.29. SEC rules require us to report in our tables, however, the grant date fair value of shares. For grants made in 2020, the fair value for RSUs was the closing price on the date of grant which was $8.30 per share, making the grant date fair value in the compensation tables appear to be approximately 80% of the value the CHR Committee determined to make. In the case of PSUs, however, the grant date fair market value is based on the date at which all of the terms and conditions of the grants were determined and made. As we previously outlined, 2020 performance metrics were not determined until October 14, 2020. The value of share units as of October 14, 2020, was $12.25 per share rather than the $10.29 used to determine the number of shares, therefore making the values in the compensation tables for PSUs appear to be approximately 120 percent of the value the CHR determined to make.
•The CHR Committee considers the entirety of the 2018-2020 LTIP award as compensation given to the NEOs at the time of the grant – in April 2018. However, the SEC requires awards denominated as cash awards (such as Regions PCUs) be reported in the year that they vest, rather than in the year they are granted. As such, the Summary Compensation Table on page 96 includes the value of the 2018 PCU awards in its totals and does not include the similar grant values from PCUs granted as a part of the 2020 grant cycle described on page 83.
•Additionally, in the event long-term performance grants of any type are adjusted or modified prior to payout, there is an SEC requirement that the compensation impact be reported at the time of the adjustment or modification of payout. As noted earlier, the CHR Committee approved modifications to grants issued in 2018 following the end of the performance period. As a result of these changes, the SEC reporting requirement impact is that the modifications that increased the value of Performance Cash Units be reported as 2020 compensation. Therefore, the Summary Compensation Table reports this compensation in the Non-Equity Incentive Compensation column as adjusted at 99 percent of target. For the PSU portion of the grant, however, SEC rules require those modifications to be valued and reported based on the share price at the date of adjustment and reported in the Grants of Plan Based Awards Table and the Summary Compensation Table for the year in which the adjustment is approved. Therefore, the additional compensation awarded under 2018 PSU awards will be reported in the Grants of Plan Based Awards Table and the Summary Compensation Table for 2021 compensation as reported in the 2022 Proxy Statement.
|
86
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2021 Proxy Statement
|
COMPENSATION DISCUSSION AND ANALYSIS |
|
2021 Proxy Statement
|
87
|
COMPENSATION DISCUSSION AND ANALYSIS |
88
|
|
2021 Proxy Statement
|
COMPENSATION DISCUSSION AND ANALYSIS |
|
2021 Proxy Statement
|
89
|
COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Peer Group
|
||||||||
Company
|
12/31/2020
Assets
($ in millions)
|
12/31/2020
Market Cap
($ in millions)
|
||||||
U.S. Bancorp
|
553,905 | 70,211 | ||||||
Truist Financial Corporation | 509,228 | 64,656 | ||||||
The PNC Financial Services Group, Inc.
|
466,679 | 63,176 | ||||||
Capital One Financial Corporation
|
421,602 | 45,372 | ||||||
Fifth Third Bancorp
|
204,680 | 19,651 | ||||||
Citizens Financial Group
|
183,349 | 15,277 | ||||||
KeyCorp
|
170,336 | 16,012 | ||||||
Regions Financial Corporation
|
147,389 | 15,475 | ||||||
M&T Bank Corporation
|
142,601 | 16,337 | ||||||
Huntington Bancshares Incorporated | 123,038 | 12,847 | ||||||
Comerica Incorporated | 88,129 | 7,774 | ||||||
Zions Bancorporation | 81,476 | 7,128 | ||||||
Synovus | 54,366 | 4,792 |
Performance Peer Group
|
||||||||
Company
|
12/31/2020
Assets
($ in millions)
|
12/31/2020
Market Cap
($ in millions)
|
||||||
U.S. Bancorp
|
553,905 | 70,211 | ||||||
Truist Financial Corporation | 509,228 | 64,656 | ||||||
The PNC Financial Services Group, Inc.
|
466,679 | 63,176 | ||||||
Fifth Third Bancorp
|
204,680 | 19,651 | ||||||
Citizens Financial Group
|
183,349 | 15,277 | ||||||
KeyCorp
|
170,336 | 16,012 | ||||||
Regions Financial Corporation
|
147,389 | 15,475 | ||||||
M&T Bank Corporation
|
142,601 | 16,337 | ||||||
Huntington Bancshares Incorporated
|
123,038 | 12,847 | ||||||
Comerica Incorporated
|
88,129 | 7,774 | ||||||
First Horizon National Corporation
|
84,209 | 7,082 | ||||||
Zions Bancorporation
|
81,476 | 7,128 | ||||||
Synovus Financial Corp.
