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Achieve superior economic value for our shareholders over time by making life better for our customers, |
Charles D. McCrary Independent Chair of the Board | ||
March |
QUICK INFORMATION |
DATE & TIME | LOCATION | RECORD DATE | ||||||
Wednesday, April 20, 2022 Central Time9:00 A.M. | February |
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 | ||||||||
PROPOSAL 2 – Ratification of Appointment of Independent Registered Public Accounting Firm | FOR, AGAINST, or ABSTAIN | FOR | Page 28 | ||||||||
PROPOSAL 3 – Advisory Vote on Executive Compensation | FOR, AGAINST, or ABSTAIN | FOR | Page 32 |
ESG or Compensation Matter | Regions’ Practice | ||||
Board Composition, Leadership, and Operations | |||||
Number of Director Nominees | |||||
Director Nominee Independence | |||||
Standing Board Committee Membership Independence | 100% | ||||
Average Director Nominee Age | 65 | ||||
Average Director Nominee Tenure | 8 years | ||||
Gender Diversity of Director Nominees | |||||
Racial/Ethnic Diversity of Director Nominees | |||||
Total Diversity of Director Nominees | |||||
Gender Diversity of Current Directors | 31% | ||||
Racial/Ethnic Diversity of Current Directors | 31% | ||||
Total Diversity of Current Directors | 46% | ||||
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 | ||||
Yes |
QUICK INFORMATION |
ESG or Compensation Matter | Regions’ Practice | ||||
Number of Board Meetings Held in | |||||
Total Number of Board and Committee Meetings Held in | |||||
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 | |||||
Yes | |||||
Commonsense Principles 2.0 Signatory | Yes | ||||
Council of Institutional | Member | ||||
Rooney Rule | 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 | |||||
Yes | |||||
Management-Level Responsibility for ESG | Yes | ||||
Codes of Conduct for Directors, Executive Officers, Associates, and | |||||
Yes; posted on website | |||||
Disclosures Aligned with TCFD, SASB, GRI, and CDP | Yes; posted on website | ||||
Disclosure of | Yes; posted on website | ||||
Semi-Annual Report on Political Contributions | Yes; posted on website | ||||
Human Rights Statement | |||||
Environmental Sustainability | Yes | ||||
Yes | |||||
Yes | |||||
Compensation Practices | |||||
CEO Pay Ratio / Alternative CEO Pay Ratio | |||||
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 |
46 | |||||
50 | |||||
52 | |||||
Director Succession Planning and Board Refreshment; Appointment of New Directors | |||||
58 | |||||
60 | |||||
Technology Committee | |||||
A-1 |
1.Election to our Board of Directors of the 11 nominees named in our proxy statement to serve as Directors until the next annual meeting of shareholders or in each case until their successors are duly elected and qualified; 2.Ratification of the appointment of Ernst & Young LLP as Regions’ independent registered public accounting firm for the year 2022; and 3. |
Advisory vote on executive compensation. |
By Order of the Board of Directors | |||||
Tara A. Plimpton Chief Corporate Secretary | |||||
March |
1 |
GLOSSARY OF TERMS & ACRONYMS | |||||
Term | Meaning | ||||
401(k) Plan | Regions Financial Corporation 401(k) Plan | ||||
ALCO | Asset-Liability Committee | ||||
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 | ||||
CAHRO | Chief Administrative and Human Resources Officer | ||||
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. | ||||
CPP | Capital Planning Process | ||||
CRO | Chief Risk Officer | ||||
Diversity, Equity, and Inclusion | |||||
Regions Financial Corporation Directors’ Deferred Investment Plan (formerly named the Directors’ Deferred Stock | |||||
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 | ||||
LMI | Low- and Moderate-Income | ||||
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 | ||||
RCDC | Regions Community Development CorporationTM | ||||
Regions | Regions Financial Corporation | ||||
Retirement Plan | Regions Financial Corporation Retirement Plan for Associates | ||||
ROATCE | Return on Average Tangible Common Equity, a non-GAAP financial measure (see Appendix A for more information) | ||||
RSUs | Restricted Stock Units | ||||
SASB | Sustainability Accounting Standards Board | ||||
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 | ||||
2 |
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 |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE The for the year ended December 31, |
Alternatively, if you would like to receive a paper copy of the materials or if you received one copy of the proxy materials through our use of householding and would like to receive multiple copies, you may, at any time, email investors@regions.com, call 205-264-7040, or write to the following address, and we will deliver those documents to you promptly upon receiving the request. | Regions Financial Corporation 1900 Fifth Avenue North Birmingham, Alabama 35203 Attn: Investor Relations |
3 |
PROXY SUMMARY |
Date: | Wednesday, April | ||||
Time: | 9:00 A.M. | ||||
Place: | |||||
Record Date: | February | ||||
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 | |||||
Additionally, you may vote electronically |
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. |
4 |
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 | ||||||||||||
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 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 |
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. |
5 |
PROXY SUMMARY |
Regions Bank is ranked |
6 | 2022 Proxy Statement |
PROXY SUMMARY |
2022 Proxy Statement | 7 |
PROXY SUMMARY |
“Even in times of economic uncertainty, executing our strategic plan will allow us to continue to be a source of economic strength for our customers and communities and will deliver consistent sustainable long-term performance for our shareholders. We will continue growing our business by making investments in areas that allow us to make banking easier for our customers.” | |||||
John M. Turner, Jr. President and Chief Executive Officer Member of the Board of Directors Regions Financial Corporation |
Effectively managing and deploying capital is essential to meeting our strategic and financial objectives, as well as the expectations of our stakeholders. |
8 | 2022 Proxy Statement |
PROXY SUMMARY |
For more information on Regions’ Capital Planning and Stress Testing Framework, see our | ||
Annual Report on Form 10-K dated February |
Net Income Available to Common Shareholders | ||||||||
$2.49 | Diluted Earnings Per Share | |||||||
$6,412 Million | Adjusted | |||||||
$3,698 Million | ||||||||
$2,714 Million | Adjusted Pre-Tax Pre-Provision Income (1) | |||||||
(1) Non-GAAP; see Appendix A for reconciliation. |
Cumulative Total Return | ||||||
12/31/2014 | 12/31/2015 | 12/31/2016 | 12/31/2017 | 12/31/2018 | 12/31/2019 | |
Regions | $100.00 | $93.08 | $142.78 | $175.55 | $139.44 | $185.87 |
S&P 500 Index | $100.00 | $101.37 | $113.49 | $138.26 | $132.19 | $173.80 |
S&P 500 Banks Index | $100.00 | $100.85 | $125.36 | $153.64 | $128.38 | $180.55 |
Cumulative Total Return | ||||||||||||||||||||
12/31/2016 | 12/31/2017 | 12/31/2018 | 12/31/2019 | 12/31/2020 | 12/31/2021 | |||||||||||||||
Regions | $100.00 | $122.95 | $97.66 | $130.18 | $128.05 | $178.50 | ||||||||||||||
S&P 500 Index | $100.00 | $121.82 | $116.47 | $153.13 | $181.29 | $233.28 | ||||||||||||||
S&P 500 Banks Index | $100.00 | $122.55 | $102.41 | $144.02 | $124.21 | $168.23 |
9 |
PROXY SUMMARY |
Age | Independent | Director Since | Regions Board Committee(s) | Principal Occupation | Other Public Company Boards (1) | |||||||||||||||
Samuel A. Di Piazza, Jr. (2)(4) | 71 | ü | 2016 | Audit Committee CHR Committee (Chair) | Retired Global CEO, PricewaterhouseCoopers; Retired Vice Chairman, Citigroup Global Corporate and Investment Bank | AT&T Inc.; Jones Lang LaSalle Incorporated; ProAssurance Corporation | ||||||||||||||
Zhanna Golodryga | 66 | ü | 2019 | CHR Committee Risk Committee Technology Committee (Chair) | Chief Digital and Administrative Officer, Phillips 66 | |||||||||||||||
John D. Johns (3)(4) | 70 | ü | 2011 | Risk Committee (Chair) Technology Committee | Retired Chairman, President, and CEO, Protective Life Corporation | Genuine Parts Company; Southern Company | ||||||||||||||
Joia M. Johnson | 61 | ü | 2021 | NCG Committee Risk Committee | Retired CAO, General Counsel and Corporate Secretary, Hanesbrands Inc. | Global Payments Inc.; Sylvamo Corporation | ||||||||||||||
Ruth Ann Marshall (4) | 67 | ü | 2011 | CHR Committee NCG Committee (Chair) | Retired President, The Americas, MasterCard International, Inc. | ConAgra Brands, Inc.; Global Payments Inc. | ||||||||||||||
Charles D. McCrary (4) | 70 | ü | 2001 | Independent Chair of the Board | Retired Chairman, President, and CEO, Alabama Power Company | |||||||||||||||
James T. Prokopanko | 68 | ü | 2016 | Audit Committee NCG Committee | Retired President and CEO, The Mosaic Company | Vulcan Materials Company; Xcel Energy Inc. | ||||||||||||||
Lee J. Styslinger III | 61 | ü | 2003 | NCG Committee Risk Committee | Co-Chairman, Altec, Inc. | Vulcan Materials Company; Workday, Inc. | ||||||||||||||
José S. Suquet (2)(4) | 65 | ü | 2017 | Audit Committee (Chair) Technology Committee | Chairman and CEO, Pan-American Life Insurance Group | |||||||||||||||
John M. Turner, Jr. (4) | 60 | CEO | 2018 | President and CEO, Regions Financial Corporation and Regions Bank | ||||||||||||||||
Timothy Vines (2) | 56 | ü | 2018 | Audit Committee CHR Committee | President and CEO, Blue Cross and Blue Shield of Alabama |
Age | Independent | Director Since | Regions Board Committee(s) | Principal Occupation | Other Public Company Boards (1) | |
Carolyn H. Byrd (2)(4) | 71 | ü | 2010 | Audit Committee (Chair) | Chairman and CEO, GlobalTech Financial, LLC | |
Don DeFosset (4) | 71 | 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) | 69 | 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 | 64 | ü | 2019 | CHR Committee Risk Committee | Chief Digital and Administrative Officer, Phillips 66 | |
John D. Johns (3)(4) | 68 | ü | 2011 | Risk Committee (Chair) | Chairman, DLI North America Inc. | Genuine Parts Company; Southern Company |
Ruth Ann Marshall (4) | 65 | ü | 2011 | CHR Committee NCG Committee (Chair) | Retired President, The Americas, MasterCard International, Inc. | ConAgra Brands, Inc.; Global Payments Inc. |
Charles D. McCrary (4) | 68 | ü | 2001 | Independent Chair of the Board | Retired President and CEO, Alabama Power Company | |
James T. Prokopanko | 66 | ü | 2016 | NCG Committee Risk Committee | Retired President and CEO, The Mosaic Company | Vulcan Materials Company; Xcel Energy Inc. |
Lee J. Styslinger III | 59 | ü | 2003 | NCG Committee Risk Committee | Chairman and CEO, Altec, Inc. | Vulcan Materials Company; Workday, Inc. |
José S. Suquet (2)(3) | 63 | ü | 2017 | Audit Committee Risk Committee | Chairman, President, and CEO, Pan-American Life Insurance Group | |
John M. Turner, Jr. (4) | 58 | CEO | 2018 | President and CEO, Regions Financial Corporation and Regions Bank | ||
Timothy Vines (2) | 54 | ü | 2018 | Audit Committee CHR Committee | President and CEO, Blue Cross and Blue Shield of Alabama |
10 |
PROXY SUMMARY |
Audit/Accounting/ | 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 | Risk Management | Strategic Planning and Strategy Development | ||||||||||||||||||||||||||
6 Directors | 6 Directors | 8 Directors | 9 Directors | 9 Directors | 11 Directors | 8 Directors | 10 Directors | 11 Directors | 6 Directors | 8 Directors | 9 Directors | 10 Directors |
2019 | 2018 | 2021 | 2020 | |||||||||||
Audit fees | $ | 7,907,534 | $ | 7,270,239 | Audit fees | $ | 7,428,122 | $ | 7,496,698 | |||||
Audit-related fees | 471,812 | 428,049 | Audit-related fees | 451,960 | 452,494 | |||||||||
Tax fees | 257,507 | 255,019 | Tax fees | 67,085 | 32,564 | |||||||||
All other fees | 1,188,024 | 453,884 | ||||||||||||
All other fees(1) | All other fees(1) | 454,606 | 0 | |||||||||||
Total fees | $ | 9,824,877 | $ | 8,407,191 | Total fees | $ | 8,401,773 | $ | 7,981,756 | |||||
(1) “All other fees” includes fees associated with advisory services. | (1) “All other fees” includes fees associated with advisory services. |
11 |
PROXY SUMMARY |
Name | Age | Position | ||||||
John M. Turner, Jr.* | President and Chief Executive Officer | |||||||
David J. Turner, Jr.* | Chief Financial | |||||||
C. Matthew Lusco* | Chief Risk Officer | |||||||
David R. Keenan* | 54 | Chief Administrative and | ||||||
Kate R. Danella | ||||||||
Chief | ||||||||
Scott M. Peters | Head of Consumer Banking Group | |||||||
Tara A. Plimpton | 53 | Chief Legal Officer and Corporate Secretary | ||||||
William D. Ritter | Head of Wealth Management | |||||||
*Named Executive Officer |
1. Performance Stock Units (“PSUs”) that vest after three years and for which the ultimate value and amount are based on the achievement of certain operating goals and metrics as well as the future financial performance of our stock. |
12 | 2022 Proxy Statement |
PROXY SUMMARY |
2019 Compensation Overview Table | ||||||||||||||||
Long-Term Awards ($) | ||||||||||||||||
Name | Principal Position | Paid Base Earnings | Stock Awards | Non Equity LTI Granted (Cash) | Annual Incentive | Total | ||||||||||
John M. Turner, Jr. | President and CEO | $ | 968,750 | $ | 2,916,668 | $ | 1,458,333 | $ | 1,839,559 | $ | 7,183,310 | |||||
David J. Turner, Jr. | Chief Financial Officer | $ | 664,200 | $ | 933,334 | $ | 466,667 | $ | 864,656 | $ | 2,928,857 | |||||
John B. Owen | Chief Operating Officer | $ | 700,000 | $ | 933,334 | $ | 466,667 | $ | 923,335 | $ | 3,023,336 | |||||
C. Matthew Lusco | Chief Risk Officer | $ | 584,250 | $ | 800,000 | $ | 400,000 | $ | 740,420 | $ | 2,524,670 | |||||
Fournier J. Gale, III | General Counsel and Corporate Secretary | $ | 584,045 | $ | 800,000 | $ | 400,000 | $ | 699,861 | $ | 2,483,906 |
2021 Compensation Overview Table | ||||||||||||||||||||
Long-Term Awards ($) | ||||||||||||||||||||
Name | Principal Position | Base Salary | Stock Awards | Non Equity LTI Granted (Cash) | Annual Cash Incentive | Total | ||||||||||||||
John M. Turner, Jr. | President and CEO | $ | 1,000,000 | $ | 3,500,000 | $ | 1,750,000 | $ | 3,044,700 | $ | 9,294,700 | |||||||||
David J. Turner, Jr. | Chief Financial Officer | $ | 664,200 | $ | 1,000,000 | $ | 500,000 | $ | 1,322,190 | $ | 3,486,390 | |||||||||
C. Matthew Lusco | Chief Risk Officer | $ | 584,250 | $ | 800,000 | $ | 400,000 | $ | 1,142,881 | $ | 2,927,131 | |||||||||
Ronald G. Smith | Head of Corporate Banking Group | $ | 535,000 | $ | 666,667 | $ | 333,333 | $ | 1,111,142 | $ | 2,646,142 | |||||||||
David R. Keenan | Chief Administrative and Human Resources Officer | $ | 530,000 | $ | 666,667 | $ | 333,333 | $ | 1,036,760 | $ | 2,566,760 |
13 |
PROXY SUMMARY |
} | |||||
} | |||||
} | 2020 Workforce Demographics Report | ||||
} | 2019-2020 SASB Disclosure | ||||
} | 2021 CDP Climate Change Questionnaire Response | ||||
} | 2020 GRI Content Index | ||||
} | 2020 Community Engagement Report | ||||
All of these documents, as well as our historical ESG disclosures, are available at ir.regions.com/governance. |
Independent | 92% | Robust | 50% | 72 Years | ||||
Chair of the Board | Average member attendance at 2019 Board and committee meetings | Stock ownership guidelines | Standing Board committees chaired by women | Mandatory Director retirement age |
Independent | Adopted | Rooney Rule | ||||||||||||||||||||||||||
Chair of the Board | Human Rights Statement; Supplier Code of Conduct; and Environmental Sustainability Policy Statement and Goals | Adopted a version for Director candidate and Section 16 | Overall diversity of Director nominees, including gender, race/ethnicity, and sexual orientation (LGBTQ+) | Mandatory Director retirement age (however, rare exceptions can be made in certain situations) |
No Hedging/ Pledging | Year-Round Engagement | No Overboarded Directors | NCG Committee Oversight | |||||||||||||||||
Directors and executive officers are prohibited from entering into hedging agreements or pledging stock | With institutional shareholders, including Director-Shareholder Engagement | Under ISS’ and Glass Lewis’ Guidelines and market standards |
14 |
PROPOSAL 1 — ELECTION OF DIRECTORS |
15 |
PROPOSAL 1-ELECTION OF DIRECTORS |
Commitment to Board Diversity | ||
The Board approved a version of the Rooney Rule in 2019 for Director candidate |
16 |
PROPOSAL 1-ELECTION OF DIRECTORS |
Skill | Description of the Skill and Explanation of Its Importance to Our Board | |||||||
Audit/Accounting/ | 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 | |||||||
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, | |||||||
Continuous Improvement | One of our | |||||||
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. | |||||||
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. | |||||||
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 | |||||||
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 | |||||||
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 | |||||||
Regulatory | 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 | |||||||
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 | Directors who understand how to strategically plan for the future of the Company, in both |
17 |
PROPOSAL 1-ELECTION OF DIRECTORS |
Director | Skills* | Age | Tenure | # of Other Public Boards | Independent | Racially/Ethnically Diverse | Gender Diverse | LGBTQ+ | Non-US Born | Multi-lingual | Director | Skills* | Age | Tenure† | No. of Public Boards‡ | Independent | Primary Industry Expertise | Diverse (Race/Ethn.) | Diverse (Gend.) | Diverse (LGBTQ+) | Non-US Born | Multi-lingual | |||||||||||||||||||||||
Byrd | 71 | 10 | 0 | ü | ü1 | ü3 | |||||||||||||||||||||||||||||||||||||||
DeFosset | 71 | 15 | 3 | ü | |||||||||||||||||||||||||||||||||||||||||
Di Piazza | 69 | 4 | 3 | ü | Di Piazza | 71 | 5 | 4 | ü | Accounting | |||||||||||||||||||||||||||||||||||
Golodryga | 64 | 1 | 0 | ü | ü3 | ü4 | ü7 | Golodryga | 66 | 3 | 1 | ü | Energy | ü3 | ü4 | ü7 | |||||||||||||||||||||||||||||
Johns | �� | 68 | 9 | 2 | ü | Johns | 70 | 10 | 3 | ü | Insurance | ||||||||||||||||||||||||||||||||||
Johnson | Johnson | 61 | <1 | 3 | ü | Consumer Products, Manufacturing, and Retail | ü1 | ü3 | |||||||||||||||||||||||||||||||||||||
Marshall | 65 | 9 | 2 | ü | ü3 | ü | Marshall | 67 | 10 | 3 | ü | Financial Services | ü3 | ü | |||||||||||||||||||||||||||||||
McCrary | 68 | 19 | 0 | ü | McCrary | 70 | 20 | 1 | ü | Energy | |||||||||||||||||||||||||||||||||||
Prokopanko | 66 | 4 | 2 | ü | ü5 | Prokopanko | 68 | 5 | 3 | ü | Chemicals | ü5 | |||||||||||||||||||||||||||||||||
Styslinger | 59 | 17 | 2 | ü | ü8 | Styslinger | 61 | 18 | 3 | ü | Manufacturing and Transportation | ü8 | |||||||||||||||||||||||||||||||||
Suquet | 63 | 3 | 0 | ü | ü2 | ü6 | ü8 | Suquet | 65 | 5 | 1 | ü | Insurance | ü2 | ü6 | ü8 | |||||||||||||||||||||||||||||
Turner | 58 | 2 | 0 | CEO | Turner | 60 | 3 | 1 | CEO | Financial Services | |||||||||||||||||||||||||||||||||||
Vines | 54 | 2 | 0 | ü | ü1 | Vines | 56 | 3 | 1 | ü | Healthcare and Insurance | ü1 | |||||||||||||||||||||||||||||||||
Average/ Total | 65 | 8 | 12 (92%) | 3 (25%) | 1 (8%) | 3 (25%) | Average/ Total | 65 | 8 | 10 (91%) | 3 (27%) | 3 (27%) | 1 (9%) | 3 (27%) | 3 (27%) |
18 |
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 | ||
