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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of

The Securities Exchange Act of 1934

(Amendment No.     )

 

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

 

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

REGIONS FINANCIAL CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):
þ		No fee required.
¨		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)Title of each class of securities to which transaction applies:
		(2)Aggregate number of securities to which transaction applies:
		(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)Proposed maximum aggregate value of transaction:
		(5)Total fee paid:
¨		Fee paid previously with preliminary materials.
¨		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)Amount Previously Paid:
		(2)Form, Schedule or Registration Statement No.:
		(3)Filing Party:
		(4)Date Filed:

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REGIONS FINANCIAL CORPORATION

 

 

 

PROXY STATEMENT AND NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS

 

 

 

 

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REGIONS FINANCIAL CORPORATION

1900 Fifth Avenue North

Birmingham, Alabama 35203

Dear Fellow Stockholders:

On behalf of your Board of Directors, we are pleased to invite you to attend the 2016 Annual Meeting of Stockholders of Regions Financial Corporation, to be held at 9:00 A.M., local time, on April 21, 2016, in the Upper Lobby Auditorium of Regions Bank, 1901 Sixth Avenue North, Birmingham, Alabama 35203.

Whether or not you are able to attend the meeting in person, we invite you to read this year’s proxy statement, which highlights key activities and accomplishments of 2015 and presents the matters for which we are seeking your vote at the 2016 meeting. Late last year, we held an Investor Day conference in New York where we reviewed our strategy to strengthen financial performance and build sustainable franchise value. Our business model is based on a solid foundation, which focuses on the strength of our team, our markets, our culture and our ability to execute. Additionally, we have identified steps Regions will take over the next three years to grow and diversify revenue, manage expenses and effectively deploy capital. As part of that effort, we have developed detailed plans to restructure our expense base to operate more efficiently while continuing to invest in revenue-producing businesses. We believe that these actions will accelerate our performance and drive growth and improved profitability in a challenging economy.

Overall, our 2015 performance reflected continued momentum in an environment that has presented some challenges for our industry. And while we entered 2016 with a rigorous focus on expense controls and improving operating efficiency, we also continue to focus on the fundamentals of our business, which — at its core — includes understanding and meeting our customers’ needs.

Throughout 2015, we continued our use of Regions360^SM — our go-to-market strategy that allows us to effectively deliver Regions’ value proposition to customers. Regions360 begins with obtaining a fully detailed understanding of our customers’ financial needs. We connect their needs with the best products and services across all of our businesses to help customers achieve their financial goals. The end result is stronger customer relationships, a sustainable business, and communities that thrive. In addition, we also made investments in technology and other innovations during 2015 that are intended to enhance the level of service for our customers and drive revenue.

A letter from our Lead Independent Director follows this letter, as well as the formal notice of the annual meeting setting forth the business that is expected to come before the meeting. Our materials also include our proxy statement and form of proxy. If you have elected to receive your proxy statement by mail, it will be accompanied by our Annual Report on Form 10-K for the year ended December 31, 2015, and the Chairman’s Letter. If you have elected to receive your proxy statement electronically, you will be able to access all of these documents on the Internet.

Your vote is important, and in order that we may be assured of a quorum, we urge you to vote as soon as possible, even if you plan to attend the meeting. The notice and the proxy statement contain instructions on how you can vote your shares over the Internet, by mobile device, by telephone or by mail if you have received a printed copy of the materials and proxy card. If your shares are held for you by your broker, it is important that you instruct your broker on how you want to vote. Under New York Stock Exchange rules, your broker will not be able to use its discretion to vote your shares for the election of Directors or matters related to executive compensation. Please instruct your broker on how you want to vote by following the instructions on the form sent by your broker.

On behalf of the Board of Directors and the over 23,000 associates of Regions, I want to thank you for your continued investment in and support of Regions Financial Corporation.

March 8, 2016

 

		Sincerely,       O. B. Grayson Hall, Jr. Chairman, President and Chief Executive Officer

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REGIONS FINANCIAL CORPORATION

1900 Fifth Avenue North

Birmingham, Alabama 35203

Dear Fellow Stockholders:

As the Lead Independent Director of your Board of Directors, I am honored to have the opportunity to write to you, our stockholders, as part of this year’s proxy statement. The proxy statement affords us the opportunity to reach out to all of Regions’ stockholders to review, among many other things, where the Company has been and where we are going.

Over the past few years, we have enhanced our proxy statement to make it clearer, simpler, and more straightforward with a focus on what matters most to stockholders. This includes providing a better understanding of Regions’ strategy, corporate governance, and executive compensation. We hope the following pages will help you better understand the Company and how our governance and compensation practices are linked to performance and accountability in a manner that drives long-term stockholder value. As overseers of the Company, it is the Board’s responsibility to remain highly engaged in the Company’s strategic approach to creating stockholder value, and therefore, we must ensure that communication with our stockholders is a dialogue rather than a monologue. We appreciate your feedback and look forward to meaningful engagement on issues that are important to all of us.

In 2015, Regions enhanced its stockholder outreach program. As part of this effort, during the summer of 2015, your Directors formalized a Director-Stockholder Engagement Framework to better define the roles of management and the Board, as well as stockholders, when engaging with one another. This Framework is designed to guide us all through the engagement process to ensure it is successful and beneficial for everyone involved.

Throughout the year, the Company conducted governance reviews and proactively reached out to stockholders on an individual basis to solicit their feedback on topics of importance to them. To reach a broad audience, Regions also hosted its 2015 Investor Day conference in New York, which was simultaneously webcast. This event was well-attended by investors and analysts and gave us the opportunity to set forth our long-term strategy, which involves, among other things, three areas of focus: (1) grow and diversify revenue, (2) practice disciplined expense management, and (3) effectively deploy capital. The Board remains very focused on the Company’s strategic initiatives to strengthen financial performance, which in turn, will foster long-term sustainable growth for our stockholders.

Let me also extend my heartfelt thanks to George W. Bryan who will not be standing for re-election this year as he reached our mandatory retirement age. He currently chairs the Risk Committee and has also served as a member of both the Audit Committee and the Compensation Committee. Throughout his tenure, he has shared his valuable time and insight, which proved crucial to the growth of Regions during a period of significant change in the financial services industry.

On behalf of the Board, I would like to express our sincere appreciation for the trust you have placed in us, and we look forward to serving you throughout the upcoming year.

March 8, 2016

 

		Sincerely,       Charles D. McCrary Lead Independent Director

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TABLE OF CONTENTS

 

TABLE OF CONTENTS

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS			1
PROXY STATEMENT			2
PROXY SUMMARY			4
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			17
OWNERSHIP OF REGIONS COMMON STOCK			23
Security Ownership of Certain Beneficial Owners			23
Security Ownership of Directors and Executive Officers			23
Stock Ownership and Holding Period Requirements			24
Anti-Hedging and Pledging			25
Section 16(a) Beneficial Ownership Reporting Compliance			25
PROPOSAL 1 — ELECTION OF DIRECTORS			26
What am I voting on?			26
What vote is required to approve this proposal?			26
What does the Board recommend?			26
What is the makeup of the Board, and how often are the members elected?			26
What if a nominee is unable or unwilling to serve?			26
What if a nominee does not receive a majority of votes cast?			27
What criteria were considered by the NCG Committee in selecting the nominees?			27
What is the average tenure of the Directors?			29
Who are this year’s nominees?			29
How much stock are Directors expected to own?			36
How are Directors compensated?			36
CORPORATE GOVERNANCE			38
Stockholder Engagement			38
Our Board Leadership Structure			39
Board, Committee and Individual Director Evaluation Program			41
Continuing Education			41
Director Independence			41
Family Relationships			43
Transactions with Directors			43
Other Business Relationships and Transactions			44
Policies Relating to Transactions with Related Persons and Code of Conduct			45
Director Attendance			47
Director Attendance at the Annual Meeting			47
Meetings of Independent Directors			47
Communications between Stockholders and Other Interested Parties and the Board of Directors			47
Board’s Role in the Risk Management Process			48
Cybersecurity			49
Relationship of Compensation Policies and Practices to Risk Management			50
Compensation Consultant Disclosure			51
Compensation Committee Interlocks and Insider Participation			51
Committees of the Board of Directors			51
Board and Committee Meetings in 2015			51
Committee Composition			52
Audit Committee			53
Compensation Committee			54
Nominating and Corporate Governance Committee			55
Risk Committee			56

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PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			57
What am I voting on?			57
What vote is required to approve this proposal?			57
What does the Board recommend?			57
What services are provided by Ernst & Young LLP?			57
How much was Ernst & Young LLP paid for 2015 and 2014?			57
Will a representative of Ernst & Young LLP be present at the meeting?			58
How long has Ernst & Young LLP been Regions’ independent auditor?			58
AUDIT COMMITTEE REPORT			59
PROPOSAL 3 — NONBINDING STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION (“SAY-ON-PAY”)			60
What am I voting on?			60
What vote is required to approve this proposal?			60
What does the Board recommend?			60
What is the effect of this resolution?			60
COMPENSATION DISCUSSION AND ANALYSIS			61
How Pay is Tied to Company Performance			61
Summary of our Pay for Performance Decisions for 2015			62
Compensation Philosophy and Objectives			63
Compensation-Setting Process and Time-Line			64
2015 Compensation Decisions — What We Paid and Why			66
Other Benefits and Perquisites			71
Compensation Framework, Policies, Processes and Risk Considerations			72
Other Policies and Practices Impacting Compensation Decisions			74
Change-in-Control, Post-Termination and Other Employment Arrangements			76
COMPENSATION COMMITTEE REPORT			78
COMPENSATION OF EXECUTIVE OFFICERS			79
Summary Compensation Table			79
Grants of Plan-Based Awards			81
Outstanding Equity Awards at December 31, 2015			83
Option Exercises and Stock Vested			84
Pension Benefits			84
Nonqualified Deferred Compensation			86
Potential Payments by Regions Upon Termination or Change-in-Control			87
OTHER MATTERS			91
Important Notice Regarding Delivery of Security Holder Documents			91
Cost of Proxy Solicitation			91
Submission of Stockholder Proposals or Nominations for 2017 Annual Meeting of Stockholders			91
Other Business			92
APPENDIX A: GAAP TO NON-GAAP AND OTHER RECONCILIATIONS			A-1

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REGIONS FINANCIAL CORPORATION

1900 Fifth Avenue North

Birmingham, Alabama 35203

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS

To be held Thursday, April 21, 2016

TO THE STOCKHOLDERS OF REGIONS FINANCIAL CORPORATION:

The 2016 Annual Meeting of Stockholders of Regions Financial Corporation (“Regions”), a Delaware corporation, will be held:

Date: Thursday, April 21, 2016

Time: 9:00 A.M., local time

Place: Upper Lobby Auditorium of Regions Bank, 1901 Sixth Avenue North, Birmingham, Alabama 35203

Record Date: February 22, 2016

The annual meeting is being held for the following purposes:

 

1.	Election to our Board of Directors of the 11 nominees named in the proxy statement to serve as Directors until the next annual meeting of stockholders 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 2016; and

 

3.	Nonbinding stockholder approval of executive compensation.

We also will act on any other business that may properly come before the meeting, although we have not received notice of any other matters that may be properly presented.

The Board of Directors fixed the close of business on February 22, 2016, as the record date for the annual meeting. This means that only Regions common stockholders of record at such date are entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement of the meeting. A complete list of Regions stockholders of record entitled to vote at the meeting will be made available for inspection by any Regions stockholder for 10 days prior to the meeting at the principal executive offices of Regions and at the time and place of the meeting.

The annual meeting will begin promptly at 9:00 A.M., local time, and check-in will begin at 8:00 A.M., local time. Please allow ample time for the check-in process. To be admitted to our annual meeting, you must present proof of your stock ownership as of the record date and a valid, government-issued photo identification. See page 18 for further details regarding proof of stock ownership. Your vote is important. Whether or not you plan to attend the annual meeting, you are encouraged to submit your proxy with voting instructions. To vote your shares, please follow the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail. If you vote by telephone or via the Internet, you need not return a proxy card. You may revoke your proxy at any time before the vote is taken by notifying the Corporate Secretary of Regions in writing or by validly submitting another proxy by telephone, Internet or mail. If you are present at the meeting, you may vote your shares in person, which will supersede your proxy. If you hold shares through a broker or other custodian, check the voting instructions provided to you by that broker or custodian.

 

March 8, 2016						By Order of the Board of Directors
								Fournier J. Gale, III
								Corporate Secretary

 

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REGIONS FINANCIAL CORPORATION

1900 Fifth Avenue North

Birmingham, Alabama 35203

March 8, 2016

PROXY STATEMENT

The Board of Directors (the “Board”) of Regions Financial Corporation (“Regions”, “Company”, “we”, “us”, or “our”) is furnishing you with this proxy statement to solicit proxies on its behalf to be voted at the 2016 Annual Meeting of Stockholders of Regions. The 2016 Annual Meeting will be held in the Upper Lobby Auditorium of Regions Bank, 1901 Sixth Avenue North, Birmingham, Alabama 35203 on Thursday, April 21, 2016, at 9:00 A.M., local time. The proxies also may be voted at any adjournments or postponements of the annual meeting.

The mailing address of our principal executive offices is 1900 Fifth Avenue North, Birmingham, Alabama 35203. We are first furnishing the proxy materials to stockholders on March 8, 2016.

All properly executed written proxies and all properly completed proxies submitted by telephone or Internet that are delivered pursuant to this solicitation will be voted at the 2016 Annual Meeting of Stockholders in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.

Only owners of record of shares of Regions common stock as of the close of business on February 22, 2016, the record date, are entitled to notice of, and to vote at, the meeting or at any adjournments or postponements of the meeting. Each owner of record on the record date is entitled to one vote for each share of common stock held. On February 22, 2016, there were 1,277,092,719 shares of common stock issued and outstanding.

We are continuing to use the Securities and Exchange Commission rule that allows us to furnish our proxy materials to stockholders over the Internet. This means most of our stockholders will receive only a notice containing instructions on how to access the proxy materials over the Internet and vote online. This offers a convenient way for stockholders to review the materials while substantially reducing our printing and mailing expenses. If you receive the notice but would still like to receive paper copies of the proxy materials, please follow the instructions on the notice or on the website referred to on the notice.

We ask you to consider signing up to receive these materials electronically in the future by following the instructions after you vote your shares over the Internet. By delivering proxy materials electronically to our stockholders, we reduce the environmental impact of our meeting. To enroll for electronic delivery, visit http://enroll.icsdelivery.com/rf.

 

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

What is the purpose of the annual meeting?

 

At our 2016 Annual Meeting, stockholders will act upon the matters outlined in the Notice of 2016 Annual Meeting of Stockholders on page 1 and described in this proxy statement.

What matters or proposals are scheduled to be presented, and what vote is required to approve each proposal?

 

The matters to be acted upon at the meeting are:

 

				Board Recommendation		More Information		Votes Required for Approval
PROPOSAL 1		Election of Directors		FOR each Nominee		Page 26		Affirmative “FOR” vote of a majority of the votes cast for or against each of these proposals.   Abstentions and broker non-votes have no effect on the vote results for these proposals.
PROPOSAL 2		Ratification of Appointment of Independent Registered Public Accounting Firm		FOR		Page 57
PROPOSAL 3		Nonbinding Stockholder Approval of Executive Compensation		FOR		Page 60

Could other matters be decided at the annual meeting?

 

We are not aware of any other matters that will be voted on at the meeting. If, however, other matters properly come before the meeting, or at any adjournment or postponement thereof, the persons named as proxies for stockholders will vote on those matters in a manner they consider appropriate.

What were the voting results of last year’s annual meeting?

 

At Regions’ annual meeting held in 2015, the stockholders re-elected Regions’ 12 nominees, ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the 2015 fiscal year, approved executive compensation (“Say-on-Pay”) and approved the Company’s 2015 Long Term Incentive Plan (“2015 LTIP”). The following is a summary of the voting on each matter presented to our stockholders last year:

 

Eligible Votes			1,342,806,171
Total Voted			1,131,464,057				(84.26%	)
Broker Non-Votes			189,128,270				(14.08%	)

 

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 

What is a proxy statement, and what is a proxy?

 

In accordance with the federal securities laws and the regulations of the SEC, a proxy statement is a document we give to you, or provide you access to, when we are soliciting your vote.