|
54,366 | 4,792 | ||||||
Hancock Whitney Corporation
|
33,639 | 2,950 |
90
|
|
2021 Proxy Statement
|
COMPENSATION DISCUSSION AND ANALYSIS |
Regions’ Clawback Policy is
reviewed at least annually by the CHR Committee. |
The risks arising from our compensation plans, policies, and practices are not reasonably likely
to have a material adverse effect on the Company. |
|
2021 Proxy Statement
|
91
|
COMPENSATION DISCUSSION AND ANALYSIS |
Name
|
Ownership
Requirement |
Approximate Stock Value
Required to be Held |
Holds
Required Amount |
Percent of Required
Amount Owned |
||||||||||
John M. Turner, Jr.
|
6 X Base Pay | $6,000,000 |
Yes
|
229% | ||||||||||
David J. Turner, Jr.
|
3 X Base Pay | $1,992,600 |
Yes
|
399% | ||||||||||
John B. Owen
|
3 X Base Pay | $2,100,000 |
Yes
|
126% | ||||||||||
C. Matthew Lusco
|
3 X Base Pay | $1,752,750 |
Yes
|
322% | ||||||||||
Ronald G. Smith | 3 X Base Pay | $1,605,000 |
Yes
|
420% |
Regions’ policy prohibits hedging
and the pledging of Regions equity securities as collateral. |
92
|
|
2021 Proxy Statement
|
COMPENSATION DISCUSSION AND ANALYSIS |
|
2021 Proxy Statement
|
93
|
COMPENSATION DISCUSSION AND ANALYSIS |
COMPENSATION OF EXECUTIVE OFFICERS |
94
|
|
2021 Proxy Statement
|
Name & Principal Position | Year |
Salary
($) |
Stock
Awards
($) (1)
|
Non-Equity
Incentive Plan
Compensation
($) (2)
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($) (3)
|
All Other
Compensation
($) (4)
|
Total
($) |
||||||||||||||||
John M. Turner, Jr.
President and Chief Executive Officer |
2020 | 993,558 | 3,328,484 | 2,405,050 | 6,914,629 | 190,795 | 13,832,516 | ||||||||||||||||
2019 | 968,750 | 2,835,476 | 2,295,559 | 6,821,591 | 193,891 | 13,115,267 | |||||||||||||||||
2018 | 806,250 | 1,098,317 | 2,230,019 | 3,142,908 | 120,129 | 7,397,623 | |||||||||||||||||
David J. Turner, Jr.
Chief Financial Officer |
2020 | 664,200 | 931,963 | 1,299,922 | 1,821,210 | 100,843 | 4,818,138 | ||||||||||||||||
2019 | 664,200 | 907,369 | 1,320,656 | 1,526,566 | 120,101 | 4,538,892 | |||||||||||||||||
2018 | 664,200 | 878,653 | 1,683,937 | 140,855 | 92,790 | 3,460,436 | |||||||||||||||||
John B. Owen
Chief Operating Officer |
2020 | 700,000 | 998,545 | 1,408,750 | 1,961,622 | 110,733 | 5,179,651 | ||||||||||||||||
2019 | 700,000 | 907,369 | 1,379,335 | 3,333,674 | 125,670 | 6,446,048 | |||||||||||||||||
2018 | 695,150 | 878,653 | 1,763,088 | 1,172,687 | 106,756 | 4,616,334 | |||||||||||||||||
C. Matthew Lusco
Chief Risk Officer |
2020 | 584,250 | 798,840 | 1,102,826 | 723,405 | 100,729 | 3,310,050 | ||||||||||||||||
2019 | 584,250 | 777,745 | 1,196,420 | 1,263,719 | 121,882 | 3,944,016 | |||||||||||||||||
2018 | 584,250 | 753,132 | 1,541,426 | 756,268 | 99,485 | 3,734,560 | |||||||||||||||||
Ronald G. Smith*
Head of Corporate Banking Group |
2020 | 526,772 | 599,135 | 966,396 | 918,322 | 83,518 | 3,094,143 | ||||||||||||||||
2019 | — | — | — | — | — | — | |||||||||||||||||
2018 | — | — | — | — | — | — |
2020 Annual Equity Grant (PSUs & RSUs) |
Total Stock
Awards Value ($) |
|||||||||||||||||||
PSUs ($/units) (a)
|
RSUs ($/units) (b)
|
|||||||||||||||||||
Name
|
Performance
Stock Units
($)
|
Performance
Stock Units
(#)
|
Restricted
Stock Units
($)
|
Restricted
Stock Units
(#)
|
||||||||||||||||
John M. Turner, Jr.
|
1,984,133 | 161,970 | 1,344,351 | 161,970 | 3,328,484 | |||||||||||||||
David J. Turner, Jr.
