Regions Financial Corp PRE 14A, filed Mar 9, 2026

Regions Financial Corp (RF)

PRE 14A 2026-03-09 For: 2026-05-06

View Original

Added on October 16, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Check the appropriate box:
þ			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


Payment of Filing Fee (Check the appropriate box):
þ			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


P ROX Y VOTING ROADMAP			1
ABOUT REGIONS			2
BOARD AND GOVERNANCE MATTERS
Corporate Governance Highlights			5
PROPOSAL 1—Election of Directors			6
Board Overview			7
Director Nominees			11
Director Compensation			25
Corporate Governance			29
EXECUTIVE COMPENSATION
Compensation Highlights			55
PROPOSAL 2—Advisory V ote On Executive Compensation (“S ay-on-Pay ”)			57
Compensation Discussion And Analysis			59
Executive Compensation Tables And Other Information			83
Compensation And Human Resources Committee Report			103
AUDIT MATTERS
PROPOSAL 3—Ratification of Appointment of Independent Registered Public Accounting Firm			104
Audit Committee Report			107
MANAGEMENT PROPOSALS
PROPOSAL 4—Vote on Amendment to Certificate of Incorporation to Eliminate Certain Supermajority Voting Requirements			109
PROPOSAL 5—Vote on Amendment to Certificate of Incorporation to Eliminate Certain Business Combination Restrictions and Related Supermajority Voting Standard			111
PROPOSAL 6—Vote on Amendment to Certificate of Incorporation to Limit Certain Liability of Officers as Permitted by Delaware Law			113
PROPOSAL 7—Vote on Amendment to Certificate of Incorporation to Implement Other Miscellaneous Changes			115
SHAREHOLDER PROPOSAL
PROPOSAL 8—Shareholder Proposal			117


■ ≤60 years
■ 61-65 years
■ 66-69 years
■ ≥70 years


									Key Experience and Qualifications

									◼Served as Chairman, President, and CEO of Alabama Power Company, a public utility company and Southern Company subsidiary headquartered in Birmingham, Alabama, from 2014 until his retirement in 2022 ◼Joined Southern Company in 2004 and served in a variety of roles of increasing responsibility at Alabama Power Company and affiliated companies, including Chairman, President and CEO of Gulf Power and Chief Operating Officer of Southern Company ◼Chairman of the Board of Prosper Birmingham and serves on the President’s Council of the University of Alabama in Huntsville and the Board of Governors of the University of Alabama Law School Foundation ◼Has previously served as Chairman of the Boards of the Economic Development Partnership of Alabama, the Business Council of Alabama, and the Birmingham Business Alliance, and has served on the President's Cabinet of the University of Alabama
			INDEPENDENT DIRECTOR SINCE: 2022 AGE: 63 REGIONS COMMITTEES: Audit Committee NCG Committee

									Education

									◼Bachelor’s degree, University of Alabama at Huntsville ◼Juris Doctor degree, University of Alabama School of Law

									Honors and Recognition

									◼Graduate, Leadership Alabama

									Why the Board Recommends this Nominee

									◼Mr. Crosswhite brings to the Board significant executive leadership experience in a highly regulated industry, which provides valuable insight into regulatory environments, operational oversight, strategic planning, and stakeholder engagement relevant to Regions’ business and long-term strategy.

									Top Skills

									◼Corporate Governance ◼Customer Focus and Community Engagement ◼Human Capital Management ◼Regulatory Compliance ◼Strategic Planning and Strategy Development