A proxy is your designation of another person to vote stock that you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. We refer to this as your “proxy vote.”

Fournier J. Gale, III, our General Counsel and Corporate Secretary, and Hope D. Mehlman, our Assistant General Counsel and Assistant Corporate Secretary, have been designated as the proxies to cast the votes of our stockholders at our 2016 Annual Meeting.

What is Notice and Access?

 

Notice and Access is an SEC rule that allows us to furnish our proxy materials over the Internet to our stockholders instead of mailing paper copies of those materials to each stockholder. As a result, beginning on or about March 9, 2016, we will send to most stockholders a Notice of Internet Availability of Proxy Materials by mail or email containing instructions on how to access our proxy materials over the Internet and vote online.

The Notice of Internet Availability of Proxy Materials is not a proxy card and cannot be used to vote your shares. If you received a notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice or on the website referred to in the notice.

Who is entitled to vote at the meeting, and what are my voting rights?

 

The Board set February 22, 2016, as the record date for the annual meeting. If you were a stockholder of record at the close of business on February 22, 2016, you are entitled to vote at the meeting. As of the record date, 1,277,092,719 shares of our common stock were issued and outstanding and, therefore, eligible to be voted at the meeting. Holders of our common stock are entitled to one vote per share. Therefore, a total of 1,277,092,719 votes are entitled to be cast at the meeting. There is no cumulative voting.

Holders of our Depositary Shares, each representing 1/40th interest in a share of our Non-Cumulative Perpetual Preferred Stock, Series A (the “Class A Depositary Shares”) or representing 1/40th interest in a share of our Non-Cumulative Perpetual Preferred Stock, Series B (the “Class B Depositary Shares”), are not entitled to vote at the meeting.

How many shares must be present to hold the meeting?

 

A majority of the outstanding shares of Regions common stock must be present, in person or by properly executed or otherwise documented proxy, to constitute a quorum at the annual meeting. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present.

We urge you to vote promptly by proxy, even if you plan to attend the meeting, so that we will know as soon as possible that enough shares will be present for us to hold the meeting.

Who can attend the annual meeting?

 

Only common stockholders of Regions at the close of business on February 22, 2016, the record date, may attend the annual meeting.

Admission to the annual meeting will be on a first-come, first-served basis. You will need a valid government-issued identification to gain admission. Admission to our annual meeting is limited to our registered and beneficial stockholders as of the record date and persons holding valid proxies from stockholders of record.

To be admitted to our annual meeting, you also must bring proof of your stock ownership as of the record date, such as the Admission Ticket appearing on your proxy card or the Notice of Internet Availability of Proxy Materials if you are a stockholder of record. If your shares are held at a bank or broker, you should bring the Notice of Internet Availability of Proxy Materials you received in the mail or a brokerage statement evidencing ownership of Regions common stock as of the record date. Stockholders who do not present the Admission Ticket or other proof of ownership will be admitted only upon verification of ownership at the registration desk.

For security reasons, no large bags, backpacks, briefcases or packages will be permitted in the annual meeting, and security measures will be in effect to provide for the safety of attendees. The use of any electronic devices such as cameras (including mobile phones with photographic capabilities), recording devices, smartphones, tablets, laptops and other similar devices is strictly prohibited.

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 

What is the difference between being a stockholder of record and a “street name” holder or “beneficial owner”?

 

If your shares are registered directly in your name with Computershare, our transfer agent, you are considered the stockholder of record with respect to those shares.

If your shares are held in a brokerage account or by another nominee or custodian, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in street name, you will have the opportunity to instruct your broker, bank, trustee or other nominee as to how to vote your shares. Street name stockholders may only vote in person if they have a legal proxy as subsequently discussed in detail.

How do I vote my shares as a stockholder of record?

 

If you are the record holder of your shares, there are several ways you can vote by proxy:

 

		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).
		To vote over the Internet, visit www.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 request printed copies of the proxy materials be sent to you by mail, vote by proxy by filling out the proxy card and return it in the envelope provided to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.
		Additionally, you may vote in person at the annual meeting. We will collect the proxy cards prior to the vote being finalized.

If you have Internet access, we encourage you to record your vote through the Internet to reduce corporate expenses. The deadline for voting by telephone or through the Internet is 11:59 P.M., Eastern Time on April 20, 2016. If you vote by mail, your proxy card must be received by April 20, 2016.

How do I vote my shares held in street name?

 

If your shares are held in nominee or street name, you may vote your shares before the meeting by phone or over the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials you received or, if you received a Voting Instruction Form from your brokerage firm, by mail by completing, signing and returning the form you received. You should check your Voting Instruction Form to see if Internet or telephone voting is available to you. Although most brokers and nominees offer telephone and Internet voting, availability and specific processes will depend on their voting arrangements. See the Notice of Internet Availability of Proxy Materials or Voter Instruction Form for available options.

If you have Internet access, we encourage you to record your vote through the Internet to reduce corporate expenses. The deadline for voting by telephone or through the Internet for most street name holders is 11:59 P.M., Eastern Time on April 20, 2016. If you vote by mail, we must receive your Voter Instruction Form by April 20, 2016.

If you hold your shares through a broker, bank or other nominee and you wish to vote in person at the meeting, you will need to bring a legal proxy to the meeting, which you must request through your broker, bank, or other nominee. Note that if you request a legal proxy, any proxy with respect to your shares of our common stock previously executed by your broker, bank or other nominee will be revoked and your vote will not be counted unless you appear at the meeting and vote in person or legally appoint another proxy to vote on your behalf.

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 

How do I vote if I hold my stock through the Regions 401(k) Plan?

 

If you are a participant in the Regions 401(k) Plan, the electronic voting instructions constitute the voting instruction form and cover all shares you may vote under the Regions 401(k) Plan. Under the terms of the Regions 401(k) Plan, the Regions 401(k) Plan trustee votes all shares held by the Regions 401(k) Plan, but each participant may direct the trustee how to vote the shares of Regions common stock allocated to his or her Regions 401(k) Plan account. If you own shares through the Regions 401(k) Plan and do not submit voting instructions, the Regions 401(k) Plan trustee will vote the shares in favor of Proposals 1, 2 and 3. To vote your stock held in the Plan, you must do one of the following by 11:59 P.M., Eastern Time on April 18, 2016:

 

		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).
		To vote over the Internet, visit www.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 will also need your 16 digit control number that appears on your proxy card.
		If you request printed copies of the proxy materials be sent to you by mail, vote by proxy by filling out the proxy card and return it in the envelope provided to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

How do I vote if I hold my stock through the dividend reinvestment plan?

 

If you are a participant in the Computershare Investment Plan for Regions Financial Corporation (the dividend reinvestment plan), the proxy card or electronic voting instructions cover all shares allocated to your account under the plan. If you do not return your proxy card, or vote by telephone or over the Internet, your shares in the dividend reinvestment plan will not be voted. To vote your stock held in the dividend reinvestment plan, follow the above instructions.

Can I change my vote after submitting my proxy?

 

If you voted over the Internet or by telephone, you can change your vote by voting again over the Internet or by telephone before 11:59 P.M., Eastern Time on April 20, 2016.

You can revoke your proxy at any time before the vote is taken at the annual meeting by submitting to our Corporate Secretary written notice of revocation or a properly executed proxy of a later date, or by attending the annual meeting and voting in person. Written notices of revocation and other communications about revoking Regions proxies should be addressed to:

Regions Financial Corporation

1900 Fifth Avenue North

Birmingham, Alabama 35203

Attention: Fournier J. Gale, III, Corporate Secretary

If your shares are held in street name, you should follow the instructions of your broker regarding the revocation of proxies.

What if I do not specify how I want my shares voted?

 

If you requested printed copies of the proxy materials and sign and return your proxy card without giving specific voting instructions, your proxy will be voted in accordance with the Board’s recommendations.

Our telephone and Internet voting procedures do not permit you to submit your proxy vote by telephone or Internet without specifying how you want your shares voted.

Will my shares be voted if I don’t provide my proxy and don’t attend the annual meeting?

 

If you do not provide a proxy or vote your shares held in your name, your shares will not be voted.

As previously described, if you hold your shares through the Regions 401(k) Plan and do not vote your shares, your shares (along with all other shares in the Plan for which votes are not cast) will be voted by the Plan trustee and in favor of Proposals 1, 2 and 3.

If you are a participant in the Computershare Investment Plan for Regions and do not return your proxy card, or vote by telephone or over the Internet, your shares in that plan will not be voted.

If you hold your shares in street name and do not give your broker instructions on how to vote your shares, see the next question.

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 

What if I am a beneficial owner and do not give voting instructions to my broker?

 

As a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your broker by the deadline provided in the materials you receive from your broker. If you do not provide voting instructions to your broker, whether your shares can be voted depends on the item being considered for vote. Brokers may not vote shares held in street name on non-routine matters unless they have received voting instructions from the beneficial owners on how to vote those shares. If you hold your shares in street name and do not give your broker instructions on how to vote your shares, the broker will return the proxy card without voting on proposals not considered “routine.” This is known as a broker non-vote.

Therefore, without instructions from you, the broker may not vote on any proposal other than Proposal 2 (the ratification of appointment of Ernst & Young LLP as our independent registered public accounting firm for 2016).

Brokers and other nominees will not be able to vote your shares regarding Proposal 1 (election of Directors) or Proposal 3 (nonbinding stockholder approval of executive compensation) unless you return your voting instruction form or submit your voting instructions by telephone or over the Internet.

Has Regions hired a proxy solicitor?

 

We have made arrangements with Innisfree M&A Incorporated to assist us in soliciting proxies. We also may use several of our associates, without additional compensation, to solicit proxies from Regions stockholders, either personally or by telephone, facsimile, email or letter on Regions’ behalf.

If you have any questions or need assistance voting your shares, please contact Innisfree M&A Incorporated:

 

		Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022.
		Stockholders may call Innisfree toll-free: 1-888-750-5834.
		Banks and brokers may call Innisfree collect: 1-212-750-5833.

How does the Board recommend that I vote?

 

For the reasons set forth in more detail later in this proxy statement, the Board recommends you vote:

 

•

FOR all the nominees named in this proxy statement (Proposal 1)

 

•

FOR the ratification of appointment of Ernst & Young LLP as Regions’ independent registered public accounting firm for the year 2016 (Proposal 2)

 

•

FOR the nonbinding stockholder approval of executive compensation (Proposal 3)

All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with the instructions received.

Who counts the votes?

 

We have hired Broadridge Financial Solutions, Inc. to count the votes represented by proxies and cast in person by ballot and to act as Inspector of Election. A representative from Broadridge will be present at the annual meeting.

When will the Company announce the voting results?

 

We will announce the preliminary voting results at the annual meeting. The Company will report the final voting results in a Current Report on Form 8-K filed with the SEC within four business days of the annual meeting.

How can I access Regions’ proxy materials and annual report electronically?

 

This proxy statement, the Company’s 2015 Annual Report on Form 10-K, and the Chairman’s Letter are available to Regions stockholders on the Internet in the Investor Relations section of www.regions.com and at www.proxyvote.com through the notice and access process.

Most stockholders can elect to view future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail. If you already have Internet access, there will be no additional charge for you to have electronic access through the Internet to our proxy materials and annual report.

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 

If you are a registered stockholder, you can choose to receive future proxy statements and annual reports electronically by following the prompt if you choose to vote through the Internet. Stockholders who choose to view future proxy statements and annual reports through the Internet will receive an email with instructions containing the Internet address of those materials, as well as voting instructions, approximately four weeks before future meetings.

If you elect to view our future proxy statements and annual reports electronically and vote your proxy through the Internet, your enrollment will remain in effect for all future stockholder meetings until you cancel it. To cancel, registered stockholders should access http://enroll.icsdelivery.com/rf and follow the instructions to cancel your enrollment. If you hold your Regions stock in nominee name, check the information provided by your broker or nominee for instructions on how to cancel your enrollment.

If at any time you would like to receive a paper copy of the proxy statement or annual report, please email investors@regions.com, call 205-581-7890, or write to Investor Relations, Regions Financial Corporation, 1900 Fifth Avenue North, Birmingham, Alabama 35203.

We also encourage you to visit the Investor Relations section of www.regions.com which, among other things, will enable you to learn more about Regions and elect to view future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail.

 

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OWNERSHIP OF REGIONS COMMON STOCK

 

OWNERSHIP OF REGIONS COMMON STOCK

 

 

Security Ownership of Certain Beneficial Owners

 

The following table sets forth the beneficial ownership of our common stock by any stockholder known to us to own more than 5 percent of the outstanding shares of our common stock as of the Record Date. The number of shares and percentage of our outstanding common stock indicated in the table are as reported by the respective stockholder in its most recent Schedule 13G filed with the SEC:

 

		Amount and Nature of Beneficial Ownership
Name and Address of Beneficial Owner		No. of Common Shares				% of Class
BlackRock, Inc. (and subsidiaries) (1) 55 East 52nd Street New York, New York 10055			92,412,362				7.1%
FMR LLC (and subsidiaries) (2) 245 Summer Street Boston, Massachusetts 02210			116,895,209				8.95%
State Street Corporation (and subsidiaries) (3) One Lincoln Street Boston, Massachusetts 02111			74,029,397				5.7%
The Vanguard Group, Inc. (and subsidiaries) (4) 100 Vanguard Blvd. Malvern, Pennsylvania 19355			110,259,940				8.44%

(1)

This information was derived from the Schedule 13G filed on January 27, 2016, by BlackRock, Inc. and subsidiaries, which states that BlackRock has sole voting power over 80,478,255 shares and sole dispositive power over 92,412,362 shares as of December 31, 2015, which constitutes 7.2% of our outstanding common stock as of the Record Date.

(2)

This information was derived from the Schedule 13G filed on February 12, 2016, by FMR LLC and subsidiaries, which states that FMR LLC has sole voting power over 15,960,471 shares and sole dispositive power over 116,895,209 shares as of December 31, 2015, which constitutes 9.2% of our outstanding common stock as of the Record Date.

(3)

This information was derived from the Schedule 13G filed on February 12, 2016, by State Street Corporation and subsidiaries, which states that State Street Corporation has shared voting and shared dispositive power over 74,029,397 shares as of December 31, 2015, which constitutes 5.8% of our outstanding common stock as of the Record Date.

(4)

This information was derived from the Schedule 13G filed on February 10, 2016, by The Vanguard Group, Inc. and subsidiaries, which states that The Vanguard Group, Inc. has sole voting power over 2,458,748 shares, sole dispositive power over 107,684,656 shares, and shared dispositive power over 2,575,284 shares as of December 31, 2015, which constitutes 8.6% of our outstanding common stock as of the Record Date.

Security Ownership of Directors and Executive Officers

 

 

 

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OWNERSHIP OF REGIONS COMMON STOCK

 

 

Name of Beneficial Owner		Shares of Common Stock (1)				Number of Shares Subject to Exercisable Options				Total Number of Shares Beneficially Owned				Percent of Class				Additional Underlying Units (2)				Total Shares Beneficially Owned Plus Additional Underlying Units
Current Directors including Nominees for Director
George W. Bryan (3)			133,031				14,000				147,031				*				4,300				151,331
Carolyn H. Byrd			50,558				0				50,558				*				35,705				86,263
David J. Cooper, Sr.			172,853				21,177				194,030				*				18,497				212,527
Don DeFosset			76,120				21,177				97,297				*				14,852				112,149
Eric C. Fast (4)			83,063				0				83,063				*				77,823				160,886
O. B. Grayson Hall, Jr.			398,567				451,700				850,267				*				1,115,823				1,966,090
John D. Johns (5)			20,941				0				20,941				*				49,112				70,053
Ruth Ann Marshall			57,764				0				57,764				*				47,305				105,069
Susan W. Matlock			48,003				14,000				62,003				*				91,190				153,193
John E. Maupin, Jr.			53,543				14,000				67,543				*				59,089				126,632
Charles D. McCrary			92,329				21,177				113,506				*				159,555				273,061
Lee J. Styslinger III			78,498				14,000				92,498				*				132,356				224,854
Other Named Executive Officers (See Summary Compensation Table)
John B. Owen (6)			189,528				128,191				317,719				*				268,981				586,700
David J. Turner, Jr. (7)			182,998				113,632				296,630				*				270,021				566,651
C. Matthew Lusco (8)			73,092				0				73,092				*				208,303				281,395
Fournier J. Gale, III (9)			95,304				114,065				209,369				*				187,549				396,918
Directors and executive officers as a group (26 persons)			2,882,636				4,241,333				7,123,969				*				4,150,349				11,274,318

*	Less than 1 percent

(1)	Includes share equivalents held in the Regions 401(k) Plan.