|
555,550 | 45,351 | 376,413 | 45,351 | 931,963 | |||||||||||||||
John B. Owen
|
595,240 | 48,591 | 403,305 | 48,591 | 998,545 | |||||||||||||||
C. Matthew Lusco
|
476,194 | 38,873 | 322,646 | 38,873 | 798,840 | |||||||||||||||
Ronald G. Smith | 357,149 | 29,155 | 241,987 | 29,155 | 599,135 |
Non-equity Incentive Plan Compensation
|
|||||||||||
Name
|
2020 Annual
Cash Incentive
($)
|
Value of 2018
Performance
Cash Units
at 12/31/20
($) (a)
|
Total
($)
|
||||||||
John M. Turner Jr.
|
1,827,550 | 577,500 | 2,405,050 | ||||||||
David J. Turner, Jr.
|
837,922 | 462,000 | 1,299,922 | ||||||||
John B. Owen
|
946,750 | 462,000 | 1,408,750 | ||||||||
C. Matthew Lusco
|
706,826 | 396,000 | 1,102,826 | ||||||||
Ronald G. Smith | 669,396 | 297,000 | 966,396 |
|
2021 Proxy Statement
|
95
|
COMPENSATION OF EXECUTIVE OFFICERS |
Name |
Life Insurance,
Perquisites and Other
Personal Benefits
($)(a)
|
Matching Contributions
Under Qualified Savings Plans ($) |
Matching Contributions
Under Nonqualified Savings Plans ($) |
Non-Elective
Contributions under the Qualified and Nonqualified 401(k) plans ($) |
Total All Other
Compensation ($) |
||||||||||||
John M. Turner, Jr.
|
43,440 | 14,250 | 127,406 | 5,700 | 190,795 | ||||||||||||
David J. Turner, Jr.
|
24,400 | 14,250 | 62,193 | — | 100,843 | ||||||||||||
John B. Owen
|
23,867 | 14,250 | 66,917 | 5,700 | 110,733 | ||||||||||||
C. Matthew Lusco
|
28,795 | 14,250 | 51,984 | 5,700 | 100,729 | ||||||||||||
Ronald G. Smith | 24,550 | 14,250 | 44,718 | — | 83,518 |
96
|
|
2021 Proxy Statement
|
COMPENSATION OF EXECUTIVE OFFICERS |
Name |
Grant
Date |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts
Under Equity Incentive Plan Awards |
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#) (1)
|
All Other
Option Awards: Number of Securities Underlying Options (#) |
Exercise
or Base Price of Option Awards ($/sh) |
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(2)
|
||||||||||||||||||||||||||||
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
||||||||||||||||||||||||||||||
John M. Turner, Jr. |
01/01/20(3)
|
— | 1,689,049 | 3,378,098 | |||||||||||||||||||||||||||||||
04/01/20
|
161,970 | — | — | 1,344,351 | |||||||||||||||||||||||||||||||
10/14/20 (4)
|
— | 1,666,667 | 2,500,001 | — | 161,970 | 242,955 | 1,984,133 | ||||||||||||||||||||||||||||
David J. Turner, Jr. |
01/01/20(3)
|
— | 763,830 | 1,527,660 | |||||||||||||||||||||||||||||||
04/01/20
|
45,351 | — | — | 376,413 | |||||||||||||||||||||||||||||||
10/14/20(4)
|
— | 466,667 | 700,001 | — | 45,351 | 68,027 | 555,550 | ||||||||||||||||||||||||||||
John B. Owen |
01/01/20(3)
|
— | 875,000 | 1,750,000 | |||||||||||||||||||||||||||||||
04/01/20
|
48,591 | — | — | 403,305 | |||||||||||||||||||||||||||||||
10/14/20(4)
|
— | 500,000 | 750,000 | — | 48,591 | 72,887 | 595,240 | ||||||||||||||||||||||||||||
C. Matthew Lusco |
01/01/20(3)
|
— | 671,888 | 1,343,776 | |||||||||||||||||||||||||||||||
04/01/20
|
38,873 | — | — | 322,646 | |||||||||||||||||||||||||||||||
10/14/20(4)
|
— | 400,000 | 600,000 | — | 38,873 | 58,310 | 476,194 | ||||||||||||||||||||||||||||
Ronald G. Smith |
01/01/20(3)
|
— | 605,788 | 1,211,576 | |||||||||||||||||||||||||||||||
04/01/20
|
29,155 | — | — | 241,987 | |||||||||||||||||||||||||||||||
10/14/20(4)
|
— | 300,000 | 450,000 | — | 29,155 | 43,733 | 357,149 |
|
2021 Proxy Statement
|
97
|
COMPENSATION OF EXECUTIVE OFFICERS |
Stock Awards(1)
|
||||||||||||||||||||
Name
|
Grant
Date(2)
|
Number of Shares or Units of Stock That Have Not Vested
(#)(a)
|
Market Value of Shares or Units of Stock That Have Not Vested
($)(a) |
Equity Incentive Plan Awards: # of Unearned Shares, Units, or Other Rights That Have Not Vested
(#)(b)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested
($)(b)
|
|||||||||||||||
John M. Turner, Jr. | 04/02/18 | 30,240 | 487,469 | 29,938 | 482,594 | |||||||||||||||
04/01/19 | 96,642 | 1,557,869 | 96,642 | 1,557,869 | ||||||||||||||||
04/01/20 | 161,970 | 2,610,956 | — | — | ||||||||||||||||
10/14/20 | — | — | 161,970 | 2,610,956 | ||||||||||||||||