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. |
19 |
PROPOSAL 1-ELECTION OF DIRECTORS |
Di Piazza, Jr. Independent Director Since: Age: 71 Regions Committees •Audit Committee •CHR Committee (Chair) •Executive Committee Top 5 Skills Brought to Our Board | Key Experience and Qualifications •Served as Vice Chairman of the Global Corporate and Investment Bank at Citigroup, Inc. from 2011 until his retirement in 2014 • • • •Currently serves on the boards of Education • Bachelor’s degree •Master of Honors and Recognition • •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) | |||||||
Zhanna Golodryga Independent Director Since: 2019 Age: 66 Regions Committees •CHR Committee •Risk Committee •Technology Committee (Chair) 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 in April 2017, served as Chief Information Officer and Senior Vice President, Services at Hess Corporation, with responsibility for managing the company’s service organizations, including global supply chain, global business transformation program, and global office services, as well as information management, enterprise architecture, infrastructure, and cybersecurity across the business, a role she held beginning in 2012 •Also previously served as Chief Information Officer at BHP Billiton Petroleum, Vice President of Information Technology at TeleCheck International, Manager of Information Systems at Baker Hughes, IT Services Manager at Marathon Oil, and Systems Analyst at 3D/International •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 | |||||||
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 | 2022 Proxy Statement |
PROPOSAL 1-ELECTION OF DIRECTORS |
John D. Johns Independent Director Since: 2011 Age: 70 Regions Committees •Risk Committee (Chair; Risk Management Expert) •Executive Committee •Technology Committee Top 5 Skills Brought to Our Board | Key Experience and Qualifications •Served as Chairman of DLI North America Inc., the North American regional headquarters for Dai-ichi Life Holdings, from 2018 until he retired in June 2020 •From July 2017 through November 2019, served as Executive Chairman and Director at Protective Life Corporation, which in February 2015 became a wholly-owned subsidiary of Dai-ichi Life Insurance Company, Limited, a holding company with subsidiaries that provide insurance and other financial services •From 2003 until July 1, 2017, served as the Chairman and CEO of Protective •Prior to joining Protective in 1993, served as General Counsel at Sonat, Inc. •A founding partner of the Birmingham-based law firm of Maynard, Cooper & Gale, P.C. •Gained considerable experience as a senior executive of a large insurance corporation; extensive exposure to complex financial issues at large public companies; leadership in other business, economic development, civic, educational, and not-for-profit organizations Education •Bachelor’s degree (Psychology), University of Alabama •Master of Business Administration and Juris Doctor degrees, Harvard University Honors and Recognition •2017 Inductee, Alabama Business Hall of Fame •Alabama Academy of Honor Other Public Directorships and Board Leadership/Committee Assignments •Genuine Parts Company: Lead Independent Director; Compensation, Nominating and Governance Committee (Chair); Executive Committee •Southern Company: Compensation and Management Succession Committee (Chair); Finance Committee | |||||||
Joia M. Johnson Independent Director Since: 2021 Age: 61 Regions Committees •NCG Committee •Risk Committee Top 5 Skills Brought to Our Board | Key Experience and Qualifications •Retired in 2021 as the Chief Administrative Officer, General Counsel and Corporate Secretary of Hanesbrands Inc., a publicly traded marketer of innerwear and activewear apparel, positions that she held since 2016 •Joined Hanesbrands in 2007 as Chief Legal Officer, General Counsel, and Corporate Secretary •Served as Executive Vice President, General Counsel and Corporate Secretary of RARE Hospitality International, Inc. prior to joining Hanesbrands •Throughout her career, has obtained extensive global leadership experience over several corporate functions for publicly traded companies including legal, human resources, corporate social responsibility, governance and trade relations, real estate, corporate security, and domestic and global mergers and acquisitions Education •Bachelor’s degree, Duke University •Master of Business Administration degree, Wharton School of Business at the University of Pennsylvania •Juris Doctor degree, University of Pennsylvania School of Law Other Public Directorships and Board Leadership/Committee Assignments •Global Payments Inc.: Compensation Committee; Technology Committee •Sylvamo Corporation: Nominating and Corporate Governance Committee; Management Development and Compensation Committee Former Public Directorships Held During Past Five Years • | |||||||
Audit/Accounting/ | 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 | Risk Management | Strategic Planning and Strategy Development |
21 |
PROPOSAL 1-ELECTION OF DIRECTORS |
Ruth Ann Marshall Independent Director Since: 2011 Age: 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 businessEducation • Bachelor’s (Finance) and Master of Business Administration degrees, Southern Methodist UniversityHonors and Recognition • 2018 Most Influential Corporate Directors, WomenInc.• 2004 and 2005 “World’s 100 Most Powerful Women,” Forbes.comOther Public Directorships and Board Leadership/Committee Assignments • ConAgra Brands, Inc.: Executive Committee; Human Resources Committee (Chair); Nominating • Global Payments Inc.: Governance and Nominating Committee; Technology Committee | |||||||
Charles D. McCrary Independent Director Since: 2001 Age: 70 Regions Committees •Executive Committee (Chair) Top 5 Skills Brought to Our Board | Independent Chair of the Board Key Experience and Qualifications •Served as the President and CEO of Alabama Power Company, a public utility company, from 2001 until he retired in February 2014 •Also served as Chairman of Alabama Power Company until May 2014 •Career spanning more than 40 years, over which he held various positions of increased responsibility within both Alabama Power and 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 | |||||||
Audit/Accounting/ | 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 | Risk Management | Strategic Planning and Strategy Development |
22 |
PROPOSAL 1-ELECTION OF DIRECTORS |
James T. Prokopanko Independent Director Since: 2016 Age: Regions Committees •Audit Committee •NCG Committee Top 5 Skills Brought to Our Board | Key Experience and Qualifications • Served as President and CEO of The Mosaic Company, one of the world’s leading producers and marketers of concentrated phosphate and potash crop nutrients, from 2007 through 2015 and then as Senior Advisor until his retirement in January 2016• From 2006 through 2007, served as Executive Vice President and Chief Operating Officer of The Mosaic Company• Prior to joining The Mosaic Company, held various senior leadership positions at Cargill, Inc. from 1999 through 2006• Decade-long career at The Mosaic Company and previous service as lead director at Vulcan Materials Company have provided him with an in-depth knowledge of environmental risk management in regulated industriesEducation • Bachelor’s degree (Computer Science), University of Manitoba• Master of Business Administration degree, Ivey Business School at the University of Western OntarioHonors 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 ReviewOther Public Directorships and Board Leadership/Committee Assignments • Vulcan Materials Company: Compensation Committee; Governance Committee• Xcel Energy Inc.: Governance, Compensation and Nominating Former Public Directorships Held During the Past Five Years • The Mosaic Company | |||||||
Lee J. Styslinger III Independent Director Since: 2003 Age: 61 Regions Committees •NCG Committee •Risk Committee Top 5 Skills Brought to Our Board | Key Experience and Qualifications •Currently serves as Co-Chairman of the privately-held Altec Inc., a global leader that designs and manufactures products and services for the electric utility, telecommunications, and contractor markets in over 100 countries throughout the world •After joining Altec Inc. in 1983, was named CEO in 1997 and Chairman in 2011; served as Chairman and CEO until October 2021 •Actively serves on the boards of many educational, civic, and leadership organizations •Brings a wealth of management and business experience derived from running a large company in today’s global market Education •Master of Business Administration degree, Harvard University Honors and Recognition •Appointed to the President’s Export Council, advising the President of the United States on international trade policy, from 2006-2008 •Served on the President’s Manufacturing Council in 2017 •Appointed to the President’s Advisory Committee for Trade Policy and Negotiations established by the U.S. Trade Representative •Appointed to the "Great American Economic Revival" advisory counsel by the President in 2020 Other Public Directorships and Board Leadership/Committee Assignments •Vulcan Materials Company: Compensation Committee; Executive Committee; Safety, Health & Environmental Affairs Committee (Chair) •Workday, Inc.: Audit Committee | |||||||
Audit/Accounting/ | 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 | Risk Management | Strategic Planning and Strategy Development |
23 |
PROPOSAL 1-ELECTION OF DIRECTORS |
José S. Suquet Independent Director Since: 2017 Age: Regions Committees •Audit Committee • •Technology Committee Top 5 Skills Brought to Our Board | Key Experience and Qualifications • Currently serves as the Chairman• Prior to joining PALIG in November 2004, held senior management posts in the insurance industry for more than three decades, including serving as Senior Executive Vice President and Chief Distribution Officer of AXA Financial• In December 2016, completed his term as a member of the board of directors of the Federal Reserve Bank of Atlanta, for which he served as Chairman of the Retail Payments Office Oversight Committee• Previously served on the board for the Federal Reserve Bank of Atlanta, New Orleans Branch• Director at the privately-held Ochsner Health System, Louisiana’s largest nonprofit, academic healthcare system, where he serves on the Compensation Committee and the Audit and Oversight Committee• Completed his second and final term on the board of directors of The American Council of Life Insurers in 2019• 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 • Involved in various professional and industry associationsEducation • Bachelor’s degree, Fordham University• Master of Business Administration degree, University of MiamiHonors and Recognition • Included in the | |||||
John M. Turner, Jr. Management Director Since: 2018 Age: 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 MobileEducation • Bachelor’s degree (Economics), University of GeorgiaHonors and Recognition • Graduate, Leadership Alabama | |||||||
Audit/Accounting/ | 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 | Risk Management | Strategic Planning and Strategy Development |
24 |
PROPOSAL 1-ELECTION OF DIRECTORS |
Timothy Vines Independent Director Since: 2018 Age: 56 Regions Committees •Audit Committee (Audit Committee Financial Expert) •CHR Committee Top 5 Skills Brought to Our Board | Key Experience and Qualifications •Currently serves as the President and CEO of Blue Cross and Blue Shield of Alabama (“BCBSAL”), a not-for-profit, independent licensee of the Blue Cross and Blue Shield Association, for which he serves as Chairman, and the largest provider of healthcare benefits in Alabama •Served as BCBSAL’s President and Chief Operating Officer from November 2017 through March 2018 before being named its President and CEO in April 2018 •Held BCBSAL’s Executive Vice President position from March through November of 2017 •Served as BCBSAL’s Chief Administrative Officer from August 2012 through March 2017 •Serves as Vice Chair 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 Birmingham Business Alliance, Leadership Birmingham, Economic Development Partnership of Alabama, Prosper, Business Council of Alabama, and Mercy Deliverance Ministries •Serves as immediate past chair of the board of trustees at Samford University in Birmingham, Alabama •Possesses an extensive understanding of operating a large company within a highly regulated industry Education •Bachelor’s degree (Finance), Auburn University Honors and Recognition •Coronavirus (COVID-19) Task Force for Alabama | |||||||
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 |
2022 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 | $ | ||||
Additional Annual Fee for Independent Non-Executive Chair of the Board(1) | $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(2) | $ $25,000 — CHR Committee $25,000 — NCG 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 | $10,000 |
26 |
PROPOSAL 1-ELECTION OF DIRECTORS |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | ||||||||||
Carolyn H. Byrd | 122,500 | 129,995 | 252,495 | |||||||||||
Don DeFosset | 112,500 | 129,995 | 5,000 | 247,495 | ||||||||||
Samuel A. Di Piazza, Jr. | 128,750 | 129,995 | 5,000 | 263,745 | ||||||||||
Zhanna Golodryga | 100,000 | 129,995 | 229,995 | |||||||||||
John D. Johns | 133,750 | 129,995 | 263,745 | |||||||||||
Joia M. Johnson(1) | 50,000 | 97,500 | 147,500 | |||||||||||
Ruth Ann Marshall | 125,000 | 129,995 | 5,000 | 259,995 | ||||||||||
Charles D. McCrary | 150,000 | 129,995 | 279,995 | |||||||||||
James T. Prokopanko | 107,500 | 129,995 | 237,495 | |||||||||||
Lee J. Styslinger III | 100,000 | 129,995 | 229,995 | |||||||||||
José S. Suquet | 132,500 | 129,995 | 5,000 | 267,495 | ||||||||||
Timothy Vines | 110,000 | 129,995 | 239,995 |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | |
Carolyn H. Byrd | 130,000 | 119,999 | 5,000 | 254,999 | |
Don DeFosset | 125,000 | 119,999 | 5,000 | 249,999 | |
Samuel A. Di Piazza, Jr. | 110,000 | 119,999 | 3,500 | 233,499 | |
Eric C. Fast | 120,000 | 119,999 | 5,000 | 244,999 | |
Zhanna Golodryga | 100,000 | 159,997 | — | 259,997 | |
John D. Johns | 130,000 | 119,999 | — | 249,999 | |
Charles D. McCrary | 160,000 | 119,999 | — | 279,999 | |
Ruth Ann Marshall | 135,000 | 119,999 | — | 254,999 | |
Susan W. Matlock | 50,000 | 5,000 | 55,000 | ||
John E. Maupin, Jr. | 56,500 | — | 56,500 | ||
James T. Prokopanko | 100,000 | 119,999 | — | 219,999 | |
Lee J. Styslinger III | 105,000 | 119,999 | 5,000 | 229,999 | |
José S. Suquet | 107,500 | 119,999 | 5,000 | 232,499 | |
Timothy Vines | 110,000 | 119,999 | — | 229,999 |
Name | Outstanding | Restricted Stock Units (#) (1) | ||||||
Carolyn H. Byrd | 26,930 | |||||||
Don DeFosset | 18,413 | |||||||
Samuel A. Di Piazza, Jr. | ||||||||
26,930 | ||||||||
Zhanna Golodryga | 6,253 | |||||||
John D. Johns | ||||||||
Joia M. Johnson | 5,196 | |||||||
Ruth Ann Marshall | 26,930 | |||||||
Charles D. McCrary | ||||||||
26,930 | ||||||||
James T. Prokopanko | 26,930 | |||||||
Lee J. Styslinger III | 26,930 | |||||||
José S. Suquet | 26,930 | |||||||
Timothy Vines | 26,930 |
27 |
PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
28 | 2022 Proxy Statement |
PROPOSAL 2-RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
2021 | 2020 | |||||||
Audit fees(1) | $ | 7,428,122 | $ | 7,496,698 | ||||
Audit-related fees(2) | 451,960 | 452,494 | ||||||
Tax fees(3) | 67,085 | 32,564 | ||||||
All other fees(4) | 454,606 | 0 | ||||||
Total fees | $ | 8,401,773 | $ | 7,981,756 |
2019 | 2018 | |||||
Audit Fees (1) | $ | 7,907,534 | $ | 7,270,239 | ||
Audit-Related Fees (2) | 471,812 | 428,049 | ||||
Tax Fees (3) | 257,507 | 255,019 | ||||
All Other Fees (4) | 1,188,024 | 453,884 | ||||
Total Fees | $ | 9,824,877 | $ | 8,407,191 |
29 |
PROPOSAL 2-RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
30 |
AUDIT COMMITTEE REPORT |
José S. Suquet (Chair) | Carolyn H. Byrd | Samuel A. Di Piazza, Jr. | Timothy Vines |
31 |
PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”) |
32 |
ENVIRONMENTAL AND SOCIAL PRACTICES |
4 | 2018 | 4 | 2019 | 4 | 2020 | 4 | 2021 | 4 | ||||||||||||||||||||||||||||||||||||||||||
•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 another diverse Director •Released first SASB Disclosure •Implemented version of the Rooney Rule for Board candidate searches | •Released first integrated Annual Review & ESG Report •Launched online ESG Resource Center •Implemented version of the Rooney Rule for Section 16 Officer candidate searches •Developed an Environmental & Social Risk Management (“ESRM”) program •Formed the RCDC •Achieved 30% reduction of operational GHG emissions | •Released first TCFD Report •Released first Workforce Demographics Report •Onboarded another diverse Director •Established the management-level ESG Leadership Council •Announced new operational GHG emissions reduction target •Obtained external assurance for 2020 Scope 1 & 2 GHG emissions •Transitioned to new diverse Audit Committee Chair | |||||||||||||||||||||||||||||||||||||||||||||||
33 |
ENVIRONMENTAL AND SOCIAL PRACTICES |
OVERSIGHT | |||||||||||||||||||||||||||||||||||||||||
Board of Directors | |||||||||||||||||||||||||||||||||||||||||
•Annual budget, including ESG-related investments •Capital planning, including ESG-related expenditures | ||||||||||||||||||||
q | |||||||||||||||||||||||||||||||||||||||||
Board-level Committees | |||||||||||||||||||||||||||||||||||||||||
NCG Committee | Risk Committee | CHR Committee | Audit Committee | Technology Committee | |||||||||||||||||||||||||||||||||||||
•Voluntary ESG disclosures •Stakeholder engagement on ESG issues | •Corporate culture and Code of Conduct •DEI practices •Talent management and succession planning | Oversees: •Functioning of Company’s internal controls and disclosure •Disclosure of material ESG matters | Oversees: •Company’s culture and talent strategy related to technological and digital transformation •Information technology and security | ||||||||||||||||||||||||||||||||||||||
q |
EXECUTION | ||||||||||||||||||||||||||||||||||||||
Management-level Committees | ||||||||||||||||||||||||||||||||||||||
Executive Leadership Team | ESG Leadership Council | Disclosure Review Committee | Risk Governance Committees | |||||||||||||||||||||||||||||||||||
•Evaluates ESG considerations within strategic planning •Oversees ESG Leadership Council •Consists of senior management, including NEOs | •Maintains aggregated view of ESG-related risks and opportunities, leveraging internal and external inputs •Provides guidance and direction on internal initiatives | •Reviews ESG-related disclosures in SEC reporting •Provides feedback on voluntary ESG disclosures | •Monitor ESG-related updates to Risk Library •Review ESG-related metrics’ performance to assess adherence to risk tolerance •Supervise enterprise risk assessments incorporating ESG risks | |||||||||||||||||||||||||||||||||||
A majority of our Directors have identified themselves as having considerable or extensive experience in key ESG areas: | ||||||||||||||||||||||||||||||||||||||
Corporate Governance | Customer Focus and Community Engagement | Environmental Sustainability Practices | Executive Compensation and Benefits | Human Capital Management | ||||||||||||||||||||||||||||||||||
