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Quality of
Governing Body

The extent to which the form and function of the governing body are aligned to long-term value creation.

Messages from Board Committee Chairs

Carolyn Byrd
Chair of the Audit Committee

Don DeFosset
Chair of the Compensation
& Human Resources
(CHR) Committee

Ruth Ann Marshall
Chair of the Nominating
& Corporate Governance
(NCG) Committee

Johnny Johns
Chair of the
Risk Committee

Board of Directors Profile

Name Age Independent Director Since Committee(s) Principal Occupation Total Public
Company Boards1
Carolyn H. Byrd2 Age: 72 Independent: Y Director Since: 2010 Committee(s): Audit (C) Principal Occupation: Chairman and CEO—GlobalTech Financial, LLC Total Public Company Boards1: 2
Don DeFosset Age: 72 Independent: Y Director Since: 2005 Committee(s): CHR (C)
NCG		 Principal Occupation: Retired Chairman, President and CEO—Walter Industries, Inc. Total Public Company Boards1: 4
Samuel A. Di Piazza, Jr.2 Age: 70 Independent: Y Director Since: 2016 Committee(s): Audit
CHR		 Principal Occupation: Retired Global CEO, PricewaterhouseCoopers; Retired Vice Chairman, Citigroup Global Corporate and Investment Bank Total Public Company Boards1: 4
Zhanna Golodryga Age: 65 Independent: Y Director Since: 2019 Committee(s): CHR
Risk		 Principal Occupation: Chief Digital and Administrative Officer—Phillips 66 Total Public Company Boards1: 1
John D. Johns3 Age: 69 Independent: Y Director Since: 2011 Committee(s): Risk (C) Principal Occupation: Retired Chairman, President and CEO—Protective Life Corp. Total Public Company Boards1: 3
Ruth Ann Marshall Age: 66 Independent: Y Director Since: 2011 Committee(s): CHR
NCG (C)		 Principal Occupation: Retired President, The Americas—MasterCard International, Inc. Total Public Company Boards1: 3
Charles D. McCrary Age: 69 Independent: Y Director Since: 2001 Committee(s): BOARD CHAIR Principal Occupation: Retired Chairman, President and CEO—Alabama Power Co. Total Public Company Boards1: 1
James T. Prokopanko Age: 67 Independent: Y Director Since: 2016 Committee(s): NCG
Risk		 Principal Occupation: Retired President and CEO—The Mosaic Co. Total Public Company Boards1: 3
Lee J. Styslinger III Age: 60 Independent: Y Director Since: 2003 Committee(s): NCG
Risk		 Principal Occupation: Chairman and CEO—Altec, Inc. Total Public Company Boards1: 3
José S. Suquet2, 3 Age: 64 Independent: Y Director Since: 2017 Committee(s): Audit
Risk		 Principal Occupation: Chairman, President and CEO—Pan-American Life Insurance Group Total Public Company Boards1: 1
John M. Turner, Jr. Age: 59 Independent: N Director Since: 2018 Principal Occupation: President and CEO—Regions Financial Corp. and Regions Bank Total Public Company Boards1: 1
Timothy Vines2 Age: 55 Independent: Y Director Since: 2018 Committee(s): Audit
CHR		 Principal Occupation: President and CEO—Blue Cross and Blue Shield of Alabama Total Public Company Boards1: 1
  • 1. Corporations subject to the registration or reporting requirements of the Securities Exchange Act of 1934, as amended, or registered under the Investment Company Act of 1940.
  • 2. Audit Committee Financial Expert
  • 3. Risk Management Expert
  • (C) Committee Chair

Board Statistics & Highlights

Diversity

42%
by gender, race,
ethnicity, and sexual
orientation

25%
by race/
ethnicity

25%
by gender

92%
independent

9 years
average tenure

66
average age

50%
standing
committees chaired
by diverse Directors

72
Mandatory retirement age
(with rare exceptions in
specific situations)

Directors overboarded under ISS and Glass Lewis Guidelines and market standards:
None

Number of Directors or executive officers permitted to enter into hedging agreements or pledge stock:
None

Engagement with institutional shareholders:
Year-round

Chair of the Board:
Independent

Board Structure

The Board assumes an active role in providing oversight of, and guidance to, our executive management team and in maintaining a strong system of checks and balances. The Board believes that an appropriate Board leadership structure includes a substantial majority of independent Directors with diverse backgrounds and experiences; extremely capable committee chairs; and strong independent leadership provided by either an independent, non-executive Chair of the Board or a Lead Independent Director. The Board’s current leadership structure meets these objectives.

The Board believes that its leadership structure should be flexible to accommodate different approaches based on its evaluation of the best interests of the Company and our stakeholders at any given time. The Board carefully considers its leadership structure and composition each year in consultation with the NCG Committee as part of its continuous succession planning process. A critical aspect of the Board’s leadership structure analysis is determining how best to honor the Board’s commitment to maintaining robust independent leadership, given the present needs of the Company. After undertaking such an evaluation in early 2021, the Board continues to believe that the Company’s interests are best served at this time by having an independent, non-executive Chair to provide independent leadership to the Board, while the Company’s CEO continues to participate in the Board’s activities and operations as a Director.