David J. Turner, Jr. | 04/02/18 | 24,192 | 389,975 | 23,950 | 386,075 | |||||||||||||||
04/01/19 | 30,926 | 498,527 | 30,926 | 498,527 | ||||||||||||||||
04/01/20 | 45,351 | 731,058 | — | — | ||||||||||||||||
10/14/20 | — | — | 45,351 | 731,058 | ||||||||||||||||
John B. Owen | 04/02/18 | 24,192 | 389,975 | 23,950 | 386,075 | |||||||||||||||
04/01/19 | 30,926 | 498,527 | 30,926 | 498,527 | ||||||||||||||||
04/01/20 | 48,591 | 783,287 | — | — | ||||||||||||||||
10/14/20 | — | — | 48,591 | 783,287 | ||||||||||||||||
C. Matthew Lusco | 04/02/18 | 20,736 | 334,264 | 20,529 | 330,922 | |||||||||||||||
04/01/19 | 26,508 | 427,309 | 26,508 | 427,309 | ||||||||||||||||
04/01/20 | 38,873 | 626,633 | — | — | ||||||||||||||||
10/14/20 | — | — | 38,873 | 626,633 | ||||||||||||||||
Ronald G. Smith | 04/02/18 | 15,552 | 250,698 | 15,396 | 248,191 | |||||||||||||||
04/01/19 | 19,881 | 320,482 | 19,881 | 320,482 | ||||||||||||||||
04/01/20 | 29,155 | 469,979 | — | — | ||||||||||||||||
10/14/20 | — | — | 29,155 | 469,979 |
Grant Date
|
Vesting Schedule | Restrictions | ||||||
April 2, 2018 | Third anniversary of the April 2, 2018, grant date | (a) RSUs are also subject to vesting that requires meeting certain capital and liquidity thresholds | ||||||
April 1, 2019
|
Third anniversary of the April 1, 2019, grant date
|
(b) PSUs may be earned between 0% and 150% subject to meeting certain capital performance and liquidity performance thresholds and achieving required performance levels of ROATCE as follows:
•For grants made on April 2, 2018, the performance period is January 1, 2018, through December 31, 2020
•For grants made on April 1, 2019, the performance period is January 1, 2019, through December 31, 2021
•For grants made on October 14, 2020, the performance period is January 1, 2020, through December 31, 2022
|
||||||
April 1, 2020 and
October 14, 2020 |
Third anniversary of the original April 1, 2020, grant date
|
98
|
|
2021 Proxy Statement
|
COMPENSATION OF EXECUTIVE OFFICERS |
Option Awards
|
Stock Awards
|
|||||||||||||
Name
|
Number of Shares
Acquired on Exercise (#) |
Value Realized
on Exercise
($)(1)
|
Number of Shares
Acquired on Vesting
(#)
|
Value
Realized on Vesting
($)(2)
|
||||||||||
John M. Turner, Jr.
|
118,650 | 887,502 | 58,035 | 468,342 | ||||||||||
David J. Turner, Jr.
|
— | — | 58,035 | 468,342 | ||||||||||
John B. Owen
|
— | — | 58,035 | 468,342 | ||||||||||
C. Matthew Lusco
|
— | — | 58,035 | 468,342 | ||||||||||
Ronald G. Smith | — | — | 29,016 | 234,159 |
1.3% of
“Average
Monthly
Earnings” up to
Covered
Compensation
|
+ |
1.8% of
“Average Monthly Earnings” in excess of Covered Compensation |
X |
Years of
Service up to a maximum of 30 total years |
|
2021 Proxy Statement
|
99
|
COMPENSATION OF EXECUTIVE OFFICERS |
Pension Benefits
|
||||||||||||||
Name
|
Plan Name |
Number of
Years Credited Service
(#) (1)
|
Present Value
of Accumulated Benefit
($) (2)
|
Payments During
Last Fiscal Year ($) |
||||||||||
John M. Turner, Jr. | Regions Retirement Plan for Associates | 9 | 111,690 | — | ||||||||||
Regions Post 2006 SERP (3) | 10 | 21,270,243 | — | |||||||||||
David J. Turner, Jr. | Regions Retirement Plan for Associates | 15 | 980,241 | — | ||||||||||
Regions Post 2006 SERP | 15 | 6,624,119 | — | |||||||||||
John B. Owen | Regions Retirement Plan for Associates |
N/A
|
— | — | ||||||||||
Regions Post 2006 SERP (4) | 13 | 15,008,710 | — | |||||||||||
C. Matthew Lusco | Regions Retirement Plan for Associates |
N/A
|
— | — | ||||||||||
Regions Post 2006 SERP | 10 | 4,937,589 | — | |||||||||||
Ronald G. Smith | Regions Retirement Plan for Associates | 30 | 1,656,916 | — | ||||||||||
Regions Post 2006 SERP (5) | 35 | 5,341,324 | — |
100
|
|
2021 Proxy Statement
|
COMPENSATION OF EXECUTIVE OFFICERS |
Nonqualified Deferred Compensation
|
||||||||||||||||||||
Name
|
Executive
Contributions in 2020
($)(1)
|
Company
Contributions in 2020
($)(2)
|
Aggregate
Earnings in 2020
($)(3)
|
Aggregate
Withdrawals/ Distributions ($)(4) |
Aggregate
Balance at December 31, 2020
($)(5)
|
|||||||||||||||
John M. Turner, Jr.