Filed by the Registrant þ			Filed by a Party other than the Registrant ☐


The Board has determined that it is good governance for all Directors to be elected annually, as we believe that annual elections keep the Directors accountable to our shareholders. Accordingly, the current term of office of all of our Directors expires at the 2026 Annual Meeting. The Board proposes that the 13 nominees included in this proxy statement be elected as Directors for a term of one year, expiring at the 2027 Annual Meeting, and until their successors are duly elected and qualified, or their earlier retirement, resignation, or removal. WHY DOES THE BOARD RECOMMEND A VOTE “FOR” EACH NOMINEE? Our Director nominees possess a broad mix of skills, experience, backgrounds, and perspectives. This proxy statement includes information about each Director nominee that led the NCG Committee and our Board to determine that the nominee is qualified to serve as a Director. WHAT IS THE EFFECT OF THIS PROPOSAL? Each of the 13 nominees will be elected if a majority of the votes cast at the annual meeting are voted in favor of the nominee. Our Corporate Governance Principles provide that an incumbent nominee who fails to receive a majority of the votes cast shall automatically be deemed to have tendered their resignation following certification of the vote. The NCG Committee shall consider such resignation and shall recommend to the Board the action to be taken. Any Director (1) whose resignation is under consideration or (2) who serves on another company’s board with the Director whose resignation is under consideration, shall not participate in the NCG Committee recommendation or the Board decision regarding whether to accept the resignation. The Board shall take action within 90 days following certification of the vote, unless such action would cause the Company to fail to comply with any requirement of the NYSE or any rule or regulation promulgated under the Exchange Act, in which event the Company shall take action as promptly as is practicable while continuing to meet such requirements. The Board will promptly disclose its decision, and the reasons supporting it, in a Form 8-K furnished to the SEC. As permitted by our By-Laws, the Board has fixed the number of Directors at 13, effective as of the annual meeting. All nominees have consented to being named in this proxy statement for consideration at the annual meeting. If, however, a nominee is unable or unwilling to serve and the Board does not elect to reduce the size of the Board, shares represented by proxies may be voted for a substitute candidate nominated by the Board. Any Director vacancies created between annual meetings (such as by a current Director’s death, resignation, or removal, or by an increase in the number of Directors in accordance with our By-Laws) may be filled by a majority vote of the Directors then in office. Any Director appointed in this manner would hold office until the next annual meeting.									Nominees for Election to the Board of Directors ◼Mark A. Crosswhite ◼Noopur Davis ◼Zhanna Golodryga ◼J. Thomas Hill ◼Roger W. Jenkins ◼Joia M. Johnson ◼Ruth Ann Marshall ◼Alison S. Rand ◼William C. Rhodes, III ◼Lee J. Styslinger, III ◼José S. Suquet ◼John M. Turner, Jr. ◼Timothy Vines


			The Board unanimously recommends you vote “FOR” each Director nominee standing for election.


■ Male - 62%
■ Female - 38%
■ Minority Demographic - 31%


						Audit/Accounting/Finance and Capital Planning
						The Board is responsible for reviewing Regions’ financial statements and disclosures and internal controls, and for monitoring internal and external auditors. The Board is also responsible for reviewing the Company’s long-term capital plans for safety and soundness. Therefore, it is important to have Directors who understand auditing, financial reporting, finance, and capital allocation.


						Banking and Financial Services
						The banking and financial services industry has unique and inherent risks, challenges, and opportunities. Further, as a full-service financial holding company, Regions offers a wide range of products and services, some of which may be complex. Experience in the financial services industry contributes to the Board's oversight of the Company's strategy and is critical to our success.


						Business Operations Technology and Innovation/Artificial Intelligence
						Regions’ customers expect efficient, market-leading services, many of which are becoming more technology driven, and we must be able to appropriately gather, process, and analyze information to better serve our customers. Our Board includes members who have business operations and technology experience so that the Board can oversee our efforts to innovate.


						Corporate Governance
						The Board is responsible for shaping the Company’s corporate governance priorities and structure, which must be transparent and responsive to our shareholders and can have a significant impact on corporate operations. It is important that the Board reflects experience in understanding the constantly evolving corporate governance landscape.


						Customer Focus and Community Engagement
						Regions is committed to helping our customers and our local communities achieve their financial goals by understanding their needs and investing our resources to help them accomplish their goals. Having individuals on our Board with experience in delivering a positive environment and engaging the community is important to Regions’ success.


						Environmental Sustainability Practices
						Regions must be cognizant of current and potential environmental risks and opportunities and how they can impact our long-term value. We continue to focus on operational sustainability goals, deepening our environmental and social risk management, and pursuing opportunities in sustainable finance, and it is important that our Board have Directors with experience in these practices.