(2)	Additional underlying units may include notional shares allocated under the DDSIP, share equivalents held in the Regions Supplemental 401(k) Plan, restricted stock units or performance stock units.

(3)	Includes 18,580 shares held by Director Bryan’s spouse.

(4)	Includes 20,000 shares held in a grantor retained annuity trust.

(5)	Includes 384 shares held by Director Johns’ spouse, as to which he disclaims beneficial ownership, and 1,661 shares held in an IRA.

(6)	Includes 174,857 shares held jointly with spouse.

(7)	Includes 98,363 shares held jointly with spouse, 1,726 shares held by Mr. Turner’s spouse, 575 shares held for Mr. Turner’s children, and 65,000 held in family trusts.

(8)	Includes 8,000 shares held in an IRA

(9)	Includes 7,400 shares held in an IRA.

 

 

Stock Ownership and Holding Period Requirements

 

 

 

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OWNERSHIP OF REGIONS COMMON STOCK

 

Anti-Hedging and Pledging

 

 

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

 

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

PROPOSAL 1 — ELECTION OF DIRECTORS

What am I voting on?

 

You are voting on a proposal to elect 11 nominees for a one-year term as Directors of the Company.

What vote is required to approve this proposal?

 

Each nominee requires the affirmative “FOR” vote of a majority of the votes cast for or against the nominee. Abstentions and broker non-votes have no effect on the vote results.

What does the Board recommend?

 

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

The nominees are:

 

Carolyn H. Byrd		Ruth Ann Marshall
David J. Cooper, Sr.		Susan W. Matlock
Don DeFosset		John E. Maupin, Jr.
Eric C. Fast		Charles D. McCrary
O. B. Grayson Hall, Jr.		Lee J. Styslinger III
John D. Johns

What is the makeup of the Board, and how often are the members elected?

 

All Directors are elected annually. Our Board currently has 12 members.

 

Board Composition
Independent Directors			92%
Fewer than 10 Years of Board Tenure			50%
Diversity •    Women •    Ethnicity			25% 17%
Banking or Financial Industry Experience			58%
CEO Experience			67%
Other Public Company Board Experience			83%

Under the Company’s Corporate Governance Principles, each Director is required to retire immediately prior to the call to order of the annual stockholders’ meeting of the Company following his or her 72^nd birthday. Director George W. Bryan, having reached the mandatory retirement age, will not stand for re-election at our 2016 Annual Meeting. Our Board extends its sincere gratitude to Mr. Bryan for his outstanding leadership and dedicated service. Mr. Bryan is the outgoing Chair of our Risk Committee and a member of our Audit Committee. He also previously served on our Compensation Committee. We are immensely grateful for his many contributions to the Company over his years of service and wish him all the best in his retirement.

As permitted by the By-Laws, the Board has determined that, effective at the annual meeting, the Board will consist of 11 members, to be elected for a term of one year expiring at the 2017 Annual Meeting. Any Director vacancies created between annual meetings (such as by a current Director’s death, resignation, removal or an increase in the number of Directors) may be filled by a majority vote of the remaining Directors then in office. Any Director appointed in this manner would hold office until the next election.

What if a nominee is unable or unwilling to serve?

 

This is not expected to occur, as all nominees have previously consented to serve for the upcoming one-year term. 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 will be voted for a substitute candidate nominated by the Board.

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

What if a nominee does not receive a majority of votes cast?

 

Under our By-Laws, each of the 11 nominees will be elected if a majority of the votes cast at the annual meeting at which a quorum is present are voted in favor of the Director. This means that the number of shares voted “for” a nominee must exceed the number of shares voted “against” the nominee. Shares voting “abstain” and broker non-votes will have no effect on the election.

Under the Corporate Governance Principles, an incumbent nominee who fails to receive a majority of the votes cast with respect to the election must submit his or her resignation. The NCG Committee will consider the resignation and any factors it deems relevant in deciding whether to accept the resignation and recommend to the Board the action to be taken. The Director whose resignation is under consideration will abstain from participating in any decision regarding his or her resignation.

The Board will take action within 90 days following certification of the stockholder vote unless such action would cause Regions to fail to comply with requirements of the New York Stock Exchange (the “NYSE”) or the securities laws, in which event Regions will take action as promptly as practicable while continuing to meet such requirements.

The Board will promptly disclose its decision and the reasons for the decision in a Current Report on Form 8-K filed with the SEC. If the resignation is not accepted, the Director will continue to serve until the next annual meeting and until the Director’s successor is duly elected and qualified.

What criteria were considered by the NCG Committee in selecting the nominees?

 

The NCG Committee is charged with identifying and evaluating individuals to be recommended to the Board and are believed to be qualified to become Directors. The NCG Committee will consider and assess candidates consistent with criteria established by the Board and set forth in the Corporate Governance Principles and will consider such pertinent issues and factors bearing on the qualifications of candidates in light of such criteria. The NCG Committee may, from time to time, use its authority under its charter to retain a professional search firm to help identify candidates. During 2015, the NCG Committee engaged a professional search firm to assist in compiling information concerning potential nominees.

The Corporate Governance Principles affirm that the Board will seek members from diverse professional backgrounds, who combine a broad spectrum of experience and expertise with a reputation for integrity, to ensure that the Board maintains an appropriate mix of skills and characteristics to meet the needs of the Company. Directors should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated and be selected based upon contributions they can make to the Board and management. Although the Company does not have a formal policy with respect to Board diversity, the NCG Committee actively considers diversity in its recruitment and nomination of individuals for directorship, and diversity is one component of the Board’s annual self-evaluation. To ensure full flexibility in choosing candidates for nomination, there is no formal process for implementing the nomination policy.

In addition to the items specified in the Corporate Governance Principles, the NCG Committee also considers the technical and professional skills that these nominees have gained through their leadership roles. Such skills may include, but not limited to, corporate governance, strategic planning, financial, information technology, cybersecurity, business risk assessment, financial modeling, marketing, real estate, insurance, strategic planning, regulatory, international, executive compensation and legal.

Regions’ By-Laws establish the procedures and requirements for a stockholder to nominate candidates for Director. For Regions’ 2017 Annual Meeting, such notice must be submitted to the Corporate Secretary and be delivered no earlier than November 8, 2016, and no later than December 8, 2016. The notice must be accompanied by all required information relating to each nominee as described in Regions’ By-Laws, including information to be disclosed in solicitations of proxies for election of Directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, and various statements, consents and agreements provided by the nominee. The Company’s By-Laws include additional information that is required to be submitted with the notice about the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made.

See the section Submission of Stockholder Proposals or Nominations for 2017 Annual Meeting of Stockholders on page 91 for further instructions on how to submit such nominations and what must be included with the submission. It is the current policy and practice of the NCG Committee to evaluate any qualified candidate for Director under the applicable criteria without regard to the source of the recommendation of the candidate. A stockholder who desires to recommend a candidate for Director should follow the procedure set forth in our By-Laws.

The NCG Committee considers a wide breadth of factors and characteristics when evaluating nominees. In selecting the 2016 nominees, the NCG Committee believes it selected candidates who possess the highest personal and professional ethics, integrity and values. Candidates are also committed to representing the long-term interests of Regions stockholders. In addition to reviewing a candidate’s background and accomplishments, the NCG Committee reviewed candidates for directorship in the context of the current composition of the Board and Regions’ evolving needs. The NCG Committee also considered the number of boards on which the candidates already serve. It is the Board’s policy that at all times at least a substantial majority of its members meet the standards of independence promulgated by the SEC and the NYSE, and as set forth in the Company’s Corporate Governance Principles. The NCG Committee also sought to ensure that the Board reflects a range of talents, ages, skills, diversity, and expertise, particularly in the areas of accounting and finance, management, strategic planning, leadership, and financial related industries, sufficient to provide sound and prudent guidance with respect to Regions’ operations and interests.

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

The Board seeks to maintain a diverse membership. The Board also requires that its members be able to dedicate the time and resources necessary to ensure the diligent performance of their duties on the Company’s behalf, including attending Board and Committee meetings.

The following are some key qualifications and skills the NCG Committee considered in evaluating the nominees.

 

		Experience or Acumen		Description
		CEO or senior executive officer experience		We believe that Directors with CEO or senior executive officer experience provide Regions with valuable insights. These individuals have a demonstrated record of leadership qualities and a practical understanding of organizations, processes, strategy, risk and risk management and the ability to drive change and growth. Through their service as top leaders at other organizations, they also bring valuable perspective on common corporate issues affecting both their company and Regions.
		Banking and/or financial services industry experience		We seek to have Directors with leadership experience as executives or directors or experience in other capacities in the financial services industry. The financial services industry has issues, risks and opportunities that do not exist or are different from other types of businesses. Directors with financial services industry experience have valuable perspective on issues specific to Regions’ business.
		Financial and/or accounting acumen		We believe that an understanding of finance and financial reporting processes is important for our Directors. Regions measures its operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and robust auditing are critical to Regions’ success. We seek to have a number of Directors who qualify as audit committee financial experts, and we expect all of our Directors to be financially knowledgeable.
		Outside Board experience		Directors that sit on other public company boards are able to provide valuable comparisons to Regions’ corporate practices. They often gain significant experience and skills from service on other public boards that prove to be valuable to Regions.
		Innovator/ growth creator		Regions’ future success depends, in part, on its success in growing our businesses. Directors with a track record of innovation and growth creation experience provide a valued perspective on our opportunities to grow.
		Operations acumen		Directors who have significant expertise in operations will often have a better dialog with management on operational issues. They can probe more deeply into potential problems and opportunities with respect to business operations.
		Corporate governance and/or regulatory acumen		The financial services industry is heavily regulated. A Director who has significant corporate governance acumen or experience with regulatory authorities is better situated to oversee and advise management on governance and regulatory issues.
		Risk, compliance and/or legal acumen		Risk management, compliance and the management of legal risk are critical elements of our business. Directors with significant knowledge in these areas are better situated to oversee and advise management with respect to these complex issues.
		Executive compensation and/or benefits acumen		Directors with a significant understanding of executive compensation understand its various forms, the purpose of each type and how these can be used to motivate executives and drive performance while not encouraging imprudent risk.
		Strategic planning or strategy development experience		Directors who understand how to plan for the future of the Company in a strategic fashion are better able to interact, oversee and advise management effectively with respect to the formulation and execution of the Company’s strategic planning.
		Environmental and/or sustain-ability acumen		Directors who have a significant understanding of environmental issues or issues involving sustainability are better situated to oversee and advise management with respect to these important issues. For Regions, sustainability is not just an environmental issue; it is also an issue regarding making our business and profits sustainable.

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

The following are some of the personal attributes, which each nominee possesses.

 

Attribute		Description
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.
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.
Leader		Leadership skills include the ability to: •    appropriately represent Regions; •    set appropriate Board and organizational culture; and •    make and take responsibility for decisions and actions.
Financially Literate		The ability to read and understand fundamental financial statements and make appropriate decisions.
Unbiased		The ability to represent all stockholders and not a particular interest group.
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.
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 part of a team, and demonstrate the passion and time to make a genuine and active contribution to the Board.
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.
Commitment		The ability to commit the time necessary to function as an effective Director by attending on-site meetings in person.

The individual Director biographies that follow provide additional information about each nominee’s specific experiences, qualifications and skills.

What is the average tenure of the Directors?

 

Our Directors have a variety of lengths of tenure, with the average tenure being 11 years; however, of the 11 nominees, 6 have served on our Board for 9 years or less, and 5 have served between 11 and 15 years. Following Director Bryan’s retirement, the average tenure will be 9.4 years among the remaining nominees. The NCG Committee, which is responsible for nominating individuals to the Board, considers tenure, among many other factors, when making its determination with respect to Director nominations.

By nominating Directors for continued service on our Board, the NCG Committee believes that a Director is able to become intimately acquainted with all aspects of our business and best direct our course over time. Our long-serving Directors have vital expertise and institutional knowledge that provides the Board with a better understanding of our business. The NCG Committee believes that this knowledge and perspective continues to generate long-term value for all of our stakeholders. Notwithstanding a Director’s tenure, each Director is evaluated annually by the NCG Committee to ensure he or she continues to possess valuable skills, talents and expertise that Regions believes are necessary for the long-term success of our Company.

Who are this year’s nominees?

 

All of the 2016 nominees being voted upon at the annual meeting are Directors standing for re-election.

The following biographies show the age and principal occupations during at least the past five years for each nominee, the year the nominee was first elected to the Board of Regions, and the directorships he or she now holds and have held within at least the last five years with corporations subject to the registration or reporting requirements of the Exchange Act or registered under the Investment Company Act of 1940. The Board believes that all the nominees are highly qualified. Each nominee’s key experiences, qualifications, attributes or skills that led the Board to conclude that he or she should serve as a Director of Regions are subsequently described. There are no family relationships among our Directors and executive officers.

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

On July 1, 2004, Regions became the successor by merger to Union Planters Corporation and the former Regions Financial Corporation. Several of our Directors were previously members of the boards of directors of either of those companies. On November 4, 2006, AmSouth Bancorporation was merged with and into Regions. Several of the members of the board of directors of AmSouth Bancorporation joined the Board of Regions at that time.

The Directors of Regions also serve as the Board members of Regions Bank, an Alabama state-chartered commercial bank and wholly-owned subsidiary of Regions.

 

 

 

Carolyn H. Byrd Independent Director Since:  2010 Age:  67		Regions Committees:   •    Audit Committee (Chair) (Audit Committee Financial Expert) •    Risk Committee   Public Directorships:   •    Popeyes Louisiana Kitchen, Inc. •    Federal Home Loan Mortgage Corporation (“Freddie Mac”)   Ms. Byrd is the Chairman and Chief Executive Officer of GlobalTech Financial, LLC (“GlobalTech”), in Atlanta, Georgia, which she founded in 2000. GlobalTech specializes in business process outsourcing and financial consulting.
		Skills and Qualifications:   Prior to forming GlobalTech in 2000, Ms. Byrd had a long career with The Coca-Cola Company, where she was ultimately appointed Vice President, Chief of Internal Audits and Director of the Corporate Auditing Department. In this position, she provided leadership for the worldwide audits of The Coca-Cola Company. Ms. Byrd served as Senior Account Officer with Citibank, N.A. in New York before joining The Coca-Cola Company.   At Popeyes Louisiana Kitchen, Inc., Ms. Byrd serves on the Audit Committee and Executive Committee and is Chair of the Corporate Governance and Nominating Committee. At Freddie Mac, she serves as Chair of the Audit Committee and serves as a member of the Nominating and Governance Committee and Executive Committee. She previously served on the Audit Committee of Circuit City Stores, Inc., RARE Hospitality International, Inc. and The St. Paul Travelers Companies. Ms. Byrd earned her Bachelor of Science degree from Fisk University and a Masters in Finance and Business Administration from the University of Chicago Graduate School of Business. Ms. Byrd has held many positions in which she was responsible for key managerial, strategic, financial and operational decisions, and such positions provide significant experience to draw upon in her capacity as a Director of Regions. Her service on the boards of directors of a variety of large public companies, including Freddie Mac, further augments her experience. All of these qualifications make her well qualified to be a member of Regions’ Board.

 

 

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

David J. Cooper, Sr. Independent Director Since:  2006 Age:  70		Regions Committees:   •    Compensation Committee •    Nominating and Corporate Governance Committee   Mr. Cooper served on the board of directors of AmSouth Bancorporation from 2005 to 2006. He is currently the Vice Chairman and was previously the President of Cooper/T. Smith Corporation, a privately held corporation that is one of the largest stevedoring and maritime-related firms in the United States. He also serves as a director of Alabama Power Company, a wholly-owned subsidiary of The Southern Company. Alabama Power Company has no publicly traded common stock.
		Skills and Qualifications:   After graduating from the University of Alabama School of Commerce and Business Administration, Mr. Cooper joined his family’s stevedoring company, Cooper/T. Smith Corporation. Under the direction of Mr. Cooper and his brother, the company expanded its activities to over 37 ports on the East, West and Gulf Coasts of the United States, with additional operations in South America. The company has diversified its business interests, including warehousing, terminal operations, tugboats, push boats, barging and restaurants. Mr. Cooper is also active in civic and educational organizations.   Mr. Cooper served on the board of directors of SouthTrust Corporation and SouthTrust Bank prior to joining the board of AmSouth Bancorporation, which merged with Regions in 2006. Mr. Cooper’s service on the board of Alabama Power Company provides him with insight in an industry that, similar to banking, is highly regulated. He also brings to our Board extensive knowledge of how to effectively run a large business with international operations as evidenced by the diversification and growth of Cooper/T. Smith Corporation under his direction. Mr. Cooper’s experience makes him well qualified to be a member of Regions’ Board.