9 Directors | 11 Directors | 8 Directors | 10 Directors | 11 Directors | ||||||||||||||||||||||||||||||||||
34 |
ENVIRONMENTAL AND SOCIAL PRACTICES |
Customers | |||||||||||||||||||||||||||||
Regulators & Policymakers | Regions’ key stakeholders | ||||||||||||||||||||||||||||
include: | |||||||||||||||||||||||||||||
Shareholders | Associates | ||||||||||||||||||||||||||||
Standards-Setting Organizations | ESG Data Providers & Proxy Advisory Firms | ||||||||||||||||||||||||||||
Communities |
Our approach to engaging with various stakeholders is discussed in more detail in the following documents: | ||||||||||||
Operational Sustainability | |||||||||||||||||
We are committed to operating our business responsibly. This commitment, and how we plan to act on it, is articulated in our Environmental Sustainability Policy Statement, which was initially approved by management in 2018 and is now overseen by the Board’s NCG Committee. The Policy Statement also established our first two environmental targets, using a 2015 baseline: | |||||||||||||||||
2023 Targets for Reducing Environmental Footprint | |||||||||||||||||
Target Area | Breadth | Units | Target | ||||||||||||||
Gross Scope 1 and Scope 2 GHG Emissions (Location-Based) | Real estate where we are responsible for paying utilities and maintain operational control | Metric tons CO2e | 30% REDUCTION | ||||||||||||||
Energy Use | Electricity and natural gas usage in metered space | MWh | 30% REDUCTION | ||||||||||||||
emissions, surpassing our target three years early, and nearly reached our energy target by using 26% less energy. We also obtained third-party assurance and verification for our 2020 GHG inventory. | |||||||||||||||||
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ENVIRONMENTAL AND SOCIAL PRACTICES |
30% | 30% | |
reduction in greenhouse gas emissions (scope 1 and 2) | reduction in energy use(2) | |
PROGRESS(3) | PROGRESS(3) | |
28% | 19% | |
(1) Compared against a 2015 baseline. These targets cover properties for which Regions is responsible for direct payment of utilities. | ||
(2) Energy use goal applies to electricity and natural gas. | ||
(3) Progress as of December 31, 2019. |
In mid-2021, when we reported the achievement of our 2023 emissions goal, we also announced a new emissions goal: | |||||||||||||||||
location-based carbon emissions by 50% by the end of 2030. | |||||||||||||||||
We selected 2019 as our base year due to the pandemic-related abnormalities in facility usage during 2020. | |||||||||||||||||
Current Products & Services | |||||||||||||||||
Examples of environmentally focused products and services we have offered over the past year include: •Funding for photovoltaic solar projects •Utility-scale solar construction financing •Solar acquisition financing •Offshore wind vessel financing •Commitments to mass transit and urban rail transit systems •Externally managed ESG-focused investment products •Sustainable asset management | |||||||||||||||||
We understand that our ability to mobilize capital grants our industry a unique role within the broader transition to a lower-carbon economy. We look to support the development and implementation of cleaner energy solutions and provide sustainable products and services that can benefit both our customers and the environment. | |||||||||||||||||
Spotlight: Regions supports the development and implementation of clean energy solutions through our Energy and Natural Resources Group (“ENRG”), which specializes in tailored financing products and services for solar/renewable energy products. In 2021, ENRG committed or closed over $627 million in ESG-related financings, including: •$383 million of sustainability-linked corporate financings •$164 million in solar project financings •$50 million of renewable natural gas construction facilities •$30 million in renewable corporate credit facilities ENRG also served as a co-manager in $1.43 billion senior notes offerings supporting clean water/wastewater infrastructure and sustainability notes. | |||||||||||||||||
We recognize our ability to create shared value through financial inclusivity and support of the communities that we serve. We look for ways to reach underserved individuals and communities in our footprint and create opportunities for us to grow together. | Examples of inclusive or community-focused products and services we have offered over the past year include: •Affordable housing financing •Mortgage lending in LMI communities and to LMI borrowers •Deposit-secured credit card products to reach underserved customers •Investments and loans made through the RCDC for projects and entities with a community development purpose | ||||||||||||||||
Looking Ahead | |||||||||||||||||
To carry forward those and other findings we have made, some of the enhancements we plan to implement include: •Advancing a sustainable finance definition and methodology, as well as evaluating a sustainable finance goal •Measuring and evaluating our Scope 3 portfolio emissions •Integrating climate-related factors into client-level risk assessments •Performing an annual refresh of ongoing scenario analysis and enhancing capabilities that facilitate additional quantitative portfolio analysis | |||||||||||||||||
In our first TCFD Report, released in June 2021, we discussed the results of our qualitative scenario analysis of climate-related physical and transition risks. These and other recent developments create momentum for us to build on as we learn more about the evolving challenges around climate change. | |||||||||||||||||
Spotlight: We look forward to serving new and current clients seeking solar home improvement financing through EnerBank USA, our newly acquired home improvement point-of-sale lender. | |||||||||||||||||
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ENVIRONMENTAL AND SOCIAL PRACTICES |
Financial Inclusion | •Through our Regions –Provided financial education to more than 1.4 million people –Presented over 120,000 financial wellness workshops –Received 2.4 million online page views via online resources •Introduced Regions Now CheckingSM, a Bank On-certified account that removes the worry of overdraft or returned-item fees with a low, flat monthly fee, to existing suite of Regions Now Banking® products •Enabled over 1 million customers to complete financial plans, including financial health scores, through Regions Greenprint® in 2021 •Distributed over $6 billion in Paycheck Protection Program loans, with 88% of total loans forgiven through 4Q21 •Launched Regions’ Spend & Save Program to support customers wanting to build their savings •Expanded small business capabilities and advanced capabilities to streamline homebuilder finance origination in corporate banking group | |||||||||||||||||||
Regions has made significant changes and upgrades while continuing to provide customers with resources they need to succeed in managing their finances. | ||||||||||||||||||||
Deposit Account Policy Changes | •Began rollout of policy changes in 2021, including a simplified transaction posting order, reduced fees, customer education tools, and better visibility around balance views •Announced additional future policy changes and milestones in January 2022, including: –By the end of 1Q22: Eliminate overdraft protection transfer fees –By the end of 2Q22: Eliminate all insufficient-funds fees Lower caps on overdraft fees –By the end of 3Q22: Provide early access to direct deposits Launch a new line of credit for overdraft protection | |||||||||||||||||||
Regions has updated its non-sufficient funds/overdraft policies to provide customers with the capability to be more financially sound. | ||||||||||||||||||||
Digital Acceleration | •Began effort toward modernization of our core deposit and lending systems, as •Regions360® promotes omnichannel view of customers for a “You Know Me & Value Me” experience •Further improved resiliency and security through fraud analytics, data protection, due diligence, data recovery, and authentication measures •Expanded Regions Secure Messaging, resulting in a significant increase in the •Demonstrated continuous growth in key areas of Digital during the year, including: –Digital usage, with 3.1 million active digital users (7% increase year-over-year) –Mobile active users (12% increase year-over-year) –Digital transactions, which constituted nearly 70% of all consumer customer-initiated transactions –Digital sales, including deposit accounts opened and loans booked (36% increase year-over-year) •Received a 4.8 out of 5 app store rating for our Mobile Banking App, which is directly tied to improvements we have made over the past couple of years | |||||||||||||||||||
Building on past investments in innovation, we continue modernizing the customer experience to enable banking with us when, where, and how our customers want. | ||||||||||||||||||||
Fair and Responsible Banking | •Treating prospective and existing customers in a manner that is equitable, transparent, and consistent with laws and regulations •Making our financial products and services available to prospective and existing customers on a fair and responsible basis •Providing clarity and transparency when interacting with our customers to help them make educated decisions about the products and services that best fit their needs •Consistently applying the needs-based approach to serving our customers, working together as a team to understand their needs and help them achieve their financial goals •Carrying out the intent of our incentive programs - to justly reward high-performing sales, service, and support | |||||||||||||||||||
Under our Code of Conduct, Regions’ | ||||||||||||||||||||
37 |
ENVIRONMENTAL AND SOCIAL PRACTICES |
In 2021, we: •Invested in Phenom People, a talent acquisition candidate relationship management (“CRM”) tool that allows internal and external candidates to easily navigate their job search •Attracted top talent •Focused on high-performing banker retention •Consistently observed high associate engagement survey participation and scores •Equipped talent with upskilling opportunities •Invested in Degreed, a learning resource that provides associates with a personalized learning experience | |||||||||||||||||
We believe that our associates are our greatest asset and invest in them accordingly. We also empower our associates to own their career path and development, creating a culture where all associates contribute to our success. | |||||||||||||||||
Awards and Recognitions | |||||||||||||||||
In 2021, we: •Won 2021 Gallup Exceptional Workplace Award •Certified in 2021 as a 2021-2022 Great Place to Work® •Received a 100% score on the Human Rights Campaign’s 2022 Corporate Equality Index - named a Best Place to Work for LGBTQ+ Equality •Received a 100% score on the American Association for People with Disabilities and Disability:IN’s 2021 Disability Equality Index - named a Best Place to Work for Disability Inclusion •Received 2022 Military Friendly® Employer Award - Silver | |||||||||||||||||
In 2021, Regions was one of only five recipients of Gallup’s Don Clifton Strengths-Based Culture Award, which recognizes organizations with workplace cultures that put the strengths of all associates at the core of how they collaborate, make decisions, and work every day. | |||||||||||||||||
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. |
Diverse Representation | |||||||||||||||||
We seek to create an environment where our associate population reflects the communities we serve. As of December 31, 2021, our associates self-identified as follows: | |||||||||||||||||
Female | Member of a minority demographic | ||||||||||||||||
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ENVIRONMENTAL AND SOCIAL PRACTICES |
9 | 14 | 7 | 4 | |||
Conversations with Clara | Lunch & Learns | New diversity networks launched (for a total of 10 in operation) | “Don’t Judge What You See. Get to Know Me.” videos | |||
4 | 19,000+ | |||||
Facilitated D&I advocate training sessions, resulting in 73 key stakeholders trained | Associates trained on D&I via biennial training | |||||
Our key DEI commitments: | Examples of how we have carried out our commitments in 2021: | |||||||||||||||||||||||||
] | Adopting a “Bring Your Whole Self to Work” philosophy | |||||||||||||||||||||||||
] | Launching a 3-year journey to enhance our inclusive culture through the Path to Inclusion model, starting with diverse talent pioneers | |||||||||||||||||||||||||
] | Devoting resources to identify and develop diverse talent, making meaningful progress in diverse talent attraction, acquisition, development, and retention | |||||||||||||||||||||||||
Expand leadership accountability to include empowerment | ] | Further expanding our DEI Networks to 19 Networks in total, including a network dedicated to the approximately 620 associates who joined the Company via acquired subsidiaries | ||||||||||||||||||||||||
] | Improving how we fill vacant enterprise-critical positions with diverse candidates and continue to attract diverse talent | |||||||||||||||||||||||||
] | Implementing internal mobility strategies that promote development opportunities for all associates, including diverse talent pools | |||||||||||||||||||||||||
Focus on internal diverse talent development and acquisition strategies | ] | Nurturing an environment where associates feel psychological safety, seeing increases in both Disability and LGBTQ+ self-identification rates | ||||||||||||||||||||||||
] | Hosting our second annual Week of Understanding, a dedicated time for associates to gather and have intentional conversations around allyship and support of marginalized groups | |||||||||||||||||||||||||
As a We have developed 3 strategic priorities to help us identify and | |||||||||||||
pursue these opportunities: | |||||||||||||
u Financial wellness | |||||||||||||
Commitment to racial equity and economic empowerment for communities of color | •Within the first 18 months of making this commitment, $14.6 million was invested in 270 different organizations across the Regions footprint. | ||||||||||||||||||||||
•This commitment was established with the goals of advancing minority business development; increasing minority homeownership; reducing the digital divide in underserved communities; and promoting racial understanding. | |||||||||||||||||||||||
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ENVIRONMENTAL AND SOCIAL PRACTICES |
Regions Foundation | •The Foundation distributed nearly $6 million to our communities in 2021, with a focus on supporting diverse small business sustainability and education. •In addition to grantmaking, the Foundation also made mission-related investments in 2021, including an $8 million pledge to promote economic development and affordable housing. •The Foundation has made $17 million in commitments over the past 3 years. | ||||||||||||||||||||||
•The Regions Foundation, a nonprofit 501(c)(3) corporation funded primarily through contributions from Regions Bank, aims to promote inclusive prosperity by investing in initiatives designed to reduce barriers to economic success. | |||||||||||||||||||||||
Regions Community Development Corporation | In 2021, the RCDC invested $33 million in new debt and equity commitments for the purposes of affordable housing development, economic revitalization, and support for LMI small businesses and individuals. | ||||||||||||||||||||||
•Established and funded in 2020, the RCDC is a wholly owned subsidiary of Regions Bank that seeks to make life better by providing debt and/or equity financing for projects and entities with a community development purpose. | |||||||||||||||||||||||
... | physically adapting our facilities –Installed over 10,000 plexiglass shields in branches –Adopted CDC recommendations on enhancing HVAC filtration and increasing outside airflow to maximum levels –Installed Needlepoint Bipolar Ionization technology in 20 facilities, covering 1.2 million square feet –Placed hand sanitizing stations throughout offices, operations centers, and every branch lobby –Implemented capacity limitations of no more than 50% occupancy to allow for increased social distancing | ... | helping keep our locations safer –Established hands-free protocols and provided devices to promote touch-free environments –Distributed approximately 15,000 informational and directional signs on safety protocols in our facilities –Implemented social distancing guidelines, including floor decals to designate social distances required in common areas –Increased sanitizing frequency in our large corporate and operations centers –Implemented daily sanitization protocols for high-touch points in branches | |||||||||||
... | equipping our associates with: –Disposable facemasks for use when working onsite –Reusable, Regions-branded cloth face masks, once production capacity allowed –Hand sanitizer and disinfectants included on the Environmental Protection Agency’s List N (effective at killing COVID-19) | |||||||||||||
Physical Health(1) | Mental Well-Being(1) | Working Environment | Manager Support | ||||||||||||||||||||||||||||||||
–Expanded access to and payments for telehealth benefits –Implemented no-cost COVID testing and treatment –Offered enhanced leave of absence benefits | –Enhanced access to resources promoting mental health –Provided new free on-demand fitness classes | –Provided additional compensation to front-line associates –Quickly facilitated work-from-home capabilities –Supplied masks to remote and front-line associates | –Issued resources on managing others through a crisis –Gave managers tools and support specific to remote management | ||||||||||||||||||||||||||||||||
(1) Made available to associates enrolled in one of Regions’ offered benefit plans. |
CORPORATE GOVERNANCE |
The following documents are available | |||||||||||
•Corporate Governance Principles | |||||||||||
•Audit Committee Charter | |||||||||||
•CHR Committee Charter | |||||||||||
•NCG Committee Charter | |||||||||||
•Risk Committee Charter | |||||||||||
•Technology Committee Charter •Executive Committee Charter | |||||||||||
•By-Laws | |||||||||||
•Code of Ethics for Senior Financial Officers | |||||||||||
•Code of Conduct | |||||||||||
•Annual Review & ESG Report | |||||||||||
•TCFD Report •Workforce Demographics Report •Environmental Sustainability Policy Statement and Goals | |||||||||||
•Human Rights Statement | |||||||||||
•Supplier Code of Conduct •SASB Disclosure •CDP Climate Change Questionnaire Response •Community Engagement Report •GRI Content Index •Government Affairs | |||||||||||
Reports •Fair Disclosure Policy Summary | |||||||||||
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 Officer position, including a CEO successor, Regions shall endeavor to include similarly diverse candidates in the pool from which the candidate is chosen. |
2022 Proxy Statement | 41 |
CORPORATE GOVERNANCE |
Raising Issues and Reporting Violations | ||||||||||||||
Every associate has a responsibility to promptly report knowledge of, or information regarding, any violation or suspected violation of the law or regulation; any provision of the Code of Conduct; or other Regions policies or procedures. To create a safe environment to support this obligation, we provide several ways that associates can report potential violations or suspicious behavior by associates, customers, vendors, or suppliers: | ||||||||||||||