|
Excess 401(k) Plan | 224,259 | 127,406 | 395,996 | — | 2,051,694 | ||||||||||||||
David J. Turner, Jr.
|
Excess 401(k) Plan | 78,703 | 62,193 | 595,240 | — | 2,839,628 | ||||||||||||||
John B. Owen
|
Excess 401(k) Plan | 223,308 | 66,917 | 13,482 | — | 2,571,944 | ||||||||||||||
C. Matthew Lusco
|
Excess 401(k) Plan | 44,425 | 51,984 | 121,074 | — | 1,124,185 | ||||||||||||||
Ronald G. Smith | Excess 401(k) Plan | 522,066 | 44,718 | 146,492 | — | 5,791,271 |
|
2021 Proxy Statement
|
101
|
COMPENSATION OF EXECUTIVE OFFICERS |
Name
|
Voluntary
($) |
Involuntary
Without Cause
($)
|
Early
Retirement ($) |
For
Cause ($) |
Involuntary
for Good Reason Following a CIC
($)(1)
|
Death
($)(2) |
Disability
($) |
||||||||||||||||
John M. Turner, Jr. | |||||||||||||||||||||||
Compensation:
|
|||||||||||||||||||||||
Cash Severance
|
— | — | — | — | 8,100,000 | — | — | ||||||||||||||||
Long-Term Incentive
|
|||||||||||||||||||||||
Restricted Stock Units(4)
|
— | 1,383,744 | — | — | 4,656,294 | 4,656,294 | 2,988,764 | ||||||||||||||||
Performance Stock Units(4)
|
— | 442,378 | — | — | 4,651,420 | 4,651,420 | 482,594 | ||||||||||||||||
Performance Cash Units
|
— | 529,375 | — | — | 3,702,500 | 3,702,500 | 577,500 | ||||||||||||||||
Perquisites:
|
|||||||||||||||||||||||
Financial Planning(5)
|
— | 34,670 | — | — | 34,670 | 34,670 | 34,670 | ||||||||||||||||
Outplacement(6)
|
— | — | — | — | 60,000 | — | — | ||||||||||||||||
Benefits:
|
|||||||||||||||||||||||
Value of continued welfare benefits(8)
|
— | — | — | — | 29,883 | — | — | ||||||||||||||||
Value of additional retirement benefits(9)
|
— | — | — | — | 13,531,538 | — | — | ||||||||||||||||
Total:
|
— | 2,390,167 | — | — | 34,766,305 | 13,044,884 | 4,083,528 | ||||||||||||||||
David J. Turner, Jr.(3)
|
|||||||||||||||||||||||
Compensation:
|
|||||||||||||||||||||||
Cash Severance
|
— | — | — | — | 3,454,666 | — | — | ||||||||||||||||
Long-Term Incentive
|
|||||||||||||||||||||||
Restricted Stock Units(4)
|
1,127,726 | 1,127,726 | 1,127,726 | — | 1,619,560 | 1,619,560 | 1,127,726 | ||||||||||||||||
Performance Stock Units(4)
|
386,075 | 386,075 | 386,075 | — | 1,615,661 | 1,615,661 | 386,075 | ||||||||||||||||
Performance Cash Units
|
462,000 | 462,000 | 462,000 | — | 1,395,334 | 1,395,334 | 462,000 |
102
|
|
2021 Proxy Statement
|
COMPENSATION OF EXECUTIVE OFFICERS |
Name
|
Voluntary
($) |
Involuntary
Without Cause
($)
|
Early
Retirement ($) |
For
Cause ($) |
Involuntary
for Good Reason Following a CIC
($)(1)
|
Death
($)(2) |
Disability
($) |
||||||||||||||||
Perquisites:
|
|||||||||||||||||||||||
Financial Planning(5)
|
34,670 | 34,670 | 34,670 | — | 34,670 | 34,670 | 34,670 | ||||||||||||||||
Outplacement(6)
|
— | — | — | — | 60,000 | — | — | ||||||||||||||||
280G Tax Gross-up(7)
|
— | — | — | — | — | — | — | ||||||||||||||||
Benefits:
|
|||||||||||||||||||||||
Value of continued welfare benefits(8)
|
— | — | — | — | 16,994 | — | — | ||||||||||||||||
Value of additional retirement benefits(9)
|
— | — | — | — | 1,546,706 | — | — | ||||||||||||||||
Total:
|
2,010,471 | 2,010,471 | 2,010,471 | — | 9,743,591 | 4,665,225 | 2,010,471 | ||||||||||||||||
John B. Owen(3)
|
|||||||||||||||||||||||
Compensation:
|
|||||||||||||||||||||||
Cash Severance
|
— | — | — | — | 5,477,720 | — | — | ||||||||||||||||