 

 

 

Don DeFosset Independent Director Since:  2006 Age:  67		Regions Committees:   •    Compensation Committee (Chair) •    Risk Committee   Public Directorships:   •    Terex Corporation •    National Retail Properties •    ITT Corporation   Former Public Directorships within the Past Five Years:   •    EnPro Industries, Inc.   Mr. DeFosset served on the board of directors of AmSouth Bancorporation from 2005 to 2006. He is the former Chairman, President and Chief Executive Officer of Walter Industries, Inc. (now Walter Energy, Inc.) (“Walter”). During the time of his service, Walter was a diversified public company with businesses in water infrastructure products, metallurgical coal and natural gas, home building and mortgage financing.
		Skills and Qualifications:   Throughout his career, Mr. DeFosset held significant leadership positions in major multinational corporations, including Dura Automotive Systems, Inc., Navistar International Corporation and AlliedSignal, Inc. Mr. DeFosset is also active in civic and charitable organizations. He formerly served on Regions’ Audit Committee and was, during his tenure, determined to be an Audit Committee Financial Expert.   At Terex Corporation, Mr. DeFosset chairs the Governance and Nominating Committee and serves on the Audit Committee. At National Retail Properties, he serves on the Compensation Committee and chairs the Governance and Nominating Committee. At ITT Corporation, Mr. DeFosset serves on the Compensation and Personnel Committee and the Nominating and Governance Committee. In addition, he also served on the Audit and Risk Management, Compensation and Human Resources, and Nominating and Corporate Governance Committees of EnPro Industries, Inc. Mr. DeFosset has an Industrial Engineering degree from Purdue University and a Master of Business Administration degree from Harvard University. Having served as Chairman, Chief Executive Officer and President of Walter, Mr. DeFosset brings extensive management and business experience to Regions’ Board as well as a deep understanding of complex issues concerning public companies. Mr. DeFosset is also able to draw upon his knowledge of the mortgage industry acquired during his tenure at Walter. His service on the boards of directors of a variety of large public companies further augments his experience. All of these credentials make Mr. DeFosset well qualified to be a member of Regions’ Board.

 

 

 

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Eric C. Fast Independent Director Since:  2010 Age:  66		Regions Committees:   •    Audit Committee (Audit Committee Financial Expert) •    Risk Committee   Public Directorships:   •    Automatic Data Processing, Inc. •    Lord Abbett Family of Funds   Former Public Directorships Held During the Past Five Years:   •    Crane Co.   From 2001 through January 2014, Mr. Fast served as the Chief Executive Officer for Crane Co., a diversified manufacturer of engineered industrial products. He also served as President of Crane Co. from 1999 through January 2013. Mr. Fast serves on the board of directors of the privately held National Integrity Life Insurance Company. Additionally, he serves as a director/trustee of the twelve investment companies in the Lord Abbett Family of Funds.
		Skills and Qualifications:   Prior to joining Crane Co., Mr. Fast worked for Salomon Brothers and later Salomon Smith Barney, where he ultimately was co-head of Global Investment Banking and a member of the firm’s Management Committee. He previously served as Treasurer of MacMillan Inc. and began his career as a commercial lending officer at The Bank of New York.   Mr. Fast earned a political science degree from the University of North Carolina, Chapel Hill and received a Master of Business Administration in Finance degree from New York University Graduate School of Business. He currently serves as Chair of the Audit Committee and serves on the Compensation Committee of Automatic Data Processing, Inc., is a member of the Audit Committee at the privately held National Integrity Life Insurance Company, and is a member of the Proxy Committee, Nominating and Governance Committee and Contract Committee at The Lord Abbett Family of Funds.   Mr. Fast brings extensive management and business experience to our Board as well as a deep understanding of complex issues concerning public companies. His service as President and Chief Executive Officer of a large public company further augments his experience. All of these qualifications make him well qualified to be a member of Regions’ Board.

 

 

 

O. B. Grayson Hall, Jr. Management Director Since:  2008 Age:  58		Public Directorships:     •    Vulcan Materials Company   Former Public Directorships Held During the Past Five Years:   •    Zep Inc.   Mr. Hall has been the Chairman, President and Chief Executive Officer of Regions and Regions Bank since May 2013. He served as President and Chief Executive Officer of Regions and Regions Bank from April 2010 to May 2013. He also serves as a director of Alabama Power Company, a wholly-owned subsidiary of The Southern Company. Alabama Power Company has no publicly traded common stock.
		Skills and Qualifications:   Mr. Hall’s banking career started in 1980 as a participant in the management trainee program at AmSouth, which merged with Regions in 2006. He has served in roles of increased responsibility, including head of the Operations and Technology Group from 1993 to 2004 and manager of all lines of business from 2005 to 2006. Mr. Hall was named Head of the General Banking Group in 2006 and, in 2008, was elected Vice Chairman and a member of the Board of Regions. The General Banking Group included all banking offices across Regions’ footprint. His responsibilities also included oversight of several key divisions of Regions. In October 2009, the Board named him President. From October 2009 through March 2010 he served as President and Chief Operating Officer of Regions and Regions Bank. Thereafter, the Board named Mr. Hall Chief Executive Officer effective April 1, 2010. Mr. Hall assumed the additional role of Chairman of the Board in May 2013. Mr. Hall is also active in several civic and leadership organizations.   Mr. Hall serves as a representative on the Federal Advisory Council of the Board of Governors of the Federal Reserve System. At Vulcan Materials Company, Mr. Hall serves on the Executive Committee, Finance Committee and is Chair of the Governance Committee. While a director at Zep Inc., he served on the Compensation Committee and the Nominating and Corporate Governance Committee. In addition to a Bachelor’s degree in Economics from The University of the South and a Master of Business Administration degree from the University of Alabama, Mr. Hall is a graduate of the Stonier School of Banking. Mr. Hall’s knowledge of all areas of the Company, together with his years of experience in banking, make him well qualified to be a member of Regions’ Board.

 

 

 

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John D. Johns Independent Director Since:  2011 Age:  64		Regions Committees:   •    Nominating and Corporate Governance Committee •    Risk Committee (Risk Management Expert)   Public Directorships:   •    The Southern Company •    Genuine Parts Company   Former Public Directorships Held During the Past Five Years:   •    Protective Life Corporation   Since 2003, Mr. Johns has served as the Chairman and Chief Executive Officer of Protective Life Corporation (“Protective”). On February 1, 2015, Protective became a wholly-owned subsidiary of Dai-ichi Life Insurance Company, Limited, a kabushiki kaisha organized under the laws of Japan, a holding company with subsidiaries that provide insurance and other financial services. Mr. Johns continues to serve on the board at Protective, which is no longer a publicly traded company.
		Skills and Qualifications:   Prior to joining Protective in 1993, Mr. Johns was Executive Vice President and General Counsel at Sonat, Inc. and was a founding partner of the Birmingham-based law firm of Maynard, Cooper & Gale, P.C.   Mr. Johns serves on the Audit Committee at The Southern Company. At Genuine Parts Company, he serves as Chair of the Compensation, Nominating and Governance Committee and is a member of the Executive Committee. Mr. Johns graduated from the University of Alabama and received his Masters of Business Administration and Juris Doctorate degrees from Harvard University. Mr. Johns’ background and considerable experience as a senior executive of a large insurance corporation, his extensive exposure to complex financial issues at large public companies, leadership in other business, economic development, civic, educational, and not-for-profit organizations, and seasoned business judgment are valuable and make him well qualified to be a member of Regions’ Board.

 

 

 

Ruth Ann Marshall Independent Director Since:  2011 Age:  61		Regions Committees:   •    Compensation Committee •    Nominating and Corporate Governance Committee   Public Directorships:   •    ConAgra Foods, Inc. •    Global Payments, Inc.   Ms. Marshall is retired from MasterCard where she served in various management roles beginning in 1999 and served as President of The Americas, MasterCard International, Inc. from 2004 to 2007.
		Skills and Qualifications:   At MasterCard, Ms. Marshall 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 International, Inc. in 1999, Ms. Marshall served as Group Executive President of two electronic payment service companies, MAC Regional Network and Buypass Corporation. Upon acquisition of these companies by Concord EFS, Ms. Marshall became Senior Executive Vice President of the combined companies, where she oversaw marketing, account management, customer service and product development. Ms. Marshall started her career at IBM, where, for more than 18 years, she served in managerial and executive positions. In 2004 and 2005, Ms. Marshall was selected by Forbes.com as one of the “World’s 100 Most Powerful Women.”   At ConAgra Foods, Inc., Ms. Marshall serves as Chair of the Human Resources Committee and serves on the Nominating, Governance and Public Affairs Committee and Executive Committee. At Global Payments, Inc., she serves as Chair of the Governance and Risk Oversight Committee and serves on the Governance and Nominating Committee. Additionally, she is a former director of American Standard Inc. and privately held companies, Pella Corporation, a building materials manufacturer, and Trustwave Holdings, Inc., an information security company. Ms. Marshall earned her bachelor and master degrees from Southern Methodist University. Ms. Marshall’s background and broad marketing, account management, customer service and product development experience, as well as significant domestic and international experience in growing business at MasterCard and her service as a director for other publicly traded companies all make Ms. Marshall well qualified to be a member of Regions’ Board.

 

 

 

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Susan W. Matlock Independent Director Since:  2004 Age:  69		Regions Committees:   •    Compensation Committee •    Risk Committee   Ms. Matlock served on the board of directors of the former Regions Financial Corporation from 2002 to 2004. She retired in March 2014 as President and Chief Executive Officer of Innovation Depot, Inc., an emerging business incubation center in Birmingham, Alabama.
		Skills and Qualifications:   Ms. Matlock served for nine years on the board of managers of Ascension Health Ventures, a fund that invests in innovative healthcare businesses. She currently serves on the board of directors of Blue Cross/Blue Shield of Alabama where she is a member of the Executive Committee and Chair of the Compensation Committee. In addition, Ms. Matlock serves on the boards of, and is active in, various civic, educational and leadership organizations. She is also past Chair of the National Business Incubation Association and founding Chair of the Alabama Business Incubation Network.   Ms. Matlock began her career as a banker, lending to small businesses and consumers. She has been recognized by the U.S. Small Business Administration as the Financial Services Advocate of the Year for the State of Alabama. She was named as one of the “Top 25 Most Influential People in the Southeast Technology Community” by TechJournal South in 2007. Ms. Matlock earned a Masters in Public Administration degree from the University of Alabama at Birmingham and completed an Executive in Residence Program at Harvard Business School. Ms. Matlock’s expertise in technology and healthcare entrepreneurship and innovation, combined with her other experience, make her well qualified to be a member of Regions’ Board.

 

 

 

John E. Maupin, Jr. Independent Director Since:  2007 Age:  69		Regions Committees:   •    Audit Committee (Audit Committee Financial Expert) •    Nominating and Corporate Governance Committee   Public Directorships:   •    LifePoint Health, Inc. (formerly LifePoint Hospitals, Inc.) •    VALIC Company I and II •    HealthSouth Corporation   Dr. Maupin served as the President of Morehouse School of Medicine from 2006 through June 2014. He also serves as Chair of Regions Community Development Corporation, the Company’s non-profit corporation dedicated to providing technical assistance for affordable housing, small business, and community development initiatives.
		Skills and Qualifications:   Dr. Maupin has more than 30 years of experience in healthcare administration, public health and academic medicine. Prior to becoming the President of Morehouse School of Medicine in 2006, he was the President of Meharry Medical College. His career includes over 22 years serving as a Chief Executive Officer and five years as a Chief Operating Officer. He also served in the United States Army Reserves Dental Corp. retiring in 1997 with over 28 years of service at the rank of lieutenant colonel. Dr. Maupin is a former director of Pinnacle Financial Partners, Inc., a bank holding company, and Monarch Dental Corporation, a dental care management company. He is past president of the National Dental Association and has participated as a member of numerous state and national healthcare task forces, scientific panels and advisory councils. Dr. Maupin is actively engaged in community service and has received numerous honors and awards.   At HealthSouth Corporation, Dr. Maupin serves as Chair of the Nominating/Corporate Governance Committee and as a member of the Corporate Compliance and Quality of Care Committee. At LifePoint Health, Inc., he serves as Chair of the Compensation Committee and serves on the Audit and Compliance Committee, the Corporate Governance and Nominating Committee, and the Quality Committee. At VALIC Company I and II, Dr. Maupin serves on the Audit Committee and Governance Committee. Dr. Maupin attended San Jose State College and received his Doctor of Dental Surgery degree from the School of Dentistry, Meharry Medical College, and a Master of Business Administration degree from Loyola College. Dr. Maupin’s extensive managerial responsibilities and insight gained from his broad range of experience make him well qualified to be a member of Regions’ Board.

 

 

 

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Charles D. McCrary Independent Director Since:  2006 Age:  64		Lead Independent Director   Regions Committees:   •    Nominating and Corporate Governance Committee (Chair)   Former Public Directorships Held During the Past Five Years:   •    Protective Life Corporation   Mr. McCrary served on the board of directors of AmSouth Bancorporation from 2001 to 2006. From 2001 through February 2014, Mr. McCrary served as the President and Chief Executive Officer of Alabama Power Company, a public utility company, which is a wholly-owned subsidiary of The Southern Company, and served as Chairman of Alabama Power Company until May 2014.
		Skills and Qualifications:   Mr. McCrary’s career at Alabama Power spanned over 30 years, where he held various positions of increased responsibility within The Southern Company, the parent company of Alabama Power. Mr. McCrary is active in civic, educational and charitable organizations and formerly served as Chairman of the Economic Development Partnership of Alabama.   Mr. McCrary previously served on Regions’ Audit Committee and, during such service, was determined to be an Audit Committee Financial Expert. Since May 2013, Mr. McCrary has served as Regions’ Nominating and Corporate Governance Committee Chair and Lead Independent Director. Mr. McCrary served on the Corporate Governance & Nominating Committee and the Risk, Finance and Investments Committee at Protective Life Corporation prior to its acquisition by Dai-ichi Life Insurance Company, Limited in February 2015. Mr. McCrary previously served on the board of the privately held Mercedes-Benz U.S. International, Inc.   Mr. McCrary holds an engineering degree from Auburn University and a law degree from Birmingham School of Law. As the former President and Chief Executive Officer of Alabama Power Company and with his service as a director of Protective Life Corporation, Mr. McCrary brings a valuable understanding of issues that are unique to a company in a regulated industry. Mr. McCrary’s depth of knowledge and experience running regulated companies as well as his other experience make him well qualified to be a member of Regions’ Board.

 

 

 

Lee J. Styslinger III Independent Director Since: 2004 Age: 55		Regions Committees:   •    Audit Committee (Audit Committee Financial Expert) •    Compensation Committee   Public Directorships:   •    Vulcan Materials Company   Mr. Styslinger served on the board of directors of the former Regions Financial Corporation from 2003 to 2004. He currently serves as the Chairman and Chief Executive Officer of the privately held Altec, Inc., a leading equipment and service provider for the electric utility, telecommunications and contractor markets. Altec provides products and services in over 100 countries.
		Skills and Qualifications:   Mr. Styslinger actively serves on the boards of many educational, civic and leadership organizations, including Harvard Business School, National Association of Manufacturers, and Northwestern University College of Arts and Sciences. He was appointed to the President’s Export Council advising the President of the United States on international trade policy from 2006-2008.   At Vulcan Materials Company, he serves on the Compensation Committee and the Safety, Health & Environmental Affairs Committee. Mr. Styslinger received his Bachelor of Arts degree from Northwestern University and earned a Master of Business Administration degree from Harvard University. As Chairman and Chief Executive Officer of Altec, Inc., Mr. Styslinger brings a wealth of management and business experience running a large company in today’s global market. All of these qualifications make him well qualified to be a member of Regions’ Board.