The Report It! Hotline is a confidential, anonymous, toll-free hotline 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 is an internal resource for associates to provide immediate reports within the same business day. | ||||||||||||||
Concerns can also be sent directly to the HR Connect Team or Office of Associate Conduct. |
42 | 2022 Proxy Statement |
CORPORATE GOVERNANCE |
•Associates from the Chief Governance Officer’s group, Investor Relations, and Total Rewards •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 •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 •Feedback from these engagements helps •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 • •Review shareholders’ |
• • • • | |||||
• |
2022 Proxy Statement | 43 |
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 |
44 | 2022 Proxy Statement |
CORPORATE GOVERNANCE |
Elements Considered When Evaluating the Board’s Leadership Structure | ||||||||||||||||||||||||||
Comprehensive Corporate Governance Principles that | 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 |
2022 Proxy Statement | 45 |
CORPORATE GOVERNANCE |
Risk Oversight Responsibilities | |||||||||||||||||||||||||||||||||||||||||
Board of Directors •Strategic planning and objectives •Budget and capital planning | |||||||||||||||||||||||||||||||||||||||||
Risk Committee •Enterprise risk management framework and policies •Performance versus risk appetite and tolerance | 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 | Technology Committee •Information technology/security activities •Technology and digital transformation strategy |
46 | 2022 Proxy Statement |
CORPORATE GOVERNANCE |
2022 Proxy Statement | 47 |
CORPORATE GOVERNANCE |
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CORPORATE GOVERNANCE |
2022 Proxy Statement | 49 |
CORPORATE GOVERNANCE |
Step # | Process | Approximate Timing | ||||||
Continually Enhanced Self-Evaluations Prior to beginning the annual self-evaluation, the NCG Committee considers possible enhancements to the process to ensure | Throughout the year and considered by the NCG Committee in October | |||||||
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. | November and December | |||||||
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 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 | |||||||
Reporting to the Following the one-on-one discussions, the | February | |||||||
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 | |||||||
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 | February | |||||||
Focus on Outcomes Following the completion of the self-evaluation process, the Chair of the NCG Committee has the opportunity to meet with the | 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 | Ongoing |
50 | 2022 Proxy Statement |
CORPORATE GOVERNANCE |
Looking forward, is the Board/committee well positioned to ensure that it... | |||||
Board | ...is appropriately considering and confronting the most significant areas of opportunity and challenge for the Company in the coming years? | ||||
Audit Committee | ...understands and challenges the (i) appropriateness of critical accounting estimates and related policies, estimates, and judgements and (ii) the completeness and transparency of the financial statements, annual report, and other related communications? | ||||
CHR Committee | ...is appropriately overseeing ESG matters related to corporate culture; human capital and talent management; and diversity, equity, and inclusion? | ||||
NCG Committee | ...is overseeing its expanded areas of responsibility with respect to ESG? | ||||
Risk Committee | ...is appropriately overseeing the significant risks that are currently or that may in the future directly or indirectly affect the Company? |
Incumbent Directors’ attendance at Board and committee meetings averaged approximately 98% in |
2022 Proxy Statement | 51 |
CORPORATE GOVERNANCE |
Board of Directors | |||||
Audit Committee | |||||
CHR Committee | 6 | ||||
NCG Committee | 5 | ||||
Risk Committee | 4 | ||||
Technology Committee (formed in February 2022) | 0 | ||||
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 2021 | 37 |
52 | 2022 Proxy Statement |
CORPORATE GOVERNANCE |
Board Oversight | ||||||||||||||||||||
New Director Process | ||||||||||||||||||||
Identification of Candidates | ð | Assessment, Interviews, and Discussions | ð | Recommendation and Appointment | ð | Onboarding | ||||||||||||||
The NCG Committee reviews candidates identified by: • • • • • • 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 •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 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 Directors new to public company board service 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 | 2 boards maximum | ||||
Directors serving as a board chair or lead independent director | 3 boards maximum | ||||
Directors who serve on Regions’ Audit Committee | 3 audit committees maximum |
2022 Proxy Statement | 53 |
CORPORATE GOVERNANCE |
Carolyn H. Byrd | Ruth Ann Marshall | ||||
Don DeFosset | Charles D. McCrary | ||||
Samuel A. Di Piazza, Jr. | James T. Prokopanko | ||||
Lee J. Styslinger III | |||||
José S. Suquet | |||||
Timothy Vines |
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CORPORATE GOVERNANCE |
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CORPORATE GOVERNANCE |
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CORPORATE GOVERNANCE |
2022 Proxy Statement | 57 |
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 | ||||||||||||
Joia M. Johnson | None | None | None | ● | 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 |
58 | 2022 Proxy Statement |
CORPORATE GOVERNANCE |
2022 Proxy Statement | 59 |
CORPORATE GOVERNANCE |
CHR Committee Members During | ||
Samuel A. Di Piazza, Jr. | ||
Don DeFosset | ||
Zhanna Golodryga | ||
Ruth Ann Marshall | ||
Timothy Vines |
•Audit Committee •CHR Committee •NCG Committee | •Risk Committee •Technology Committee (formed in February 2022) |
60 |
CORPORATE GOVERNANCE |
Audit | CHR | NCG | Risk | |
Carolyn H. Byrd | Chair | |||
Don DeFosset | Chair | Member | ||
Samuel A. Di Piazza, Jr. | Member | Member | ||
Eric C. Fast* | 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 2019 | 12 | 6 | 5 | 4 |
Audit | CHR | NCG | Risk | Technology | |||||||||||||
Carolyn H. Byrd | Member | Member | |||||||||||||||
Don DeFosset | Member | Member | |||||||||||||||
Samuel A. Di Piazza, Jr. | Member | Chair | |||||||||||||||
Zhanna Golodryga | Member | Member | Chair | ||||||||||||||
John D. Johns | Chair | Member | |||||||||||||||
Joia M. Johnson | Member | Member | |||||||||||||||
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 | Chair | Member | |||||||||||||||
John M. Turner, Jr. | |||||||||||||||||
Timothy Vines | Member | Member | |||||||||||||||
Number of standalone meetings held in 2021 | 9 | 6 | 5 | 4 | 0* |
Audit Committee Financial Expert | |||||
Risk Committee Risk Management Expert | |||||
Independent Chair of the Board | |||||
Executive Committee Member | |||||
* |
2022 Proxy Statement | 61 |
CORPORATE GOVERNANCE |
Message from the Audit Committee Chair | As part of the transition process, I independently held special meetings Focused training was provided to Audit Committee members to help the Committee with its oversight on current and emerging matters. Educational sessions – |
Meetings in | Key Responsibilities: | |||||||
•Assist and advise the Board in monitoring: •Appoint, retain, or replace and oversee the work and compensation of the independent auditor •Pre-approve all auditing •Discuss with management the (i) Company’s major financial risk exposures and (ii) steps management has taken to monitor and control such exposures •Review and discuss financial statements and disclosures that will be filed with the SEC and related matters and judgments •Review and discuss non-GAAP treatment of financial information and the use of such treatment with management •Oversee, review, and evaluate the Company’s relationship with the independent auditor and the independent auditor’s performance and independence •Consider whether, in order to assure continuing auditor independence, there should be regular rotation of the independent auditor •Oversee the Company’s internal audit function, including its planned activities, results of completed activities, budget, and staffing | ||||||||
Members | ||||||||
José S. Suquet (Chair) | ||||||||
Carolyn H. Byrd | ||||||||
Samuel A. Di Piazza, Jr. | ||||||||
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 | ||||||||
The Audit Committee Report can be found on page 31. |
62 |
CORPORATE GOVERNANCE |
Message from the CHR Committee Chair | In First as a CHR Committee member, and now as its Chair, I want to assure you that we value shareholder feedback and take it under advisement as we strive to design and implement executive compensation programs that support the Company’s strategic plans as well as create shared value for our – |
Meetings in | Key Responsibilities: | |||||||
6, plus 1 joint meeting with the Risk | •Assist and advise the Board in: •Regarding the Company’s compensation plans and programs: •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 •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 CEO succession planning and •Oversee corporate culture with a focus on 1) •Oversee the Company’s Code of Conduct and any other programs related to ethics, business conduct, or conflicts of interest | |||||||
Members | ||||||||
Samuel A. Di Piazza, Jr. (Chair) | ||||||||
Don DeFosset | ||||||||
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 |
2022 Proxy Statement | 63 |
CORPORATE GOVERNANCE |
Message from the NCG Committee Chair | The NCG Committee made a number of The NCG Committee was pleased to recommend to the The NCG Committee has – Ruth Ann Marshall |
Meetings in | Key Responsibilities: | |||||||
5 | •Assist and advise the Board in: –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 • •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 •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 | |||||||
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. | ||||||||
64 |
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 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 | Key Responsibilities: | |||||||
4, plus | •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 •Supervise the Company’s efforts to address operational risk, which include information •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) | ||||||||
Carolyn H. Byrd | ||||||||
Zhanna Golodryga | ||||||||
Lee J. Styslinger III | ||||||||
Each member of the Risk Committee has been determined to meet the independence requirements of applicable law, the NYSE, and Regions’ Corporate Governance Principles. | ||||||||
2022 Proxy Statement | 65 |
Message from the Technology Committee Chair | The Technology Committee was formed in February 2022 in recognition of the need for the Board to provide oversight of Regions’ technology and innovation initiatives, which continue to grow as we address the fast-evolving technology landscape and modernize our systems to meet the needs and expectations of our customers. Specifically, the Committee is charged with oversight with respect to the overall role of technology in executing the Company’s business strategy, including, but not limited to, (i) technology, digital, and innovation strategy, performance, and operations, (ii) significant technology investments and expenditures, (iii) project management, and (iv) emerging trends in technology and digital transformation. The Technology Committee will provide Board-level oversight and support of Regions’ multi-year Deposit and Lending Modernization project. I am pleased to serve as Chair of this newly-formed and important Committee and look forward to providing updates on future developments and progress. – Zhanna Golodryga |
Meetings in 2021 | Key Responsibilities: | |||||||
0 (newly formed) | •Oversee the role of technology in executing the Company’s business strategy, including with respect to the Company’s operations, performance, innovation, management’s activities, and related communications •Monitor the technology expenditures of the Company and its business segments •Supervise significant technology investments in support of the Company’s technology strategy and operations •Monitor technological, digital, and commercial innovation in the Company’s industry and the Company’s related growth and competitive position •Oversee the Company’s innovation and technology acquisition processes •Review critical technology programs and projects with business and information technology personnel to understand the functionality, quality, business benefits, and customer adoption •Supervise the Company’s culture and talent strategy related to technological and digital transformation •Monitor and oversee the Company’s technology operations including, among other things, software development project performance, technical operations performance, technology architecture, quality of digital products and services, significant technology investments, and information technology/security activities •Coordinate with the Risk Committee on risk assessment and management associated with technology-related strategic investments, major technology vendor relationships, and risks associated with information technology and security activities | |||||||
Members | ||||||||
Zhanna Golodryga (Chair) | ||||||||
John D. Johns | ||||||||
José S. Suquet | ||||||||
Each member of the Technology Committee has been determined to meet the independence requirements of applicable law, the NYSE, and Regions’ Corporate Governance Principles. | ||||||||
66 |
OWNERSHIP OF REGIONS COMMON STOCK |
Amount and Nature of Beneficial Ownership | Amount and Nature of Beneficial Ownership | |||||||||||||
Name and Address of Beneficial Owner | Number of Common Shares | Percent of Class | 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 | 83,458,417 | 8.70 | % | BlackRock, Inc. (and subsidiaries) (1) 55 East 52nd Street New York, New York 10055 | 96,711,569 | 10.32% | ||||||||
State Street Corporation (and subsidiaries) (2) One Lincoln Street Boston, Massachusetts 02111 | 53,146,330 | 5.51 | % | State Street Corporation (and subsidiaries) (2) One Lincoln Street Boston, Massachusetts 02111 | 67,417,692 | 7.19% | ||||||||
The Vanguard Group, Inc. (and subsidiaries) (3) 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | 121,416,672 | 12.58 | % | The Vanguard Group, Inc. (and subsidiaries) (3) 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | 114,998,474 | 12.27% |
2022 Proxy Statement | 67 |
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 | 84,006 | 0 | 84,006 | * | 78,317 | 162,323 |
Don DeFosset | 112,132 | 0 | 112,132 | * | 24,502 | 136,634 |
Samuel A. Di Piazza, Jr. | 18,731 | 0 | 18,731 | * | 28,756 | 47,487 |
Eric C. Fast | 97,997 | 0 | 97,997 | * | 128,434 | 226,431 |
Zhanna Golodryga | 2,926 | 0 | 2,926 | * | 7,872 | 10,798 |
John D. Johns (3) | 67,296 | 0 | 67,296 | * | 99,514 | 166,810 |
Ruth Ann Marshall | 92,068 | 0 | 92,068 | * | 96,242 | 188,310 |
Charles D. McCrary | 128,340 | 0 | 128,340 | * | 239,579 | 367,919 |
James T. Prokopanko | 18,731 | 0 | 18,731 | * | 7,872 | 26,603 |
Lee J. Styslinger III | 115,267 | 0 | 115,267 | * | 186,946 | 302,213 |
José S. Suquet | 36,527 | 0 | 36,527 | * | 25,938 | 62,465 |
John M. Turner, Jr. (4) | 280,377 | 118,650 | 399,027 | * | 314,415 | 713,442 |
Timothy Vines | 5,590 | 0 | 5,590 | * | 15,047 | 20,637 |
Other Named Executive Officers (See Summary Compensation Table on pages 101-103) | ||||||
David J. Turner, Jr. (5) | 192,277 | 0 | 192,277 | * | 200,587 | 392,864 |
John B. Owen (6) | 87,152 | 0 | 87,152 | * | 164,474 | 251,626 |
C. Matthew Lusco | 167,922 | 0 | 167,922 | * | 158,610 | 326,532 |
Fournier J. Gale, III | 59,730 | 0 | 59,730 | * | 148,726 | 208,456 |
Other executive officers as a group | 466,776 | 0 | 466,776 | * | 450,754 | 917,530 |
Directors and executive officers as a group (22 persons) | 2,033,845 | 118,650 | 2,152,495 | * | 2,376,585 | 4,529,080 |
Name of Beneficial Owner | Shares of Common Stock (1) | 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 | 91,453 | 91,453 | * | 112,407 | 203,860 | ||||||||||||
Don DeFosset | 130,296 | 130,296 | * | 36,661 | 166,957 | ||||||||||||
Samuel A. Di Piazza, Jr. | 18,731 | 18,731 | * | 65,492 | 84,223 | ||||||||||||
Zhanna Golodryga | 22,920 | 22,920 | * | 6,300 | 29,220 | ||||||||||||
John D. Johns (3) | 67,296 | 67,296 | * | 141,447 | 208,743 | ||||||||||||
Joia M. Johnson | 2,450 | 2,450 | * | 5,235 | 7,685 | ||||||||||||
Ruth Ann Marshall | 100,230 | 100,230 | * | 140,660 | 240,890 | ||||||||||||
Charles D. McCrary | 137,921 | 137,921 | * | 322,279 | 460,200 | ||||||||||||
James T. Prokopanko | 18,731 | 18,731 | * | 27,132 | 45,863 | ||||||||||||
Lee J. Styslinger III | 125,486 | 125,486 | * | 235,512 | 360,998 | ||||||||||||
José S. Suquet | 51,527 | 51,527 | * | 56,480 | 108,007 | ||||||||||||
John M. Turner, Jr. (4) | 395,115 | 395,115 | * | 691,368 | 1,086,483 | ||||||||||||
Timothy Vines | 5,590 | 5,590 | * | 49,721 | 55,311 | ||||||||||||
Other Named Executive Officers (See Summary Compensation Table beginning on page 95) | |||||||||||||||||
David J. Turner, Jr. (5) | 184,243 | 184,243 | * | 239,727 | 423,970 | ||||||||||||
C. Matthew Lusco | 154,338 | 154,338 | * | 179,755 | 334,093 | ||||||||||||
Ronald G. Smith (6) | 252,799 | 252,799 | * | 152,646 | 405,445 | ||||||||||||
David R. Keenan | 21,685 | 21,685 | * | 121,072 | 142,757 | ||||||||||||
Other executive officers as a group | 106,521 | 106,521 | * | 400,096 | 506,617 | ||||||||||||
Directors and executive officers as a group (21 persons) | 1,887,332 | 1,887,332 | * | 2,983,990 | 4,871,322 |
68 | 2022 Proxy Statement |
OWNERSHIP OF REGIONS COMMON STOCK |
Director Stock Ownership Guidelines | Non-management Directors are expected to own shares of Regions common stock with a value equal to or in excess of 5 times the value of the cash portion of their annual retainer. Until such time as the minimum level of stock ownership is achieved, the Director shall be required to retain 50 percent of the after-tax net shares acquired as a part of any compensatory arrangement, unless granted an exception by the NCG Committee upon showing a hardship or other special circumstances. | ||||
Executive Officer Stock Ownership Guidelines | Executive officers are required to own Regions common stock having a value that is a specified multiple of their base salary. The multiple varies based on the tier designation, which in turn reflects the executive officer’s level of responsibility and compensation. The minimum holding amount for our CEO is 6 times base salary, and the minimum holding amount for the other NEOs is 3 times base salary. Until such time as the minimum level of stock ownership is achieved, the executive officer shall be required to retain 50 percent of the after-tax net shares acquired as a part of any compensatory arrangement, unless granted an exception by the CHR Committee upon showing a hardship or other special circumstances. |
OWNERSHIP OF REGIONS COMMON STOCK |
No Director or executive officer has shares that are pledged or otherwise available to a lender as security, and all Directors and executive officers are in full compliance with Regions’ anti-hedging and anti-pledging policies. |
