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Principles of Governance

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

Audit Committee

José S. Suquet,
Chair of the Audit Committee

Nominating & Corporate Governance (NCG) Committee

Ruth Ann Marshall,
Chair of the NCG Committee

TEChnology Committee

Zhanna Golodryga,
Chair of the Technology Committee

Compensation & Human Resources (CHR) Committee

Samuel A. Di Piazza, Jr.,
Chair of the CHR Committee

RISK Committee

Johnny Johns,
Chair of the Risk Committee

Board Profile

Name Age Independent? Director Since Board Committee(s) Principal Occupation Total Number of Public Company Boards
NameSamuel A. Di Piazza, Jr.(1) Age71 Independent?Y Director Since2016 Board Committee(s)Audit
CHR (C)		 Principal OccupationRetired Global CEO — PricewaterhouseCoopers; Retired Vice Chairman — Citigroup Global Corporate and Investment Bank Total Number of Public Company Boards4
NameZhanna Golodryga Age66 Independent?Y Director Since2019 Board Committee(s)CHR
Risk
Technology (C)		 Principal OccupationChief Digital and Administrative Officer — Phillips 66 Total Number of Public Company Boards2
NameJohn D. Johns(2) Age70 Independent?Y Director Since2011 Board Committee(s)Risk (C) Technology Principal OccupationRetired Chairman, President, and CEO — Protective Life Corp. Total Number of Public Company Boards3
NameJoia M. Johnson Age61 Independent?Y Director Since2021 Board Committee(s)NCG
Risk		 Principal OccupationRetired CAO, General Counsel, and Corporate Secretary — Hanesbrands Inc. Total Number of Public Company Boards3
NameRuth Ann Marshall Age67 Independent?Y Director Since2011 Board Committee(s)CHR
NCG (C)		 Principal OccupationRetired President, The Americas — MasterCard International, Inc. Total Number of Public Company Boards3
NameCharles D. McCrary Age70 Independent?Y Director Since2001 Board Committee(s)BOARD CHAIR Principal OccupationRetired Chairman, President, and CEO — Alabama Power Co. Total Number of Public Company Boards1
NameJames T. Prokopanko Age68 Independent?Y Director Since2016 Board Committee(s)Audit
NCG		 Principal OccupationRetired President and CEO — The Mosaic Co. Total Number of Public Company Boards3
NameLee J. Styslinger III Age61 Independent?Y Director Since2003 Board Committee(s)NCG
Risk		 Principal OccupationCo-Chairman — Altec, Inc. Total Number of Public Company Boards3
NameJosé S. Suquet(1) Age65 Independent?Y Director Since2017 Board Committee(s)Audit (C) Technology Principal OccupationChairman and CEO — Pan-American Life Insurance Group Total Number of Public Company Boards1
NameJohn M. Turner, Jr. Age60 Independent?N Director Since2018 Board Committee(s)  Principal OccupationPresident and CEO — Regions Financial Corp. and Regions Bank Total Number of Public Company Boards1
NameTimothy Vines(1) Age56 Independent?Y Director Since2018 Board Committee(s)Audit
CHR		 Principal OccupationPresident and CEO — Blue Cross and Blue Shield of Alabama Total Number of Public Company Boards1

(1) Audit Committee Financial Expert

(2) Risk Management Expert

(C) Committee Chair

Information in this “Board Profile” subsection reflects the Board’s composition as of April 20, 2022, the date of our 2022 Annual Meeting of Shareholders. Immediately prior to that meeting, Directors Carolyn Byrd and Don DeFosset retired from the Board and did not stand for re-election.

Board Diversity(3)

Overall diversity — gender, race/ethnicity, and sexual orientation (LGBTQ+): 45%

Gender
diversity: 27%

Racial/ethnic
diversity: 27%

Independent: 91%

Average tenure: 8 years

Average age: 65

Chair of the Board: Independent

Directors or executive officers permitted to enter into hedging agreements or pledge stock: 0

Directors overboarded under ISS and Glass Lewis Guidelines and market standards: 0

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

Engagement with institutional shareholders: Year-round

(3) As of April 20, 2022, the date of our 2022 Annual Meeting of Shareholders.