Our 2021 Proxy Statement includes information about the Board and its standing committees and their respective responsibilities, as well as a Board Skills and Composition Matrix that sets forth, on a Director-by-Director basis, the diversity of expertise and skills that each Director contributes to the Board’s oversight of the Company. This Matrix also discloses, on a Director-by-Director basis, the diverse characteristics each Director brings to the Board. Each year, Directors undergo a robust evaluation process to help ensure each is actively contributing to the Board’s operations and that all necessary skills are present. The evaluation process includes one-on-one discussions between the independent Chair and each independent Director; one-on-one discussions between each committee Chair and their members; full Board and committee evaluations; and follow-up action items, as applicable. This process is further detailed in our 2021 Proxy Statement.

The NCG Committee, which oversees the Board evaluation process, is also responsible for identifying and assessing potential candidates for Directorship using the criteria established by the Board and set forth in the Corporate Governance Principles. Since 2016, the Board has appointed six new Directors. Each of these new Directors has provided unique skills and backgrounds that complement those of the other Directors, thus providing the Board with additional diverse points of view when making decisions and providing oversight. Further, half of the Directors added since 2016 are diverse.

Commitment to Leadership Diversity — The Rooney Rule in Action

In 2019, the NCG Committee and Board amended the Corporate Governance Principles to reaffirm the Board’s commitment to diversity (including gender, race, and ethnicity) by adopting a version of the “Rooney Rule.” Pursuant to the revision, the NCG Committee will endeavor to include candidates who reflect diverse backgrounds in the pool of candidates from which Director nominees are chosen. Similarly, third-party firms used to compile a pool of Director candidates will be requested to include such individuals. This rule was extended to searches for candidates for a Section 16 Executive Officer position, including the CEO’s successor, in 2020. These changes further the existing practice among the Board and executive management of considering diversity when recruiting and nominating individuals for Directorship and Section 16 Executive Officer positions.

Compensation Philosophy and Objectives

Our compensation and benefits programs operate under the guidance and oversight of the CHR Committee. The CHR Committee is responsible to the Board for approving Regions’ executive compensation objectives and ensuring that the compensation programs and policies of the Company support the business goals and strategic plans approved by the Board.

We operate in a highly competitive and regulated environment. Our ability to successfully compete and grow our business depends on the skill, acumen, and motivation of our executives and their ability to develop and execute a dynamic strategic plan. With this in mind, the CHR Committee established the following guiding principles of compensation to serve as the foundation of our compensation philosophy:

  • Compensation targets should be transparent and set at competitive levels.
  • Actual compensation should pay for performance based on goals that are clear and focused. As an associate’s business responsibilities increase, the mix of compensation should be more heavily weighted toward variable compensation that is considered “at-risk,” based on corporate and individual results.
  • Compensation programs should promote shared value through alignment of the long-term interests of our shareholders, customers, and associates.
  • Compensation programs should be balanced, incenting sustainable, profitable growth without encouraging associates to take unreasonable risks that may damage the long-term value of the Company. To ensure programs remain consistent with the safety and soundness of the Company, compensation programs should be subject to robust risk management and governance frameworks, including oversight by the CHR Committee of the Board.
  • Compensation programs should be fair, equitable, and align with our corporate values.

In addition to these broad guiding principles, the CHR Committee adopted a number of key practices that are consistent with our philosophy and our commitment to excellence in corporate governance. Equally as important as adopting strong practices is a commitment to refrain from certain compensation and employment practices that are inconsistent with our philosophy and goals.

The “Quality of Governing Body” section reflects our Board of Directors as of our 2021 Annual Meeting of Shareholders, held on April 21, 2021.

Carolyn Byrd
Chair of the Audit Committee

The Audit Committee has continued to enhance its practices and carry out its critical responsibility to provide oversight of Regions’ financial reporting process, including assessing risks and complying with legal and regulatory requirements. The COVID-19 pandemic brought unique challenges to the forefront of the industry and highlighted a need for strong governance. During 2020, as the Audit Committee Chair, I received frequent updates to changes in the Internal Audit plan to address the challenges presented by the pandemic. Further, I met regularly with the leadership team from Internal Audit, executives and other members of management, as well as the independent auditing firm, to preview meeting topics and materials and to gain valuable insight on the scope and results of audit activities.

The Audit Committee focused on the estimation of the allowance for credit losses, as well as other critical accounting estimates impacted by the pandemic. There was also focus on ensuring the Company appropriately presented and disclosed the risks associated with the pandemic. In addition, the Company’s acquisition of Ascentium Capital, LLC and the adoption of the CECL accounting standard were actively monitored throughout 2020. The Audit Committee received regular updates on critical accounting estimates such as the allowance for credit losses, fair value measurements, intangible assets including goodwill, residential mortgage servicing rights, and income taxes. Other specialized or Board-requested presentations covered topics such as the fraud and collections control environment, privacy, customer transparency initiative, and updates on new accounting standards.

