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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.     )

 

☑  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))
☑		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):
☑		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 2017 ANNUAL MEETING OF STOCKHOLDERS

 

 

 

 

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Dear Fellow Stockholders:

On behalf of your Board of Directors, we are pleased to invite you to attend the 2017 Annual Meeting of Stockholders of Regions Financial Corporation, to be held on April 20, 2017, at 9:00 A.M., local time, in the Upper Lobby Auditorium of Regions Bank, 1901 Sixth Avenue North, Birmingham, Alabama 35203. We hope that you will attend the meeting in person.

We encourage you to read this year’s proxy statement, which highlights key activities and accomplishments of 2016 and presents the matters to be voted on at the 2017 meeting. In addition to the proxy statement, your meeting materials include our Annual Report on Form 10-K for the year ending December 31, 2016, and my Chairman’s Letter to you. In my Chairman’s Letter, I discuss our performance over the past year, as well as our strategy for building long-term value. While I invite you to read my Chairman’s Letter in its entirety, some key points regarding Regions’ strategy are also set forth below.

Regions has a comprehensive three-year strategic plan focused on strengthening financial performance and building sustainable franchise value by: (1) growing and diversifying revenue; (2) disciplined expense management; and (3) effectively deploying capital. Our approach of identifying and understanding customer’s financial needs and goals, and then providing the best solutions to achieve those goals, allows us to effectively deliver Regions’ value proposition. We concluded 2016 by meeting or exceeding most of the performance targets we set for ourselves in late 2015. This resulted in, among other benefits, a net income available to common stockholders of approximately $1.1 billion, which represents a 10 percent increase over 2015.

In terms of our strategic initiatives, we remain committed to improved efficiencies. Through disciplined expense management, we can self-fund initiatives that support revenue growth. These investments are paying off as we grew non-interest income 7 percent in 2016 on an adjusted basis*. With respect to our capital deployment strategy, our priorities remain unchanged: organic growth, strategic investments, and returning capital to stockholders. During 2016, we returned approximately $1.2 billion of the Company’s earnings to our stockholders through dividends and share repurchases. We also invested capital in organic growth, and made strategic investments that continue to improve the efficiency of our operations, as well as bolt-on acquisitions that can further contribute to revenue growth.

As we continue to execute our plan, I would like to thank our associates, who are committed to operating our business with the highest level of integrity. Through their efforts in 2016, Regions was ranked the “Most Reputable Bank” by the Reputation Institute and American Banker Magazine. This marks the second consecutive year that Regions was listed as having the best reputation among customers. Because we recognize that our associates are critical to our long-term success, we have taken steps to help ensure their well-being. For example, we are helping our associates prepare for retirement by including automatic enrollment and automatic escalation features in our 401(k) plan, as well as providing participants with a Company contribution. Additionally, Regions established our Associate Financial Fitness program, which is a year-round initiative to provide well-rounded and timely financial learning opportunities to help associates balance meeting immediate needs and achieving long-term goals. We also introduced an initiative to provide education and new career paths for associates interested in computer programming to prepare them for the changing technology that is transforming our industry.

Regions remains committed to operating our business in an environmentally and socially responsible manner. I encourage you to read our Corporate Sustainability Report and Social Responsibility Report, which highlight Regions’ environmental stewardship and community engagement. Both reports are available within the Investor Relations section of regions.com.

On the next page, you will find a letter from our Lead Independent Director, which is followed by the formal notice of the annual meeting setting forth the business that is expected to come before this year’s meeting. Your vote is important, and even if you plan to attend the annual meeting of stockholders, we urge you to vote as soon as possible to guarantee a quorum. The notice and the proxy statement you have received contain instructions on how you can vote your shares over the Internet, by mobile device, by telephone, by mail, or in person. If your shares are held for you by a broker, it is important that you instruct your broker on how you want to vote by following the form sent by your broker. Under New York Stock Exchange rules, your broker will not be able to use his or her discretion to vote on your behalf for the election of Directors or on matters related to executive compensation.

On behalf of the Board of Directors and the over 22,000 associates of Regions, I want to thank you for your continued investment in and support of Regions Financial Corporation.

March 7, 2017

 

*   Non-GAAP, see reconciliation in Regions’ Annual Report on Form 10-K for the year ended December 31, 2016, on page 45.		Sincerely,       O. B. Grayson Hall, Jr. Chairman, President and Chief Executive Officer

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Dear Fellow Stockholders:

As the Lead Independent Director of your Board of Directors, I am honored to include a personal address to you as part of this year’s proxy statement. The Board understands that strong corporate governance is the foundation of sustainable business. Over the past year, we appointed three new independent Directors; further expanded my duties and responsibilities as Lead Independent Director; enhanced the Board’s self-evaluation program; assigned oversight of environmental stewardship and corporate social responsibility to the Board’s Nominating and Corporate Governance Committee; enhanced Director recruitment criteria; and appointed a Chief Governance Officer.

Corporate Governance Stockholder Engagement

Regions is committed to engaging in constructive and meaningful communications with our stockholders. Over the past year, Regions engaged with our large, institutional stockholders through in-person meetings, conference calls and written communications to obtain their perspectives on various corporate governance topics such as board refreshment; diversity; executive compensation; and Environmental, Social, and Governance (ESG) practices. Furthermore, Regions regularly attends Council of Institutional Investors and other corporate governance functions throughout the year, which provides the opportunity to meet with stockholders and gain insight and understanding of issues important to them. This continuous, open, and transparent dialogue with the Company’s stockholders provides the Board and management with important feedback on corporate governance matters.

Board Refreshment

We recognize that board refreshment supports the addition of new ideas, perspectives, independence, and skills to the Board. Since last year’s annual meeting of stockholders, to help ensure the Board is well-equipped to guide Regions’ creation of long-term sustainable value, we added three new independent Directors: Samuel Di Piazza, former Global Chief Executive Officer of PricewaterhouseCoopers and former Vice Chairman of Citigroup Global Corporate and Investment Bank; James Prokopanko, former President and Chief Executive Officer of The Mosaic Company; and José Suquet, Chairman, President and Chief Executive Officer of Pan-American Life Insurance Group. These three individuals, each of whom is a proven leader within his respective field, bring unique skill sets and backgrounds to the Board. Mr. Di Piazza provides a seasoned finance perspective and extensive audit and tax experience to our Board. Through his extensive service in the agriculture and fertilizer industry, Mr. Prokopanko supplies valuable experience and insight into environmental considerations and risks. Finally, Mr. Suquet brings a deep understanding of the financial services industry and risk management, gained through his leadership at Pan-American Life Insurance Group, as well as his recent past service on the board of directors of the Federal Reserve Bank of Atlanta.

Board Diversity

The Board believes that, as part of board refreshment, diversity is an important aspect of an effective board and, therefore, enhanced the Director recruitment criteria to incorporate the consideration of diversity. A diverse board brings skills, experience, and expertise that reflects the communities in which we live and serve. We were honored last summer when Directors Carolyn Byrd and John Maupin were named to Savoy Magazine’s “Power 300: 2016 Most Influential Black Corporate Directors.” Additionally, Regions was recognized in 2016 as a 2020 Women on Boards Winning “W” Company. Today, Regions’ Board is 36 percent diverse based on gender, race, ethnicity, or sexual orientation.