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. Based on New York Stock Exchange listing standards, SEC requirements, our Corporate Governance Principles, and other key expectations, 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.
  • 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. Following our 2022 Annual Meeting of Shareholders, ten of our 11 Directors were determined to be independent. All Directors are required to stand for election on an annual basis, thus providing shareholders with a yearly opportunity to express their views on each Director’s individual performance and contribution to the Board. Our executive officers benefit from oversight provided by highly experienced, well-informed, and fully engaged Board members; accordingly, we seek out Directors with a wide range of backgrounds and skill sets. Our 2022 Proxy Statement includes a Board Skills and Composition Matrix that sets forth the diversity of expertise and abilities that each Director contributes to the Board’s oversight functions. The 2022 Proxy Statement also speaks to the capabilities and independence of our Board Chair and the chairs of each of our standing Board committees.

The Board also 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. In consultation with the NCG Committee, the Board carefully considers its leadership structure and composition each year as part of the 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 2022, 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. The Board has also determined that the Company benefits from its CEO, who is intimately involved with and responsible for managing the Company’s operations and strategy, also serving on the Board and its Executive Committee. Having the CEO serve in this capacity provides a critical link between the Board’s oversight and the day-to-day operations of the Company.

Each year, Directors undergo a robust evaluation process to help ensure that the Board, its committees, and its individual members are best equipped to create shared value for the Company’s stakeholders. 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. Topics such as Board refreshment, management succession, Board and committee oversight and responsibilities, and oversight of corporate strategy are routinely included as possible discussion items. The results of these self-evaluations are then considered when determining the slate of Director nominees for each annual shareholder meeting. The full Board, Committee, and Individual Director Evaluation Program, including the steps, example questions, and some of the takeaways and action items from the most recent self-evaluation, is discussed in more detail in the 2022 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. The process used by the Board to identify, evaluate, appoint, and onboard new Directors is provided in the 2022 Proxy Statement. Since 2017, the Board has appointed five new Directors. Each of these Directors brings unique skills and backgrounds to their Board service that complement those of other Directors, thus providing the Board with additional diverse points of view when making decisions and providing oversight. To that end, 80 percent of the Directors who have joined our Board since 2017 self-identify as diverse (including diversity of gender and race/ethnicity).

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 endeavors 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 are 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:

  • Set competitive targets - Compensation targets should be transparent and set at competitive levels.
  • Pay for performance based on clear and focused goals - 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.
  • Promote shared value - Compensation programs should promote shared value through alignment of the long-term interests of our shareholders, customers, and associates.
  • Balance growth and risk - 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 will be subject to robust risk management and governance frameworks, including oversight by the CHR Committee of the Board.
  • Align with corporate values - 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.

Audit Committee

José S. Suquet,
Chair of the Audit Committee

During 2021, I was honored to be appointed as Chair of the Audit Committee, stepping in for Carolyn Byrd, who provided tremendous leadership for the Committee for a number of years. I want to thank Carolyn for her service and her many contributions to the Committee.

As part of the transition process, I independently held special meetings with members of finance, risk management, information technology, and internal audit to discuss relevant topics for the Audit Committee. In addition, I meet regularly with the leadership team from internal audit, executives, and other members of management, as well as our independent auditing firm, to preview meeting topics and materials and to gain valuable insight on the scope and results of audit activities.

Regions’ acquisitions of EnerBank USA, Sabal Capital Partners, LLC, and Clearsight Advisors, Inc. were monitored by the Audit Committee during 2021. The Committee received regular updates on critical accounting estimates, which include the allowance for credit losses, fair value measurements, intangible assets including goodwill, residential mortgage servicing rights, and income taxes.

Focused training was provided to Audit Committee members to help the Committee with its oversight on current and emerging matters. Educational sessions covered topics such as cybersecurity, including ransomware and software supply chain security; cryptocurrency; data analysis and modeling, including the use of AI and Machine Learning systems; ESG areas of importance; financial industry perspectives on mergers and acquisitions; the regulatory landscape; shareholder activism trends and activism preparedness; change management processes and governance; and the current banking industry environment.