 

 

 

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How much stock are Directors expected to own?

 

The Board believes that Directors should have a financial stake in Regions so that their interests are aligned with those of stockholders. Under Regions’ Director Stock Ownership Guidelines, non-management Directors are expected to own shares of Regions common stock with a value equal to or greater than five times the value of the cash portion of the annual retainer paid to Directors.

Until such time as the minimum level of stock ownership is achieved, a Director is 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. The following are taken into consideration in determining share ownership:

 

•

Shares purchased on the open market.

 

•

Shares obtained through option exercises.

 

•

Share equivalents held under any Director’s deferred stock plan.

 

•

Restricted shares awarded.

 

•

Shares obtained through any other sources.

Each Director currently meets the Director Stock Ownership Guidelines.

How are Directors compensated?

 

The Compensation Committee, along with the NCG Committee, periodically review the compensation of the non-management Directors and recommend changes to the Board. The following table describes the components of the Director Compensation Program for 2015:

 

Compensation Element		Director Compensation Program
Annual Cash Retainer		$60,000, which may be deferred, at the Director’s option
Annual Equity Retainer		$105,000 in restricted stock granted three business days following the annual stockholder meeting that vests at the next annual stockholder meeting
Board and Committee Meeting Fees		$1,500 per meeting
Additional Annual Fee for Lead Independent Director		$50,000
Additional Annual Fee for Committee Chairs		$20,000 — Audit Committee $20,000 — Compensation Committee $15,000 — NCG Committee $20,000 — Risk Committee $10,000 — Special Committees, as applicable
Additional Annual Fee for Special Committee Members, as applicable		$10,000

 

 

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The following table contains information about the compensation paid to the non-employee Directors who served during 2015:

 

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($) (1)				All Other Compensation ($) (2)				Total ($)
George W. Bryan			128,000				105,000				5,000				238,000
Carolyn H. Byrd			128,000				105,000				—				233,000
David J. Cooper, Sr.			93,000				105,000				—				198,000
Don DeFosset			120,500				105,000				—				225,500
Eric C. Fast			88,500				105,000				5,000				198,500
John D. Johns			91,500				105,000				—				196,500
James R. Malone			39,000				—				—				39,000
Ruth Ann Marshall			91,500				105,000				5,000				201,500
Susan W. Matlock			94,500				105,000				5,000				204,500
John E. Maupin, Jr.			99,000				105,000				1,500				205,500
Charles D. McCrary			173,000				105,000				—				278,000
Lee J. Styslinger III			99,000				105,000				5,000				209,000

 

(1)

The amounts presented in this column represent the grant date fair values of the 2015 restricted stock award made to all non-employee Directors in service on April 28, 2015. The grant date fair value of the restricted stock granted April 28, 2015, was $9.64 per share, for a total grant date fair value of $105,000. The shares awarded on April 28, 2015, are scheduled to vest in one lump sum on the date of the 2016 Annual Meeting.

 

(2)	The amounts presented in this column reflect matching charitable gifts made through the Regions Matching Gifts Program.

The following table sets forth those non-employee Directors who served during 2015 and who had stock options or restricted stock outstanding as of December 31, 2015, and the number outstanding as of that date:

 

Name		Outstanding Stock Options (#)				Outstanding Restricted Stock (#)
George W. Bryan			14,000				10,892
Carolyn H. Byrd			—				10,892
David J. Cooper, Sr.			21,177				10,892
Don DeFosset			21,177				10,892
Eric C. Fast			—				10,892
John D. Johns			—				10,892
James R. Malone			21,177				—
Ruth Ann Marshall			—				10,892
Susan W. Matlock			14,000				10,892
John E. Maupin, Jr.			14,000				10,892
Charles D. McCrary			21,177				10,892
Lee J. Styslinger III			14,000				10,892

 

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CORPORATE GOVERNANCE

 

 

Stockholder Engagement

 

 

 

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Our Board Leadership Structure

 

 

 

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Board, Committee and Individual Director Evaluation Program

 

 

 

Continuing Education

 

 

 

Director Independence

 

 

 

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Family Relationships

 

No immediate family relationship exists between any of our Directors or executive officers and any other Directors or executive officers.

Transactions with Directors

 

The following chart reflects transactions, as applicable, between Regions and:

 

(i)	our non-management Directors or their immediate family members;

 

(ii)	a company or charitable organization of which the non-management Director or the Director’s immediate family member is, or was during 2015, a partner, officer, employee; or

 

(iii)

a company in which the non-management Director or the Director’s immediate family member holds a significant ownership position.

 

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All of these transactions were considered by our Board in making the determination with respect to independence.

 

		“Ordinary Course” Customer Relationships (1)		Loans or Extensions of Credit (2)		Charitable Contributions (3)		Nonmaterial Relationships (4)		Family Relationships (5)
George W. Bryan		●		●		●		None		None
Carolyn H. Byrd		●		●		None		●		None
David J. Cooper, Sr.		●		●		●		●		None
Don DeFosset		None		None		●		None		None
Eric C. Fast		None		None		None		None		None
John D. Johns		●		●		●		●		None
Ruth Ann Marshall		●		●		None		None		None
Susan W. Matlock		●		●		None		None		None
John E. Maupin, Jr.		●		●		●		●		None
Charles D. McCrary		●		●		●		●		None
Lee J. Styslinger III		●		●		●		None		None

(1)	“Ordinary Course” customer relationships are transactions or relationships that Regions would enter into on the same terms and conditions with any similarly situated customer.

 

(2)

Includes a loan or extension of credit that was made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unaffiliated persons, and involve no more than the normal risk of collectability and present no other unfavorable features.

 

(3)	Directors serve solely as a member of the board of directors of a charitable organization to which Regions or its subsidiaries made charitable contributions of less than the greater of $1,000,000 or 2 percent of such organization’s consolidated gross revenues.

 

(4)

Nonmaterial relationships include Director Byrd’s service as a director of Freddie Mac, arm’s-length business relationships with Protective Life Corporation, Director Maupin’s service as Chairman of Regions’ non-profit corporation, Regions Community Development Corporation, and outside Directors’ service on a board of directors (i) where a Regions Director serves or recently served as President and/or Chief Executive Officer and/or (ii) where C. Dowd Ritter, the father of Regions Executive Officer, William D. Ritter, serves on the board of directors, or common service on a board.

 

(5)	No immediate family relationship exists between any of our Directors or executive officers and any other Directors or executive officers.

Other Business Relationships and Transactions

 

 

 

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Policies Relating to Transactions with Related Persons and Code of Conduct

 

 

 

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Director Attendance

 

 

 

Director Attendance at the Annual Meeting

 

 

 

Meetings of Independent Directors

 

 

 

Communications between Stockholders and Other Interested Parties and the Board of Directors

 

 

 

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Board’s Role in the Risk Management Process

 

 

 

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Cybersecurity

 

At a time when protecting financial institutions from cyber threats is a top priority, Regions continues to fortify its risk management program around cybersecurity.

 

 

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Relationship of Compensation Policies and Practices to Risk Management

 

 

 

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Compensation Consultant Disclosure

 

 

 

Compensation Committee Interlocks and Insider Participation

 

 

 

Committees of the Board of Directors

 

 

 

Board and Committee Meetings in 2015

 

 

 

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Committee Composition

 

 

 

		Audit Committee		Compensation Committee		NCG Committee		Risk Committee
George W. Bryan		Member						Chair
Carolyn H. Byrd		Chair						Member
David J. Cooper, Sr.				Member		Member
Don DeFosset				Chair				Member
Eric C. Fast		Member						Member
John D. Johns †						Member		Member
Ruth Ann Marshall				Member		Member
Susan W. Matlock				Member				Member
John E. Maupin, Jr.		Member				Member
Charles D. McCrary *						Chair
Lee J. Styslinger III		Member		Member

Audit Committee Financial Expert

 

†	Risk Committee Risk Management Expert

 

*	Lead Independent Director

 

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PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

What am I voting on?

 

You are voting on a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year 2016.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditor retained by Regions to audit the Company’s financial statements. The Audit Committee has appointed Ernst & Young LLP as Regions’ independent registered public accounting firm (that is, the independent auditor) for the 2016 fiscal year.

Although we are not required to seek stockholder ratification of Ernst & Young LLP’s appointment, the Board believes it is sound corporate governance to do so, and the Board recommends that the stockholders ratify the appointment of Ernst & Young LLP. In the event the appointment is not ratified by our stockholders, it is anticipated that no change in auditors would be made for the current year because of the difficulty and expense of making any change during the current year. The vote results would, however, be considered in connection with the engagement of independent auditors for 2017.

What vote is required to approve this proposal?

 

Approval of this proposal requires the affirmative “FOR” vote of a majority of the votes cast for or against the proposal. Abstentions and broker non-votes have no effect on the vote results.

What does the Board recommend?

 

The Board unanimously recommends that you vote “FOR” this proposal.

What services are provided by Ernst & Young LLP?

 

Ernst & Young LLP has been engaged to provide audit, tax and regulatory compliance advisory services. The Audit Committee considered and determined that the engagement by Regions of Ernst & Young LLP for tax and regulatory compliance advisory services does not impair Ernst & Young LLP’s independence.

How much was Ernst & Young LLP paid for 2015 and 2014?

 

The aggregate fees paid to Ernst & Young LLP by Regions for 2015 and 2014 are set forth in the following table:

 

		2015				2014
Audit fees (1)		$	6,303,384			$	6,181,738
Audit related fees (2)			318,769				485,650
Tax fees (3)			71,958				218,062
All other fees (4)			133,196				1,738,909
Total fees		$	6,827,307			$	8,624,359

(1)

Audit fees include fees associated with the annual audit of Regions’ consolidated financial statements and internal control over financial reporting, reviews of Regions’ quarterly reports on Form 10-Q, SEC regulatory filings, statutory audits, and audits of subsidiaries.

 

(2)

Audit related fees include fees associated with audits of employee benefit plans and certain non-registered funds, as well as service organizations controls reports.

 

(3)

Tax fees include fees associated with tax compliance services, including the preparation, review and filing of tax returns, tax advice, and tax planning.

 

(4)

All other fees principally include fees associated with advisory services related to regulatory compliance reporting.

The Audit Committee is responsible for the audit fee negotiations associated with the Company’s retention of Ernst & Young LLP, In accordance with the Audit Committee Charter, the Audit Committee must pre-approve any engagement of Ernst & Young LLP for audit

 

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PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

or, subject to certain de minimis exceptions, non-audit services on a case by case basis. The Audit Committee has delegated to its Chair the authority to pre-approve permissible non-audit services. Any such approval of non-audit services pursuant to this delegation of the full Audit Committee’s authority must be presented to the Audit Committee at its next regular meeting for ratification.

Will a representative of Ernst & Young LLP be present at the meeting?

 

Ernst & Young LLP served as Regions’ independent auditors for the year ended December 31, 2015, and a representative of the firm will be present at the annual meeting to make a statement if he or she so desires and to respond to appropriate questions from stockholders.

How long has Ernst & Young LLP been Regions’ independent auditor?

 

Ernst & Young LLP (or its predecessors) has served as Regions’ independent auditors continuously since 1971.

A new lead audit partner is designated at least every five years to provide a fresh perspective. Consistent with this practice, a new lead audit partner was designated for 2013. The Audit Committee and its Chair will be directly involved in the selection of a new lead audit partner upon rotation.

In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a rotation of the independent external audit firm. In determining whether to reappoint the independent auditor, the Audit Committee considers the independent auditor’s qualifications, its independence and the length of time the firm has been engaged, in addition to considering the quality of the work performed by the independent auditor and an assessment of the past performance of both the lead audit partner and Ernst & Young LLP.

The Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as Regions’ independent auditors is in the best interest of Regions and its stockholders.

 

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AUDIT COMMITTEE REPORT

 

AUDIT COMMITTEE REPORT

 

 

Submitted by the Audit Committee:

Carolyn H. Byrd, Chair

George W. Bryan

Eric C. Fast

John E. Maupin, Jr.

Lee J. Styslinger III

 

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PROPOSAL 3 — NONBINDING STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION (“SAY-ON-PAY”)

 

PROPOSAL 3 — NONBINDING STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION (“SAY-ON-PAY”)

What am I voting on?

 

The Board is providing stockholders with the opportunity at the 2016 Annual Meeting to cast an advisory vote on the Company’s executive compensation paid to named executive officers (“NEOs”) described in the Compensation Discussion and Analysis (“CD&A”), the compensation tables, and related disclosures, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and Section 14A of the Exchange Act. This proposal is known as a “Say-on-Pay” proposal.

At the 2012 Annual Meeting, the Company asked stockholders to recommend how often they should be given the opportunity to cast this “Say-on-Pay” advisory vote on executive compensation. The stockholders overwhelmingly voted in favor of an annual advisory vote, and the Board affirmed the recommendation and has currently elected to hold future “Say-on-Pay” advisory votes on an annual basis. The stockholders will again be asked to vote on how frequently we should hold the “Say-on-Pay” vote at our 2018 Annual Meeting of Stockholders.

This proposal gives you, as a stockholder, the opportunity to vote for or against the following resolution:

“RESOLVED, that the stockholders of Regions Financial Corporation (the ‘Company’) approve the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion described in the Company’s 2016 Proxy Statement.”

Because your vote is advisory, it will not be binding upon the Company, the Board or the Compensation Committee and may not be construed as overruling any decision by the Board or the Compensation Committee. The Board and the Compensation Committee, however, value our stockholders’ views on executive compensation matters and will take the outcome of the vote into account when considering future executive compensation arrangements for NEOs.

Prior to submitting your vote, we encourage you to carefully review the CD&A and the Compensation of Executive Officers sections of this proxy statement for a detailed discussion of the Company’s executive compensation program, including information about the 2015 compensation of our NEOs.

Our overall executive compensation policies and procedures are described in the CD&A and the tabular disclosure regarding NEO compensation (together with the accompanying narrative disclosure) of this proxy statement. Our compensation policies and procedures are centered on a “pay-for-performance” culture. We emphasize compensation opportunities that reward results. Our stock ownership requirements and use of stock-based incentives foster the creation of long-term value. In doing so, our executive compensation program supports our strategic objectives and mission and is strongly aligned with the short- and long-term interests of our stockholders, as described in the CD&A.

The Compensation Committee, which is comprised entirely of independent Directors, in consultation with Cook & Co., its independent compensation consultant, oversees the Company’s executive compensation program and continuously monitors the Company’s policies to ensure they emphasize programs that reward executives for results that are consistent with stockholder interests and with the safety and soundness of the Company.

The Board and the Compensation Committee believe that Regions’ commitment to these reasonable and responsible compensation practices warrants a vote by stockholders “FOR” the resolution approving the compensation of our NEOs as disclosed in this 2016 Proxy Statement.

What vote is required to approve this proposal?

 

Approval of this proposal requires the affirmative “FOR” vote of a majority of the votes cast for or against the proposal. Abstentions and broker non-votes have no effect on the vote results.

What does the Board recommend?

 

The Board unanimously recommends that you vote “FOR” the advisory approval of the compensation of the Company’s NEOs.

What is the effect of this resolution?

 

Because your vote is advisory, it will not be binding upon the Company, the Compensation Committee or the Board. The Board and the Compensation Committee, however, value our stockholders’ views on executive compensation matters and will take the outcome of the vote into account when considering future executive compensation arrangements for NEOs.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

COMPENSATION DISCUSSION AND ANALYSIS

How Pay is Tied to Company Performance

 

 

 

The following table summarizes the key components of compensation paid and awards granted in 2015 and the impact of Company performance on compensation to our NEOs:

 

Compensation Component		Impact of Performance
2015 Base Salaries		At the onset of 2015, recognizing the challenging operating environment, the Compensation Committee of the Board (the “Committee”) elected not to grant any base salary increases to our NEOs.
Target 2015 Incentive Compensation Awards		No increases in target compensation under our short- or long-term incentive plans were approved except in one instance where competitive market analysis demonstrated a target pay level substantially below that of our peers. Our CRO was granted an increase in the long-term incentive portion of pay, making receipt of that pay subject to deferral, at risk, and variable based on future performance of the Company.
Actual Payout of 2015 Short-Term Incentives		Performance expectations under our short-term (annual) incentive plan were raised over the previous year and as a result of our financial performance against increased targets, payouts of 2015 annual incentives were below target as well as below payout levels for 2014.
Payout of 2013 Long Term Incentives		The long-term incentive grants made in 2013 for the performance period ending December 31, 2015 paid out at 75 percent of target based on our performance over the 3-year period.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Summary of our Pay for Performance Decisions for 2015

 

Below is a graphic presentation of our 2015 pay elements and decisions discussed throughout the CD&A. Detailed discussions of each of these elements can be found in the Section entitled “2015 Compensation Decisions — What We Paid and Why” beginning on page 66.