70 | 2022 Proxy Statement |
COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT |
Samuel A. Di Piazza, Jr., Chair | Don DeFosset | Zhanna Golodryga | ||||||
Ruth Ann Marshall | Timothy Vines |
71 |
COMPENSATION DISCUSSION AND ANALYSIS |
Shareholder Feedback | Regions Response | ||||
•2019-2021 long-term performance-based award results were based on actual financial results relative to pre-established goals; no modifications were made. | |||||
•ESG metrics were integrated as individual performance goals (which impact 30% of the annual incentive payment). Regions continues to work toward incorporating additional ESG considerations into the assessment of executive performance and awards. | |||||
•We published supplemental proxy disclosures in 2021 that included further information related to the annual incentive plan and details of the customer service metric. •Our proxy includes additional disclosure related to the customer service modifier under 2021 Annual Cash Incentive Payments, including 2021 targets for goal achievements (page 80). | |||||
Incentive plans should be designed to prevent windfall payouts from CECL-related credit loss provision releases | •The annual incentive plan for 2021 was designed to insulate incentive performance from volatility related to CECL credit loss provisioning, whether the provision change is an increase or a release. | ||||
Enhanced Disclosures | •See annual incentive metric disclosures (page 80), long-term incentive relative performance disclosure (page 85), and |
72 |
COMPENSATION DISCUSSION AND ANALYSIS |
What We Do | ||||||||
ü | Pay for Performance (pages | Executive pay decisions are made to ensure that the majority of total direct compensation is at-risk and not guaranteed. | ||||||
ü | Evaluate Performance Using a Combination of Balanced Performance Metrics (pages | We evaluate both corporate and individual performance in our annual incentive | ||||||
ü | Require Strong Stock Ownership and Retention of Equity | |||||||
ü | Provide for a Strong Clawback Policy Covering Both Cash and Equity Incentives (page | |||||||
ü | Require Double Trigger Change-in-Control Provisions (page | Our change-in-control agreements, Executive Severance Plan, and long-term incentive awards require both a change-in-control and a qualifying termination of employment (so-called “double trigger”) to trigger payment. No awards or benefits are paid only upon a | ||||||
ü | Use an Independent Compensation Consultant (page | The CHR Committee | ||||||
ü | Listen to and Engage with Our Shareholders (pages | We conduct an annual advisory Say-on-Pay vote |
2022 Proxy Statement | 73 |
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 | ||||||
X | No Employment Agreements for Executive Officers | Our executive officers are at-will employees with no employment contracts. | ||||||
X | No Tax Gross-Ups on Perquisites (“Perks”) | We do not provide tax gross-ups to | ||||||
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 | We do not pay dividends or dividend equivalents on shares or units that are not | ||||||
X | No Excessive Perks |
74 |
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 | |||||||
•Compares compensation •Reviews and determines the compensation peer group on an annual basis. For more information about our compensation peer group, see page 90 in the Other Policies and Practices Impacting Compensation Decisions subsection. | •Initiates discussion of compensation plan design for the coming year. Potential plan changes are discussed based on previous effectiveness evaluations. •Members of the •Uses these discussions to facilitate the |
2. Set Pay Levels and Targets | ||||||||
During the first quarter, the CHR Committee generally establishes current compensation by targeting pay levels, as well as the performance requirements executives must achieve in order to receive performance-based pay elements: | ||||||||
Set Competitive Target Pay Levels | Establish Incentive Plan Metrics, Targets, and Other Requirements | |||||||
•Considers, but does not specifically target, the 50th percentile of total direct compensation (the sum of base salary, talent. | •Requires budgeted performance levels to generally be achieved for target payout levels to be paid. Corporate financial performance is modeled •Sets meaningful threshold and maximum performance levels |
3. Assess Risks and Shareholder and Other Stakeholder Feedback | ||||||||
During the second and third quarters, the CHR Committee focuses on internal performance assessments, risk assessments of compensation, | ||||||||
Internal Assessments | External Feedback Reviews | |||||||
•With the assistance of its independent compensation consultant, | •With the assistance of its independent compensation consultant, •Reviews compensation assessments from Institutional Shareholder Services, Glass Lewis, and other external sources and feedback from individual shareholders |
4. Evaluate and Certify Company Performance and NEO Compensation | ||||||||
During the fourth quarter of the current year and the first quarter of the following year, the CHR Committee considers items related to both current year compensation | ||||||||
Evaluate Company Performance | Certify Company Performance and Calculate Compensation | |||||||
•In the fourth quarter, •Begins to evaluate qualitative performance factors and separately, in executive session with only CHR Committee members present, participates in a detailed performance | •In the first quarter of the following year, after performance results are known and calculated, •After decisions are made, |
Name | Principal Position | ||||
John M. Turner, Jr. | President and CEO (“CEO”) | ||||
David J. Turner, Jr. | Chief Financial Officer (“CFO”) | ||||
C. Matthew Lusco | Chief Risk Officer (“CRO”) | ||||
Ronald G. Smith | Head of Corporate Banking Group | ||||
David R. Keenan | Chief Administrative and Human Resources Officer (“CAHRO”) |
COMPENSATION DISCUSSION AND ANALYSIS |
76 | 2022 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Component | Key Compensation and Performance Decisions | |||||||
2021 Base Salaries | In early 2021, after consideration of market benchmark data for the roles and in consultation with its independent compensation consultant, the CHR Committee determined to keep base salaries at the prior year’s level for all NEOs. | |||||||
Annual Cash Incentive Compensation Awards | 2021 NEO Targets: •The target incentive opportunity for our NEOs remained at the prior year’s level. | Company Performance (70%): •Subject to meeting certain capital and liquidity performance thresholds. •Strong corporate performance compared to 2021 goals resulted in the achievement of 183 percent of target expectations, generating annual incentive payments above target. Individual Performance (30%): •Individual performance ranged from 140 percent to 175 percent of goal. In | ||||||
Long-Term Incentives | 2021 NEO Targets: •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. D. Turner, Mr. Smith, and Mr. Keenan and a $250,000 increase for Mr. J. Turner. •Consistent with previous years, long-term incentive grants were divided equally among restricted stock units, performance share units, and performance cash units. •Long-term incentive performance is measured on the absolute and relative performance of ROATCE. | Company Performance: •Subject to meeting certain capital and liquidity performance thresholds. •While the CHR Committee considers the grants made in 2021 to be current-year compensation, it is important to also recognize and evaluate the impact of performance on prior years’ awards in ensuring executive compensation is in line with performance. •For the three-year performance period ending December 31, 2021, the CHR Committee determined based on results that the 2019-2021 long-term incentive awards (granted in April 2019) will pay out at 94 percent of target. •The 2019-2021 long-term incentive performance metrics and goals were not modified. |
2022 Proxy Statement | 77 |
COMPENSATION DISCUSSION AND ANALYSIS |
Base Salary Change | 2019 Annualized Base Salary | 2019 Annual Incentive(1) | 2019 Long-Term Incentive | 2019 Total Target Compensation (2) | Base Salary Change | 2021 Annualized Base Salary | 2021 Annual Incentive(1) | 2021 Long-Term Incentive | 2021 Total Target Compensation(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Previous Target | 2019 Target | Target Annual Incentive | Target Change | Target | Name | Previous Target | 2021 Target | Target Annual Incentive | Target Change | Target | ||||||||||||||||||||||||||||||||||||||||||||||||
John M. Turner, Jr. | ñ | 2.6 | % | $ | 975,000 | ñ | 160 | % | 170 | % | $ | 1,657,500 | ó | $ | — | $ | 4,375,000 | $ | 7,007,500 | John M. Turner, Jr. | ó | —% | $ | 1,000,000 | ó | 170% | $ | 1,700,000 | ñ | $ | 250,000 | $ | 5,250,000 | $ | 7,950,000 | ||||||||||||||||||||||||
David J. Turner, Jr. | ó | — | % | $ | 664,200 | ó | 115 | % | 115 | % | $ | 763,830 | ñ | $ | 200,000 | $ | 1,400,000 | $ | 2,828,030 | David J. Turner, Jr. | ó | —% | $ | 664,200 | ó | 115% | $ | 763,830 | ñ | $ | 100,000 | $ | 1,500,000 | $ | 2,928,030 | ||||||||||||||||||||||||
John B. Owen | ó | — | % | $ | 700,000 | ó | 115 | % | 115 | % | $ | 805,000 | ñ | $ | 200,000 | $ | 1,400,000 | $ | 2,905,000 | ||||||||||||||||||||||||||||||||||||||||
C. Matthew Lusco | ó | — | % | $ | 584,250 | ó | 115 | % | 115 | % | $ | 671,888 | ó | $ | — | $ | 1,200,000 | $ | 2,456,138 | C. Matthew Lusco | ó | —% | $ | 584,250 | ó | 115% | $ | 671,888 | ó | $ | — | $ | 1,200,000 | $ | 2,456,138 | ||||||||||||||||||||||||
Fournier J. Gale, III | ó | — | % | $ | 584,045 | ó | 115 | % | 115 | % | $ | 671,652 | ó | $ | — | $ | 1,200,000 | $ | 2,455,697 | ||||||||||||||||||||||||||||||||||||||||
Ronald G. Smith | Ronald G. Smith | ó | —% | $ | 535,000 | ó | 115% | $ | 615,250 | ñ | $ | 100,000 | $ | 1,000,000 | $ | 2,150,250 | |||||||||||||||||||||||||||||||||||||||||||
David R. Keenan | David R. Keenan | ó | —% | $ | 530,000 | ó | 115% | $ | 609,500 | ñ | $ | 100,000 | $ | 1,000,000 | $ | 2,139,500 |
78 | 2022 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
Plan | Annual Incentive Plan | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Plan Components | 70% Corporate Performance | + | 30% Individual Performance | = | Total Performance | ||||||||||||||||||||||||||||||||||||||||||||||||
Performance Metrics | 50% Adjusted Net Income | 50% Adjusted Efficiency Ratio | Strengthen Financial Performance | Enhance Risk Management | Focus on the Customer | Build the Best Team | Continuous Improvement | ||||||||||||||||||||||||||||||||||||||||||||||
Modifier | Customer Service (+/- 10%) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Safety & Soundness Requirements | Capital & Liquidity Thresholds (up to -40%) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2022 Proxy Statement | 79 |
COMPENSATION DISCUSSION AND ANALYSIS |
Absolute Performance Against Internal Targets | ||||||||||||||||||||||||||
2021 Goal Achievements | ||||||||||||||||||||||||||
Performance Metric | Threshold | Target | Maximum | Attainment | % of Goal | |||||||||||||||||||||
Weighting | Profitability Metrics | |||||||||||||||||||||||||
50% | Adjusted Efficiency Ratio (1) | 61.9% | 58.9% | 56.4% | 57.3% | 145.3% | = | 173% | ||||||||||||||||||
50% | Adjusted Net Income ($ millions) (1) | $958 | $1,277 | $1,532 | $1,882 | 200.0% | ||||||||||||||||||||
Plus or minus10 points | Customer Service Metrics Modifier •Minus 1 point for every percentile below the 70th percentile, maximum 10 points •No modification between 70th and 80th percentile •Add 1 point for every percentile above the 80th percentile, maximum 10 points | >90th | Maximum | = | 10% | |||||||||||||||||||||
TOTAL CORPORATE PERFORMANCE | 183% |
Absolute Performance Against Internal Targets | ||||||||
2019 Goal Achievements | ||||||||
Performance Metric | Threshold | Target | Maximum | Attainment | % of Goal | |||
Weighting | Profitability Metrics | |||||||
25% | Adjusted Return on Average Tangible Common Equity from Continuing Operations (1) | 15.33% | 18.04% | 19.84% | 17.40% | 93.8% | = | 96% |
25% | Adjusted Income from Continuing Operations Available to Common Shareholders ($ millions) (1) | $1,347 | $1,585 | $1,743 | $1,530 | 93.9% | ||
50% | Adjusted Efficiency Ratio (2) | 60.2% | 57.9% | 56.4% | 58.0% | 98.2% | ||
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 | 70th - 80th | 90th | >90th | Maximum | = | 10% |
TOTAL CORPORATE PERFORMANCE | 106% |
Required Reductions | Goal | Result | Required Reduction Indicated? | |||||||||||||||||
Primary Liquidity | Low Risk or Better | Low Risk | NO | |||||||||||||||||
Capital Action Decision Tree Status | Monitoring or Deploy | NO |
80 | 2022 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
Name | Individual Performance Rating | Comments | ||||||
John M. Turner, Jr. | ◦Reported the ◦Increased new corporate loan production by approximately 30 percent and generated record annual capital markets revenue •2021 net retail account growth exceeded the previous three years combined and represents an annual growth rate that is three times higher than pre-pandemic levels •Created new revenue streams by successfully •Established the management level ESG Leadership Council and enhanced ESG-related disclosures through the | |||||||
David J. Turner, Jr. | •Drove $460 million in net revenue through hedging and •Supported the Women in •Developed capital allocation process and reporting with the Corporate Banking Group to assist Relationship Managers in •Improved strategic financial planning and | |||||||
C. Matthew Lusco | •Effectively partnered with the Information Technology Team on IT and cyber risk •Worked with the NonFinancial Risk team leading an initiative to evaluate our control •Credit risk management and •Developed and launched the Women of Risk | |||||||
COMPENSATION DISCUSSION AND ANALYSIS |
Name | Individual Performance Rating | Comments | ||||||
Ronald G. Smith | 175% | •Achieved historical highs in multiple financial performance categories for the Corporate Banking Group including revenue and pretax income, which both exceeded targets by double digit percentages •Successfully diversified revenue opportunities through the acquisition of two new businesses during 2021, Sabal Capital Partners and Clearsight Advisors. Continued integration of Ascentium Capital which strongly outperformed revenue and profitability targets •Advanced our efforts related to the Paycheck Protection Program including new loan disbursements, establishing a forgiveness platform, reducing balances, and achieving forgiveness for more than 87% of our PPP customers (well above the industry average of 78% for entities originating more than $5 billion in PPP volume) •Served as Co-Sponsor with Risk Leadership to develop “Sustainable Finance” initiatives focused on ESG solutions through Solar Tax Equity, New Markets and Affordable Housing Finance Teams •Led and facilitated DEI learning opportunities for associates who identify as Indigenous or Native American •Prioritized diverse recruiting and meaningfully increased diverse representation in key Corporate Banking Group leadership roles | ||||||
David R. Keenan | 140% | •Corporate Real Estate reduced occupancy by 4%, and reduced overall square footage by 831,000 square feet •Procurement achieved a reduction in 3rd party spend of $33 million and annual contract savings of over $18 million •Supported the acquisition and integration of multiple units, including EnerBank, Sabal Capital Partners, and Clearsight Advisors •Received the Exceptional Workplace Award from Gallup for top associate engagement performance for the 7th year in a row; received the Clifton Strengths-based Culture Award; certified by the Great Place to Work organization due to overall cultural excellence •Enhanced our employer brand through recruiting channels, leading to placement of over 6,000 positions throughout the year •Expanded DEI networks receiving numerous accolades including Best Places to work for the LGBTQ+, Military Friendly Employer, DiversityInc. and identified by the Birmingham Business Journal as a Leader in Diversity •Led the Company’s response to the pandemic to ensure that associate care, effective ways of working, and appropriate use of facility space occurred in a manner that supported our business objectives |
Name | 2021 Target Incentive(1) | Total Incentive Received | ||||||
John M. Turner, Jr. | $1,700,000 | $3,044,700 | ||||||
David J. Turner, Jr. | $763,830 | $1,322,190 | ||||||
C. Matthew Lusco | $671,888 | $1,142,881 | ||||||
Ronald G. Smith | $615,250 | $1,111,142 | ||||||
David R. Keenan | $609,500 | $1,036,760 |
Name | 2019 Target Incentive(1) | Total Incentive Received | ||||
John M. Turner, Jr. | $1,646,875 | $1,839,559 | ||||
David J. Turner, Jr. | $763,830 | $864,656 | ||||
John B. Owen | $805,000 | $923,335 | ||||
C. Matthew Lusco | $671,888 | $740,420 | ||||
Fournier J. Gale, III | $671,652 | $699,861 |
82 | 2022 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
Name | Total Targeted LTIP Economic Value1 | Value of RSUs2 | Value of PSUs2 | Value of PCUs | |||||||||||||
John M. Turner, Jr. | ñ | $5,250,000 | $1,750,000 | $1,750,000 | $1,750,000 | ||||||||||||
David J. Turner, Jr. | 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 | ñ | $1,000,000 | $333,334 | $333,334 | $333,333 | ||||||||||||
David R. Keenan | ñ | $1,000,000 | $333,334 | $333,334 | $333,333 |
Name | Total Targeted LTIP Economic Value | Value of RSUs | Value of PSUs | Value of Performance- Based Cash Units | |||||||||
John M. Turner, Jr. | ñ | $4,375,000 | $1,458,334 | $1,458,334 | $1,458,333 | ||||||||
David J. Turner, Jr. | ñ | $1,400,000 | $466,667 | $466,667 | $466,666 | ||||||||
John B. Owen | ñ | $1,400,000 | $466,667 | $466,667 | $466,666 | ||||||||
C. Matthew Lusco | ó | $1,200,000 | $400,000 | $400,000 | $400,000 | ||||||||
Fournier J. Gale, III | ó | $1,200,000 | $400,000 | $400,000 | $400,000 |
2022 Proxy Statement | 83 |
COMPENSATION DISCUSSION AND ANALYSIS |
Plan | Long-Term Incentive Plan | ||||||||||||||||||||||
Grant Types | 33.33% Restricted Stock Unit Awards | 66.67% Performance Based Awards | |||||||||||||||||||||
33.33% Performance Share Unit Awards | 33.33% Performance Cash Unit Awards | ||||||||||||||||||||||
Performance Metrics | Value may change based on stock price | 100% Return on Average Tangible Common Equity Compared against internal goals (50%) and peer performance (50%) | |||||||||||||||||||||
Safety & Soundness Requirements | Capital & Liquidity Thresholds (up to -40%) | ||||||||||||||||||||||
ROATCE Metric — 100% Weight | ||||||||||||||||||||
Peer Group | Payout Opportunity for ROATCE Goal | |||||||||||||||||||
Max | 75 %ile | 50% | 75% | 100% | 125% | 150% | ||||||||||||||
Target | 50 %ile | 25% | 50% | 75% | 100% | 125% | ||||||||||||||
Thresh. | 25 %ile | 0% | 25% | 50% | 75% | 100% | ||||||||||||||
Significantly Below Target | Below Target | Slightly Below Target | Target | Above Target | ||||||||||||||||
Regions’ Absolute ROATCE (3-year average) |
2022 Proxy Statement |
EPS Growth Metric — 50% Weight | ROATCE Metric — 50% Weight | |||||||||||||
Peer Group | Payout Opportunity for EPS Goal | Peer Group | Payout Opportunity for ROATCE Goal | |||||||||||
Max | 75 %ile | 50% | 75% | 100% | 125% | 150% | Max | 75 %ile | 50% | 75% | 100% | 125% | 150% | |