						PROPOSAL ONE — ELECTION OF DIRECTORS


PROPOSAL ONE — ELECTION OF DIRECTORS


						Executive Compensation and Benefits
						When properly structured, executive compensation and benefits discourage imprudent risk-taking, while simultaneously acting as a business driver and ensuring alignment with long-term shareholder interests. It is important that our Board includes Directors who have experience with various executive compensation and benefits structures that may be employed to achieve this balance.


						Human Capital Management
						Having human capital management experience on the Board helps ensure smooth transitions, as well as fosters a productive and safe working environment. Our Board also reflects experience navigating the risks and opportunities in corporate culture and inclusion, as well as associate well-being and engagement, all areas that are drivers of long-term value.


						Information/Cyber Security
						As a financial institution, the safekeeping of sensitive customer, associate, and Company data is critically important, and we are increasingly dependent on information technology to deliver services to consumers and businesses. Thus, our Board includes Directors with experience in implementing, establishing, or overseeing information/cyber security systems and protocols.


						Regulatory Compliance
						Regions is subject to the oversight of various regulators, including the Alabama State Banking Department, the Federal Reserve, the Federal Deposit Insurance Corporation, the SEC, the Consumer Financial Protection Bureau, and the Financial Industry Regulatory Authority. Having Directors with experience in highly regulated environments is critical to the Company’s success.


						Risk Management
						Robust risk management is a critical aspect of operating within the financial sector and is embedded throughout our strategic plan. Having Directors with experience in overseeing risk management strengthens the Board’s oversight of the risks we face. The Board, therefore, must include Directors who are very familiar with risk management processes.


						Strategic Planning and Strategy Development
						Directors who understand how to strategically plan for the future of the Company, in both the short and long term, are better able to oversee and advise management with respect to the formulation and execution of the Company’s strategy and its connection to long-term value.


			The Board believes that each of the 13 nominees is well qualified to serve as a Director on Regions’ Board.


									Key Experience and Qualifications

									◼Currently serves as Executive Vice President, Chief Information Security Officer and Chief Product Privacy Officer of Comcast, a Fortune 30 media and technology company, responsible for overseeing the full range of cybersecurity and product privacy functions for Comcast and Sky, including all products and services delivered to Comcast residential and business customers in the United States and in Europe ◼Prior to joining Comcast in 2016, served as Vice President of global quality for Intel Security Group ◼Previously, she was a Visiting Scientist and Senior Member of Technical Staff at the Carnegie Mellon University Software Engineering Institute, a Principal of management consulting firm Davis Systems, and held various leadership and technical positions in Fortune 500 companies ◼Serves on multiple advisory boards of Fortune 50 companies ◼Throughout her career, has obtained significant experience in complex technology and cybersecurity issues and related risks
			INDEPENDENT DIRECTOR SINCE: 2022 AGE: 64 REGIONS COMMITTEES: Risk Committee Technology Committee

									Education

									◼Bachelor’s degree (Electrical Engineering), Auburn University ◼Master of Computer Science degree, University of Alabama in Huntsville

									Honors and Recognition

									◼In February 2023, appointed as a member of the President’s National Security Telecommunications Advisory Committee ◼Selected 2022 Alumna of Achievement by University of Alabama in Huntsville ◼Included on the Cablefax 100 Most Powerful Women and Top Women in Technology lists multiple times

									Why the Board Recommends this Nominee

									◼Ms. Davis brings deep expertise in cybersecurity, technology risk, and data privacy from her senior leadership roles at global communications and technology companies, providing the Board with valuable insight into information security oversight, digital innovation, and the management of complex technology-related risks relevant to Regions’ operations and strategic priorities.

									Top Skills

									◼Business Operations and Technology Innovation/AI ◼Corporate Governance ◼Human Capital Management ◼Information/Cyber Security ◼Strategic Planning and Strategy Development