 

 

Overall, while our 2015 performance did not meet our high expectations, we demonstrated continued progress in core operating measures despite a challenging operating environment. With a rigorous focus on the fundamentals of expense management, prudent loan growth, business development, and selective investments in people, processes and technology, we believe we are well positioned to deliver long-term growth and continue to build stockholder value in 2016 and beyond.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Compensation Philosophy and Objectives

 

 

 

In addition to these broad principles, the Committee has also adopted a number of key practices that we believe are consistent with our philosophy and our commitment to excellence in corporate governance. Likewise, the Committee has made the decision to refrain from certain compensation and employment practices as they are not consistent with our philosophy and goals. The following details some of these decisions:

 

What We Do

 

ü		Pay for Performance (pages 66-71)		The majority of executive pay is not guaranteed. For example, more than 86 percent of our CEO’s compensation is performance-based with 78 percent of that pay subject to deferral and future performance conditions.
ü		Evaluate Performance Using a Combination of Balanced Performance Metrics (pages 66-71)		We evaluate corporate performance in our annual incentive plans using a number of diverse performance metrics. Using a variety of metrics helps ensure that no single measure can inappropriately impact the level of compensation we pay. We evaluate our performance compared to internal expectations, budgets and plans, but we also balance that evaluation with the results of our performance on a relative basis as compared to other similar financial institutions. Plans also include a degree of discretion allowing for the exercise of sound business judgment by the Committee when assessing performance and corresponding pay decisions.
ü		Require Strong Stock Ownership and Retention of Equity (pages 75-76)		Our stock ownership guidelines are robust, and each of our NEOs either meets the ownership requirement or has a strong ownership stake in the Company and is in compliance with the required retention provisions of our guidelines.
ü		Provide for a Strong Clawback Policy (pages 74-75)		In the event previously paid compensation is determined to be based on materially inaccurate performance metrics, or it is determined an executive has engaged in excessively risky or other detrimental conduct, the Committee has wide latitude to cancel or otherwise reduce any current or future compensation as well as potentially recapture compensation that has already been paid if determined to be in the best interests of the Company and our stockholders.
ü		Require Double Trigger Change-in-Control Provisions (pages 76-77)		Our change-in-control agreements as well as our long-term incentive awards require both a change-in-control and termination of employment to trigger vesting and/or payment.
ü		Use an Independent Compensation Consultant (page 73)		Our compensation consultant has been determined to be independent under the SEC and NYSE guidelines.
ü		Listen to and Engage with Our Stockholders (pages 65 and 74)		We conduct an annual advisory Say-on-Pay vote, as recommended by our stockholders, and actively review the results of these votes as we make program decisions. In addition, as a part of our stockholder engagement program, we solicit feedback regarding our compensation programs from our largest investors and consider any stockholder feedback we receive. In 2015, stockholders voiced substantial support for our executive compensation plans and programs, with more than 96 percent of votes cast approving such plans and programs.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

What We Don’t Do
X		No Incentive Plans that Encourage Excessive Risk Taking		Protecting against undue risk is a central pillar of our compensation philosophy and is demonstrated in numerous ways, including our balanced program design, the use of multiple and competing performance measures, the adoption of a clawback and other enterprise wide risk-related policies, as well as robust governance and oversight processes to identify, monitor, mitigate, and manage risk. We do not believe that any of our compensation programs create risks that are reasonably likely to have a material adverse impact on the Company, as validated through our comprehensive risk assessment of incentive-based compensation plans.
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		We do not provide tax gross-ups to our NEOs for any taxable perquisites provided to them. In addition since 2011, we have not entered into any new agreements that permit excise tax gross-ups on change-in-control payments.
X		No Repricing of Underwater Options		We do not reprice stock options that are out-of-the-money.
X		No Hedging, Pledging or Short Sales		We do not permit our associates or Directors to hedge or short-sell Regions securities. Additionally, our Directors and executive officers are prohibited from pledging Regions securities.
X		No Dividends or Dividend Equivalents on Unearned Grants		We do not pay dividends or dividend equivalents on shares or units that are not earned. We issue dividend and dividend equivalent payments at the end of a performance period only on shares and units that ultimately vest.
X		No Excessive Perks		The Committee has eliminated most perks, and those we continue to provide are monitored to ensure they continue to be based on sound business rationale.

Compensation-Setting Process and Time-Line

 

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

2015 Compensation Decisions — What We Paid and Why

 

 

 

The resulting 2015 base salaries, annual incentive targets and long-term compensation targets are summarized below:

 

Name		Annualized Base Salary				Annualized Incentive Target as a Percentage of Base Pay				Long-Term Incentive Target				Total Target Compensation
O. B. Grayson Hall, Jr.		$	1,000,000			150% of Base Pay – $	1,500,000			$	5,000,000			$	7,500,000
David J. Turner, Jr.		$	632,000			110% of Base Pay – $	695,200			$	1,200,000			$	2,527,200
John B. Owen		$	647,000			110% of Base Pay – $	711,700			$	1,200,000			$	2,558,700
C. Matthew Lusco		$	555,000			100% of Base Pay – $	555,000			$	1,200,000			$	2,310,000
Fournier J. Gale, III		$	560,000			100% of Base Pay – $	560,000			$	900,000			$	2,020,000

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

The exclusion of these items impacted the Return on Average Tangible Common Equity and the Net Income Available to Common Shareholders sub-metrics within the profitability category and resulted in an adjusted performance score of 83 percent of target as shown in the following table:

 

								Absolute Performance Against Internal Targets - 75%																Relative Performance Against Peers - 25% Weighting
								Weighting (Customer Service - 100%)
				Sub-metric Weighting				2015 Goal Achievements																2015 Achievements
		Performance Metric						Target				Attainment				% of Goal								Peer Rank				% of Goal
50%		Profitability Metrics (1)
		Return on Average Tangible Common Equity (2)			40%				10.13%				8.70%				29.40%				}				11/14			}
		Net Income Available to Common Shareholders ($millions) (2)			30%				$  1,084.90				$  969.80				57.10%				44.50%							75%
		Adjusted Efficiency Ratio (3)			30%				63.40%				64.90%				51.80%								9/14
25%		Credit Metrics
		Criticized Loans/Loans			50%				3.76%				5.02%				0%				} 33.20%				10/14			}    68.80%
		NPAs/Loans + OREO + NPLs Held For Sale (5)			50%				0.99%				1.13%				66.40%								11/14
25%		Customer Service Metrics
		Gallup KDS Score			50%				75th Percentile				89th Percentile				180.10%				}185.20%				N/A
		Gallup Loyalty Score			50%				75th Percentile				91st Percentile				190.30%								N/A

 

						Metric		Overall Metric     Weighting		Results     (Percent of Goal)		Weighting     (Internal Goals     vs. Against Peers)		Performance     Results
						Profitability Against Internal Targets		50%		44.50%		75%		16.70%
						Credit Against Internal Targets		25%		33.20%		75%		6.20%
						Customer Service Against Internal Targets		25%		185.20%		100%		46.30%
						Profitability Performance Against Peers		50%		75.00%		25%		9.40%
						Credit Performance Against Peers		25%		68.80%		25%		4.30%
						Sum of Results								82.90%
		Potential Negative Modifiers				Goal				Result				Negative Modifier Indicated?
		Primary Liquidity Risk Factor				Low Risk or Better				Low Risk				NO
		Capital Action Status				Monitoring or Deploy				Deploy				NO

(1)	From continuing operations on an adjusted basis. For non-GAAP measures see the reconciliation in Appendix A unless otherwise indicated.

 

(2)	Non-GAAP measure — see reconciliation in Appendix A.

 

(3)	Non-GAAP measure — see reconciliation in Regions’ Annual Report on Form 10-K for the year ended December 31, 2015 on page 46.

 

(4)	See reconciliation in Appendix A.

 

(5)	See Regions’ Annual Report on Form 10-K for the year ended December 31, 2015 on page 72 for detail.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

With respect to other NEOs, the Committee consulted with the CEO regarding his assessment of performance and determined that the individual level of achievement for each was as follows

 

Name		Individual Performance Rating				Comments
David J. Turner, Jr.			120%			•    Positioned the balance sheet to maximize net interest income and other financing income, making the Company’s financial position more resilient, regardless of future interest rate environment conditions.   •    Together with the Risk Management group, successfully developed our Liquidity Coverage Ratio (“LCR”) framework, and achieved compliance with the LCR rule without major balance sheet changes or negative effects on profitability.   •    Led the Company in successfully executing $623 million in share repurchases.   •    Led an effective stockholder engagement program, executing outreach efforts to the Company’s largest institutional stockholders, as well as a successful Investor Day (the first such event in 5 years).
John B. Owen			125%			•    Led the business group teams in the growth of loan balances in the Regional Banking Group by $1.4 billion, and delivered deposit growth of $2.5 billion.   •    Launched several new initiatives including GreenSky®, and new branch, video teller and drive-through delivery channels.   •    Executed a number of business lift-outs and acquisitions within Regions Insurance Group, and increased the number of financial consultants within the Wealth Management division.   •    Drove growth in Regions360SM relationships and customer bases in every division, Wealth Management by 29 percent, checking account customers by 2.4 percent, Now Banking® customers by 12.4 percent, credit card customers by 11.3 percent; and debit card customers by 3.3 percent.
C. Matthew Lusco			115%			•    Given the significant investments in the risk organization over prior years, reduced non-interest expenses within the division by over $1.14 million.   •    Completed expanded scope Resolution Plan and Volcker Rule compliance implementation with minimal reliance on consultants/third parties.   •    Oversaw effective use of credit portfolio and enterprise risk analytics:   -    Proactively serviced the energy portfolio through an adverse environment, and   -    Managed concentration and portfolio shaping strategies.   •    Led the implementation of effective risk appetite statements for each business unit within the Company.
Fournier J. Gale, III			115%			•    Continued to reduce outside legal fee expenses, resulting in non-Morgan Keegan expenses for 2015 being 31 percent below 2014 levels.   •    Continued to expand leadership responsibilities beyond General Counsel and Corporate Secretary duties. This included taking on responsibility for the Procurement division in addition to previously assuming responsibilities for both the External Affairs and Corporate Security divisions.   •    Increased focus on two key initiatives in 2015: reputation and public policy. Successes include being ranked as having the top reputation among U.S. banks, as measured by the Reputation Institute/American Banker survey.   •    Contributed to reducing the Company’s risk profile by decreasing the number of open legal cases, including a 30 percent reduction in our highest risk cases.

As a result of the decisions discussed above, the following annual cash incentive payments for our CEO and each of our other NEOs were certified by the Committee and paid in early 2016:

 

Name		2015 Target Incentive				Total Incentive Received
O. B. Grayson Hall, Jr.		$	1,511,538			$	1,381,546
David J. Turner, Jr.		$	700,548			$	633,295
John B. Owen		$	717,175			$	655,498
C. Matthew Lusco		$	559,269			$	499,987
Fournier J. Gale, III		$	564,308			$	504,491

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Name		Total Target LTIP Economic Value				Value of PSUs				Value of Performance-Based Cash				Value of Time-vested RSUs
O. B. Grayson Hall, Jr.		$	5,000,000			$	1,666,666			$	1,666,667			$	1,666,666
David J. Turner, Jr.		$	1,200,000			$	400,000			$	400,000			$	400,000
John B. Owen		$	1,200,000			$	400,000			$	400,000			$	400,000
C. Matthew Lusco		$	1,200,000			$	400,000			$	400,000			$	400,000
Fournier J. Gale, III		$	900,000			$	300,000			$	300,000			$	300,000

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

The following chart sets forth the matrices used for measuring performance and the ultimate payout level of the PSUs and performance-based cash awards granted in 2015:

 

Diluted EPS Growth Metric — 50% Weight																						ROATCE Metric — 50% Weight
				Payout Opportunity for EPS Goal																						Payout Opportunity for ROATCE Goal
Relative Diluted EPS Growth (percentile)		Top 3rd of Peer Group			75%				100%				125%				150%					Relative ROATCE (percentile)		Top 3rd of Peer Group			75%				100%				125%				150%
		Middle 3rd of PeerGroup			50%				75%				100%				125%							Middle 3rd of Peer Group			50%				75%				100%				125%
		Bottom 3rd of PeerGroup			0 - 25%*				50%				75%				100%							Bottom 3rd of Peer Group			0 - 25%*				50%				75%				100%
					Below Threshold				Between Threshold and Target				Regions’ Target Range				Above Target Range										Below Threshold				Between Threshold and Target				Regions’ Target Range				Above Target Range
					Regions’ Absolute Diluted EPS Growth (3-year cumulative compounded growth rate)																						Regions’ Absolute ROATCE (3-year average)

 

*	Award will be zero in the event a minimum level of net income is not earned over the performance period.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

Other Benefits and Perquisites

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

Compensation Framework, Policies, Processes and Risk Considerations

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Other Policies and Practices Impacting Compensation Decisions

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

The equity stake of our NEOs and Directors is reflected in the beneficial ownership information contained in this proxy statement on pages 23 and 24. The table below summarizes the stock ownership guidelines for our CEO and each of the NEOs (including their compliance with the guidelines):

 

Name		Ownership Requirement				Approximate Stock Value Required to be Held				Holds Required Amount				Percent of Required Amount Owned
O. B. Grayson Hall, Jr.			5 X Base Pay			$	5,000,000				Yes				159%
David J. Turner, Jr.			3 X Base Pay			$	1,896,000				Yes				139%
John B. Owen			3 X Base Pay			$	1,941,000				Yes				138%
C. Matthew Lusco			3 X Base Pay			$	1,680,000				No				86%
Fournier J. Gale, III			3 X Base Pay			$	1,665,000				No				91%

 

 

Change-in-Control, Post-Termination and Other Employment Arrangements

 

 

 

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COMPENSATION COMMITTEE REPORT

 

COMPENSATION COMMITTEE REPORT

Compensation Discussion and Analysis

 

 

 

THE COMPENSATION COMMITTEE

Don DeFosset, Chair

David J. Cooper, Sr.

Ruth Ann Marshall

Susan W. Matlock

Lee J. Styslinger III

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

COMPENSATION OF EXECUTIVE OFFICERS

The following tables, narratives and footnotes contain compensation information about our Chairman, President and Chief Executive Officer (“CEO”); our Chief Financial Officer (“CFO”); and our three other most highly paid executive officers for the year ended December 31, 2015, our Named Executive Officers (“NEOs”).

Summary Compensation Table

 

 

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

 

Name & Principal Position (1)		Year				Salary ($)				Bonus ($)				Stock Awards ($) (2)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($) (3)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4)				All Other Compensation ($) (5)				Total ($)
O. B. Grayson Hall, Jr.			2015				1,007,692				—				3,284,720				—				2,506,546				3,764,852				220,857				10,784,667
Chief Executive Officer			2014				993,750				—				3,443,535				—				3,708,902				6,056,343				218,717				14,421,247
			2013				975,000				—				2,930,572				—				1,918,800				4,328,165				161,888				10,314,425
David J. Turner, Jr.			2015				636,862				—				788,340				—				883,295				314,975				98,948				2,722,420
Chief Financial Officer			2014				627,250				—				826,448				—				1,249,044				1,079,650				106,704				3,889,096
			2013				607,250				—				651,240				—				863,024				261,825				85,515				2,468,854
John B. Owen			2015				651,977				—				788,340				—				905,498				1,096,867				100,552				3,543,234
Head of Regional Banking Group			2014				641,500				—				826,448				—				1,281,121				1,847,754				95,254				4,692,077
			2013				618,750				—				651,240				—				879,368				1,142,999				87,144				3,379,501
C. Matthew Lusco			2015				559,269				—				788,340				—				687,487				304,689				83,165				2,422,950
Chief Risk Officer			2014				550,000				—				619,830				—				985,050				1,102,519				98,570				3,355,969
			2013	(1)			—				—				—				—				—				—				—				—
Fournier J. Gale, III			2015				564,308				—				591,250				—				691,991				N/A				106,889				1,954,438
General Counsel & Corporate			2014				555,000				—				619,830				—				990,880				N/A				117,695				2,283,405
Secretary			2013				533,750				—				488,434				—				700,280				N/A				92,866				1,815,330

(1)	Mr. Lusco was not an NEO in 2013.