Focused training was provided to the Audit Committee to help with its oversight on current and emerging matters. Educational sessions included topics such as CECL, cyber security insights and governance, data privacy, enterprise resilience and the regulatory landscape.

The Audit Committee, through hard work and frequent communication, worked with management to ensure oversight of sound practices throughout a difficult 2020.

Don DeFosset
Chair of the Compensation & Human Resources (CHR) Committee

In 2020, the CHR Committee continued its oversight of executive compensation and human capital management. The CHR Committee worked with management to establish appropriate and challenging corporate performance incentive goals that support the Company’s strategy and directly impact Named Executive Officer compensation. The CHR Committee also continued its oversight of total rewards, corporate culture, diversity, equity, and inclusion, talent management, management succession planning, and associate conduct.

In light of the COVID-19 pandemic, the CHR Committee emphasized associate well-being. With the oversight and guidance of the CHR Committee, Regions implemented measures to help protect associate safety. These measures included, but were not limited to, providing COVID-19 testing and related treatment at no cost to associates, enhancing paid leave and telehealth benefits, providing face coverings for all associates, reducing occupancy levels in facilities, and enhancing operational practices to protect social distancing. Regions also provided additional compensation for eligible branch, contact center, and certain other operationally essential associates.

Through its oversight, the CHR Committee strives to strengthen the effectiveness of our human capital management strategies and alignment with our corporate culture and long-term strategic priorities.

Ruth Ann Marshall
Chair of the Nominating & Corporate Governance (NCG) Committee

The events of 2020 have directed the spotlight onto governance and ESG practices. In particular, it is more evident now than ever that companies must have strong and effective practices in place before a crisis occurs. This became incredibly clear during the COVID-19 pandemic. Those companies with strong governance practices were better able to react and respond by supporting their employees, customers, and communities. Our committee continues to update the corporate governance documents that are most integral to our operation, informed by emerging best practices and stakeholder expectations. Many of these documents are available on our website at ir.regions.com/governance.

As the Board committee with primary responsibility for oversight of the Company’s ESG practices and disclosures, the NCG Committee has prudently overseen management’s growth in this important area. Significantly, the NCG Committee considers ESG to be a journey with many significant milestones along the way. One such milestone was the inclusion in our 2019 Annual Review & ESG Report of a section realigning the report’s content with the Task Force on Climate-related Financial Disclosure’s (TCFD) recommendations; we also committed to publishing our first full, stand-alone TCFD Report in mid-2021. The Company responded to our third CDP (formerly the Carbon Disclosure Project) Climate Change Questionnaire in 2020, and we expect to continue in the future. Regions released its initial 2018 Sustainability Accounting Standards Board (SASB) disclosure in late 2019, and we anticipate providing an updated report before the end of 2021.

As we continue recovering from the events of the last year, the NCG Committee’s oversight of forward thinking with respect to ESG will be unwavering.

Johnny Johns
Chair of the Risk Committee

Consistent with the expectations set forth in its charter, the Risk Committee has effectively established parameters and tolerances for risk-taking by the Company. The Risk Committee has monitored these parameters and tolerances extensively over 2020 to ensure the Company remains in alignment with our established risk appetite during a period of heightened stress. In response to the pandemic, the Risk Committee has provided focused oversight of credit risk, including credit policy and underwriting, credit quality and trends, and the impact of new accounting guidance to the allowance for credit losses. In addition, the Risk Committee has monitored the impact of the pandemic to capital adequacy, business resiliency, model performance, and the control environment and has overseen the deployment of customer relief programs.

While the Company’s pandemic response was paramount, the Risk Committee also effectively monitored other key risks to the Company during 2020, including, but not limited to, customer privacy and fair banking, interest rate risk management, data governance, cyber and information security, and third-party risk management, as well as conducting recurring reviews of risk factors associated with business changes made in connection to the Company’s strategic priority to Continuously Improve. Many key risks that were examined fell within the expanding realm of ESG, which is only expected to grow in importance within the Risk Committee’s oversight responsibilities. Moreover, the Risk Committee has monitored and will continue to monitor risk culture and associate health and well-being in a period of significant social and political unrest.

The Risk Committee also completed its annual self-evaluation process for 2020, based on leading corporate governance principles to evaluate elements such as committee structure, composition, and oversight. The results of the evaluation demonstrate that we have strong membership with diverse backgrounds and skill sets that contribute to the effectiveness of the Risk Committee overall.

The Risk Committee will continue to work with management and outside experts with the goal of ensuring prudent and effective risk oversight of the Company within the fast-paced and ever-changing financial services industry.