									Key Experience and Qualifications

									◼Served as Executive Vice President, Emerging Energy and Sustainability at Phillips 66, a diversified energy manufacturing and logistics company, until May 2025 ◼Previously served as Senior Vice President, Chief Digital and Administrative Officer at Phillips 66 and was responsible for driving digital change by developing and executing digital and technology strategies ◼Prior to joining Phillips 66 in April 2017, served as Chief Information Officer and Senior Vice President, Services at Hess Corporation, with responsibility for managing the company’s service organizations, including global supply chain, global business transformation program, and global office services, as well as information management, enterprise architecture, infrastructure, and cybersecurity across the business, a role she held beginning in 2012 ◼Also previously served as Chief Information Officer at BHP Billiton Petroleum, Vice President of Information Technology at TeleCheck International, Manager of Information Systems at Baker Hughes, IT Services Manager at Marathon Oil, and Systems Analyst at 3D/International ◼Serves on the board of the Memorial Hermann Foundation ◼Has over 30 years of experience in the energy industry and the information technology field
			INDEPENDENT DIRECTOR SINCE: 2019 AGE: 70 REGIONS COMMITTEES: Risk Committee Technology Committee (Chair) Executive Committee

									Education

									◼Master’s degree (Mechanical Engineering), Kiev Engineering and Construction Institute

									Honors and Recognition

									◼50 Most Powerful Women in Oil and Gas, National Diversity Council

									Other Public Directorships and Board Leadership/Committee Assignments

									◼AGCO Corporation: Audit Committee; Sustainability Committee

									Former Public Directorships Held During Past Five Years

									◼Novonix Ltd.

									Why the Board Recommends this Nominee

									◼Ms. Golodryga contributes extensive leadership experience in technology, digital transformation, and operations within complex, highly regulated industries, offering the Board valuable perspective on innovation, cybersecurity, enterprise risk management, and the strategic integration of technology to support Regions’ long-term growth.

									Top Skills

									◼Business Operations and Technology Innovation/AI ◼Human Capital Management ◼Information/Cyber Security ◼Risk Management ◼Strategic Planning and Strategy Development


									Key Experience and Qualifications

									◼Currently serves as Executive Chairman of Vulcan Materials Company, the nation’s largest producer of construction aggregates and a major producer of aggregates-based construction materials ◼Has served at Vulcan for over 30 years in a variety of operations and general management assignments of increasing responsibility prior to being appointed President and CEO in 2014 and Chairman in 2016; served as President until 2023 and CEO through 2025 ◼Has held leadership positions in a number of industry trade groups, including the Texas Concrete and Aggregates Association, the Florida Concrete and Products Association, and the National Stone, Sand and Gravel Association ◼Previously served on the boards of the U.S. Chamber of Commerce and the United Way of Central Alabama
			INDEPENDENT DIRECTOR SINCE: 2022 AGE: 67 REGIONS COMMITTEES: CHR Committee NCG Committee

									Education

									◼Bachelor’s degree, University of Pittsburgh ◼Wharton School of Business, Executive Management Program

									Other Public Directorships and Board Leadership/Committee Assignments

									◼Vulcan Materials Company: Executive Chairman of the Board; Executive Committee (Chair)

									Why the Board Recommends this Nominee

									◼Mr. Hill brings decades of executive leadership experience at a large public company, including deep expertise in operations, strategic planning, human capital management, and governance, providing the Board with practical insight into leading complex organizations and driving long-term performance in cyclical and capital-intensive industries.

									Top Skills

									◼Corporate Governance ◼Customer Focus and Community Engagement ◼Executive Compensation and Benefits ◼Human Capital Management ◼Strategic Planning and Strategy Development


									Key Experience and Qualifications

									◼From 2013 until retiring in 2024, served as CEO and a board director of Murphy Oil Corporation, where he initiated a strategic shift to reposition the company as an industry leader in independent exploration and production; served as President from 2013 until 2023 ◼Previously served as Chief Operating Officer, Murphy Oil Corporation from 2012 to 2013, President of Exploration and Production from 2009 to 2013, and in various leadership roles since 2001, where he was responsible for leading and transforming the company’s domestic and international operations, implementing record-breaking strategic and sustainability goals, and developing new production areas ◼Prior to joining Murphy Oil in 2001, led offshore drilling in the Gulf of Mexico for Texaco, where he set numerous ultra-deepwater drilling records and initiated Texaco’s first Global Drilling Safety Management system ◼Has broad experience in strategy development, safety, people, and sustainability, with expertise in mergers and acquisitions, operational discipline, and strategic asset deployment
			INDEPENDENT DIRECTOR SINCE: 2025 AGE: 64 REGIONS COMMITTEES: Risk Committee Technology Committee