Long-Term Incentive
|
|||||||||||||||||||||||
Restricted Stock Units(4)
|
1,159,063 | 1,159,063 | 1,159,063 | — | 1,671,789 | 1,671,789 | 1,159,063 | ||||||||||||||||
Performance Stock Units(4)
|
386,075 | 386,075 | 386,075 | — | 1,667,889 | 1,667,889 | 386,075 | ||||||||||||||||
Performance Cash Units
|
462,000 | 462,000 | 462,000 | — | 1,428,667 | 1,428,667 | 462,000 | ||||||||||||||||
Perquisites:
|
|||||||||||||||||||||||
Financial Planning(5)
|
34,670 | 34,670 | 34,670 | — | 34,670 | 34,670 | 34,670 | ||||||||||||||||
Outplacement(6)
|
— | — | — | — | 60,000 | — | — | ||||||||||||||||
280G Tax Gross-up(7)
|
— | — | — | — | 12,780,249 | — | — | ||||||||||||||||
Benefits:
|
|||||||||||||||||||||||
Value of continued welfare benefits(8)
|
— | — | — | — | 22,259 | — | — | ||||||||||||||||
Value of additional retirement benefits(9)
|
— | — | — | — | 15,228,473 | — | — | ||||||||||||||||
Total:
|
2,041,808 | 2,041,808 | 2,041,808 | — | 38,371,716 | 4,803,015 | 2,041,808 | ||||||||||||||||
C. Matthew Lusco | |||||||||||||||||||||||
Compensation:
|
|||||||||||||||||||||||
Cash Severance
|
— | — | — | — | 3,025,388 | — | — | ||||||||||||||||
Long-Term Incentive
|
|||||||||||||||||||||||
Restricted Stock Units(4)
|
— | 549,962 | — | — | 1,388,206 | 1,388,206 | 966,629 | ||||||||||||||||
Performance Stock Units(4)
|
— | 303,345 | — | — | 1,384,863 | 1,384,863 | 330,922 | ||||||||||||||||
Performance Cash Units
|
— | 363,000 | — | — | 1,196,000 | 1,196,000 | 396,000 | ||||||||||||||||
Perquisites:
|
|||||||||||||||||||||||
Financial Planning(5)
|
— | 34,670 | — | — | 34,670 | 34,670 | 34,670 | ||||||||||||||||
Outplacement(6)
|
— | — | — | — | 60,000 | — | — | ||||||||||||||||
Benefits:
|
|||||||||||||||||||||||
Value of continued welfare benefits(8)
|
— | — | — | — | 14,687 | — | — | ||||||||||||||||
Value of additional retirement benefits(9)
|
— | — | — | — | 602,014 | — | — | ||||||||||||||||
Total:
|
— | 1,250,977 | — | — | 7,705,828 | 4,003,739 | 1,728,221 | ||||||||||||||||
Ronald G. Smith(3)
|
|||||||||||||||||||||||
Compensation:
|
|||||||||||||||||||||||
Cash Severance
|
— | — | — | — | 2,533,294 | — | — | ||||||||||||||||
Long-Term Incentive
|
|||||||||||||||||||||||
Restricted Stock Units(4)
|
724,974 | 724,974 | 724,974 | — | 1,041,159 | 1,041,159 | 724,974 | ||||||||||||||||
Performance Stock Units(4)
|
248,191 | 248,191 | 248,191 | — | 1,038,652 | 1,038,652 | 248,191 | ||||||||||||||||
Performance Cash Units
|
297,000 | 297,000 | 297,000 | — | 897,000 | 897,000 | 297,000 | ||||||||||||||||
Perquisites:
|
|||||||||||||||||||||||
Financial Planning(5)
|
34,670 | 34,670 | 34,670 | — | 34,670 | 34,670 | 34,670 | ||||||||||||||||
Outplacement(6)
|
— | — | — | — | 60,000 | — | — | ||||||||||||||||
280G Tax Gross-up(7)
|
— | — | — | — | — | — | — | ||||||||||||||||
Benefits:
|
|||||||||||||||||||||||
Value of continued welfare benefits(8)
|
— | — | — | — | 19,718 | — | — | ||||||||||||||||
Value of additional retirement benefits(9)
|
— | — | — | — | 201,674 | — | — | ||||||||||||||||
Total:
|
1,304,835 | 1,304,835 | 1,304,835 | — | 5,826,167 | 3,011,481 | 1,304,835 |
|
2021 Proxy Statement
|
103
|
COMPENSATION OF EXECUTIVE OFFICERS |