Environmental, Social, and Governance Practices

The Board is committed to sustainability and social responsibility, and this commitment is reflected in the various ESG practices already in place throughout the organization. Annually, Regions publishes reports describing our ESG practices, which can be found within the Investor Relations section of the Company’s website. The Board and management, however, understand that ESG practices are an area of increasing interest and concern for many of our stockholders, customers, communities, and associates. In response, the Board charged the Nominating and Corporate Governance Committee with overseeing the Company’s practices with respect to environmental stewardship and corporate social responsibility. Furthermore, as noted above, one of the Board’s recently appointed Directors, James Prokopanko, brings to Regions considerable insight into ESG matters. The Company is also expanding its Corporate Social Responsibility function to ensure that it has the appropriate expertise for analyzing and addressing ESG matters and engaging with stockholders to understand their views.

The matters discussed above, as well as many of those in the Chairman’s Letter, are ongoing and will continue to be overseen by the Board. 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 7, 2017

 

		Sincerely,       Charles D. McCrary Lead Independent Director

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TABLE OF CONTENTS

 

TABLE OF CONTENTS

NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS			1
INDEX OF COMMONLY REQUESTED TOPICS/COMMONLY USED TERMS AND ACRONYMS			2
PROXY STATEMENT			3
PROXY SUMMARY			5
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			17
OWNERSHIP OF REGIONS COMMON STOCK			24
Security Ownership of Certain Beneficial Owners			24
Security Ownership of Directors and Executive Officers			24
Stock Ownership Guidelines and Holding Period Requirements			26
Anti-Hedging and Pledging			26
Section 16(a) Beneficial Ownership Reporting Compliance			26
PROPOSAL 1 — ELECTION OF DIRECTORS			27
What am I voting on?			27
What vote is required to approve this proposal?			27
What does the Board recommend?			27
How often are the members elected, and what is the makeup of the Board?			27
What if a nominee is unable or unwilling to serve?			27
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?			28
What is the average tenure of the Directors?			30
Who are this year’s nominees?			30
How are Directors compensated?			38
CORPORATE GOVERNANCE			40
Overview			40
Corporate Governance Stockholder Engagement			42
Economic Development and Community Outreach			44
Corporate Environmental and Social Responsibility			45
Talent Management and Associate Development & Well-Being			46
Policy on Political Contributions			46
Board Leadership Structure			46
Board, Committee and Individual Director Evaluation Program			48
Continuing Education			48
Director Independence			49
Family Relationships			51
Transactions with Directors			51
Other Business Relationships and Transactions			52
Policies Relating to Transactions with Related Persons and Code of Conduct			53
Director Attendance at Board and Committee Meetings			55
Director Attendance at the Annual Meeting			55
Meetings of Independent Directors			55
Communications between Stockholders and Other Interested Parties and the Board of Directors			56
Board’s Role in the Risk Management Process			56
Cybersecurity			58
Relationship of Compensation Policies and Practices to Risk Management			59
Compensation Consultant Disclosure			59

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Compensation Committee Interlocks and Insider Participation			60
Committees of the Board of Directors			60
Board and Committee Meetings in 2016			60
Committee Composition			61
Audit Committee			62
Compensation Committee			63
Nominating and Corporate Governance Committee			64
Risk Committee			65
PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			66
What am I voting on?			66
What vote is required to approve this proposal?			66
What does the Board recommend?			66
What services are provided by EY?			66
How much was EY paid for 2016 and 2015?			66
Will a representative of EY be present at the meeting?			67
How long has EY been Regions’ independent auditor?			67
AUDIT COMMITTEE REPORT			68
PROPOSAL 3 — NONBINDING STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION (“SAY-ON-PAY”)			69
What am I voting on?			69
What vote is required to approve this proposal?			69
What does the Board recommend?			69
What is the effect of this resolution?			69
COMPENSATION DISCUSSION AND ANALYSIS			70
How Pay is Tied to Company Performance			70
Summary of our Pay-for-Performance Decisions for 2016			71
Compensation Philosophy and Objectives			72
Compensation-Setting Process and Timeline			73
2016 Compensation Decisions — What We Paid and Why			75
Other Benefits and Perks			80
Compensation Framework, Policies, Processes and Risk Considerations			82
Other Policies and Practices Impacting Compensation Decisions			83
Change-in-Control, Post-Termination and Other Employment Arrangements			87
COMPENSATION COMMITTEE REPORT			89
COMPENSATION OF EXECUTIVE OFFICERS			90
Summary Compensation Table			90
Grants of Plan-Based Awards			92
Outstanding Equity Awards at December 31, 2016			94
Option Exercises and Stock Vested			95
Pension Benefits			95
Nonqualified Deferred Compensation			97
Potential Payments by Regions Upon Termination or Change-in-Control			98
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 2017 ANNUAL MEETING OF STOCKHOLDERS

To be held Thursday, April 20, 2017

TO THE STOCKHOLDERS OF REGIONS FINANCIAL CORPORATION:

The 2017 Annual Meeting of Stockholders of Regions Financial Corporation (“Regions”), a Delaware corporation, will be held:

Date: Thursday, April 20, 2017

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

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

Record Date: February 21, 2017

The annual meeting is being held for the following purposes:

 

1.	Election to our Board of Directors of the 14 nominees named in our 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 2017; 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 set the close of business on February 21, 2017, 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 22 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. We urge you to vote as soon as possible to guarantee a quorum. 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 7, 2017						By Order of the Board of Directors
								Fournier J. Gale, III
								Corporate Secretary

 

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March 7, 2017

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 2017 Annual Meeting of Stockholders of Regions. The meeting will be held on Thursday, April 20, 2017, at 9:00 A.M., local time, in the Upper Lobby Auditorium of Regions Bank, 1901 Sixth Avenue North, Birmingham, Alabama 35203. 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 7, 2017.

All properly executed written proxies and all properly completed proxies submitted by telephone or the Internet that are delivered pursuant to this solicitation will be voted at the 2017 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 21, 2017, 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. There were 1,205,568,693 shares of common stock issued and outstanding on the Record Date.

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 and environmental impact. 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. To enroll for electronic delivery, visit http://enroll.icsdelivery.com/rf.

The notice is not a proxy card and cannot be used to vote your shares. 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.

 

 

 

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For the safety of all meeting attendees, we have implemented the following admission policy and meeting rules:

 

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

When and where is the annual meeting?

 

We will hold our 2017 Annual Meeting on Thursday, April 20, 2017, at 9:00 A.M., local time, at the Upper Lobby Auditorium of Regions Bank, 1901 Sixth Avenue North, Birmingham, Alabama 35203.

What is the purpose of the annual meeting?

 

At our 2017 Annual Meeting, stockholders will act upon the matters outlined in the Notice of 2017 Annual Meeting of Stockholders on page 1 and described in this proxy statement.