									Education

									◼Bachelor’s degree, Louisiana State University ◼Master of Business Administration degree, AB Freeman School of Business, Tulane University ◼Advanced Management Program, Harvard University

									Honors and Recognition

									◼2023 Ernst and Young Entrepreneur of the Year ◼2022 Spindletop Award for Industry and Community Impact ◼2020 All-American Wildcatter ◼2016 LSU Alumnus of the Year ◼2016 LSU Hall of Distinction

									Other Public Directorships and Board Leadership/Committee Assignments

									◼Oceaneering International, Inc.: Compensation Committee

									Former Public Directorships Held During Past Five Years

									◼Noble Corporation

									Why the Board Recommends this Nominee

									◼Mr. Jenkins contributes extensive public company leadership experience, including serving as a CEO of a large energy company, with deep expertise in strategic planning, capital allocation, risk management, and operational execution, which supports the Board’s oversight of long-term growth, financial performance, and complex enterprise risks.

									Top Skills

									◼Audit/Accounting/Finance and Capital Planning ◼Business Operations and Technology Innovation/Artificial Intelligence ◼Corporate Governance ◼Executive Compensation and Benefits ◼Risk Management


									Key Experience and Qualifications

									◼Retired in 2021 as the Chief Administrative Officer, General Counsel, and Corporate Secretary of Hanesbrands Inc., a publicly traded marketer of innerwear and activewear apparel, positions that she held since 2016 ◼Joined Hanesbrands in 2007 as Chief Legal Officer, General Counsel, and Corporate Secretary ◼Served as Executive Vice President, General Counsel and Corporate Secretary of RARE Hospitality International, Inc. prior to joining Hanesbrands ◼Throughout her career, has obtained extensive global leadership experience over several corporate functions for publicly traded companies including legal, human resources, corporate social responsibility, government and trade relations, real estate, corporate security, and domestic and global mergers and acquisitions
			INDEPENDENT DIRECTOR SINCE: 2021 AGE: 66 REGIONS COMMITTEES: CHR Committee (Chair) NCG Committee Executive Committee

									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; Governance and Nominating Committee ◼Sylvamo Corporation: Nominating and Corporate Governance Committee; Management Development and Compensation Committee ◼Brown & Brown, Inc.

									Why the Board Recommends this Nominee

									◼Ms. Johnson brings extensive public company legal, governance, and executive leadership experience, with deep expertise in human capital and talent management, corporate governance, and complex transactions that supports the Board’s oversight of human capital, strategy, and organizational effectiveness.

									Top Skills

									◼Corporate Governance ◼Environmental Sustainability Practices ◼Executive Compensation and Benefits ◼Human Capital Management ◼Regulatory Compliance


									Key Experience and Qualifications

									◼From 2004 until retiring in 2006, served as President of The Americas, MasterCard International, Inc. ◼Previously served as President, MasterCard North America from 1999 to 2004, where she was responsible for building all aspects of MasterCard’s issuance and acceptance business in the United States, Canada, Latin America, and the Caribbean ◼Prior to joining MasterCard in 1999, served as Group Executive President of two electronic payment service companies, MAC Regional Network and Buypass Corporation, and upon acquisition of these companies by Concord EFS, became Senior Executive Vice President of the combined companies, where she oversaw marketing, account management, customer service, and product development ◼Started her career at IBM, where, for more than 18 years, she served in managerial and executive positions ◼Has broad marketing, account management, customer service, and product development experience, as well as significant domestic and international experience in growing business
			LEAD INDEPENDENT DIRECTOR INDEPENDENT DIRECTOR SINCE: 2011 AGE: 71 REGIONS COMMITTEES: CHR Committee NCG Committee (Chair) Executive Committee (Chair)

									Education

									◼Bachelor’s (Finance) and Master of Business Administration degrees, Southern Methodist University

									Honors and Recognition

									◼2018 Most Influential Corporate Directors, WomenInc. ◼2004 and 2005 “World’s 100 Most Powerful Women,” Forbes.com

									Other Public Directorships and Board Leadership/Committee Assignments

									◼ConAgra Brands, Inc.: Executive Committee; Human Resources Committee (Chair); Nominating and Corporate Governance Committee

									Former Public Directorships Held During Past Five Years

									◼Global Payments, Inc.