“cause” | (i) willful and continued failure to substantially perform reasonably assigned duties; (ii) breach of fiduciary duty involving personal profit or commission of a felony or a crime involving fraud or moral turpitude, material breach of the agreement; (iii) engaging in illegal conduct or gross misconduct that materially injures Regions; (iv) failure to materially cooperate with an investigation authorized by the Board, a regulatory body, or a governmental department or agency; or (v) disqualification or bar by any governmental or regulatory authority from carrying out duties and responsibilities, or loss of any required licenses. | ||||
“good reason” and
“without cause” |
(i) an adverse change in responsibilities as in effect immediately before the change-in-control; (ii) a material diminution in the budget over which the executive has control; (iii) a material breach of the compensation provisions of the agreement; or (iv) requiring the executive to move his principal place of work by more than 50 miles. | ||||
“change-in-control” | (i) an acquisition of 20% or more of the combined voting power of Regions voting securities; (ii) a change in a majority of the members of the Board; (iii) the consummation of a merger (unless voting securities of Regions outstanding immediately prior to the merger continued to represent at least 55% of the combined voting power of the voting securities of the surviving company outstanding immediately after such merger); or (iv) shareholder approval of a complete liquidation or dissolution of Regions. |
Name
|
Value for Targeted/Regular
Years of Age and Service Credit
($)
|
Value for Vesting in
Targeted/Regular
Benefit
($)
|
Total Additional Value
($)
|
||||||||
John M. Turner, Jr. | 543,990 | 12,987,548 | 13,531,538 | ||||||||
David J. Turner, Jr. | 1,546,706 | — | 1,546,706 | ||||||||
John B. Owen | (110,182) | 15,338,655 | 15,228,473 | ||||||||
C. Matthew Lusco | 602,014 | — | 602,014 | ||||||||
Ronald G. Smith | 201,674 | — | 201,674 |
104
|
|
2021 Proxy Statement
|
COMPENSATION OF EXECUTIVE OFFICERS |
|
2021 Proxy Statement
|
105
|
COMPENSATION OF EXECUTIVE OFFICERS |
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING & OTHER INFORMATION |
Since 2012, when we started distributing our annual meeting materials under the SEC’s “Notice and Access” rule, we have printed roughly 90 percent fewer proxy statements and annual reports each year, helping us reduce our impact on the environment and printing and mailing expenses.
|
106
|
|
2021 Proxy Statement
|
If You Are:
|
And You Are Voting by:
|
Your Vote Must Be Received:
|
||||||
A shareholder of record
|
Mail
|
By April 20, 2021
|
||||||
Internet, mobile device, or telephone
|
By 11:59 P.M. ET on April 20, 2021
|
|||||||
A street name holder
|
Mail
|
By April 20, 2021
|
||||||
Internet, mobile device, or telephone
|
By 11:59 P.M. ET on April 20, 2021
|
|||||||
A participant in Regions 401(k) Plan
|
Internet, mobile device, or telephone
|
By 11:59 P.M. ET on April 18, 2021 |
Your vote is important!
Please submit your vote by proxy over the Internet, by telephone,
or complete, sign, date, and return your proxy card or voting instruction form. |
|
2021 Proxy Statement
|
107
|
QUESTIONS AND ANSWERS |
108
|
|
2021 Proxy Statement
|
QUESTIONS AND ANSWERS |
|
Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022.