Target | 50 %ile | 25% | 50% | 75% | 100% | 125% | Target | 50 %ile | 25% | 50% | 75% | 100% | 125% | |
Thresh. | 25 %ile | 0% | 25% | 50% | 75% | 100% | Thresh. | 25 %ile | 0% | 25% | 50% | 75% | 100% | |
Significantly Below Target | Below Target | Slightly Below Target | Target | Above Target | Significantly Below Target | Below Target | Slightly Below Target | Target | Above Target | |||||
Regions’ Absolute EPS Growth (3-year cumulative compounded growth rate) | Regions’ Absolute ROATCE (3-year average) |
COMPENSATION DISCUSSION AND ANALYSIS |
Payout of 2017-2019 Performance-Based Awards and Differences in SEC Reporting Requirements and How the CHR Committee Views Compensation | |||||||||
In order to understand the decisions made by the CHR Committee for 2019 and the value of the compensation granted to our NEOs, it is important to understand the difference between what the CHR Committee considers as current-year compensation and what SEC rules require us to report. The values of 2019 long-term awards as considered by the CHR Committee and shown in the table on page 90 differ from the values listed in the Summary Compensation Table on pages 101 through 103 and the Grants of Plan-Based Awards table on pages 104 and 105 in two important ways: (1) The first difference deals with the timing of when certain components of our compensation program are recognized as being received by the NEO. The CHR Committee considers equity denominated awards to be compensation received by the NEO in the year in which the equity denominated award is granted. This is consistent with the SEC requirement that equity denominated awards be reported in the year of grant in the Grants of Plan-Based Awards table and in the Summary Compensation Table under the “Stock Awards” column. However, though a Performance-Based Cash Unit award is granted in conjunction with the equity denominated awards, with the same performance period and vesting date, and is reported in the Grants of Plan-Based Awards table in the year of grant, SEC rules require that the Performance-Based Cash Unit award not be reported in the Summary Compensation Table until the end of the applicable performance period when the value of the cash earned, if any, is reported in the column “Non-Equity Incentive Plan Compensation.” Due to this difference, the Summary Compensation Table does not include the value of Performance-Based Cash Unit awards granted by the CHR Committee in 2019, but does include the final value in connection with Performance-Based Cash Unit awards granted in 2017 that fully vested after the performance period ended in 2019. It is important to remember that though it differs from SEC reporting rules, our CHR Committee views long-term Performance-Based Cash Unit awards as compensation in the year they are granted just as both the CHR Committee and the SEC consider grants of long-term awards that are equity-based. To understand the value reported in the Summary Compensation Table related to Performance-Based Cash Unit awards, following is a summary of the 2017 award. The 2017 Performance-Based Cash Unit award was subject to a three-year performance period that ended at December 31, 2019. The following table sets forth the performance metrics achieved for the performance period and the percent of target earned by NEOs as of the end of 2019: | |||||||||
2017 - 2019 Performance-Based Award Results | |||||||||
Performance Metrics and Weights | Target | Performance | Payout | Weight | Payout % of Target | ||||
Absolute EPS Growth (Compounded Annual Growth Rate) | 25% | 6.5% | 15.9% | 107% | 50.0% | 53.5% | |||
Relative EPS Growth | 25% | 50th percentile | 32nd percentile | ||||||
Absolute ROATCE | 25% | 9.75% | 12.57% | 121% | 50.0% | 60.5% | |||
Relative ROATCE | 25% | 50th percentile | 46th percentile | ||||||
Final Results | 114% | ||||||||
Consistent with decisions made for the 2017 performance year, the CHR Committee determined that any one-time or ongoing impact, whether positive or negative, related directly to the implementation of the 2017 Tax Cuts and Jobs Act (“Tax Reform”) would be excluded from performance calculations. In making its decision, the CHR Committee sought to consider potential accounting and/or tax deductibility impacts of the exclusion. After review of plan and grant agreement documentation and the original intent of the CHR Committee with regard to such adjustments, it was determined that the adjustments would not negatively impact either accounting or the tax deductibility of the award. Accordingly, absolute EPS Growth and ROATCE results for 2018 and 2019 were reduced by the exclusion of the positive impact of Tax Reform. Similar to the Performance-Based Cash Unit awards, the PSUs issued in 2017 used the same metrics and goals and, therefore, NEOs also earned 114 percent of target awards granted. The SEC considers this compensation reportable for 2017. Accordingly, these awards are not included in the Summary Compensation Table for 2019. (2) The second difference 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. Nevertheless, there is a difference in the values noted in the table above and the values noted 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 economic value of an award. To determine the number of PSUs and RSUs, we divide the award value granted 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 2019 was $15.09. SEC rules require us to report the grant date fair value of shares, which is the closing price of Regions common stock on the date of the grant. The value of share units granted on April 1, 2019 was $14.67 per share. For further information, page 13 includes an alternative compensation table that details the way the CHR Committee views the compensation decisions made for 2019. |
Payout of 2019-2021 Performance-Based Awards and 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 2021-2023 LTIP award as compensation given to the NEOs at the time of the grant – in April 2021. In contrast, the SEC views only the equity denominated portion of the award to be 2021 compensation and will not consider the performance-based cash unit awards (PCUs) to be compensation until the end of the performance period when the LTIP awards fully vest. Due to this difference, the equity denominated awards (PSUs and RSUs) are reported in the Summary Compensation Table under the “Stock Awards” column in the year the grant is made. However, the PCUs, 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 2023. •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 below 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 2021 was $20.94. SEC rules require us to report in our tables, however, the grant date fair value of shares. For grants made in 2021, the fair value for RSUs and PSUs was the closing price on the date of grant, which was $21.06 per share. •The CHR Committee considers the entirety of the 2019-2021 LTIP award as compensation given to the NEOs at the time of the grant – in April 2019. 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 2019 PCU awards in its totals and does not include the similar grant values from PCUs granted as a part of the 2021 grant cycle described on page 84. To understand the value reported in the Summary Compensation Table related to PCU awards, following is a summary of the 2019 award. The 2019 PCU award was subject to a three-year performance period that ended at December 31, 2021. The following table sets forth the performance metrics achieved for the performance period and the percent of target earned by NEOs as of the end of 2021: | |||||||||||||||||||||||||||||
2019 - 2021 Performance-Based Award Results | |||||||||||||||||||||||||||||
Performance Metrics and Weights | Target | Performance | Payout | Weight | Payout % of Target | ||||||||||||||||||||||||
Absolute EPS Growth (Compounded Annual Growth Rate) | 25% | 12% | 10.6% | 113% | 50.0% | 57% | |||||||||||||||||||||||
Relative EPS Growth | 25% | 50th percentile | 96th percentile | ||||||||||||||||||||||||||
Absolute ROATCE | 25% | 18% | 14.84% | 74% | 50.0% | 37% | |||||||||||||||||||||||
Relative ROATCE | 25% | 50th percentile | 75th percentile | ||||||||||||||||||||||||||
Final Results | 94% | ||||||||||||||||||||||||||||
For further information, page 79 includes an alternative compensation table that details the way the CHR Committee views the compensation decisions made for 2021. |
2022 Proxy Statement | 85 |
COMPENSATION DISCUSSION AND ANALYSIS |
86 |
COMPENSATION DISCUSSION AND ANALYSIS |
No additional pension benefits | •2021 annual change in pension value is not due to any modifications to the existing pension program or formulas | ||||
•Regions’ Retirement Plan was closed to new participants in 2007; only approximately 13 percent of our associates remain participants in the plan | |||||
Annual changes primarily driven by macroeconomic and non-performance factor changes | •For most participants, the change is a result of an additional year of service, the passage of time, changes in discount rates, and mortality tables | ||||
•Traditional pension plans are extremely sensitive to interest rate changes, which are macroeconomic factors out of the Company’s control | |||||
•Unlike the annual and long-term incentive plans, which are performance based, pension values are driven mostly by non-performance factors | |||||
•Our SERP benefit formula is a “final average earnings” formula using the highest three consecutive years of eligible compensation. As a result, increases in eligible compensation can have a significant impact on the change in pension value when the years of higher pay replace lower values in the three year average calculation. |
2022 Proxy Statement | 87 |
COMPENSATION DISCUSSION AND ANALYSIS |
88 | 2022 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Peer Group | ||||||||
Company | 12/31/2021 Assets ($ in millions) | 12/31/2021 Market Cap ($ in millions) | ||||||
U.S. Bancorp | 573,284 | 83,356 | ||||||
PNC Financial Services Group, Inc. | 558,448 | 84,218 | ||||||
Truist Financial Corporation | 541,241 | 77,744 | ||||||
Capital One Financial Corporation | 432,381 | 60,053 | ||||||
Fifth Third Bancorp | 211,116 | 29,735 | ||||||
Citizens Financial Group Incorporated | 188,409 | 19,946 | ||||||
KeyCorp | 186,346 | 21,484 | ||||||
Huntington Bancshares Incorporated | 174,064 | 22,170 | ||||||
Regions Financial Corporation | 162,938 | 20,536 | ||||||
M&T Bank Corporation | 155,107 | 19,767 | ||||||
Comerica Incorporated | 94,616 | 11,370 | ||||||
Zions Bancorporation | 93,200 | 9,577 | ||||||
First Horizon Corporation | 89,092 | 8,720 | ||||||
Synovus Financial Corporation | 57,317 | 6,942 |
2022 Proxy Statement | 89 |
Compensation Peer Group | ||
Company | 12/31/2019 Assets ($ in millions) | 12/31/2019 Market Cap ($ in millions) |
U.S. Bancorp | 495,426 | 90,951 |
BB&T Corporation (remains in peer group as Truist Financial Corporation) | 473,078 | 75,591 |
The PNC Financial Services Group, Inc. | 410,295 | 69,120 |
Capital One Financial Corporation | 390,365 | 46,989 |
SunTrust Banks, Inc. (removed from peer group following merger with BB&T) | ||
Fifth Third Bancorp | 169,369 | 21,792 |
Citizens Financial Group | 165,733 | 17,589 |
KeyCorp | 144,988 | 19,778 |
Regions Financial Corporation | 126,240 | 16,422 |
M&T Bank Corporation | 119,873 | 22,167 |
Huntington Bancshares Incorporated | 109,002 | 15,382 |
Comerica Incorporated | 73,402 | 10,195 |
Zions Bancorporation | 69,172 | 8,570 |
COMPENSATION DISCUSSION AND ANALYSIS |
Performance Peer Group | ||||||||||
Company | 12/31/2019 Assets ($ in millions) | 12/31/2019 Market Cap ($ in millions) | Company | 12/31/2021 Assets ($ in millions) | 12/31/2021 Market Cap ($ in millions) | |||||
U.S. Bancorp | 495,426 | 90,951 | U.S. Bancorp | 573,284 | 83,356 | |||||
BB&T Corporation (remains in peer group as Truist Financial Corporation) | 473,078 | 75,591 | ||||||||
The PNC Financial Services Group, Inc. | 410,295 | 69,120 | ||||||||
SunTrust Banks, Inc. (removed from peer group as a result of the merger with BB&T) | ||||||||||
PNC Financial Services Group, Inc. | PNC Financial Services Group, Inc. | 558,448 | 84,218 | |||||||
Truist Financial Corporation | Truist Financial Corporation | 541,241 | 77,744 | |||||||
Fifth Third Bancorp | 169,369 | 21,792 | Fifth Third Bancorp | 211,116 | 29,735 | |||||
Citizens Financial Group | 165,733 | 17,589 | ||||||||
Citizens Financial Group Incorporated | Citizens Financial Group Incorporated | 188,409 | 19,946 | |||||||
KeyCorp | 144,988 | 19,778 | KeyCorp | 186,346 | 21,484 | |||||
Huntington Bancshares Incorporated | Huntington Bancshares Incorporated | 174,064 | 22,170 | |||||||
Regions Financial Corporation | 126,240 | 16,422 | Regions Financial Corporation | 162,938 | 20,536 | |||||
M&T Bank Corporation | 119,873 | 22,167 | M&T Bank Corporation | 155,107 | 19,767 | |||||
Huntington Bancshares Incorporated | 109,002 | 15,382 | ||||||||
Comerica Incorporated | 73,402 | 10,195 | Comerica Incorporated | 94,616 | 11,370 | |||||
Zions Bancorporation | 69,172 | 8,570 | Zions Bancorporation | 93,200 | 9,577 | |||||
Synovus Financial Corp. | 48,203 | 5,769 | ||||||||
First Horizon National Corporation | 43,311 | 5,158 | ||||||||
First Horizon Corporation | First Horizon Corporation | 89,092 | 8,720 | |||||||
Synovus Financial Corporation | Synovus Financial Corporation | 57,317 | 6,942 | |||||||
Hancock Whitney Corporation | 30,601 | 3,840 | Hancock Whitney Corporation | 36,531 | 4,339 |
Regions’ Clawback Policy is reviewed at least annually by the CHR Committee. |
90 | 2022 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
The risks arising from our compensation plans, policies, and practices are not reasonably likely to have a material adverse effect on the Company. |
2022 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 | 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 | $ | 5,850,000 | Yes | 116 | % | John M. Turner, Jr. | 6 X Base Pay | $6,000,000 | Yes | 296% | ||||||||||
David J. Turner, Jr. | 3 X Base Pay | $ | 1,992,600 | Yes | 245 | % | David J. Turner, Jr. | 3 X Base Pay | $1,992,600 | Yes | 388% | ||||||||||
John B. Owen | 3 X Base Pay | $ | 2,100,000 | Yes | 127 | % | |||||||||||||||
C. Matthew Lusco | 3 X Base Pay | $ | 1,752,750 | Yes | 226 | % | C. Matthew Lusco | 3 X Base Pay | $1,752,750 | Yes | 340% | ||||||||||
Fournier J. Gale, III | 3 X Base Pay | $ | 1,752,135 | Yes | 120 | % | |||||||||||||||
Ronald G. Smith | Ronald G. Smith | 3 X Base Pay | $1,605,000 | Yes | 507% | ||||||||||||||||
David R. Keenan | David R. Keenan | 3 X Base Pay | $1,590,000 | Yes | 123% |
Regions’ policy prohibits hedging and the pledging of Regions equity securities as collateral. |
92 |
COMPENSATION DISCUSSION AND ANALYSIS |
2022 Proxy Statement | 93 |
COMPENSATION OF EXECUTIVE OFFICERS |
Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) | All Other Compensation ($) (4) | Total ($) | ||||||||
John M. Turner, Jr. President and Chief Executive Officer | 2019 | 968,750 | — | 2,835,476 | — | 2,295,559 | 6,821,591 | 193,891 | 13,115,267 | ||||||||
2018 | 806,250 | — | 1,098,317 | — | 2,230,019 | 3,142,908 | 120,129 | 7,397,623 | |||||||||
2017 | 585,000 | — | 790,790 | — | 1,339,896 | 152,783 | 101,214 | 4,344,738 | |||||||||
David J. Turner, Jr. Chief Financial Officer | 2019 | 664,200 | — | 907,369 | — | 1,320,656 | 1,526,566 | 120,101 | 4,538,892 | ||||||||
2018 | 664,200 | — | 878,653 | — | 1,683,937 | 140,855 | 92,790 | 3,460,436 | |||||||||
2017 | 660,150 | — | 790,790 | — | 1,540,806 | 885,279 | 97,843 | 3,974,868 | |||||||||
John B. Owen Chief Operating Officer | 2019 | 700,000 | — | 907,369 | — | 1,379,335 | 3,333,674 | 125,670 | 6,446,048 | ||||||||
2018 | 695,150 | — | 878,653 | — | 1,763,088 | 1,172,687 | 106,756 | 4,616,334 | |||||||||
2017 | 676,450 | — | 790,790 | — | 1,540,806 | 885,279 | 97,843 | 3,974,868 | |||||||||
C. Matthew Lusco Chief Risk Officer | 2019 | 584,250 | — | 777,745 | — | 1,196,420 | 1,263,719 | 121,882 | 3,944,016 | ||||||||
2018 | 584,250 | — | 753,132 | — | 1,541,426 | 756,268 | 99,485 | 3,734,560 | |||||||||
2017 | 580,688 | — | 790,790 | — | 1,403,486 | 403,527 | 100,628 | 3,279,119 | |||||||||
Fournier J. Gale, III General Counsel and Corporate Secretary | 2019 | 584,045 | — | 777,745 | — | 1,155,861 | — | 132,912 | 2,650,563 | ||||||||
2018 | 584,045 | — | 753,132 | — | 1,395,911 | — | 120,646 | 2,853,734 | |||||||||
2017 | 581,534 | — | 790,790 | — | 1,285,758 | — | 124,564 | 2,782,646 |
2019 Annual Equity Grant (PSUs & RSUs) | Total Stock Awards Value ($) | |||||
PSUs ($/units) (a) | RSUs ($/units) (b) | |||||
Name | Performance Stock Units ($) | Performance Stock Units (#) | Restricted Stock Units ($) | Restricted Stock Units (#) | ||
John M. Turner, Jr. | 1,417,738 | 96,642 | 1,417,738 | 96,642 | 2,835,476 | |
David J. Turner, Jr. | 453,684 | 30,926 | 453,684 | 30,926 | 907,369 | |
John B. Owen | 453,684 | 30,926 | 453,684 | 30,926 | 907,369 | |
C. Matthew Lusco | 388,872 | 26,508 | 388,872 | 26,508 | 777,745 | |
Fournier J. Gale, III | 388,872 | 26,508 | 388,872 | 26,508 | 777,745 |
Name & Principal Position | Year | Salary ($) | Stock Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) (6) | Total ($) | Total Without Change in Pension Value ($) * | ||||||||||||||||||
John M. Turner, Jr. President and Chief Executive Officer | 2021 | 1,000,000 | 3,767,112 | 3,593,033 | 4,883,636 | 200,796 | 13,444,577 | 8,560,941 | ||||||||||||||||||
2020 | 993,558 | 3,328,484 | 2,405,050 | 6,914,629 | 190,795 | 13,832,516 | 6,917,887 | |||||||||||||||||||
2019 | 968,750 | 2,835,476 | 2,295,559 | 6,821,591 | 193,891 | 13,115,267 | 6,293,676 | |||||||||||||||||||
David J. Turner, Jr. Chief Financial Officer | 2021 | 664,200 | 1,203,375 | 1,760,857 | — | 105,285 | 3,733,717 | 3,733,717 | ||||||||||||||||||
2020 | 664,200 | 931,963 | 1,299,922 | 1,821,210 | 100,843 | 4,818,138 | 2,996,928 | |||||||||||||||||||
2019 | 664,200 | 907,369 | 1,320,656 | 1,526,566 | 120,101 | 4,538,892 | 3,012,326 | |||||||||||||||||||
C. Matthew Lusco Chief Risk Officer | 2021 | 584,250 | 973,989 | 1,518,881 | 427,811 | 94,736 | 3,599,667 | 3,171,856 | ||||||||||||||||||
2020 | 584,250 | 798,840 | 1,102,826 | 723,405 | 100,729 | 3,310,050 | 2,586,645 | |||||||||||||||||||
2019 | 584,250 | 777,745 | 1,196,420 | 1,263,719 | 121,882 | 3,944,016 | 2,680,297 | |||||||||||||||||||
Ronald G. Smith (1) Head of Corporate Banking Group | 2021 | 535,000 | 797,503 | 1,393,142 | 726,782 | 85,995 | 3,538,422 | 2,811,640 | ||||||||||||||||||
2020 | 526,772 | 599,135 | 966,396 | 918,322 | 83,518 | 3,094,143 | 2,175,821 | |||||||||||||||||||
2019 | — | — | — | — | — | — | — | |||||||||||||||||||
David R. Keenan (2) Chief Administrative and Human Resources Officer | 2021 | 530,000 | 769,283 | 1,256,093 | 691,913 | 78,340 | 3,325,629 | 2,633,716 | ||||||||||||||||||
2020 | — | — | — | — | — | — | — | |||||||||||||||||||
2019 | — | — | — | — | — | — | — |
2021 Annual Equity Grant (PSUs & RSUs) | 2018-2020 PSU Award Modification | Total Stock Awards Value ($) | |||||||||||||||||||||||||||
PSUs ($/units) (a) | RSUs ($/units) (b) | PSUs ($/units) (c) | |||||||||||||||||||||||||||
Name | Performance Stock Units ($) | Performance Stock Units (#) | Restricted Stock Units ($) | Restricted Stock Units (#) | Performance Stock Units ($) | Performance Stock Units (#) | |||||||||||||||||||||||