									Why the Board Recommends this Nominee

									◼Ms. Marshall’s extensive executive leadership in financial services, deep knowledge of banking operations and strategy, and long-standing Director service, including as Lead Independent Director and Chair of the NCG Committee, provide the Board with strong independent oversight, informed judgment, and valuable perspective on governance, risk, and long-term value creation in a complex regulatory environment.

									Top Skills

									◼Banking and Financial Services ◼Corporate Governance ◼Customer Focus and Community Engagement ◼Executive Compensation and Benefits ◼Strategic Planning and Strategy Development


									Key Experience and Qualifications

									◼Served as Executive Vice President and Chief Financial Officer of Primerica, Inc., a leading provider of financial products and services to middle-income households in the United States and Canada, from 2000 until 2023; continued to serve as Executive Vice President until her retirement in April 2024 ◼Is a certified public accountant and previously worked in the audit department of KPMG LLP ◼Serves on the University of Florida Warrington College of Business Dean’s Advisory Council, where she currently is Chair, and the University of Florida Foundation National Board, for which she previously served as Chair of the Audit Committee ◼Serves on the boards of directors of Girl Scouts of Greater Atlanta and Camp Twin Lakes

			INDEPENDENT DIRECTOR SINCE: 2023 AGE: 58 REGIONS COMMITTEES: Audit Committee (Audit Committee Financial Expert) Technology Committee
									Education

									◼Bachelor’s degree (Accounting), University of Florida

									Other Public Directorships and Board Leadership/Committee Assignments

									◼Reinsurance Group of America: Audit Committee; Cybersecurity and Technology Committee; Risk Committee

									Former Public Directorships Held During Past Five Years

									◼Warburg Pincus - SPAC IA

									Why the Board Recommends this Nominee

									◼Ms. Rand’s extensive financial leadership experience as a public company CFO, including deep expertise in accounting, capital planning, and risk management, provide the Board with valuable insight into financial oversight, regulatory expectations, and strategic decision-making relevant to Regions’ operations.

									Top Skills

									◼Audit/Accounting/Finance and Capital Planning ◼Banking and Financial Services ◼Regulatory Compliance ◼Risk Management ◼Strategic Planning and Strategy Development


									Key Experience and Qualifications

									◼Currently serves as Chairman of AutoZone, Inc., the leading retailer and distributor of automotive replacement parts and accessories in the Americas ◼Previously served as Executive Chairman of AutoZone from January 2024 to December 2025; as a Director since March 2005 and as Chairman since June 2007; and President and Chief Executive Officer from March 2005 to January 2024 ◼During over 31-year tenure with AutoZone, served in a variety of executive-level roles, including (i) Executive Vice President overseeing store operations and commercial, (ii) Senior Vice President, Supply Chain and Information Technology, (iii) Senior Vice President, Supply Chain, (iv) Divisional Vice President of Stores, and (v) Senior Vice President of Finance ◼Began his career with Ernst & Young, serving in various capacities from 1988 to 1994 ◼Currently serves on several industry and community boards, including the Coalition for Auto Repair Equality (Chairman), the PGA Tour Policy Board, the National Civil Rights Museum (Treasurer), and the University of Tennessee Board of Trustees
			INDEPENDENT DIRECTOR SINCE: 2024 AGE: 60 REGIONS COMMITTEES: Audit Committee (Audit Committee Financial Expert) CHR Committee

									Education

									◼Bachelor’s degree (Business Administration/Accounting), University of Tennessee at Martin ◼Master of Business Administration degree, University of Memphis

									Other Public Directorships and Board Leadership/Committee Assignments

									◼AutoZone, Inc. (Chairman)

									Former Public Directorships Held During Past Five Years

									◼Dollar General

									Why the Board Recommends this Nominee

									◼Mr. Rhodes’ extensive executive leadership experience, combined with his deep background in finance, operations, and strategic planning, provides the Board with valuable perspective on performance oversight, capital discipline, and long-term value creation relevant to Regions’ business.