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

 

The Board set February 21, 2017, as the Record Date for the annual meeting. If you were a stockholder of record at the close of business on the Record Date, you are entitled to vote at the meeting.

As of the Record Date, 1,205,568,693 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 1,205,568,693 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 annual 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.

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 your shares. Fournier J. Gale, III, our General Counsel and Corporate Secretary, and Hope D. Mehlman, our Chief Governance Officer, Assistant General Counsel and Assistant Corporate Secretary, have been designated as the proxies to cast the votes of our stockholders at our 2017 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 instead of mailing paper copies of those materials to each stockholder. As a result, beginning on or about March 8, 2017, we will send most of our stockholders a Notice of Internet Availability of Proxy Materials 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.

 

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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 by a Broker, 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 how to vote your shares. Street name stockholders may only vote in person if they have a legal proxy.

What is a Broker non-vote?

 

If you hold your shares in street name and do not give your Broker instructions on how to vote your shares, your Broker will return the proxy card without voting on proposals not considered “routine.” This is known as a Broker non-vote. Your Broker does not vote on Proposals 1 and 3 without receiving your voting instructions.

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:

 

Proposal		Voting Options		Board Recommendation		More Information		Effect of Abstentions and Broker Non-Votes		Votes Required for Approval
PROPOSAL 1 –Election of Directors		FOR, AGAINST, or ABSTAIN for each Director nominee		FOR each Nominee		Page 27		Abstentions and Broker non-votes have no effect on the vote results for this proposal.		Affirmative “FOR” vote of a majority of the votes cast for or against each Director nominee.
PROPOSAL 2 –Ratification of Appointment of Independent Registered Public Accounting Firm		FOR, AGAINST or ABSTAIN		FOR		Page 66		Abstentions have no effect on the vote results for this proposal.		Affirmative “FOR” vote of a majority of the votes cast for or against this proposal.
PROPOSAL 3 – Nonbinding Stockholder Approval of Executive Compensation		FOR, AGAINST or ABSTAIN		FOR		Page 69		Abstentions and Broker non-votes have no effect on the vote results for this proposal.		Affirmative “FOR” vote of a majority of the votes cast for or against this proposal.

Could other matters or business be decided at the annual meeting?

 

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 2017 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.

When will Regions hold the next advisory vote on the frequency of Say-on-Pay proposals?

 

The next advisory vote on the frequency of Say-on-Pay proposals will be held at our 2018 Annual Meeting of Stockholders.

What is the deadline for voting?

 

 

If You Are:		And You Are Voting by:		Your Vote Must Be Received:
A stockholder of record		Mail or in Person		Prior to the annual meeting
		Internet, mobile device, or telephone		By 11:59 p.m. ET on April 19, 2017
A street name holder		Mail or in Person		Prior to the annual meeting
		Internet, mobile device, or telephone		By 11:59 p.m. ET on April 19, 2017
A participant in Regions 401(k) Plan		Mail		By April 17, 2017
		Internet, mobile device, or telephone		By 11:59 p.m. ET on April 17, 2017

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 

How do I vote shares held of record?

 

Stockholders of record have several ways to vote:

 

		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 ballots prior to the vote being finalized.

If you have the ability to vote online, 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 19, 2017. If you vote by mail, your proxy card must be received by April 19, 2017.

How do I vote shares held in the Regions 401(k) Plan?

 

If you are a participant in the Regions 401(k) Plan, you may direct the 401(k) Plan trustee how to vote your shares. 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 shares held in the 401(k) Plan, follow the instructions above by 11:59 P.M., Eastern Time on April 17, 2017.

How do I vote shares held in 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 shares held in the Dividend Reinvestment Plan, follow the instructions above.

How do I vote 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 Broker, by mail after 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 offer telephone and Internet voting, availability and specific processes will depend on the Broker’s voting arrangements. See the Notice of Internet Availability of Proxy Materials or Voter Instruction Form for available options.

If you have the ability to vote online, we encourage you to record your vote through the Internet to reduce corporate expenses and to reduce the environmental impact. The deadline for voting by telephone or through the Internet for most street name holders is 11:59 P.M., Eastern Time on April 19, 2017. If you vote by mail, we must receive your Voter Instruction Form by April 19, 2017.

If you hold your shares through a Broker 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. Note that if you request a legal proxy, any proxy with respect to your shares previously executed by your Broker 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.

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 19, 2017.

You can revoke your proxy at any time before the vote is taken at the annual meeting by submitting written notice of revocation or a properly executed proxy of a later date to our Corporate Secretary or by attending the annual meeting and voting in person.

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 

Written notices of revocation and other communications about revoking a proxy 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 your Broker’s instructions 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 without specifying how you want your shares voted.

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

 

If you are a stockholder of record and do not provide a proxy or vote in person at the meeting, your shares will not be voted.

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 401(k) Plan for which votes are not cast) will be voted by the trustee in favor of Proposals 1, 2 and 3 (see above).

If you are a participant in the Dividend Reinvestment Plan and do not vote, your shares in the 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, your Broker may not vote on any proposal other than Proposal 2 (the ratification of appointment of EY as our independent registered public accounting firm for 2017).

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 proposal 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, your 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.

Brokers 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.

Who pays the expenses of this proxy solicitation?

 

Our proxy materials are being distributed by our Board in connection with the solicitation of proxies for our annual meeting. We pay the entire cost of soliciting your proxy, including the cost of preparing, assembling, printing, mailing or otherwise distributing the Notice of Internet Availability of Proxy Materials and these proxy materials, as well as soliciting your vote. In addition to solicitation of proxies by mail, we request that Brokers send proxies and proxy materials or Notice of Internet Availability of Proxy Materials to the beneficial owners of Regions common stock and secure their voting instructions. We will reimburse the Broker for their reasonable expenses in taking those actions.

Who is the proxy solicitor?

 

We have made arrangements with Innisfree M&A Incorporated to assist us in soliciting proxies and have agreed to pay $15,000, plus reasonable and customary expenses, for these services. If necessary, 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.

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 

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.
		Brokers may call Innisfree collect: 1-212-750-5833.

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.

What were the voting results of the 2016 Annual Meeting?

 

At Regions’ annual meeting held in 2016, the stockholders re-elected Regions’ 11 Director nominees, ratified the appointment of EY as the independent registered public accounting firm for 2016, and approved executive compensation (“Say-on-Pay”). The following is a summary of the voting on each matter presented to our stockholders last year:

 

Eligible Votes			1,277,092,719
Total Voted			1,099,438,546				(86%	)
Broker Non-Votes			179,556,450				(14%	)

 

 

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

 

This proxy statement, the Company’s 2016 Annual Report on Form 10-K, and the Chairman’s Letter are available on the Internet within the Investor Relations section of www.regions.com and at www.proxyvote.com, as set out in the Notice of Internet Availability of Proxy Materials.

How do I sign up for electronic delivery of proxy materials?

 

Most stockholders can elect to view our future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail.