John M. Turner, Jr. | 1,760,026 | 83,572 | 1,760,026 | 83,572 | 247,059 | 13,911 | 3,767,112 | ||||||||||||||||||||||
David J. Turner, Jr. | 502,871 | 23,878 | 502,871 | 23,878 | 197,633 | 11,128 | 1,203,375 | ||||||||||||||||||||||
C. Matthew Lusco | 402,288 | 19,102 | 402,288 | 19,102 | 169,413 | 9,539 | 973,989 | ||||||||||||||||||||||
Ronald G. Smith | 335,233 | 15,918 | 335,233 | 15,918 | 127,037 | 7,153 | 797,503 | ||||||||||||||||||||||
David R. Keenan | 335,233 | 15,918 | 335,233 | 15,918 | 98,817 | 5,564 | 769,283 |
2022 Proxy Statement | 95 |
COMPENSATION OF EXECUTIVE OFFICERS |
Non-equity Incentive Plan Compensation | |||||||||||
Name | 2021 Annual Cash Incentive ($) | Value of 2019 Performance Cash Units at 12/31/21 ($) (a) | Total ($) | ||||||||
John M. Turner Jr. | 3,044,700 | 548,333 | 3,593,033 | ||||||||
David J. Turner, Jr. | 1,322,190 | 438,667 | 1,760,857 | ||||||||
C. Matthew Lusco | 1,142,881 | 376,000 | 1,518,881 | ||||||||
Ronald G. Smith | 1,111,142 | 282,000 | 1,393,142 | ||||||||
David R. Keenan | 1,036,760 | 219,333 | 1,256,093 |
Non-equity Incentive Plan Compensation | |||
Name | 2019 Annual Cash Incentive ($) | Value of 2017 Performance Cash Units at 12/31/19 ($) (a) | Total ($) |
John M. Turner Jr. | 1,839,559 | 456,000 | 2,295,559 |
David J. Turner, Jr. | 864,656 | 456,000 | 1,320,656 |
John B. Owen | 923,335 | 456,000 | 1,379,335 |
C. Matthew Lusco | 740,420 | 456,000 | 1,196,420 |
Fournier J. Gale, III | 699,861 | 456,000 | 1,155,861 |
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 ($) | ||||||||||||
John M. Turner, Jr. | 53,618 | 14,500 | 126,878 | 5,800 | 200,796 | ||||||||||||
David J. Turner, Jr. | 30,179 | 14,500 | 60,606 | — | 105,285 | ||||||||||||
C. Matthew Lusco | 24,382 | 14,500 | 50,054 | 5,800 | 94,736 | ||||||||||||
Ronald G. Smith | 25,775 | 14,500 | 45,720 | — | 85,995 | ||||||||||||
David R. Keenan | 19,347 | 14,500 | 44,493 | — | 78,340 |
Name | Life Insurance, Perquisites and Other Personal Benefits ($)(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. | 47,103 | 14,000 | 127,188 | 5,600 | 193,891 | |
David J. Turner, Jr. | 27,694 | 14,000 | 78,407 | — | 120,101 | |
John B. Owen | 21,915 | 15,200 | 82,955 | 5,600 | 125,670 | |
C. Matthew Lusco | 37,030 | 18,000 | 61,252 | 5,600 | 121,882 | |
Fournier J. Gale, III | 22,390 | 15,200 | 63,223 | 32,099 | 132,912 |
96 | 2022 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 ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||
John M. Turner, Jr. | 01/01/21 (3) | — | 1,700,000 | 3,400,000 | |||||||||||||||||||||||||||||||
02/02/21 (4) | 13,911 | — | — | 247,059 | |||||||||||||||||||||||||||||||
04/01/21 (5) | — | 1,750,000 | 2,625,000 | — | 83,572 | 125,358 | 83,572 | — | — | 3,520,053 | |||||||||||||||||||||||||
David J. Turner, Jr. | 01/01/21 (3) | — | 763,830 | 1,527,660 | |||||||||||||||||||||||||||||||
02/02/21 (4) | 11,128 | — | — | 197,633 | |||||||||||||||||||||||||||||||
04/01/21 (5) | — | 500,000 | 750,000 | — | 23,878 | 35,817 | 23,878 | — | — | 1,005,741 | |||||||||||||||||||||||||
C. Matthew Lusco | 01/01/21 (3) | — | 671,888 | 1,343,776 | |||||||||||||||||||||||||||||||
02/02/21 (4) | 9,539 | — | — | 169,413 | |||||||||||||||||||||||||||||||
04/01/21 (5) | — | 400,000 | 600,000 | — | 19,102 | 28,653 | 19,102 | — | — | 804,576 | |||||||||||||||||||||||||
Ronald G. Smith | 01/01/21 (3) | — | 615,250 | 1,230,500 | |||||||||||||||||||||||||||||||
02/02/21 (4) | 7,153 | — | — | 127,037 | |||||||||||||||||||||||||||||||
04/01/21 (5) | — | 333,333 | 500,000 | — | 15,918 | 23,877 | 15,918 | — | — | 670,466 | |||||||||||||||||||||||||
David R. Keenan | 01/01/21 (3) | — | 609,500 | 1,219,000 | |||||||||||||||||||||||||||||||
02/02/21 (4) | 5,564 | — | — | 98,817 | |||||||||||||||||||||||||||||||
04/01/21 (5) | — | 333,333 | 500,000 | — | 15,918 | 23,877 | 15,918 | — | — | 670,466 |
Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) (1) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | ||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||
John M. Turner, Jr. | (2) | — | 1,646,875 | 3,293,750 | |||||||||||
04/01/19 (3) | — | 1,458,333 | 2,187,500 | — | 96,642 | 144,963 | 96,642 | — | — | 2,835,476 | |||||
David J. Turner, Jr. | (2) | — | 763,830 | 1,527,660 | |||||||||||
04/01/19 (3) | — | 466,667 | 700,001 | — | 30,926 | 46,389 | 30,926 | — | — | 907,369 | |||||
John B. Owen | (2) | — | 805,000 | 1,610,000 | |||||||||||
04/01/19 (3) | — | 466,667 | 700,001 | — | 30,926 | 46,389 | 30,926 | — | — | 907,369 | |||||
C. Matthew Lusco | (2) | — | 671,888 | 1,343,776 | |||||||||||
04/01/19 (3) | — | 400,000 | 600,000 | — | 26,508 | 39,762 | 26,508 | — | — | 777,745 | |||||
Fournier J. Gale, III | (2) | — | 671,652 | 1,343,304 | |||||||||||
04/01/19 (3) | — | 400,000 | 600,000 | — | 26,508 | 39,762 | 26,508 | — | — | 777,745 |
COMPENSATION OF EXECUTIVE OFFICERS |
Stock Awards (2) | ||||||||||||||||||||
Name | Grant Date (1) | 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. | 04/01/19 | 96,642 | 2,106,796 | 90,843 | 1,980,388 | |||||||||||||||
04/01/20 | 161,970 | 3,530,946 | — | — | ||||||||||||||||
10/14/20 | — | — | 242,955 | 5,296,419 | ||||||||||||||||
04/01/21 | 83,572 | 1,821,870 | 83,572 | 1,821,870 | ||||||||||||||||
David J. Turner, Jr. | 04/01/19 | 30,926 | 674,187 | 29,070 | 633,736 | |||||||||||||||
04/01/20 | 45,351 | 988,652 | — | — | ||||||||||||||||
10/14/20 | — | — | 68,027 | 1,482,978 | ||||||||||||||||
04/01/21 | 23,878 | 520,540 | 23,878 | 520,540 | ||||||||||||||||
C. Matthew Lusco | 04/01/19 | 26,508 | 577,874 | 24,918 | 543,202 | |||||||||||||||
04/01/20 | 38,873 | 847,431 | — | — | ||||||||||||||||
10/14/20 | — | — | 58,310 | 1,271,147 | ||||||||||||||||
04/01/21 | 19,102 | 416,424 | 19,102 | 416,424 | ||||||||||||||||
Ronald G. Smith | 04/01/19 | 19,881 | 433,406 | 18,688 | 407,401 | |||||||||||||||
04/01/20 | 29,155 | 635,579 | — | — | ||||||||||||||||
10/14/20 | — | — | 43,733 | 953,369 | ||||||||||||||||
04/01/21 | 15,918 | 347,012 | 15,918 | 347,012 | ||||||||||||||||
David R. Keenan | 04/01/19 | 15,463 | 337,093 | 14,535 | 316,868 | |||||||||||||||
04/01/20 | 29,155 | 635,579 | — | — | ||||||||||||||||
10/14/20 | — | — | 43,733 | 953,369 | ||||||||||||||||
04/01/21 | 15,918 | 347,012 | 15,918 | 347,012 |
Option Awards(1) | Stock Awards(2) | |||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(a) | Market Value of Shares or Units of Stock That Have Not Vested ($)(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. | 07/01/11 | 118,650 | — | — | 6.30 | 06/30/21 | — | — | — | — | ||||||||||
04/03/17 | — | — | — | — | — | 27,119 | 465,362 | 30,916 | 530,513 | |||||||||||
04/02/18 | — | — | — | — | — | 30,240 | 518,918 | 30,240 | 518,918 | |||||||||||
04/01/19 | — | — | — | — | — | 96,642 | 1,658,377 | 96,642 | 1,658,377 | |||||||||||
David J. Turner, Jr. | 04/03/17 | — | — | — | — | — | 27,119 | 465,362 | 30,916 | 530,513 | ||||||||||
04/02/18 | — | — | — | — | — | 24,192 | 415,135 | 24,192 | 415,135 | |||||||||||
04/01/19 | — | — | — | — | — | 30,926 | 530,690 | 30,926 | 530,690 | |||||||||||
John B. Owen | 04/03/17 | — | — | — | — | — | 27,119 | 465,362 | 30,916 | 530,513 | ||||||||||
04/02/18 | — | — | — | — | — | 24,192 | 415,135 | 24,192 | 415,135 | |||||||||||
04/01/19 | — | — | — | — | — | 30,926 | 530,690 | 30,926 | 530,690 | |||||||||||
C. Matthew Lusco | 04/03/17 | — | — | — | — | — | 27,119 | 465,362 | 30,916 | 530,513 | ||||||||||
04/02/18 | — | — | — | — | — | 20,736 | 355,830 | 20,736 | 355,830 | |||||||||||
04/01/19 | — | — | — | — | — | 26,508 | 454,877 | 26,508 | 454,877 | |||||||||||
Fournier J. Gale, III | 04/03/17 | — | — | — | — | — | 27,119 | 465,362 | 30,916 | 530,513 | ||||||||||
04/02/18 | — | — | — | — | — | 20,736 | 355,830 | 20,736 | 355,830 | |||||||||||
04/01/19 | — | — | — | — | — | 26,508 | 454,877 | 26,508 | 454,877 |
Grant Date | Vesting Schedule | Restrictions | ||||||
April | Third anniversary of the April 1, 2019 grant date | (a) RSUs are also subject to vesting that requires meeting certain capital and liquidity | ||||||
April 1, 2020 and October 14, 2020 | Third anniversary of the original April 1, 2020 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 • •For grants made on October 14, 2020, the performance period is January 1, 2020, through December 31, 2022 •For grants made on April 1, 2021, the performance period is January 1, 2021, through December 31, 2023 | ||||||
April 1, | Third anniversary of the April 1, 2021 grant date |
98 | 2022 Proxy Statement |
COMPENSATION OF EXECUTIVE OFFICERS |
Option Awards | Stock Awards | |||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||||||||
John M. Turner, Jr. | — | — | 60,178 | 1,267,349 | ||||||||||
David J. Turner, Jr. | — | — | 48,142 | 1,013,871 | ||||||||||
C. Matthew Lusco | — | — | 41,265 | 869,041 | ||||||||||
Ronald G. Smith | — | — | 30,948 | 651,765 | ||||||||||
David R. Keenan | — | — | 24,071 | 506,935 |
Option Awards | Stock Awards | |||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||
John M. Turner, Jr. | — | — | 83,230 | 1,220,984 | ||
David J. Turner, Jr. | — | — | 110,975 | 1,628,003 | ||
John B. Owen | — | — | 110,975 | 1,628,003 | ||
C. Matthew Lusco | — | — | 110,975 | 1,628,003 | ||
Fournier J. Gale, III | — | — | 83,230 | 1,220,984 |
1.3% of “Average Monthly Earnings” up to Covered Compensation | + | 1.8% of “Average Monthly Earnings” in excess of Covered Compensation | X | Years of Service up to a maximum of 30 total years |
4% of “Average Monthly Earnings” for the first 10 Years of Service | + | 1% of “Average Monthly Earnings” for every year in excess of 10 Years of Service up to a maximum of an additional 25 Service (for a maximum benefit of 65% of “Average Monthly Earnings” with 35 Years of Service) | ||||||
For purposes of this formula, “Average Monthly Earnings” has the same definition as the regular SERP benefit. |
2022 Proxy Statement | 99 |
COMPENSATION OF EXECUTIVE OFFICERS |
Pension Benefits | ||||||||||||||
Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) (1) | Payments During Last Fiscal Year ($) | ||||||||||
John M. Turner, Jr. | Regions Retirement Plan for Associates (2) | 9 | 110,064 | — | ||||||||||
Regions Post 2006 SERP (3) | 11 | 26,155,505 | — | |||||||||||
David J. Turner, Jr. | Regions Retirement Plan for Associates | 16 | 1,043,100 | — | ||||||||||
Regions Post 2006 SERP | 16 | 6,436,960 | — | |||||||||||
C. Matthew Lusco | Regions Retirement Plan for Associates (4) | N/A | N/A | N/A | ||||||||||
Regions Post 2006 SERP | 11 | 5,365,400 | — | |||||||||||
Ronald G. Smith | Regions Retirement Plan for Associates (5) | 30 | 1,659,293 | — | ||||||||||
Regions Post 2006 SERP (6) | N/A | — | (6,065,729) | |||||||||||
David R. Keenan | Regions Retirement Plan for Associates | 18 | 1,053,244 | — | ||||||||||
Regions Post 2006 SERP | 18 | 5,181,378 | — |
Pension Benefits | |||||||
Name | Plan Name | Number of Years Credited Service (#) (1) | Present Value of Accumulated Benefit ($) (2) | Payments During Last Fiscal Year ($) | |||
John M. Turner, Jr. | Regions Retirement Plan for Associates | 9 | 96,466 | — | |||
Regions Post 2006 SERP (3) | 9 | 14,370,838 | — | ||||
David J. Turner, Jr. | Regions Retirement Plan for Associates | 14 | 765,093 | — | |||
Regions Post 2006 SERP | 14 | 5,018,057 | — | ||||
John B. Owen | Regions Retirement Plan for Associates | N/A | — | — | |||
Regions Post 2006 SERP (4) | 12 | 13,047,088 | — | ||||
C. Matthew Lusco | Regions Retirement Plan for Associates | N/A | — | — | |||
Regions Post 2006 SERP (5) | 9 | 4,214,184 | — | ||||
Fournier J. Gale, III | Regions Retirement Plan for Associates | N/A | — | — | |||
Regions Post 2006 SERP | N/A | — | — |
100 | 2022 Proxy Statement |
COMPENSATION OF EXECUTIVE OFFICERS |
Nonqualified Deferred Compensation | ||||||||||||||||||||
Name | Executive Contributions in 2021 ($) (1) | Company Contributions in 2021 ($) (2) | Aggregate Earnings in 2021 ($) (3) | Aggregate Withdrawals/ Distributions ($) (4) | Aggregate Balance at December 31, 2021 ($) (5) | |||||||||||||||
John M. Turner, Jr. | Excess 401(k) Plan | 223,140 | 126,878 | 516,500 | — | 2,918,211 | ||||||||||||||
David J. Turner, Jr. | Excess 401(k) Plan | 68,720 | 60,606 | 471,284 | — | 3,440,238 | ||||||||||||||
C. Matthew Lusco | Excess 401(k) Plan | 58,936 | 50,054 | 172,869 | — | 1,429,639 | ||||||||||||||
Ronald G. Smith (6) | Excess 401(k) Plan | 621,940 | 45,720 | 153,934 | — | 12,100,908 | ||||||||||||||
David R. Keenan | Excess 401(k) Plan | 53,897 | 44,493 | 524,791 | — | 2,986,626 |
Nonqualified Deferred Compensation | |||||||
Name | Executive Contributions in 2019 ($)(1) | Company Contributions in 2019 ($)(2) | Aggregate Earnings in 2019 ($)(3) | Aggregate Withdrawals/ Distributions ($)(4) | Aggregate Balance at December 31, 2019 ($)(5) | ||
John M. Turner, Jr. | Supplemental 401(k) Plan | 137,085 | 127,188 | 252,246 | — | 1,290,348 | |
David J. Turner, Jr. | Supplemental 401(k) Plan | 103,224 | 78,407 | 485,104 | — | 2,103,492 | |
John B. Owen | Supplemental 401(k) Plan | 274,271 | 84,155 | 45,029 | — | 2,268,236 | |
C. Matthew Lusco | Supplemental 401(k) Plan | 74,690 | 67,284 | 152,759 | — | 928,265 | |
Fournier J. Gale, III | Supplemental 401(k) Plan | 64,423 | 92,747 | 90,410 | — | 1,083,064 |
2022 Proxy Statement | 101 |
COMPENSATION OF EXECUTIVE OFFICERS |
Name | Voluntary ($) | Involuntary Without Cause ($) | Early Retirement ($) | For Cause ($) | Involuntary for Good Reason Following a CIC ($)(1) | Death ($)(2) | Disability ($) | Name | Voluntary ($) | Involuntary Without Cause ($)(1) | Early Retirement ($) | For Cause ($) | Involuntary for Good Reason Following a CIC ($)(2) | Death ($) | Disability ($) | ||||||||||||||||||||||
John M. Turner, Jr. | |||||||||||||||||||||||||||||||||||||
John M. Turner, Jr.(3) | John M. Turner, Jr.(3) | ||||||||||||||||||||||||||||||||||||
Compensation: | Compensation: | ||||||||||||||||||||||||||||||||||||
Cash Severance | — | — | — | — | 7,897,500 | — | — | Cash Severance | — | — | 10,362,837 | — | — | ||||||||||||||||||||||||
Long-Term Incentive | Long-Term Incentive | ||||||||||||||||||||||||||||||||||||
Restricted Stock Units(4) | — | 856,960 | — | — | 2,642,657 | 2,642,657 | 1,771,739 | Restricted Stock Units(4) | 5,318,485 | — | 7,459,611 | 5,318,485 | |||||||||||||||||||||||||
Performance Stock Units(4) | — | 486,303 | — | — | 2,707,808 | 2,707,808 | 530,513 | Performance Stock Units(4) | 1,980,388 | — | 9,098,676 | 7,333,203 | 1,980,388 | ||||||||||||||||||||||||
Performance Cash Units | — | 418,000 | — | — | 2,497,666 | 2,497,666 | 456,000 | Performance Cash Units | 1,370,833 | — | 5,620,834 | 4,787,500 | 1,370,833 | ||||||||||||||||||||||||
Perquisites: | Perquisites: | ||||||||||||||||||||||||||||||||||||
Financial Planning(5) | — | 33,830 | — | — | 33,830 | 33,830 | 33,830 | Financial Planning(5) | 35,330 | — | 35,330 | 35,330 | 35,330 | ||||||||||||||||||||||||
Outplacement(6) | — | — | — | — | 60,000 | — | — | Outplacement(6) | — | — | 60,000 | — | — | ||||||||||||||||||||||||
Benefits: | Benefits: | ||||||||||||||||||||||||||||||||||||
Value of continued welfare benefits(8) | — | — | — | — | 30,233 | — | — | Value of continued welfare benefits(8) | — | — | 23,533 | — | — | ||||||||||||||||||||||||
Value of additional retirement benefits(9) | — | — | — | — | 17,432,098 | — | — | Value of additional retirement benefits(9) | — | — | — | — | — | ||||||||||||||||||||||||
Total: | — | 1,795,093 | — | — | 33,301,792 | 7,881,961 | 2,792,082 | Total: | 8,705,036 | — | 32,660,821 | 19,615,644 | 8,705,036 | ||||||||||||||||||||||||
David J. Turner, Jr.(3) | |||||||||||||||||||||||||||||||||||||
Compensation: | |||||||||||||||||||||||||||||||||||||
Cash Severance | — | — | — | — | 3,429,889 | — | — | ||||||||||||||||||||||||||||||
Long-Term Incentive | |||||||||||||||||||||||||||||||||||||
Restricted Stock Units(4) | 1,032,857 | 1,032,857 | 1,032,857 | — | 1,411,187 | 1,411,187 | 1,032,857 | ||||||||||||||||||||||||||||||
Performance Stock Units(4) | 530,513 | 530,513 | 530,513 | — | 1,476,338 | 1,476,338 | 530,513 | ||||||||||||||||||||||||||||||
Performance Cash Units | 456,000 | 456,000 | 456,000 | — | 1,389,334 | 1,389,334 | 456,000 | ||||||||||||||||||||||||||||||
Perquisites: | |||||||||||||||||||||||||||||||||||||
Financial Planning(5) | 33,830 | 33,830 | 33,830 | — | 33,830 | 33,830 | 33,830 |
102 | 2022 Proxy Statement |
COMPENSATION OF EXECUTIVE OFFICERS |
Name | Voluntary ($) | Involuntary Without Cause ($) | Early Retirement ($) | For Cause ($) | Involuntary for Good Reason Following a CIC ($)(1) | Death ($)(2) | Disability ($) | Name | Voluntary ($) | Involuntary Without Cause ($)(1) | Early Retirement ($) | For Cause ($) | Involuntary for Good Reason Following a CIC ($)(2) | Death ($) | Disability ($) | ||||||||||||||||||||||
Outplacement(6) | — | — | — | — | 60,000 | — | — | ||||||||||||||||||||||||||||||
280G Tax Gross-up(7) | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Benefits: | |||||||||||||||||||||||||||||||||||||
Value of continued welfare benefits(8) | — | — | — | — | 17,370 | — | — | ||||||||||||||||||||||||||||||
Value of additional retirement benefits(9) | — | — | — | — | 1,413,135 | — | — | ||||||||||||||||||||||||||||||
Total: | 2,053,200 | 2,053,200 | 2,053,200 | — | 9,231,083 | 4,310,689 | 2,053,200 | ||||||||||||||||||||||||||||||
John B. Owen(3) | |||||||||||||||||||||||||||||||||||||
David J. Turner, Jr.(3) | David J. Turner, Jr.(3) | ||||||||||||||||||||||||||||||||||||
Compensation: | Compensation: | ||||||||||||||||||||||||||||||||||||
Cash Severance | — | — | — | — | 5,413,003 | — | — | Cash Severance | — | 1,958,472 | — | — | 4,214,915 | — | — | ||||||||||||||||||||||
Long-Term Incentive | Long-Term Incentive | ||||||||||||||||||||||||||||||||||||
Restricted Stock Units(4) | 1,032,857 | 1,032,857 | 1,032,857 | — | 1,411,187 | 1,411,187 | 1,032,857 | Restricted Stock Units(4) | 1,579,702 | — | 2,183,379 | 1,579,702 | |||||||||||||||||||||||||
Performance Stock Units(4) | 530,513 | 530,513 | 530,513 | — | 1,476,338 | 1,476,338 | 530,513 | Performance Stock Units(4) | 633,736 | 633,736 | — | 2,637,254 | 2,142,928 | 633,736 | |||||||||||||||||||||||
Performance Cash Units | 456,000 | 456,000 | 456,000 | — | 1,389,334 | 1,389,334 | 456,000 | Performance Cash Units | 438,667 | 438,667 | — | 1,638,667 | 1,405,334 | 438,667 | |||||||||||||||||||||||
Perquisites: | Perquisites: | ||||||||||||||||||||||||||||||||||||
Financial Planning(5) | 33,830 | 33,830 | 33,830 | — | 33,830 | 33,830 | 33,830 | Financial Planning(5) | 35,330 | — | 35,330 | 35,330 | |||||||||||||||||||||||||
Outplacement(6) | — | — | — | — | 60,000 | — | — | Outplacement(6) | — | — | — | 60,000 | — | — | |||||||||||||||||||||||
280G Tax Gross-up(7) | — | — | — | — | 11,403,423 | — | — | 280G Tax Gross-up(7) | — | — | — | 4,092,729 | — | ||||||||||||||||||||||||
Benefits: | Benefits: | ||||||||||||||||||||||||||||||||||||
Value of continued welfare benefits(8) | — | — | — | — | 22,519 | — | — | Value of continued welfare benefits(8) | — | — | — | 25,257 | — | — | |||||||||||||||||||||||
Value of additional retirement benefits(9) | — | — | — | — | 14,028,982 | — | — | Value of additional retirement benefits(9) | — | — | — | 1,564,808 | — | — | |||||||||||||||||||||||
Total: | 2,053,200 | 2,053,200 | 2,053,200 | — | 35,238,616 | 4,310,689 | 2,053,200 | Total: | 2,687,435 | 4,645,907 | 2,687,435 | — | 16,452,339 | 5,766,971 | 2,687,435 | ||||||||||||||||||||||