									Top Skills

									◼Audit/Accounting/Finance/Capital Planning ◼Corporate Governance ◼Customer Focus and Community Engagement ◼Executive Compensation and Benefits ◼Strategic Planning and Strategy Development


									Key Experience and Qualifications

									◼Currently serves as Co-Owner 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, when he was named Co-Chairman, a title he held until December 31, 2024 ◼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
			INDEPENDENT DIRECTOR SINCE: 2003 AGE: 65 REGIONS COMMITTEES: Risk Committee Technology Committee

									◼Bachelor’s degree, Northwestern University ◼Master of Business Administration degree, Harvard University

									Honors and Recognition

									◼Appointed to the President’s Export Council, advising the President of the United States on international trade policy, from 2006 to 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: Executive Committee; Compensation & Human Capital Committee; Governance Committee

									Former Public Directorships Held During Past Five Years

									◼Workday, Inc. ◼Glass Houses Acquisition Corporation

									Why the Board Recommends this Nominee

									◼Mr. Styslinger’s decades of executive leadership of a global industrial and manufacturing company provide the Board with meaningful experience in strategic planning, operational execution, talent leadership, and risk oversight across complex, highly regulated markets.

									Top Skills

									◼Audit/Accounting/Finance and Capital Planning ◼Corporate Governance ◼Human Capital Management ◼Risk Management ◼Strategic Planning and Strategy Development


									Key Experience and Qualifications

									◼Currently serves as the Chairman and CEO of the privately held Pan-American Life Insurance Group (“PALIG”), a leading provider of insurance and financial services throughout the Americas and whose flagship member is New Orleans-based Pan-American Life Insurance Company; has served as Chairman since 2008 ◼Prior to joining PALIG as President and CEO in November 2004, held senior management posts in the insurance industry for more than three decades, including serving as Senior Executive Vice President and Chief Distribution Officer of AXA Financial ◼In December 2016, completed his term as a member of the board of directors of the Federal Reserve Bank of Atlanta, for which he served as Chairman of the Retail Payments Office Oversight Committee ◼Previously served on the board for the Federal Reserve Bank of Atlanta, New Orleans Branch ◼Director at the privately held Ochsner Health System, Louisiana’s largest nonprofit academic healthcare system, where he serves on the Compensation Committee and the Audit and Oversight Committee ◼Completed his second and final term on the board of directors of The American Council of Life Insurers in 2019 ◼His dedication to the United States’ Hispanic community, as well as to the pursuit of product innovation and sales force expansion, have positioned PALIG as the company that Hispanics throughout the Americas rely on to protect their financial security and well-being ◼Involved in various professional and industry associations ◼Brings a strong background in enterprise risk management and a commitment to innovation and operational excellence
			INDEPENDENT DIRECTOR SINCE: 2017 AGE: 69 REGIONS COMMITTEES: Audit Committee (Chair; Audit Committee Financial Expert) Risk Committee (Risk Management Expert) Executive Committee

									Education

									◼Bachelor’s degree, Fordham University ◼Master of Business Administration degree, University of Miami

									Honors and Recognition

									◼Included in the Latinos on Boards feature of Latino Leaders magazine for 2018 through 2020

									Why the Board Recommends this Nominee

									◼Mr. Suquet’s long tenure as Chairman and CEO of a major life insurance enterprise, together with his experience on the board of the Federal Reserve Bank of Atlanta and deep expertise in enterprise risk management, financial services operations, and capital oversight, provide the Board with valuable perspective on risk, regulation, and long-term strategic growth relevant to Regions’ business.

									Top Skills

									◼Audit/Accounting/Finance and Capital Planning ◼Corporate Governance ◼Executive Compensation and Benefits ◼Risk Management ◼Strategic Planning and Strategy Development


									Key Experience and Qualifications

									◼Currently serves as the Chairman, President and CEO 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, CEO in July 2018, and Chairman in April 2024; was appointed to the Board 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 ◼In 2024, was appointed by Governor Kay Ivey as a member of the Alabama Growth Alliance, is a former chairman of the Mobile Area Chamber of Commerce, the Mobile Area Education Foundation, and the United Way of Southwest Alabama, and is a former board member of Leadership Mobile
			CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER DIRECTOR SINCE: 2018 AGE: 64 REGIONS COMMITTEES: Executive Committee