If you are a registered stockholder, you can choose to receive future proxy statements and annual reports electronically by following the prompt that will appear 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 proxy statements and annual reports electronically and vote your proxy through the Internet, your enrollment will remain in effect for all stockholder meetings until you cancel it. To cancel, registered stockholders should visit http://enroll.icsdelivery.com/rf and follow the instructions to cancel your enrollment. If you hold your shares in nominee name, check the information provided by your Broker for instructions on how to cancel your enrollment.

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 

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 205-264-7040, 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.

Who can attend the annual meeting, and are there any rules for admission?

 

Only stockholders as of the Record Date, and/or their authorized legal proxies, are permitted to attend the annual meeting in person. Before being admitted to the meeting, you must present a valid government-issued photo identification.

You also must bring proof of your stock ownership as of the Record Date, such as the Admission Ticket appearing on your proxy card, the Notice of Internet Availability of Proxy Materials or provide one of the alternative forms of meeting admission documentation, as applicable to you, listed below.

 

Stockholder of Record		Beneficial (Street Name) Holder		Proxy for Stockholder of Record		Proxy for Street Name Holder
Admission Ticket appearing on your proxy card or the Notice of Internet Availability of Proxy Materials; OR		Your Notice of Internet Availability of Proxy Materials; OR		A valid, written legal proxy naming you as proxy, signed by the stockholder of record, AND		A valid and assignable written legal proxy naming you as proxy, AND
The electronic e-mail addressed to you from ProxyVote.com; OR		Your Voting Instruction Form for the 2017 Annual Meeting from your Broker; OR		The admission ticket appearing on the stockholder of record’s proxy card or Notice of Internet Availability of Proxy Materials; OR		The legal proxy is signed by the street name holder’s Broker; AND
Verification at the registration desk that your name is listed in Regions’ list of record stockholders as of the Record Date.		A letter from your Broker confirming you owned Regions’ common stock as of the Record Date.		Verification at the registration desk that the stockholder is listed in Regions’ list of stockholders as of the Record Date.		One of the forms of meeting admission documentation in the name of the street holder that would be required to admit the street holder to the annual meeting.

At the entrance to the meeting, we will inspect your identification and admission documentation. If you do not have a valid government-issued photo identification and an admission ticket, or one of the other forms of proof listed above showing that you owned, or are legally authorized to act as proxy for someone who owned shares of our common stock as of the Record Date, you will not be admitted to the meeting. The annual meeting will begin at 9:00 A.M., local time. Please allow ample time for the admission procedures described above. Admission to the annual meeting will be on a first-come, first-served basis.

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.

How do I inspect the list of stockholders of record?

 

A list of the stockholders of record as of the Record Date will be available for inspection during ordinary business hours by contacting the Office of the General Counsel at our headquarters at 1900 Fifth Avenue North, Birmingham, Alabama 35203, from April 10, 2017, to April 19, 2017, as well as at our annual meeting.

How do I submit a stockholder proposal for Regions’ 2018 Annual Meeting of Stockholders?

 

In accordance with the Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), stockholders who wish to present proposals for inclusion in our proxy materials for Regions 2018 Annual Meeting of Stockholders must submit their proposals to our Corporate Secretary as follows:

Regions Financial Corporation

1900 Fifth Avenue North

Birmingham, Alabama 35203

Attention: Fournier J. Gale, III, Corporate Secretary.

Proposals must be received by November 7, 2017, and must comply in all respects with applicable rules of the SEC. As the rules of the SEC make clear, however, simply submitting a proposal does not guarantee its inclusion.

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 

How do I submit a stockholder nomination or other proposal in accordance with Regions’ By-Laws for the 2018 Annual Meeting of Stockholders?

 

Regions’ By-Laws include provisions requiring advance notice of a stockholder’s nomination of persons for election to the Board or the proposal of other business to be considered by the stockholders, even if not to be included in our 2018 Proxy Statement.

To be timely outside of Rule 14a-8 of the Exchange Act, such notice must be delivered no earlier than November 7, 2017, and no later than December 7, 2017, for our 2018 Annual Meeting. However, in the event that: (a) the number of Directors to be elected to the Board at the 2018 Annual Meeting is increased by virtue of an increase in the size of the Board, and (b) the Company has not publicly disclosed by January 10, 2018, either (i) all of the nominees for Director at the 2018 Annual Meeting or (ii) the size of the increased Board, then such notice will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it has been delivered no later than the close of business on the 10th day following the first date all of such nominees or the size of the increased Board has been publicly announced or disclosed.

Pursuant to our By-Laws, a stockholder’s notice regarding nomination for election as a Director shall set forth the following information as to each proposed nominee:

 

•

All information relating to such person that is required 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.

 

•

A statement signed by the candidate confirming that the candidate:

 

¡

will serve if nominated by the Board and elected by the stockholders;

 

¡

consents to being named in the proxy statement as a nominee;

 

¡

will comply with the Company’s Code of Business Conduct and Ethics, General Policy on Insider Trading, Corporate Governance Principles and any other rule, regulation, policy or standard of conduct applicable to the Directors; and

 

¡

will provide any information required or requested by the Company or its subsidiaries, or banking or other regulators, including, without limitation, all information requested by the form of Directors questionnaire used by the Company.

 

•

Whether each nominee is eligible for consideration as an independent director under the relevant standards contemplated by Item 407(a) of Regulation S-K under the Securities Act of 1933, as amended, (or the corresponding provisions of any successor regulation) and the relevant listing standards of any exchange where the Company’s equity securities are listed.

As to the proposal of business that the stockholder proposes to bring forth before the meeting (other than nominations of persons for election to the Board), such stockholder’s notice must include:

 

•

The text of the proposal to be presented, including the text of any resolutions to be proposed for consideration by stockholders;

 

•

A brief written statement of the reasons why such stockholder favors the proposal; and

 

•

Any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made.

Any notice regarding nominations for Director or other proposal of business must include the following information:

 

•

As to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:

 

¡

The name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner;

 

¡

A representation that the stockholder is a holder of the Company’s voting stock (including the number and class or series of shares held);

 

¡

With respect to nominations, a disclosure of any hedging or other arrangement with respect to any share of the Company’s stock (including any short position on or any borrowing or lending of shares of stock) made by or on behalf of the stockholder (i) to mitigate loss to or manage risk of stock price changes for the stockholder or (ii) to increase or decrease the voting power of the stockholder; and

 

¡

With respect to nominations, a description of all arrangements or understandings among the stockholder and the candidate and any other person or persons (naming such person or persons and including any person that may be deemed to be acting in concert with such stockholder under applicable federal or state securities or banking laws) pursuant to which the proposal is made by the stockholder.

 

•

The names and addresses of any other stockholders or beneficial owners known to be supporting such nomination or proposal of business by the proposing stockholder on whose behalf the nomination or proposal is made.