 

(2)	As reflected in the following table, amounts in this column are the grant date fair value of awards computed in accordance with FASB ASC Topic 718.

 

		2015 Annual Equity Grant (PSUs & RSUs)																Total Stock Awards Value ($)
		PSUs ($/units) (a)								RSUs ($/units) (b)
Name		Performance Stock ($)				Performance Stock (#)				Restricted Stock ($)				Restricted Stock (#)
O. B. Grayson Hall, Jr.			1,642,360				173,611				1,642,360				173,611				3,284,720
David J. Turner, Jr.			394,170				41,667				394,170				41,667				788,340
John B. Owen			394,170				41,667				394,170				41,667				788,340
C. Matthew Lusco			394,170				41,667				394,170				41,667				788,340
Fournier J. Gale, III			295,625				31,250				295,625				31,250				591,250

(a)

The amounts in this column reflect the number of units granted and the grant date fair value of PSUs. Actual awards can range from 0% to 150% of target based on performance metrics of absolute and relative Diluted EPS growth and ROATCE established at grant. The maximum award value for the PSUs (determined as described on pages 69 and 70) is $2,463,545 for Mr. Hall, $591,259 for each of Messrs. Turner, Owen and Lusco and $443,438 for Mr. Gale.

 

(b)

The amounts in this column represent the number of units granted and the grant date fair value of RSUs that cliff vest at the end of the three-year vesting period ending April 2018.

 

(3)	This amount represents annual cash incentives for 2015 performance plus the value of the 2013 Performance Cash Grant that vested at December 31, 2015 and will be released effective April 1, 2016 as detailed in the following table:

 

		Nonequity Incentive Plan Compensation
Name		2015 Annual Cash Incentive ($)				Value of 2013 Performance Cash Grant at 12/31/15 ($) (a)				Total ($)
O. B. Grayson Hall, Jr.			1,381,546				1,125,000				2,506,546
David J. Turner, Jr.			633,295				250,000				883,295
John B. Owen			655,498				250,000				905,498
C. Matthew Lusco			499,987				187,500				687,487
Fournier J. Gale, III			504,491				187,500				691,991

(a)

This column reflects 75% of target earned at December 31, 2015. Grants to Mr. Turner, Mr. Owen and Mr. Lusco remain subject to service vesting requirements until April 1, 2016 (the 3rd anniversary of the date of grant) and may be forfeited should they separate from the Company prior to that date.

 

(4)

This amount includes benefits for Mr. Hall, Mr. Owen and Mr. Lusco described on pages 71, 72 and 84 through 86, which are subject to significant vesting requirements not yet met. Therefore, while accrued, neither part of the change in benefit for Mr. Hall nor all of the change in benefit for Mr. Owen and Mr. Lusco has been earned and would not be payable at the present time if they left the Company.

 

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(5)	All other compensation consists of the following:

 

Name		Life Insurance, Perquisites and Other Personal Benefits (a) ($)				Matching Contributions Under Qualified Savings Plans (b) ($)				Matching Contributions Under Nonqualified Savings Plans (b) ($)				Non-Elective Contributions (b) ($)				Total All Other Compensation ($)
O. B. Grayson Hall, Jr.			64,309				10,600				145,948				—				220,857
David J. Turner, Jr.			26,612				10,600				61,736				—				98,948
John B. Owen			26,268				10,600				58,384				5,300				100,552
C. Matthew Lusco			29,843				10,600				37,423				5,300				83,165
Fournier J. Gale, III			34,203				10,600				37,858				24,229				106,889

(a)

The 2015 amount includes the value of items such as group term life insurance premiums, excess group liability coverage, financial planning services, personal use of the corporate aircraft, an enhanced executive physical, home security, matching charitable gift contributions, and Healthmiles Reward. The total value for personal use of the corporate aircraft by Mr. Hall in 2015 was $20,250.

 

(b)

These amounts include the value of Company contributions to the 401(k) Plan and the Supplemental 401(k) Plan as follows: Mr. Hall — $156,548; Mr. Turner — $72,336; Mr. Owen — $74,284; Mr. Lusco — $53,323; and Mr. Gale — $72,687.

Grants of Plan-Based Awards

 

 

 

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

The following table sets forth details regarding non-equity and equity plan-based awards granted to each of the NEOs in 2015:

 

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 (#) (3)				All Other Option Awards: Number of Securities Underlying Options (#)				Exercise or Base Price of Option Awards ($/sh)				Grant Date Fair Value of Stock and Option Awards ($)
						Threshold ($)				Target ($)				Maximum ($)						Threshold (#)				Target (#)				Maximum (#)
O. B. Grayson Hall, Jr.				(1)			—				1,511,538				3,023,076
			04/01/15	(2)			—				1,666,667				2,500,001						—				173,611				260,417				173,611				—				—				3,284,720
David J. Turner, Jr.				(1)			—				700,548				1,401,096
			04/01/15	(2)			—				400,000				600,000						—				41,667				62,501				41,667				—				—				788,340
John B. Owen				(1)			—				717,175				1,434,349
			04/01/15	(2)			—				400,000				600,000						—				41,667				62,501				41,667				—				—				788,340
C. Matthew Lusco				(1)			—				559,269				1,118,538
			04/01/15	(2)			—				400,000				600,000						—				41,667				62,501				41,667				—				—				788,340
Fournier J. Gale, III				(1)			—				564,308				1,128,616
			04/01/15	(2)			—				300,000				450,000						—				31,250				46,875				31,250				—				—				591,250

(1)

Amounts included in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards column reflect the range of possible annual cash incentive payouts for 2015 performance. Actual amounts earned, as determined by the Committee in the first quarter of 2016, are reflected in the 2015 Summary Compensation Table under the Non-Equity Incentive Plan Compensation column.

 

(2)

The performance-based cash awards included in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards column and PSUs included in the Estimated Future Payouts Under Equity Incentive Plan Awards column have equally weighted performance requirements based on absolute and relative Diluted EPS growth and ROATCE. In addition, in the event the achievement of the performance criteria for Diluted EPS growth is less than 2% on an absolute basis and in the bottom one-third of the peer group on a relative basis, or the achievement of the performance criteria for ROATCE is less than 9% on an absolute basis and in the bottom one-third of the peer group on a relative basis, the payout will be zero if cumulative net income from continuing operations is less than one-half of the projection for the three-year performance period. The performance period for these awards is January 1, 2015, through December 31, 2017, and will fully vest date on April 1, 2018.

 

Notwithstanding the achievement of the performance requirements, in order to be eligible to receive any cash payout or shares of stock under these awards, employment must continue through the third anniversary of the grant date, which is April 1, 2018, except in the case of death, disability or retirement.

 

(3)

In addition to service vesting requirements, the RSUs included in this column are subject to performance-vesting requirements based on the Company’s achievement of certain capital and liquidity performance thresholds during each of the periods from January 1, 2015, to December 31, 2015; January 1, 2016, to December 31, 2016; and January 1, 2017, to December 31, 2017. To the extent that the capital performance threshold and/or the liquidity performance threshold has not been satisfied for each performance period, 20% for each requirement (up to a maximum of 40% total) of the RSUs awarded will be forfeited. For purposes of this award, the Company’s performance will be measured relative to the following capital and liquidity performance thresholds as certified by the Committee:

 

(i)

“Capital Performance Threshold”: Capital Action Decision Tree Status as defined in the Capital Policy must remain in either “Monitor Capital” or “Capital Deployment” status; and

 

(ii)

“Liquidity Performance Threshold”: Risk for Primary Liquidity Level must remain at “Moderate” or better as established in the Market & Liquidity Risk Framework document.

 

Notwithstanding the achievement of the capital and liquidity performance thresholds, in order to be eligible to receive any shares of stock under this award, employment must continue through the third anniversary of the grant date, which is April 1, 2018, except in the case of death, disability or retirement.

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

Outstanding Equity Awards at December 31, 2015

 

 

 

The following table sets forth outstanding equity-based awards held by each of the NEOs as of December 31, 2015:

 

Name						Option Awards (1)																						Stock Awards (2)
		Grant Date				Number of Securities Underlying Unexercised Options Exercisable (#)				Number of Securities Underlying Unexercised Options Unexercisable (#)				Equity Incentive Plan Awards: # of Securities Underlying 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) ($)
O. B. Grayson Hall, Jr.			04/03/06				83,966				—				—				34.46				04/03/16						—				—				—				—
			04/24/07				85,715				—				—				35.07				04/23/17						—				—				—				—
			02/28/08				282,019				—				—				21.94				02/27/18						—				—				—				—
			04/01/13				—				—				—				—				—						182,704				1,753,958				137,028				1,315,469
			04/01/14				—				—				—				—				—						153,046				1,469,242				153,046				1,469,242
			04/01/15				—				—				—				—				—						173,611				1,666,666				173,611				1,666,666
David J. Turner, Jr.			04/03/06				33,810				—				—				34.46				04/03/16						—				—				—				—
			04/24/07				20,000				—				—				35.07				04/23/17						—				—				—				—
			02/28/08				59,822				—				—				21.94				02/27/18						—				—				—				—
			04/01/13				—				—				—				—				—						40,601				389,770				30,451				292,327
			04/01/14				—				—				—				—				—						36,731				352,618				36,731				352,618
			04/01/15				—				—				—				—				—						41,667				400,003				41,667				400,003
John B. Owen			02/28/08				128,191				—				—				21.94				02/27/18						—				—				—				—
			04/01/13				—				—				—				—				—						40,601				389,770				30,451				292,327
			04/01/14				—				—				—				—				—						36,731				352,618				36,731				352,618
			04/01/15				—				—				—				—				—						41,667				400,003				41,667				400,003
C. Matthew Lusco			04/01/13				—				—				—				—				—						30,451				292,330				22,838				219,247
			04/01/14				—				—				—				—				—						27,548				264,461				27,548				264,461
			04/01/15				—				—				—				—				—						41,667				400,003				41,667				400,003
Fournier J. Gale, III			03/01/11				114,065				—				—				7.43				02/28/21						—				—				—				—
			04/01/13				—				—				—				—				—						30,451				292,330				22,838				219,247
			04/01/14				—				—				—				—				—						27,548				264,461				27,548				264,461
			04/01/15				—				—				—				—				—						31,250				300,000				31,250				300,000

(1)	All outstanding stock options vest in equal annual installments on each of the first three anniversaries of the date of grant and, as of December 31, 2015, are all fully vested.

 

(2)	The vesting of unvested restricted stock and RSUs is as follows:

 

Grant Date		Vesting Schedule		Restrictions
April 1, 2013		3rd anniversary of grant date		(a)   Time vested RSUs, vesting of which is also subject to meeting capital and liquidity thresholds.
April 1, 2014   April 1, 2015				(b)   PSUs may be earned between 0% and 150% subject to achieving required performance levels of equally weighted absolute and relative Diluted EPS growth and ROATCE for the period January 1, 2013, through December 31, 2015, for the grant made April 1, 2013, the period January 1, 2014, through December 31, 2016 for the grant made April 1, 2014 and the period January 1, 2015, through December 31, 2017, for the grant made April 1, 2015.

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

Option Exercises and Stock Vested

 

The following table sets forth the amounts realized by each of the NEOs as a result of the exercise of options and vesting of stock awards in 2015:

 

		Option Awards								Stock Awards
Name		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($)
O. B. Grayson Hall, Jr.			—				—				768,770				7,594,945
David J. Turner, Jr.			—				—				201,393				1,984,672
John B. Owen			—				—				174,272				1,722,683
C. Matthew Lusco			—				—				91,910				917,262
Fournier J. Gale, III			—				—				91,910				917,262

Pension Benefits

 

 

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

 

 

The following Pension Benefits table reflects the actuarial present value benefit from the Retirement Plan and the SERP:

 

Pension Benefits

Name

Plan Name

Number of Years Credited Service (#) (1)

Present Value of Accumulated Benefit ($) (2)

Payments During Last Fiscal Year ($)

O. B. Grayson Hall, Jr.

Regions Financial Corporation Retirement Plan

30

1,504,044

—

Regions Financial Corporation Post 2006 SERP

34

28,324,475

—

David J. Turner, Jr.

Regions Financial Corporation Retirement Plan

10

366,529

—

Regions Financial Corporation Post 2006 SERP

10

2,350,328

—

John B. Owen

NA

NA

NA

NA

Regions Financial Corporation Post 2006 SERP

8

5,923,100

—

C. Matthew Lusco

NA

NA

NA

NA

Regions Financial Corporation Post 2006 SERP

5

1,407,208

—

Fournier J. Gale, III

NA

NA

NA

NA

NA

NA

NA

NA

(1)

The Retirement Plan (a qualified pension plan) caps the number of years of credited service for purposes of benefit accrual at 30 years. The SERP (a nonqualified plan) caps the number of years of credited service at 35 years. Mr. Owen and Mr. Lusco do not participate in the Retirement Plan, and Mr. Gale does not participate in the Retirement Plan or the SERP.

 

(2)

In 2009, future benefit accruals under the Retirement Plan and SERP were suspended for all participants. Even during the suspension, participants continued to earn service toward vesting and eligibility for early retirement benefits. Effective January 1, 2010, benefit accruals were resumed for Retirement Plan and SERP participants.

 

The present value of the Retirement Plan benefits is calculated as of December 31, 2015, and was determined using a 4.6% discount rate for the qualified plan and the MRP-2007 employee and retiree mortality tables for males and females, no collar with generational projection based on scale MSS-2007. The present value of the accumulated SERP benefits is calculated as of December 31, 2015, and was determined using a 4.21% discount rate, (4% to calculate expected lump sum distribution) and the 2016 Pension Protection Act lump sum mortality table. For purposes of the present value calculation, no pre-retirement mortality was assumed, and the payment date was assumed to be the earliest unreduced retirement date under both plans. The payment age of 62 (life only) was assumed for the Retirement Plan and the payment age was assumed to be age 60 for the SERP for Mr. Hall and Mr. Owen and age 62 for Mr. Turner and Mr. Lusco.

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

Nonqualified Deferred Compensation

 

 

 

The following table sets forth the NEOs’ contributions, Regions’ contributions and the aggregate earnings, withdrawals and balances during 2015 under the nonqualified deferred compensation plans maintained by Regions:

 

				Non-Qualified Deferred Compensation
Name				Executive Contributions in 2015 ($) (1)				Company Contributions in 2015 ($) (2)				Aggregate Earnings in 2015 ($) (3)				Aggregate Withdrawals / Distributions ($)				Aggregate Balance at December 31, 2015 ($) (4)
O. B. Grayson Hall, Jr.		Supplemental 401(k)			104,908				145,948				(175,764	)			—				2,522,710
David J. Turner, Jr.		Supplemental 401(k)			69,806				61,736				(45,994	)			—				743,312
John B. Owen		Supplemental 401(k)			139,514				58,384				(27,835	)			—				961,475
C. Matthew Lusco		Supplemental 401(k)			45,291				37,423				(9,391	)			—				299,590
Fournier J. Gale, III		Supplemental 401(k)			45,701				56,786				(35,772	)			—				295,212

(1)	This column represents amounts deferred from the base salary and annual incentive, if applicable. Although deferred, these amounts are included in the “Salary” and “Non-Equity Incentive Plan Compensation,” if applicable, columns of the Summary Compensation Table.

 

(2)	This column includes Company contributions under the Supplemental 401(k) Plan plus the 2% non-elective contribution for Mr. Gale. These amounts are included in the “All Other Compensation” column of the Summary Compensation Table.

 

(3)	This column includes earnings/losses from the Supplemental 401(k) Plan.

 

(4)

The December 31, 2015 balances do not include true-up Company contributions that were made in early 2016 based on 2015 deferral elections. These contributions are included, however, in the column “Company Contributions in 2015.” The aggregate balance at December 31, 2015, includes the balance in the Supplemental 401(k) Plan.