									Education

									◼Bachelor’s degree (Economics), University of Georgia

									Honors and Recognition

									◼Graduate, Leadership Alabama

									Other Public Directorships and Board Leadership/Committee Assignments

									◼Southern Company

									Why the Board Recommends this Nominee

									◼Mr. Turner’s extensive leadership experience across Regions’ business lines, including his service as Chairman, President and CEO, provides the Board with deep institutional knowledge, strategic insight into the banking industry, and a strong understanding of the Company’s operations, stakeholders, risk profile, and long-term growth priorities.

									Top Skills

									◼Banking and Financial Services ◼Customer Focus and Community Engagement ◼Regulatory Compliance ◼Risk Management ◼Strategic Planning and Strategy Development


									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 and the largest provider of healthcare benefits in Alabama ◼Serves on the Board of Directors of the Blue Cross and Blue Shield Association, for which he served as Chairman from November 2021 to November 2023, and now serves as the Chair of the Compensation Committee, and a member of the Organization and Governance Committee and the Health Policy and Advocacy Committee ◼Served as BCBSAL’s President and Chief Operating Officer from November 2017 through March 2018 before being named its President and CEO in April 2018 ◼Held BCBSAL’s Executive Vice President position from March through November of 2017 ◼Served as BCBSAL’s Chief Administrative Officer from August 2012 through March 2017 ◼Serves as Vice Chair of the Board and the Governance and Nominating Committee, Chair of the Strategy and Risk Committee, and a member of the Finance, Compliance and Audit Committee of Prime Therapeutics LLC, a pharmacy benefit management company owned jointly by several Blue Cross and Blue Shield plans, including BCBSAL ◼Worked in banking for over five years after graduating college ◼Remains very active in the community through his involvement with multiple nonprofit and charitable organizations, including service on the boards of the Birmingham Business Alliance, Leadership Birmingham, Economic Development Partnership of Alabama, Prosper, Business Council of Alabama, and Mercy Deliverance Ministries ◼Serves as honorary trustee for the board of trustees at Samford University in Birmingham, Alabama; previously served as Chair ◼Possesses an extensive understanding of operating a large company within a highly regulated industry
			INDEPENDENT DIRECTOR SINCE: 2018 AGE: 60 REGIONS COMMITTEES: Audit Committee (Audit Committee Financial Expert) CHR Committee

									Education

									◼Bachelor’s degree (Finance), Auburn University

									Why the Board Recommends this Nominee

									◼Mr. Vines’ experience leading a large, highly regulated healthcare organization, together with his background in finance and executive leadership, provides the Board with valuable perspective on risk management, regulatory environments, human capital matters, and long-term strategic planning.

									Top Skills

									◼Audit/Accounting/Finance and Capital Planning ◼Customer Focus and Community Engagement ◼Executive Compensation and Benefits ◼Human Capital Management ◼Strategic Planning and Strategy Development


			Compensation Element(1)			Compensation Amount
			Annual Cash Retainer (2)			$100,000
			Annual Equity Retainer (3)			$145,000 in RSUs granted three business days following the annual shareholder meeting, the number determined by dividing the dollar value by the closing price of Regions stock on the grant date and rounding down to the nearest whole share, and that vest at the next annual shareholder meeting

			Additional Annual Retainer for Lead Independent Director			$50,000
			Additional Annual Retainer for Committee Chairs(4)			$40,000 — Audit Committee $30,000 — CHR Committee $25,000 — NCG Committee $40,000 — Risk Committee $25,000 — Technology Committee $10,000 — Special and Ad Hoc Committees, as applicable $35,000 — Special Litigation Committee, established November 17, 2025
			Additional Annual Retainer for Committee Members of Audit and Risk (exclusive of each Committee Chair)(5)			$15,000
			Additional Annual Retainer for Committee Members of CHR, NCG, and Technology (exclusive of each Committee Chair; including Special and Ad Hoc Committees, as applicable)(5)			$10,000
			Additional Annual Retainer for Committee Members of Special Litigation Committee, established November 17, 2025			$25,000