Proposals should be addressed to our Corporate Secretary as follows:

Regions Financial Corporation

1900 Fifth Avenue North

Birmingham, Alabama 35203

Attention: Fournier J. Gale, III, Corporate Secretary

 

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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			92,474,786				7.50%
FMR LLC (and subsidiaries) (2) 245 Summer Street Boston, Massachusetts 02210			78,610,481				6.39%
State Street Corporation (and subsidiaries) (3) One Lincoln Street Boston, Massachusetts 02111			73,230,182				5.95%
The Vanguard Group, Inc. (and subsidiaries) (4) 100 Vanguard Blvd. Malvern, Pennsylvania 19355			129,870,452				10.55%

(1)

This information was derived from the Schedule 13G/A filed on January 25, 2017, by BlackRock, Inc. and subsidiaries, which states that BlackRock, Inc. has sole voting power over 80,312,713 shares and sole dispositive power over 92,474,786 shares as of December 31, 2016, which constitutes 7.50% of our outstanding common stock as of the Record Date.

(2)

This information was derived from the Schedule 13G/A filed on February 14, 2017, by FMR LLC and subsidiaries, which states that FMR LLC has sole voting power over 8,973,319 shares and sole dispositive power over 78,610,481 shares as of December 31, 2016, which constitutes 6.39% of our outstanding common stock as of the Record Date.

(3)

This information was derived from the Schedule 13G/A filed on February 9, 2017, by State Street Corporation and subsidiaries, which states that State Street Corporation has shared voting and shared dispositive power over 73,230,182 shares as of December 31, 2016, which constitutes 5.95% of our outstanding common stock as of the Record Date.

(4)

This information was derived from the Schedule 13G/A filed on February 10, 2017, by The Vanguard Group, Inc. and subsidiaries, which states that The Vanguard Group, Inc. has sole voting power over 1,967,009 shares, shared voting power over 224,278 shares, sole dispositive power over 127,716,623 shares, and shared dispositive power over 2,153,829 shares as of December 31, 2016, which constitutes 10.55% 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
Carolyn H. Byrd			62,998				0				62,998				*				47,026				110,024
David J. Cooper, Sr.			186,153				14,000				200,153				*				18,992				219,145
Don DeFosset			89,137				14,000				103,137				*				15,250				118,387
Samuel A. Di Piazza, Jr.			4,017				0				4,017				*				0				4,017
Eric C. Fast (3)			95,838				0				95,838				*				89,958				185,796
O. B. Grayson Hall, Jr.			568,847				367,734				936,581				*				1,164,191				2,100,772
John D. Johns (4)			32,111				0				32,111				*				61,628				93,739
Ruth Ann Marshall			70,396				0				70,396				*				58,865				129,261
Susan W. Matlock			33,678				14,000				47,678				*				103,670				151,348
John E. Maupin, Jr.			65,968				14,000				79,968				*				65,808				145,776
Charles D. McCrary			105,346				14,000				119,346				*				182,105				301,451
James T. Prokopanko			4,017				0				4,017				*				0				4,017
Lee J. Styslinger III			91,686				14,000				105,686				*				145,643				251,329
José S. Suquet			21,813				0				21,813				*				0				21,813
Other Named Executive Officers (See Summary Compensation Table on pages 90-92)
John B. Owen (5)			214,243				128,191				342,434				*				255,440				597,874
David J. Turner, Jr. (6)			220,335				79,822				300,157				*				288,373				588,530
C. Matthew Lusco			59,253				0				59,253				*				246,300				305,553
Fournier J. Gale, III (7)			129,323				114,065				243,388				*				200,886				444,274
Directors and executive officers as a group (28 persons)			3,266,657				2,991,225				6,257,882				*				4,441,928				10,699,810

*	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, RSUs or PSUs.

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

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

(5)	Includes 214,243 shares held jointly with spouse.

(6)	Includes 135,160 shares held jointly with spouse, 1,775 shares held by Mr. Turner’s spouse, 575 shares held for Mr. Turner’s children, and 65,000 held in family trusts.

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

 

 

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OWNERSHIP OF REGIONS COMMON STOCK

 

Stock Ownership Guidelines and Holding Period Requirements

 

We require our Directors and executive officers to own shares of our common stock because the Board believes having a financial stake in Regions aligns their interests with those of the stockholders. Our Board has adopted robust stock ownership guidelines that apply to our Directors and executive officers as summarized in the following chart.

 

Director Stock Ownership Guidelines		Outside Directors are expected to own shares of Regions common stock with a value equal to or in excess of 5 times the value of the cash portion of the annual retainer paid to Directors.   Until such time as the minimum level of stock ownership is achieved, the Director shall be required to retain 50 percent of the after-tax net shares acquired as a part of any compensatory arrangement, unless granted an exception by the NCG Committee upon showing a hardship or other special circumstances.
Executive Officer Stock Ownership Guidelines		Executive officers are required to own Regions common stock having a value that is a specified multiple of base salary. The multiple varies based on the tier designation, which in turn reflects the executive officer’s level of responsibility and compensation:   CEO:                                     5 times base salary Other NEOs:                        3 times base salary   Until such time as the minimum level of stock ownership is achieved, the executive officer shall be required to retain 50 percent of the after-tax net shares acquired as a part of any compensatory arrangement, unless granted an exception by the Compensation Committee upon showing a hardship or other special circumstances.

 

 

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 14 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.
Samuel A. Di Piazza, Jr.		Charles D. McCrary
Eric C. Fast		James T. Prokopanko
O. B. Grayson Hall, Jr.		Lee J. Styslinger III
John D. Johns		José S. Suquet

How often are the members elected, and what is the makeup of the Board?

 

All Directors are elected annually. Our Board currently has 14 members.

 

Board Composition
Independent Directors			93%
Fewer than 10 Years of Board Tenure			57%
Gender, Racial, Ethnic, or Sexual Orientation Diversity			36%
CEO Experience			79%
Other Public Company Board Experience			79%

As permitted by our By-Laws, the Board has determined that, effective at the annual meeting, the Board will consist of 14 members, to be elected for a term of one year expiring at the 2018 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?

 

All nominees have consented to serve for the upcoming one-year term, so this is not expected to occur. 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.

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

 

Under our By-Laws, each of the 14 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 nominee. 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.

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

The Board will take action within 90 days following certification of the stockholder vote unless such action would cause us to fail to comply with requirements of the NYSE or the securities laws, in which event we 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 take into consideration 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 2016, 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 and demographic 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 considers the technical and professional skills that these nominees have gained through their leadership roles. Such skills may include, but are not limited to experience or acumen in, strategic planning or strategy development; information/cybersecurity; risk management; human resources/human capital management; business operations and technology; environmental and sustainability practices; executive compensation and benefits; corporate governance; growth and innovation; external affairs, public relations or marketing and/or stockholder engagement; banking and financial services; and regulatory or compliance.

Regions’ By-Laws establish the procedures and requirements for a stockholder to nominate candidates for Director. For Regions’ 2018 Annual Meeting, such notice must be submitted to the Corporate Secretary and be delivered no earlier than November 7, 2017, and no later than December 7, 2017. 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 about the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made.