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

Potential Payments by Regions Upon Termination or Change-in-Control

 

 

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

The following table quantifies certain amounts that would be payable to NEOs upon various separation situations. The amounts reflected in the table assume a December 31, 2015 termination of employment:

 

Name		Voluntary ($)				Involuntary Without Cause ($)				Early Retirement ($)				For Cause ($)		Involuntary Without Cause or for Good Reason Following a CIC ($) (8)				Death ($) (9)				Disability ($)
O. B. Grayson Hall, Jr. (1)
Compensation:
Cash Severance			—				—				—			—			8,094,619				—				—
Long Term Incentive
Restricted Stock/Units (2)			2,933,919				2,933,919				2,933,919			—			4,889,866				4,889,866				2,933,919
Performance Stock Units (2)			—				—				—			—			4,889,866				4,889,866				—
Performance Cash			—				—				—			—			4,833,334				4,833,334				—
Perquisites:
Financial Planning (3)			30,100				30,100				30,100			—			30,100				30,100				30,100
Outplacement (4)			—				—				—			—			60,000				—				—
280G Tax Gross-up (5)			—				—				—			—			12,382,940				—				—
Benefits:
Value of continued welfare benefits (6)			—				—				—			—			24,413				—				—
Value of additional retirement benefits (7)			—				—				—			—			6,615,268				—				—
Total:			2,964,019				2,964,019				2,964,019			—			41,820,406				14,643,166				2,964,019
David J. Turner, Jr.
Compensation:
Cash Severance			—				—				—			—			2,793,627				—				—
Long Term Incentive
Restricted Stock/Units (2)			—				397,790				—			—			1,142,390				1,142,390				685,434
Performance Stock Units (2)			—				—				—			—			1,142,390				1,142,390				—
Performance Cash			—				—				—			—			1,133,333				1,133,333				—
Perquisites:
Financial Planning (3)			—				30,100				NA			—			30,100				30,100				30,100
Outplacement (4)			—				—				—			—			60,000				—				—
280G Tax Gross-up (5)			—				—				—			—			3,269,765				—				—
Benefits:
Value of continued welfare benefits (6)			—				—				—			—			18,161				—				—
Value of additional retirement benefits (7)			—				—				—			—			1,063,164				—				—
Total:			—				427,890				NA			—			10,652,930				3,448,213				715,534
John B. Owen
Compensation:
Cash Severance			—				—				—			—			4,309,742				—				—
Long Term Incentive
Restricted Stock/Units (2)			—				397,790				—			—			1,142,390				1,142,390				685,434
Performance Stock Units (2)			—				—				—			—			1,142,390				1,142,390				—
Performance Cash			—				—				—			—			1,133,333				1,133,333				—
Perquisites:
Financial Planning (3)			—				30,100				NA			—			30,100				30,100				30,100
Outplacement (4)			—				—				—			—			60,000				—				—
280G Tax Gross-up (5)			—				—				—			—			8,939,836				—				—
Benefits:
Value of continued welfare benefits (6)			—				—				—			—			25,594				—				—
Value of additional retirement benefits (7)			—				—				—			—			9,375,116				—				—
Total:			—				427,890				NA			—			26,158,501				3,448,213				715,534

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

Name		Voluntary ($)				Involuntary Without Cause ($)				Early Retirement ($)				For Cause ($)		Involuntary Without Cause or for Good Reason Following a CIC ($) (8)				Death ($) (9)				Disability ($)
C. Matthew Lusco
Compensation:
Cash Severance			—				—				—			—			2,336,296				—				—
Long Term Incentive
Restricted Stock/Units (2)			—				313,343				—			—			956,794				956,794				574,076
Performance Stock Units (2)			—				—				—			—			956,794				956,794				—
Performance Cash			—				—				—			—			950,000				950,000				—
Perquisites:
Financial Planning (3)			—				30,100				NA			—			30,100				30,100				30,100
Outplacement (4)																	60,000
Benefits:																	—				—
Value of continued welfare benefits (6)			—				—				—			—			13,704				—
Value of additional retirement benefits (7)			—				—				—			—			2,418,972				—				—
Total:			—				343,443				—			—			7,722,660				2,893,688				604,176
Fournier J. Gale, III (1)
Compensation:
Cash Severance			—				—				—			—			3,542,752				—				—
Long Term Incentive
Restricted Stock/Units (2)			514,074				514,074				514,074			—			856,790				856,790				514,074
Performance Stock Units (2)			—				—				—			—			856,790				856,790				—
Performance Cash			—				—				—			—			850,000				850,000				—
Perquisites:
Financial Planning (3)			30,100				30,100				30,100			—			30,100				30,100				30,100
Outplacement (4)			—				—				—			—			60,000				—				—
Benefits:
Value of continued welfare benefits (6)			—				—				—			—			24,481				—				—
Value of additional retirement benefits (7)			—				—				—			—			—				—				—
Total:			544,174				544,174				544,174			—			6,220,913				2,593,680				544,174

(1)

Mr. Hall is eligible for early retirement, and Mr. Gale is eligible for normal retirement. For purposes of the various termination columns in the table, with the exception of the “For Cause” column, they were assumed to have taken early/normal retirement and therefore are entitled to receive the benefits shown.

 

(2)	Based on a fair market value of Regions common stock of $9.60 per share on December 31, 2015.

 

(3)	The service agreement with Regions’ financial planning provider allows for continuation of service for two years following termination due to retirement, death, disability, change-in-control and involuntary termination without cause.

 

(4)	The change-in-control agreement provides for reasonable outplacement services for up to two years based on a termination date of December 31, 2015.

 

(5)	280G tax gross-up represents the amount of the excise tax and related gross-up for excise taxes levied under Section 4999 of the IRC on payment and benefits following a change-in-control (otherwise referred to as “excess parachute payments” under Section 280G of the IRC).

 

(6)	The change-in-control agreement provides for continuation of medical and dental coverage equal under Regions’ medical and dental plans for a period of three years for Mr. Hall, Mr. Owen and Mr. Gale and for a period of two years for Mr. Turner and Mr. Lusco.

 

(7)

Mr. Hall, Mr. Turner, Mr. Owen and Mr. Lusco participate in the Retirement Plan and/or the SERP. The change-in-control agreement provides for additional years’ credit for age and service under the Retirement Plan and the SERP that the NEO would have accrued had he remained employed through the second anniversary of the change-in-control. In addition, Mr. Hall and Mr. Owen are each eligible for the alternative target benefit under the SERP, which would normally require the NEO to reach age 60 and have a minimum of 10 years of service. Mr. Lusco is eligible for the regular SERP, which, in his case, would require service to age 62. Under the SERP, in the event of an involuntary termination of employment without cause (or termination for good reason) within 24-months following a change-in-control, unvested benefits become fully vested. Because these benefits are already accrued, they are reflected in the Pension Benefits table on page 85 and do not represent additional expense to the Company. The following chart details the value of the benefit attributable to the additional years of age and service, as well as the amounts already accrued that will vest upon involuntary termination of employment without cause (or termination with good reason) within 24-months of a change-in-control:

 

		Value for Targeted/Regular Years of Age and Service Credit				Value for Vesting in Targeted/Regular Benefit				Total Additional Value
Name		($)				($)				($)
O. B. Grayson Hall, Jr.			1,578,247				5,037,021				6,615,268
David J. Turner, Jr.			1,063,164				NA				1,063,164
John B. Owen			2,409,407				6,965,709				9,375,116
C. Matthew Lusco			808,053				1,610,919				2,418,972
Fournier J. Gale, III			NA				NA				NA

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

(8)	The following chart summarizes the meaning of “cause,” “good reason/without cause” and “change-in-control” under the change-in-control agreements of the NEOs:

 

“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) stockholder approval of a complete liquidation or dissolution of Regions.

 

(9)	Death would result in vesting in the enhanced portion of the benefit for Mr. Hall, Mr. Owen and Mr. Lusco as is displayed in the chart in footnote (7) above.

 

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OTHER MATTERS

 

OTHER MATTERS

Important Notice Regarding Delivery of Security Holder Documents

 

 

 

Cost of Proxy Solicitation

 

 

 

Submission of Stockholder Proposals or Nominations for 2017 Annual Meeting of Stockholders

 

 

 

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OTHER MATTERS

 

 

Other Business

 

Regions does not know of any business to be presented for action at the annual meeting other than those items listed in the Notice of 2016 Annual Meeting of Stockholders on page 1 and referred to herein. If any other matters properly come before the annual meeting or any adjournment or postponement thereof, it is intended that the proxies will be voted in respect thereof by and at the discretion of the persons named as proxies on the electronic proxy or proxy card.

March 8, 2016

By Order of the Board of Directors

 

Fournier J. Gale, III

Corporate Secretary

 

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APPENDIX A

 

APPENDIX A

GAAP TO NON-GAAP AND OTHER RECONCILIATIONS

Adjusted Return on Average Tangible Common Stockholders’ Equity (Non-GAAP)

 

The table below presents a reconciliation of net income from continuing operations available to common shareholders (GAAP) to adjusted income from continuing operations available to common shareholders for incentive purposes (non-GAAP). Adjusted income from continuing operations available to common shareholders for incentive purposes excludes the items listed in the table below. These selected items are included in financial results presented in accordance with generally accepted accounting principles (GAAP). Regions believes that their exclusion from income from continuing operations available to common shareholders provides a meaningful base for period-to-period comparisons, which management believes will assist stakeholders in analyzing the operating results of the Company and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of Regions’ business. It is possible that the activities related to the adjustments may recur; however, management does not consider the activities related to the adjustments to be indications of ongoing operations. Management and the Compensation Committee utilize these non-GAAP financial measures for the evaluation of performance. Regions believes that presenting these non-GAAP financial measures will permit stakeholders to assess the performance of the Company on the same basis as that applied by management and the Board of Directors. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP. In particular, a measure of earnings that excludes these selected items does not represent the amount that effectively accrues directly to stockholders.

 

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APPENDIX A

 

The following table also provides a calculation of “return on average tangible common stockholders’ equity” and a reconciliation of average stockholders’ equity (GAAP) to average tangible common stockholders’ equity (non-GAAP). Tangible common stockholders’ equity has become a focus of some investors and banking regulators, and management believes it may assist investors in analyzing the capital position of the Company absent the effects of intangible assets and preferred stock. Since analysts and banking regulators may assess Regions based on these measures, management believes that it is useful to provide investors the ability to assess Regions on these same bases.

 

(Unaudited) ($ amounts in millions)				Year Ended December 31, 2015
Net income from continuing operations available to common shareholders (GAAP)				$	1,011
Adjustments:
Salaries and employee benefits – severance charges, net of tax					4
Branch consolidation and property and equipment charges, net of tax (1)					26
Professional, legal and regulatory expenses, net of tax (2)					28
Securities gains, net of tax					(18	)
Loss on early extinguishment of long-term debt, net of tax (3)					(4	)
Insurance proceeds, net of tax (4)					(56	)
Leverage lease termination gains, net of tax (5)					(6	)
Tax related adjustments (6)					(15	)
Adjusted income from continuing operations available to common shareholders for incentive purposes (non-GAAP)		A		$	970
Average stockholders’ equity from continuing operations (GAAP)				$	16,916
Adjustments:
Average intangible assets (GAAP)					(5,099	)
Average deferred tax liability related to intangibles (GAAP)					170
Average preferred equity (GAAP)					(848	)
Average tangible common stockholders’ equity from continuing operations (non-GAAP)		B		$	11,139
Adjusted return on average tangible common stockholders’ equity from continuing operations (non-GAAP)		A/B			8.70%

 

(1)	Certain branch consolidation and property and equipment charges were included in the 2015 target. This adjustment reflects the portion of the charges recorded in actual, but not included in the target.

 

(2)

Regions recorded $50 million of contingent legal and regulatory accruals during the second quarter of 2015, related to previously disclosed matters. Certain prior accruals were settled in the second quarter of 2015 for $2 million less than originally estimated and a corresponding recovery was recognized.

 

(3)	A greater loss on early extinguishment of long-term debt was included in the 2015 target than recorded in actual. This adjustment reflects the excess portion included in the target.

 

(4)	Insurance proceeds recognized in 2015 are related to the settlement of the previously disclosed 2010 class-action lawsuit.

 

(5)	Certain leverage lease termination gains were included in the 2015 target. This adjustment reflects the portion of the gains recorded in actual, but not included in the target.

 

(6)	Certain income tax benefits were recognized in actual during 2015 that were not included in the 2015 target. This adjustment removes those benefits.

Criticized and Classified Loans

 

 

($ amounts in millions)					Year Ended December 31, 2015
Total commercial (1)					$    3,008
Total investor real estate (1)					363
Total consumer (2)					703
Total criticized and classified loans		A			$    4,074
Total loans, net of unearned income		B			$  81,162
Criticized loans/loans		A/B			5.02%

 

(1)	Amount can be obtained from page 127 of the Regions Annual Report on Form 10-K for the year ended December 31, 2015 as the sum of the applicable subtotals of the special mention, substandard accrual and non-accrual columns.

 

(2)	Amount is from internal management reports.

 

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REGIONS FINANCIAL CORPORATION ATTN: INVESTOR RELATIONS 1900 5TH AVENUE NORTH BIRMINGHAM, AL 35203		VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form.   ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.   VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.   VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

		E00117-P73131		KEEP THIS PORTION FOR YOUR RECORDS

				DETACH AND RETURN THIS PORTION ONLY

REGIONS FINANCIAL CORPORATION		THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 

The Board of Directors recommends you vote FOR the following proposals:

Election of Directors

For

Against

Abstain

Proposal 1. Nominees:

1a.        1b.        1c.        1d.        1e.        1f.        1g.        1h.        1i.        1j.        1k.

Carolyn H. Byrd    David J. Cooper, Sr.    Don DeFosset    Eric C. Fast    O. B. Grayson Hall, Jr.    John D. Johns    Ruth Ann Marshall    Susan W. Matlock    John E. Maupin, Jr.    Charles D. McCrary    Lee J. Styslinger III

¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨

¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨

¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨

The Board of Directors recommends you vote FOR the following proposal:

For

Against

Abstain

Proposal 2.    Ratification of Appointment of Ernst &                        Young LLP as the Independent                        Registered Public Accounting Firm for                        2016.

¨

¨

¨

The Board of Directors recommends you vote FOR the following proposal:

Proposal 3.    Nonbinding Stockholder Approval of                        Executive Compensation.

¨

¨

¨

For address changes and/or comments, please check this box and write them on the back where indicated.

¨

Please indicate if you plan to attend this meeting.

¨

¨

Yes

No

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

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REGIONS FINANCIAL CORPORATION

Annual Meeting of Stockholders

April 21, 2016

9:00 A.M. Central Time

Upper Lobby Auditorium of Regions Bank

1901 Sixth Avenue North

Birmingham, AL 35203

Admission Ticket

to the

Regions Financial Corporation 2016 Annual Meeting of Stockholders

PLEASE BRING THIS ADMISSION TICKET AND A VALID GOVERNMENT-ISSUED PHOTO IDENTIFICATION FOR ADMISSION TO THE MEETING.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement, Annual Report on Form 10-K and Chairman’s Letter are available at www.proxyvote.com.

For security reasons, no large bags, backpacks, briefcases or packages will be permitted in the annual meeting, and security measures will be in effect to provide for the safety of attendees. The use of any electronic devices such as cameras (including mobile phones with photographic capabilities), recording devices, smartphones, tablets, laptops and other similar devices is strictly prohibited.

 

 

E00118-P73131        

 

PROXY CARD   REGIONS FINANCIAL CORPORATION   This proxy is solicited by the Board of Directors   The undersigned hereby appoints Fournier J. Gale, III and Hope D. Mehlman, and each of them, proxies with full power of substitution, to vote all of the shares of common stock of Regions Financial Corporation held of record by the undersigned at the Annual Meeting of Stockholders to be held on Thursday, April 21, 2016, and at any adjournments thereof. This card also provides voting instructions for shares held in the Regions Financial Corporation 401(k) Plan or the Computershare Investment Plan for Regions Financial Corporation and held of record by the trustees or agents of such plans. This proxy, when properly executed, will be voted in the manner directed by you. If you sign and return this proxy but do not give any directions, then the proxies will vote FOR Proposal 1, Election of all Nominees, FOR Proposal 2, Ratification of Appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2016, and FOR Proposal 3, Nonbinding Stockholder Approval of Executive Compensation. The proxies, in their discretion, are further authorized to vote (i) for the election of a person to the Board of Directors, if any nominee named herein becomes unable or unwilling to serve and (ii) on any other matter that may properly come before the meeting.

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)   (Continued and to be signed on reverse side)