C. Matthew Lusco | |||||||||||||||||||||||||||||||||||||
C. Matthew Lusco(3) | C. Matthew Lusco(3) | ||||||||||||||||||||||||||||||||||||
Compensation: | Compensation: | ||||||||||||||||||||||||||||||||||||
Cash Severance | — | — | — | — | 3,016,836 | — | — | Cash Severance | — | 1,705,932 | — | — | 3,657,172 | — | — | ||||||||||||||||||||||
Long-Term Incentive | Long-Term Incentive | ||||||||||||||||||||||||||||||||||||
Restricted Stock Units(4) | — | 619,354 | — | — | 1,276,069 | 1,276,069 | 951,786 | Restricted Stock Units(4) | 1,336,187 | — | 1,841,729 | 1,336,187 | |||||||||||||||||||||||||
Performance Stock Units(4) | — | 486,303 | — | — | 1,341,220 | 1,341,220 | 530,513 | Performance Stock Units(4) | 543,202 | 543,202 | — | 2,230,773 | 1,807,057 | 543,202 | |||||||||||||||||||||||
Performance Cash Units | — | 418,000 | — | — | 1,256,000 | 1,256,000 | 456,000 | Performance Cash Units | 376,000 | 376,000 | — | 1,376,000 | 1,176,000 | 376,000 | |||||||||||||||||||||||
Perquisites: | Perquisites: | ||||||||||||||||||||||||||||||||||||
Financial Planning(5) | — | 33,830 | — | — | 33,830 | 33,830 | 33,830 | Financial Planning(5) | 35,330 | 35,330 | 35,330 | — | 35,330 | 35,330 | |||||||||||||||||||||||
Outplacement(6) | — | — | — | — | 60,000 | — | — | Outplacement(6) | — | — | — | 60,000 | — | — | |||||||||||||||||||||||
Benefits: | Benefits: | ||||||||||||||||||||||||||||||||||||
Value of continued welfare benefits(8) | — | — | — | — | 15,013 | — | — | Value of continued welfare benefits(8) | — | — | — | 15,484 | — | — | |||||||||||||||||||||||
Value of additional retirement benefits(9) | — | — | — | — | 633,610 | — | — | Value of additional retirement benefits(9) | — | — | — | 560,484 | — | — | |||||||||||||||||||||||
Total: | — | 1,557,487 | — | — | 7,632,578 | 3,907,119 | 1,972,129 | Total: | 2,290,719 | 3,996,651 | 2,290,719 | — | 9,776,972 | 4,860,116 | 2,290,719 | ||||||||||||||||||||||
Fournier J. Gale, III | |||||||||||||||||||||||||||||||||||||
Ronald G. Smith(3) | Ronald G. Smith(3) | ||||||||||||||||||||||||||||||||||||
Compensation: | Compensation: | ||||||||||||||||||||||||||||||||||||
Cash Severance | — | — | — | — | 4,045,572 | — | — | Cash Severance | — | 1,537,246 | — | — | 3,274,238 | — | — | ||||||||||||||||||||||
Long-Term Incentive | Long-Term Incentive | ||||||||||||||||||||||||||||||||||||
Restricted Stock Units(4) | 951,786 | 951,786 | 951,786 | — | 1,276,069 | 1,276,069 | 951,786 | Restricted Stock Units(4) | 1,022,961 | — | 1,415,997 | 1,022,961 | |||||||||||||||||||||||||
Performance Stock Units(4) | 530,513 | 530,513 | 530,513 | — | 1,341,220 | 1,341,220 | 530,513 | Performance Stock Units(4) | 407,401 | — | 1,707,782 | 1,389,993 | 407,401 | ||||||||||||||||||||||||
Performance Cash Units | 456,000 | 456,000 | 456,000 | — | 1,256,000 | 1,256,000 | 456,000 | Performance Cash Units | 282,000 | — | 1,065,333 | 915,333 | 282,000 | ||||||||||||||||||||||||
Perquisites: | Perquisites: | ||||||||||||||||||||||||||||||||||||
Financial Planning(5) | 33,830 | 33,830 | 33,830 | — | 33,830 | 33,830 | 33,830 | Financial Planning(5) | 35,330 | — | 35,330 | 35,330 | 35,330 | ||||||||||||||||||||||||
Outplacement(6) | — | — | — | — | 60,000 | — | — | Outplacement(6) | — | — | 60,000 | — | — | ||||||||||||||||||||||||
280G Tax Gross-up(7) | 280G Tax Gross-up(7) | — | — | — | — | — | |||||||||||||||||||||||||||||||
Benefits: | Benefits: | ||||||||||||||||||||||||||||||||||||
Value of continued welfare benefits(8) | — | — | — | — | 22,519 | — | — | Value of continued welfare benefits(8) | — | — | 20,702 | — | — | ||||||||||||||||||||||||
Value of additional retirement benefits(9) | Value of additional retirement benefits(9) | — | — | — | — | — | |||||||||||||||||||||||||||||||
Total: | 1,972,129 | 1,972,129 | 1,972,129 | — | 8,035,210 | 3,907,119 | 1,972,129 | Total: | 1,747,692 | 3,284,938 | 1,747,692 | — | 7,579,382 | 3,756,653 | 1,747,692 | ||||||||||||||||||||||
David R. Keenan | David R. Keenan | ||||||||||||||||||||||||||||||||||||
Compensation: | Compensation: | ||||||||||||||||||||||||||||||||||||
Cash Severance | Cash Severance | — | 1,497,658 | — | — | 3,167,974 | — | — | |||||||||||||||||||||||||||||
Long-Term Incentive | Long-Term Incentive | ||||||||||||||||||||||||||||||||||||
Restricted Stock Units(4) | Restricted Stock Units(4) | — | 583,507 | — | — | 1,319,685 | 926,648 | ||||||||||||||||||||||||||||||
Performance Stock Units(4) | Performance Stock Units(4) | — | 290,462 | — | — | 1,617,249 | 1,299,459 | 316,868 | |||||||||||||||||||||||||||||
Performance Cash Units | Performance Cash Units | — | 201,055 | — | — | 1,002,666 | 852,666 | 219,333 |
COMPENSATION OF EXECUTIVE OFFICERS |
Name | Voluntary ($) | Involuntary Without Cause ($)(1) | Early Retirement ($) | For Cause ($) | Involuntary for Good Reason Following a CIC ($)(2) | Death ($) | Disability ($) | ||||||||||||||||
Perquisites: | |||||||||||||||||||||||
Financial Planning(5) | — | — | — | — | 26,480 | 26,480 | 26,480 | ||||||||||||||||
Outplacement(6) | — | — | — | — | 60,000 | — | — | ||||||||||||||||
280G Tax Gross-up(6) | — | — | — | — | 3,041,738 | — | — | ||||||||||||||||
Benefits: | |||||||||||||||||||||||
Value of continued welfare benefits(8) | — | — | — | — | 13,599 | — | — | ||||||||||||||||
Value of additional retirement benefits(9) | — | — | — | — | 1,339,096 | — | — | ||||||||||||||||
Total: | — | 2,572,682 | — | — | 11,588,487 | 3,498,290 | 1,489,329 |
(i) willful and continued failure to substantially perform reasonably assigned duties; (ii) breach of fiduciary duty or commission of a felony or a crime involving fraud or moral turpitude, material breach of any agreement; (iii) engaging in illegal conduct or misconduct; (iv) failure to cooperate with an investigation authorized by the Board, a regulatory body, or a governmental department or agency; (v) disqualification or bar by any governmental or regulatory authority from carrying out duties and responsibilities, or loss of any required licenses; or (vi) engaging in any act or omission which is a violation of Company policy. |
“cause” | (i) willful and continued failure to substantially perform reasonably assigned duties; (ii) breach of fiduciary duty involving personal profit or commission of a felony or a crime involving fraud or moral turpitude, material breach of the agreement; (iii) engaging in illegal conduct or gross misconduct that materially injures Regions; (iv) failure to materially cooperate with an investigation authorized by the Board, a regulatory body, or a governmental department or agency; or (v) disqualification or bar by any governmental or regulatory authority from carrying out duties and responsibilities, or loss of any required licenses. | ||||
“good reason” and “without cause” | (i) an adverse change in responsibilities as in effect immediately before the change-in-control; (ii) a material diminution in the budget over which the executive has control; (iii) a material breach of the compensation provisions of the agreement; or (iv) requiring the executive to move his principal place of work by more than 50 miles. | ||||
“change-in-control” | (i) an acquisition of 20% or more of the combined voting power of Regions voting securities; (ii) a change in a majority of the members of the Board; (iii) the consummation of a merger (unless voting securities of Regions outstanding immediately prior to the merger continued to represent at least 55% of the combined voting power of the voting securities of the surviving company outstanding immediately after such merger); or (iv) shareholder approval of a complete liquidation or dissolution of Regions. |
2022 Proxy Statement |
Name | Value for Targeted/Regular Years of Age and Service Credit ($) | Value for Vesting in Targeted/Regular Benefit ($) | Total Additional Value ($) | |||
John M. Turner, Jr. | 2,745,907 | 14,686,191 | 17,432,098 | |||
David J. Turner, Jr. | 1,413,135 | — | 1,413,135 | |||
John B. Owen | 737,733 | 13,291,249 | 14,028,982 | |||
C. Matthew Lusco | 633,610 | — | 633,610 | |||
Fournier J. Gale, III | — | — | — |
Name | Value for Alternative Target/Regular Years of Age and Service Credit ($) | Value for Vesting in Alternative Target/Regular Benefit ($) | Total Additional Value ($) | ||||||||
John M. Turner, Jr. | — | N/A | — | ||||||||
David J. Turner, Jr. | 1,564,808 | N/A | 1,564,808 | ||||||||
C. Matthew Lusco | 560,484 | N/A | 560,484 | ||||||||
Ronald G. Smith | — | N/A | — | ||||||||
David R. Keenan | 1,339,096 | N/A | 1,339,096 |
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 |
Benefits of Accessing Annual Meeting Materials Online | |||||
•Immediate receipt of the proxy statement, Annual Report on Form 10-K, and related materials | |||||
•Online proxy voting | |||||
•You will receive less mail and will not have to worry about misplacing your paper materials | •It saves Regions and its shareholders money by eliminating the costs of printing and postage •It is much better for the environment •Electronic documents are more convenient than paper |
If You Are: | And You Are Voting by: | Your Vote Must Be Received: | ||||||
A shareholder of record | By April | |||||||
Internet, mobile device, or telephone | By 11:59 P.M. ET on April | |||||||
A street name holder | By April | |||||||
Internet, mobile device, or telephone | By 11:59 P.M. ET on April | |||||||
A participant in Regions 401(k) Plan | Internet, mobile device, or telephone | By 11:59 P.M. ET on April |
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. |
2022 Proxy Statement | 107 |
QUESTIONS AND ANSWERS |
108 |
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 | 1,017,735,266 | |||
Total Voted | 876,674,297 | 86 | % | |
Broker Non-Votes | 153,166,267 | 14 | % |
Proposal | Votes “For” | Proposal | Votes “For” | |||
Carolyn H. Byrd | 99.59 | % | James T. Prokopanko | 98.94 | % | |
Don DeFosset | 92.89 | % | Lee J. Styslinger III | 96.87 | % | |
Samuel A. Di Piazza, Jr. | 95.02 | % | José S. Suquet | 99.55 | % | |
Eric C. Fast | 99.62 | % | John M. Turner, Jr. | 99.59 | % | |
Zhanna Golodryga | 99.50 | % | Timothy Vines | 99.55 | % | |
John D. Johns | 98.01 | % | ||||
Ruth Ann Marshall | 99.48 | % | Ratification of Selection of Auditors | 95.14 | % | |
Charles D. McCrary | 97.29 | % | Say-on-Pay | 94.70 | % |
2022 Proxy Statement | 109 |
QUESTIONS AND ANSWERS |
Proposals for inclusion in Regions’ | Director nominees for inclusion in Regions’ | Other proposals/nominees outside of SEC Rule 14a-8 to be presented at the | |||||||||
Type of Proposal | SEC rules permit shareholders to submit proposals for inclusion in our proxy statement by satisfying the requirements specified in SEC Rule 14a-8. | A shareholder (or a group of up to 20 shareholders) owning at least 3% of Regions stock for at least 3 years may submit Director nominees† for inclusion in our proxy statement by satisfying the requirements specified in Article II, Section 8 of our By-Laws.* | Shareholders may present proposals or Director nominees directly at the annual meeting (and not for inclusion in our proxy statement) by satisfying the requirements specified in Article II, Section 7 of our By-Laws.* | ||||||||
When proposal must be received by Regions | No later than the close of business on November | Between October | Between November | ||||||||
What to include | The information required by SEC Rule 14a-8. As the rules of the SEC make clear, however, simply submitting a proposal does not guarantee its inclusion. | The information required by our By-Laws.* | The information required by our By-Laws.* | ||||||||
Where to send | Regions Financial Corporation 1900 Fifth Avenue North Birmingham, Alabama 35203 Attention: Corporate Secretary |
110 | 2022 Proxy Statement |
QUESTIONS AND ANSWERS |
QUESTIONS AND ANSWERS |
APPENDIX A |
(Unaudited) ($ amounts in millions) | Year Ended December 31, 2019 | |||
Net income from continuing operations available to common shareholders (GAAP) | $ | 1,503 | ||
Adjustments: | ||||
Branch consolidation, property and equipment charges, net of tax(1) | (3) | |||
Salary and employee benefits - severance charges, net of tax(2) | 4 | |||
Loss on early extinguishment of debt, net of tax(2) | 12 | |||
Securities losses, net of tax(2) | 21 | |||
Leveraged lease termination gains, net of tax(2) | (1) | |||
Gain on sale of affordable housing residential mortgage loans, net of tax(2) | (6 | ) | ||
Adjusted income from continuing operations available to common shareholders for incentive purposes (non-GAAP) | A | $ | 1,530 | |
Average stockholders’ equity from continuing operations (GAAP) | $ | 16,082 | ||
Adjustments: | ||||
Average intangible assets (GAAP) | (4,943) | |||
Average deferred tax liability related to intangibles (GAAP) | 94 | |||
Average preferred equity (GAAP) | (1,151) | |||
Average accumulated other comprehensive income (non-GAAP)(3) | (1,291 | ) | ||
Adjusted average tangible common stockholders’ equity from continuing operations for incentive purposes (non-GAAP) | B | $ | 8,791 | |
Adjusted return on average tangible common stockholders’ equity from continuing operations for incentive purposes(non-GAAP) | A/B | 17.40 | % |
(Unaudited) ($ amounts in millions) | Year Ended December 31, 2021 |
Income before taxes (GAAP) | $ | 3,215 | ||||||
Adjustments: | ||||||||
Replace provision for (benefit from) credit losses with net charge-offs(1) | (728) | |||||||
Branch consolidation, property and equipment charges | 5 | |||||||
Salary and employee benefits - severance charges | 5 | |||||||
Loss on early extinguishment of debt | 20 | |||||||
Contribution to the | 3 | |||||||
Professional, legal and regulatory expenses | 15 | |||||||
Valuation gain on equity investment | (3) | |||||||
Bank-owned life insurance | (18) | |||||||
Securities losses | (3) | |||||||
Leveraged lease termination gains | (2) | |||||||
Adjusted income before tax for incentive purposes (non-GAAP) | 2,509 | |||||||
Income tax for adjusted net income for incentive purposes (non-GAAP)(2) | 627 | |||||||
Adjusted net income for incentive compensation purposes (non-GAAP) | $ | 1,882 |
1 | 2022 Proxy Statement |
(Unaudited) ($ amounts in millions) | Year Ended December 31, 2021 | |||||||
Net income available to common shareholders (GAAP) | $ | 2,400 | ||||||
Preferred dividends and other (GAAP) (1) | 121 | |||||||
Income tax expense (GAAP) | 694 | |||||||
Income before income taxes (GAAP) | 3,215 | |||||||
Provision for (benefit from) credit losses (GAAP) | (524) | |||||||
Pre-tax pre-provision income (non-GAAP) | 2,691 | |||||||
Other adjustments: | ||||||||
Branch consolidation, property and equipment charges | 5 | |||||||
Salary and employee benefits - severance charges | 6 | |||||||
Loss on early extinguishment of debt | 20 | |||||||
Contribution to the Regions Foundation | 3 | |||||||
Professional, legal and regulatory expenses | 15 | |||||||
Valuation gain on equity investment | (3) | |||||||
Bank-owned life insurance | (18) | |||||||
Securities losses | (3) | |||||||
Leveraged lease termination gains | (2) | |||||||
Total other adjustments | 23 | |||||||
Adjusted pre-tax pre-provision income (non-GAAP) | $ | 2,714 | ||||||
2022 Proxy Statement | A-2 |
APPENDIX A |
($ amounts in millions) | Year Ended December 31 | |||||||||||||||||||||||||||||||
2021 | 2020 | 2019 | 2018 (2) | 2017 (2) | ||||||||||||||||||||||||||||
Non-interest expense (GAAP) | A | $ | 3,747 | $ | 3,643 | $ | 3,489 | $ | 3,570 | $ | 3,491 | |||||||||||||||||||||
Adjustments: | ||||||||||||||||||||||||||||||||
Contribution to the Regions Foundation | (3) | (10) | — | (60) | (40) | |||||||||||||||||||||||||||
Branch consolidation, property and equipment charges | (5) | (31) | (25) | (11) | (22) | |||||||||||||||||||||||||||
Expenses associated with residential mortgage loan sale | — | — | — | (4) | — | |||||||||||||||||||||||||||
Salary and employee benefits—severance charges | (6) | (31) | (5) | (61) | (10) | |||||||||||||||||||||||||||
Loss on early extinguishment of debt | (20) | (22) | (16) | — | — | |||||||||||||||||||||||||||
Professional, legal and regulatory expenses | (15) | (7) | — | — | — | |||||||||||||||||||||||||||
Acquisition Expenses | — | (1) | — | — | — | |||||||||||||||||||||||||||
Adjusted non-interest expense (non-GAAP) | B | $ | 3,698 | $ | 3,541 | $ | 3,443 | $ | 3,434 | $ | 3,419 | |||||||||||||||||||||
Net interest income (GAAP) | C | $ | 3,914 | $ | 3,894 | $ | 3,745 | $ | 3,735 | $ | 3,539 | |||||||||||||||||||||
Taxable-equivalent adjustment (GAAP) | 44 | 48 | 53 | 51 | 90 | |||||||||||||||||||||||||||
Net interest income, taxable-equivalent basis (GAAP) | D | $ | 3,958 | $ | 3,942 | $ | 3,798 | $ | 3,786 | $ | 3,629 | |||||||||||||||||||||
Non-interest income (GAAP) | E | $ | 2,524 | $ | 2,393 | $ | 2,116 | $ | 2,019 | $ | 1,962 | |||||||||||||||||||||
Adjustments: | ||||||||||||||||||||||||||||||||
Securities (gains) losses, net | (3) | (4) | 28 | (1) | (19) | |||||||||||||||||||||||||||
Leveraged lease termination gains | (2) | (2) | (1) | (8) | (1) | |||||||||||||||||||||||||||
Gain on equity investment (1) | (3) | (50) | — | — | — | |||||||||||||||||||||||||||
Bank-owned life insurance | (18) | (25) | — | — | — | |||||||||||||||||||||||||||
Adjusted non-interest income (non-GAAP) | F | $ | 2,498 | $ | 2,312 | $ | 2,135 | $ | 2,010 | $ | 1,937 | |||||||||||||||||||||
Total revenue (GAAP) | C+E=G | $ | 6,438 | $ | 6,287 | $ | 5,861 | $ | 5,754 | $ | 5,501 | |||||||||||||||||||||
Adjusted total revenue (non-GAAP) | C+F=H | $ | 6,412 | $ | 6,206 | $ | 5,880 | $ | 5,745 | $ | 5,482 | |||||||||||||||||||||
Total revenue, taxable-equivalent basis (GAAP) | D+E=I | $ | 6,482 | $ | 6,335 | $ | 5,914 | $ | 5,805 | $ | 5,591 | |||||||||||||||||||||
Adjusted total revenue, taxable-equivalent basis (non-GAAP) | D+F=J | $ | 6,456 | $ | 6,254 | $ | 5,933 | $ | 5,796 | $ | 5,572 | |||||||||||||||||||||
Efficiency ratio (GAAP) | A/I | 57.8 | % | 57.5 | % | 59.0 | % | 61.5 | % | 62.4 | % | |||||||||||||||||||||
Adjusted efficiency Ratio (non-GAAP) | B/J | 57.3 | % | 56.6 | % | 58.0 | % | 59.3 | % | 61.4 | % | |||||||||||||||||||||
Operating leverage ratio (GAAP) | I-A | (0.6) | % | |||||||||||||||||||||||||||||
Adjusted operating leverage ratio (non-GAAP) | J-B | (1.2) | % | |||||||||||||||||||||||||||||
Year Ended December 31 | ||||||||||||||||||||||||||||||||
($ amounts in millions) | 2021 | 2020 | 2019 | 2018 (1) | 2017 (1) | |||||||||||||||||||||||||||
Net income available to common shareholders-Continuing Operations (GAAP) | A | $ | 2,400 | $ | 991 | $ | 1,503 | $ | 1,504 | $ | 1,177 | |||||||||||||||||||||
Average shareholders' equity (GAAP) | 18,201 | 17,382 | 16,082 | 15,381 | 16,665 | |||||||||||||||||||||||||||
Less: | ||||||||||||||||||||||||||||||||
Average intangible assets (GAAP) | 5,435 | 5,239 | 4,943 | 5,010 | 5,103 | |||||||||||||||||||||||||||
Average deferred tax liability related to intangibles (GAAP) | (99) | (99) | (94) | (97) | (148) | |||||||||||||||||||||||||||
Average preferred stock (GAAP) | 1,658 | 1,509 | 1,151 | 820 | 820 | |||||||||||||||||||||||||||
Average tangible common shareholders' equity (non-GAAP) | B | $ | 11,207 | $ | 10,733 | $ | 10,082 | $ | 9,648 | $ | 10,890 | |||||||||||||||||||||
Return on average tangible common shareholders' equity (ROATCE) (non-GAAP) | A/B | 21.42 | % | 9.23 | % | 14.91 | % | 15.59 | % | 10.80 | % |
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