|
||||
|
Shareholders may call Innisfree toll-free: 1-888-750-5834. | ||||
|
Brokers may call Innisfree collect: 1-212-750-5833. |
Eligible Votes
|
957,393,175 | |||||||
Total Voted
|
831,263,743 | 86.83 | % | |||||
Broker Non-Votes
|
146,282,121 | 17.60 | % |
Proposal
|
Votes “For” |
Proposal
|
Votes “For” | |||||||||||
Carolyn H. Byrd | 99.11% | James T. Prokopanko | 98.95% | |||||||||||
Don DeFosset | 93.47% | Lee J. Styslinger III | 93.25% | |||||||||||
Samuel A. Di Piazza, Jr. | 97.66% | José S. Suquet | 99.53% | |||||||||||
Zhanna Golodryga | 99.50% | John M. Turner, Jr. | 99.34% | |||||||||||
John D. Johns | 99.14% | Timothy Vines | 98.94% | |||||||||||
Ruth Ann Marshall | 98.39% | Ratification of Selection of Auditors | 94.22% | |||||||||||
Charles D. McCrary | 94.78% | Say-on-Pay | 93.57% | |||||||||||
|
2021 Proxy Statement
|
109
|
QUESTIONS AND ANSWERS |
110
|
|
2021 Proxy Statement
|
QUESTIONS AND ANSWERS |
|
2021 Proxy Statement
|
111
|
QUESTIONS AND ANSWERS |
APPENDIX A |
(Unaudited)
($ amounts in millions)
|
Year Ended
December 31, 2020 |
|||||||
Net income available to common shareholders (GAAP) | $ | 991 | ||||||
Adjustments:
|
||||||||
Branch consolidation, property and equipment charges, net of tax | 23 | |||||||
Salary and employee benefits - severance charges, net of tax | 23 | |||||||
Loss on early extinguishment of debt, net of tax | 16 | |||||||
Contribution to the Regions Corporation Foundation, net of tax | 8 | |||||||
Professional, legal and regulatory expenses, net of tax | 5 | |||||||
Acquisition expense, net of tax | 1 | |||||||
Valuation gain on equity investment, net of tax | (37) | |||||||
Bank-owned life insurance(1)
|
(25) | |||||||
Securities losses, net of tax | (3) | |||||||
Leveraged lease termination gains, net of tax | (1) | |||||||
Adjusted income available to common shareholders for incentive purposes (non-GAAP) | $ | 1,001 | ||||||
1
|
|
2021 Proxy Statement
|
(Unaudited)
($ amounts in millions)
|
Year Ended
December 31, 2020 |
|||||||
Net income available to common shareholders (GAAP) | $ | 991 | ||||||
Preferred dividends (GAAP) | 103 | |||||||
Income tax expense (GAAP) | 220 | |||||||
Income before income taxes (GAAP) | 1,314 | |||||||
Provision for credit losses (GAAP) | 1,330 | |||||||
Pre-tax pre-provision income (non-GAAP) | 2,644 | |||||||
Other adjustments: | ||||||||
Branch consolidation, property and equipment charges | 31 | |||||||
Salary and employee benefits - severance charges | 31 | |||||||
Loss on early extinguishment of debt | 22 | |||||||
Contribution to the Regions Corporation Foundation | 10 | |||||||
Professional, legal and regulatory expenses | 7 | |||||||
Acquisition expense | 1 | |||||||
Valuation gain on equity investment | (50) | |||||||
Bank-owned life insurance | (25) | |||||||
Securities losses | (4) | |||||||
Leveraged lease termination gains | (2) | |||||||
Total other adjustments | 21 | |||||||
Adjusted pre-tax pre-provision income (non-GAAP) | $ | 2,665 | ||||||
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2021 Proxy Statement
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A-2
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APPENDIX A |
(Unaudited)
($ amounts in millions)
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Year Ended
December 31, 2020 |
|||||||
Non-interest expense (GAAP) | A | $ | 3,643 | |||||
Adjustments: | ||||||||
Contribution to the Regions Financial Corporation foundation | (10) | |||||||
Branch consolidation, property and equipment charges | (31) | |||||||
Salary and employee benefits—severance charges | (31) | |||||||
Loss on early extinguishment of debt | (22) | |||||||
Professional, legal and regulatory expenses | (7) | |||||||
Ascentium deal costs | (1) | |||||||
Adjusted non-interest expense (non-GAAP) | B | $ | 3,541 | |||||
Net interest income (GAAP) | C | $ | 3,894 | |||||
Taxable-equivalent adjustment | 48 | |||||||
Net interest income, taxable-equivalent basis | D | $ | 3,942 | |||||
Non-interest income (GAAP) | E | $ | 2,393 | |||||
Adjustments: | ||||||||
Securities (gains) losses, net | (4) | |||||||
Leveraged lease termination gains | (2) | |||||||
Valuation gain on equity investment | (50) | |||||||
Bank-owned life insurance | (25) | |||||||
Adjusted non-interest income (non-GAAP) | F | $ | 2,312 | |||||
Total revenue | C+E=G | $ | 6,287 | |||||
Adjusted total revenue (non-GAAP) | C+F=H | $ | 6,206 | |||||
Total revenue, taxable-equivalent basis | D+E=I | $ | 6,335 | |||||
Adjusted total revenue, taxable-equivalent basis (non-GAAP) | D+F=G | $ | 6,254 | |||||
Operating leverage ratio (GAAP) | I-A | 2.7 | % | |||||
Adjusted operating leverage ratio (non-GAAP) | G-B | 2.6 | % | |||||
A-3
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2021 Proxy Statement
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APPENDIX A |
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2021 Proxy Statement
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A-4
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