See How do I submit a stockholder nomination or other proposal in accordance with Regions’ By-Laws for the 2018 Annual Meeting of Stockholders? on page 23 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 procedures set forth in our By-Laws.

The NCG Committee considers a wide breadth of factors and characteristics when evaluating nominees. With respect to the 2017 nominees, the NCG Committee selected candidates who possess the highest personal and professional ethics, integrity and values. Candidates must also be committed to representing the long-term interests of Regions stockholders. In addition to reviewing a candidate’s background and accomplishments, the NCG Committee assessed 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. Leadership and outside board experience are two of the many qualities considered by the NCG Committee when selecting nominees. Of the 10 nominees standing for election who currently serve on an outside public company board, nine of those nominees chair committees on their outside boards. 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 Corporate Governance Principles. The NCG Committee further sought to ensure that the Board reflects a range of talents, ages, skills, diversity, and expertise sufficient to provide sound and prudent guidance with respect to Regions’ operations and interests.

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 and the annual meeting.

The NCG Committee and Board undertake a thorough review and vetting process before any candidate is recommended to the Board. During this review and vetting process, which can take several months or longer to complete, the NCG Committee and Board consider many different aspects pertaining to the candidate, such as skills and expertise brought to the Board, other boards on which the candidate sits, any risks or concerns with appointing the candidate to the Board, and diversity.

 

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

 

		Experience or Acumen		Description
		Banking and financial services		The banking and financial services industry have inherent risks, challenges, and opportunities that are unique to this industry. It is important that the Board have Directors who understand these facets of our industry.
		Business operations and technology		It is important to have members on the Board who are knowledgeable and possess experience in business operations and technology so that we are able to improve our processes, services, and products to provide the best customer experience possible, as well as reduce operational risk as we meet the challenges of the fast-moving digital environment.
		Corporate governance		The Board is responsible for shaping the Company’s corporate governance priorities and structure, which must be transparent and responsive to our stockholders. The Board must have Directors with experience in keeping up with and understanding constantly changing corporate governance trends and policies.
		Environmental and sustainability practices		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.
		Executive compensation and benefits		When properly structured, executive compensation and benefits discourage imprudent risk taking that could harm the Company and/or customers, while simultaneously acting as a business driver and ensuring alignment with long-term stockholder interests. It is important for the Board to have Directors who understand and have experience with the various types of executive compensation and benefits options that may be employed to achieve this balance.
		External affairs, public relations or marketing and/or stockholder engagement		As a customer-based public company, Regions regularly communicates with our customer and stockholder bases. This may take the form of one-to-many types of communications, or it may involve one-on-one engagements. It is important for us to have Directors who are adept at communicating on a large scale, as well as individually.
		Growth and innovation		As part of our strategic planning process, we must continually consider ways to expand our customer base, reach underserved areas, and develop new products or services that could best serve our customers’ needs. The Board must have Directors with an understanding of how to foster growth and innovation.
		Human resources/human capital management		Talent management is important at all levels of an organization, but it is particularly critical with respect to succession planning for senior executives. Having human resources and human capital management experience represented on the Board is important to ensuring appropriate succession planning.
		Information/cybersecurity		The safekeeping of our customer, associate, and Company data is of paramount importance. Directors with experience in implementing, establishing, or overseeing information security systems and protocols are better able to guide the Company through this constantly changing landscape.
		Regulatory or compliance		The banking and financial services industry is highly regulated. Regions is subject to both federal and state regulators. Having Directors who understand the regulatory environment and with experience engaging with regulators is critical to the Company.
		Risk management		Robust risk management is a critical aspect of operating within the financial sector, and the Board must include Directors who are very familiar with risk management processes.
		Strategic planning or strategy development experience		Directors who understand how to strategically plan for the future of the Company, both in the short- and long-term, are better able to oversee and advise management with respect to the formulation and execution of the Company’s strategic planning.

 

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The following are some of the personal attributes that each nominee is expected to possess.

 

Commitment		The ability to commit the time necessary to function as an effective Director by attending on-site meetings in person.
Constructive Questioner		The preparedness to ask questions and challenge management and peer Directors in a constructive and appropriate way.
Contributor and Team Player		The ability to work as a member of a team, and demonstrate the passion and time to make a genuine and active contribution to the Board.
Critical and Innovative Thinker		The ability to critically analyze complex and detailed information, readily distill key issues and develop innovative approaches and solutions to problems.
Effective Listener and Communicator		The ability to: •    listen to, and constructively and appropriately debate, other people’s viewpoints; •    develop and deliver compelling arguments; and •    communicate effectively with a broad range of stakeholders.
Ethics and Integrity		A commitment to: •    understanding and fulfilling the duties and responsibilities of a director and maintaining knowledge in this regard through professional development; •    putting Regions’ interests before any personal interests; •    being transparent; and •    maintaining Board confidentiality.
Financially Literate		The ability to read and understand fundamental financial statements and make appropriate decisions.
Influencer and Negotiator		The ability to negotiate outcomes and influence others to agree with those outcomes, including an ability to gain stakeholder support for the Board’s decisions.
Leader		Leadership skills include the ability to: •    appropriately represent Regions; •    set appropriate Board and organizational culture; and •    make and take responsibility for decisions and actions.
Unbiased		The ability to represent all stockholders and not a particular interest group.

The individual Director biographies that follow provide additional information about each nominee’s 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 eight years; in fact, eight Directors have tenure of fewer than 10 years. 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 longer-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 necessary for the long-term success of our Company.

Who are this year’s nominees?

 

This year, 11 of the 14 nominees being voted upon at the annual meeting are Directors standing for re-election. We recognize that board refreshment supports the addition of new ideas, perspectives, independence, and skills to the Board. Since last year’s annual meeting of stockholders, to help ensure the Board is well-equipped to guide Regions’ creation of long-term sustainable value, we added three new independent Directors: Samuel A. Di Piazza, former Global CEO of PricewaterhouseCoopers and former Vice Chairman of Citigroup Global Corporate and Investment Bank; James T. Prokopanko, former President and CEO of The Mosaic Group; and José S. Suquet, Chairman, President and CEO of Pan-American Life Insurance Group. These three individuals, each of whom is a proven leader within his respective field, bring unique skill sets and backgrounds to the Board. Directors Di Piazza and Prokopanko were recommended by our CEO, and Director Suquet was recommended by another executive officer.

 

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The following biographies detail the age and principal occupations during at least the past five years for each nominee, the year the nominee was first elected or appointed, as the case may be, to the Board, and the directorships he or she now holds and has 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 well 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 are subsequently described. There are no family relationships among our Directors and executive officers.

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 the former Regions Financial Corporation. 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 at that time.