Nominating & Corporate Governance (NCG) Committee

Ruth Ann Marshall,
Chair of the NCG Committee

Strong corporate governance principles and practices have perhaps never been more important to the success of a company like Regions than they are today, and the NCG Committee has continued to enhance and diligently fulfill its oversight responsibilities in light of heightened expectations from stakeholders around Board governance, Board composition, and ESG.

The NCG Committee made a number of modifications to Regions’ corporate governance documents during the year, including additions to the Company’s Corporate Governance Principles to further limit and clarify permissible service of our Directors on other boards, in order to better align with the expectations of our shareholders. We made improvements to our Supplier Code of Conduct, Human Rights Statement, and Director Onboarding and Ongoing Education Program. The Committee also continued organizing and assisting with the facilitation of our robust annual evaluation process, which we believe is critical to the continued effectiveness of our Board.

The NCG Committee was pleased to recommend to the Board the addition of Joia Johnson as a new Director in the summer of 2021. Joia has been a fantastic addition to the Board, and, with her extensive experience serving in a number of positions with public companies over the years, she began contributing to the Board immediately. Joia’s appointment also advanced our Board diversity goals, resulting in 46 percent overall diversity (based on gender, race/ethnicity, and sexual orientation), 31 percent gender diversity, and 31 percent racial/ethnic diversity at the time. As we contemplate potential future Board candidates in light of upcoming Director retirements in accordance with our mandatory retirement age, the Committee will maintain a commitment to the inclusion of individuals who reflect diverse backgrounds.

The NCG Committee has steadily increased focus on its ESG oversight responsibility, specifically the Company’s ESG disclosure commitments and progress around those commitments. The Company achieved a number of reporting milestones during 2021, including the release of our first stand-alone TCFD Report, and an expanded ESG Report structured around the World Economic Forum’s Stakeholder Capitalism Metrics initiative. The Committee supports transparency around the Company’s ESG efforts and initiatives and will continue to encourage progress and improvements in our ESG program and related reporting in 2022 and beyond.

TEChnology Committee

Zhanna Golodryga,
Chair of the Technology Committee

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 “Regions 2.0/R2” 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.

RISK Committee

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 to ensure the Company remains in alignment with our established risk appetite during a prolonged period of stress and uncertainty. In response to the pandemic and its lingering impacts, the Risk Committee has provided focused oversight of credit risk, including credit policy and underwriting and credit quality and trends. Similarly, the Risk Committee has monitored capital adequacy, business resiliency, model performance, and the control environment throughout the evolving recovery from the pandemic. Notwithstanding these significant risks, the Risk Committee also effectively monitored other key risks to the Company over the last year, including, but not limited to, customer privacy and fair banking, interest rate risk management, the company’s incentive compensation plans, environmental and social risk management, cyber and information security, fraud risk management, and third-party risk management, as well as recurring reviews of risk factors associated with business changes made in connection with the Company’s strategic priority to Continuously Improve. The Risk Committee has also monitored the initial impacts of the Russia/Ukraine conflict to the Company, including the impact to our customers. Further, the Risk Committee has monitored the integration of acquisitions with the Company’s enterprise risk management framework.

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

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

Compensation & Human Resources (CHR) Committee

Samuel A. Di Piazza, Jr.,
Chair of the CHR Committee

In 2021, the CHR Committee continued its oversight of executive compensation and human capital management. The CHR Committee worked with management to establish corporate performance incentive goals that support the Company’s strategy and directly impact executive compensation. The CHR Committee also continued its oversight of total rewards, corporate culture, DEI, talent management, management succession planning, and associate conduct.

Notably, in early 2021 the then-chair of the CHR Committee, Don DeFosset, and Committee member Ruth Ann Marshall engaged with shareholders to discuss say-on-pay concerns. In response to these shareholder engagement efforts and Regions’ fall shareholder outreach, the CHR Committee worked with management to enhance pay-for-performance decision disclosures in the proxy statement and approved an annual incentive plan designed to insulate incentive performance from volatility related to Current Expected Credit Loss (CECL) credit loss provisioning. Additionally, the CHR Committee made no modifications to the performance metrics for the 2019-2021 long-term performance-based awards.

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 associates, the Company, and our shareholders.