The Directors 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:  68   Top Skills   •    Banking and Financial      Services •    Corporate Governance •    Information/Cybersecurity •    Regulatory Compliance •    Risk Management				Regions Committees:   •    Audit Committee (Chair; Audit Committee Financial Expert)   Public Directorships:   •    Popeyes Louisiana Kitchen, Inc. •    Federal Home Loan Mortgage Corporation (“Freddie Mac”)   Ms. Byrd is the Chairman and CEO 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 served as Chair of the Audit Committee and as a member of the Nominating and Governance Committee and the Executive Committee until March 1, 2017. She now serves on the Compensation Committee and Risk 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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David J. Cooper, Sr.    Independent Director Since:  2006 Age:  71   Top Skills   •    Corporate Governance •    Environmental and      Sustainability Practices •    External Affairs, PR or      Marketing and/or      Stockholder Engagement •    Growth and Innovation •    Strategic Planning				Regions Committees:   •    Compensation Committee •    NCG 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. At Alabama Power Company, Mr. Cooper serves on the Compensation Committee and the Executive Committee. 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:  68   Top Skills   •    Business Operations      and Technology •    Corporate Governance •    Executive Compensation      and Benefits •    Information/Cybersecurity •    Strategic Planning				Regions Committees:   •    Compensation Committee (Chair) •    Risk Committee   Public Directorships:   •    Terex Corporation •    National Retail Properties •    ITT Corporation   Mr. DeFosset served on the board of directors of AmSouth Bancorporation from 2005 to 2006. He is the former Chairman, President and CEO of Walter Industries, 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, CEO 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 him well qualified to be a member of Regions’ Board.

 

 

 

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Samuel A. Di Piazza, Jr.                 Independent Director Since:  2016 Age:  66   Top Skills   •    Business Operations and       Technology •    Corporate Governance •    Regulatory Compliance •    Risk Management •    Strategic Planning				Regions Committees:   •    Audit Committee (Audit Committee Financial Expert) •    Compensation Committee   Public Directorships:   •    ProAssurance Corporation •    Jones Lang LaSalle Incorporated •    AT&T Inc.   Former Public Directorships Held During the Past Five Years:   •    DirecTV   Mr. Di Piazza is retired from Citigroup, Inc., where he served as Vice Chairman of the Global Corporate and Investment Bank. Prior to joining Citigroup, Mr. Di Piazza was a partner at PricewaterhouseCoopers, where he served as Chairman and Senior Partner at PwC US and as a member of the firm’s Global Leadership Team. He ultimately served as Global CEO of PricewaterhouseCoopers from 2002 to 2009.
				Skills and Qualifications:   Mr. Di Piazza serves as the Chair of the Audit Committee at ProAssurance Corporation. At Jones Lang LaSalle Incorporated, he serves on the Compensation Committee and the Nominating and Governance Committee. He serves as Chair of the Audit Committee and as a member of the Executive Committee and the Public Policy and Corporate Reputation Committee at AT&T Inc. He earned his Bachelor of Science in Accounting and Economics from the University of Alabama and received a Master of Tax Accounting degree from the University of Houston.   Mr. Di Piazza is extremely active in and serves on the boards of various nonprofit and professional organizations, including the UN Global Compact Board, The Mayo Clinic, and the National September 11th Memorial and Museum. Mr. Di Piazza is a former Trustee of both the Financial Accounting Foundation and the International Accounting Standards Committee Foundation. He has been awarded the Accountant of the Year by the Beta Alpha Psi Society, the Ellis Island Medal of Honor, and the INROADS Leadership Award. Mr. Di Piazza is also co-author of the book, Building Public Trust: The Future of Corporate Accounting. Mr. Di Piazza’s extensive audit and tax experience, leadership in civic and not-for-profit organizations, together with his years in banking and other credentials, make him well qualified to be a member of Regions’ Board.

 

 

 

Eric C. Fast                    Independent Director Since:  2010 Age:  67   Top Skills   •    Banking and Financial      Services •    Corporate Governance •    External Affairs, PR or      Marketing and/or      Stockholder Engagement •    Risk Management •    Strategic Planning				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 CEO 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 CEO of a large public company further augments his experience. All of these qualifications make him well qualified to be a member of Regions’ Board.

 

 

 

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O. B. Grayson Hall, Jr.   Management Director Since:  2008 Age:  59   Top Skills   •    Banking and Financial      Services •    Business Operations and      Technology •    Information/Cybersecurity •    Risk Management •    Strategic Planning				Public Directorships:   •    Vulcan Materials Company   Former Public Directorships Held During the Past Five Years:   •    Zep Inc.   Mr. Hall has been the Chairman, President and CEO 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. Mr. Hall is also a Class A Director of the Federal Reserve Bank of Atlanta.
				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 CEO 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 on the Audit Committee and the Operational Risk Committee at the Federal Reserve Bank of Atlanta. Previously, he was 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. At Alabama Power Company, he Chairs the Compensation 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.

 

 

 

John D. Johns               Independent Director Since:  2011 Age:  65   Top Skills   •    Corporate Governance •    Executive Compensation      and Benefits •    Growth and Innovation •    Risk Management •    Strategic Planning				Regions Committees:   •    Risk Committee (Chair; 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 CEO of Protective Life Corporation (“Protective”). In February 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 Chairs 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. At the privately held Protective, he serves on the Risk, Finance & Investments Committee. Mr. Johns graduated from the University of Alabama and received his Master 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.

 

 

 

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Ruth Ann Marshall      Independent Director Since:  2011 Age:  62   Top Skills   •   Corporate Governance •   Executive Compensation      and Benefits •   Growth and Innovation •   Human Resources/Capital      Management •   Strategic Planning				Regions Committees:   •   Compensation Committee •   NCG 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 the Executive Committee. At Global Payments, Inc., she serves as Chair of the 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 of Business Administration in Finance and Master of Business Administration 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 her well qualified to be a member of Regions’ Board.

 

 

 

Susan W. Matlock        Independent Director Since:  2004 Age:  70   Top Skills   •   Business Operations and      Technology •   Growth and Innovation •   Human Resources/Capital      Management •   Risk Management •   Strategic Planning				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 CEO 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 Master of 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.

 

 

 

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John E. Maupin, Jr.     Independent Director Since:  2007 Age:  70   Top Skills   •    Business Operations and      Technology •    Executive Compensation      and Benefits •    External Affairs, PR or      Marketing and/or      Stockholder Engagement •    Growth and Innovation •    Strategic Planning				Regions Committees:   •    Audit Committee •    NCG Committee   Public Directorships:   •    LifePoint Health, 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 on the Nominating/Corporate Governance Committee and 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, the Brokerage Committee, and the Governance Committee. Dr. Maupin attended San José 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.

 

 

 

Charles D. McCrary     Independent Director Since:  2006 Age:  65   Top Skills   •    Corporate Governance •    Environmental and       Sustainability Practices •    External Affairs, PR or       Marketing and/or       Stockholder       Engagement •    Regulatory Compliance •    Strategic Planning				Lead Independent Director   Regions Committees:   •    NCG 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 CEO 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’ NCG 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 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 highly 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.

 

 

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

 

James T. Prokopanko   Independent Director Since:  2016 Age:  63   Top Skills   •   Business Operations and       Technology •   Environmental and       Sustainability Practices •   Growth and Innovation •   Risk Management •   Strategic Planning				Regions Committees:   •   NCG Committee •   Risk Committee   Public Directorships:   •   Vulcan Materials Company •   Xcel Energy Inc.   Former Public Directorships Held During the Past Five Years:   •   The Mosaic Company   Mr. Prokopanko served as Executive Vice President and Chief Operating Officer of The Mosaic Company, one of the world’s leading producers and marketers of concentrated phosphate and potash crop nutrients, from 2006 through 2007 and then as President and CEO from 2007 through 2015. He served as Senior Advisor until his retirement in January 2016.
				Skills and Qualifications:   Mr. Prokopanko serves on the board of Overseers for the University of Minnesota’s Carlson School of Management and has past service as Campaign Chair of the Twin Cities United Way Campaign and as Trustee for Minnesota Public Radio. He was awarded the Corporate Responsibility Lifetime Achievement Award from the Corporate Responsibility Magazine in 2015 and the Excellence Award from the Center of Excellence in Corporate Philanthropy in 2013.   Prior to joining The Mosaic Company, he served in various senior leadership positions at Cargill, Inc. from 1999 through 2006. At Vulcan Materials Company, he serves as Chair of the Compensation Committee and as a member of the Executive Committee and the Governance Committee, in addition to serving as the lead director. At Xcel Energy Inc., he serves on the Audit Committee and the Operations, Nuclear, Environmental and Safety Committee. Mr. Prokopanko earned his bachelor’s degree in computer science from the University of Manitoba and a Master of Business Administration from the Ivey Business School at the University of Western Ontario. Mr. Prokopanko’s decade-long career at The Mosaic Company and service as lead director at Vulcan Materials Company have provided him with an in-depth knowledge of environmental risk management in regulated industries. Mr. Prokopanko’s experience in environmental risk management and his various leadership roles make him well qualified to be a member of Regions’ Board.

 

 

 

Lee J. Styslinger III      Independent Director Since:  2004 Age:  56   Top Skills   •   Corporate Governance •   Growth and Innovation •   Human Resources/Capital      Management •   Risk Management •   Strategic Planning				Regions Committees:   •   Audit Committee (Audit Committee Financial Expert) •   Risk Committee   Public Directorships:   •   Vulcan Materials Company •   Workday, Inc.   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 CEO of the privately held Altec, Inc., a leading equipment and service provider for the electric utility, telecommunications and contractor markets. Altec, which was founded in 1929, provides products and services in over 100 countries throughout the world.
				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; at Workday, Inc., he serves on the Audit 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 CEO of Altec, Inc., Mr. Styslinger brings a wealth of management and business experience running a large company in today’s global market. The foregoing qualifications make him well qualified to be a member of Regions’ Board.

 

 

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

 

José S. Suquet             Independent Director Since:  2017 Age:  60   Top Skills   •    Corporate Governance •    Executive Compensation      and Benefits •    Regulatory Compliance •    Risk Management •    Strategic Planning				Regions Committees:   •    Compensation Committee •    Risk Committee (Risk Management Expert)   Mr. Suquet currently serves as the Chairman, President and CEO of the privately held Pan-American Life Insurance Group (“PALIG”), a leading provider of insurance and financial services throughout the Americas. PALIG’s flagship member is New Orleans-based Pan-American Life Insurance Company.
				Skills and Qualifications:   As of December 31, 2016, Mr. Suquet completed his term as a member of the Board of Directors of the Federal Reserve Bank of Atlanta, where he served as Chairman of the Retail Payments Office Oversight Committee. He also previously served on the Board of Directors for the Federal Reserve Bank of Atlanta, New Orleans Branch. He is a director at the privately held Ochsner Health System, Louisiana’s largest non-profit, academic, healthcare system, where he serves on the Compensation Committee and the Audit and Oversight Committee. He is also on the board of directors of The American Council of Life Insurers.   Mr. Suquet brings a strong background in enterprise risk management and a commitment to innovation and operational excellence. His commitment to the United States’ Hispanic community, product innovation and sales force expansion have positioned PALIG as the company Hispanics throughout the Americas rely on to protect their financial security and well-being. Prior to joining PALIG, Mr. Suquet held senior management posts in the insurance industry for more than three decades, including serving as Senior Executive Vice President and Chief Distribution Officer of AXA Financial. He is also involved in various professional and industry associations. Mr. Suquet graduated from Fordham University with a Bachelor of Science degree and holds a Master of Business Administration degree from the University of Miami. All of these qualifications make him well qualified to be a member of Regions’ Board.

 

 

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 2016:

 

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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PROPOSAL 1 — ELECTION OF DIRECTORS

 

The following table contains information about the compensation paid to the non-employee Directors who served during 2016:

 

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($) (1)				All Other Compensation ($) (2)				Total ($)
George W. Bryan			56,500				—				—				56,500
Carolyn H. Byrd			140,000				105,000				—				245,000
David J. Cooper, Sr.			97,500				105,000				5,000				207,500
Don DeFosset			137,000				105,000				5,000				247,000
Samuel A. Di Piazza, Jr.			21,000				43,750				5,000				69,750
Eric C. Fast			103,000				105,000				5,000				213,000
John D. Johns			114,000				105,000				—				219,000
Charles D. McCrary			186,000				105,000				—				291,000
Ruth Ann Marshall			107,500				105,000				5,000				217,500
Susan W. Matlock			103,500				105,000				—				208,500
John E. Maupin, Jr.			106,500				105,000				5,000				216,500
James T. Prokopanko			19,500				43,750				5,000				68,250
Lee J. Styslinger III			100,500				105,000				5,000				210,500

 

(1)

For all Directors other than Messrs. Di Piazza and Prokopanko, the amounts presented in this column represent the grant date fair values of the 2016 restricted stock award made to all non-employee Directors in service on April 26, 2016. The grant date fair value of the restricted stock granted April 26, 2016, was $9.40 per share, for a total grant date fair value of $105,000. Messrs. Di Piazza, Jr. and Prokopanko were appointed to Regions’ Board on November 7, 2016, and received a restricted stock award on November 8, 2016. The grant date fair value of the restricted stock granted on November 8, 2016 was $10.89 per share, for a total grant date fair value of $43,750. All restricted stock awarded in 2016 are scheduled to vest in one lump sum on the date of the 2017 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 2016 and who had stock options or restricted stock outstanding as of December 31, 2016, and the number outstanding as of that date:

 

Name		Outstanding Stock Options (#)				Outstanding Restricted Stock (#)
George W. Bryan			14,000				—
Carolyn H. Byrd			—				11,170
David J. Cooper, Sr.			14,000				11,170
Don DeFosset			14,000				11,170
Samuel A. Di Piazza, Jr.			—				4,017
Eric C. Fast			—				11,170
John D. Johns			—				11,170
Charles D. McCrary			14,000				11,170
Ruth Ann Marshall			—				11,170
Susan W. Matlock			14,000				11,170
John E. Maupin, Jr.			14,000				11,170
James T. Prokopanko			—				4,017
Lee J. Styslinger III			14,000				11,170

 

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CORPORATE GOVERNANCE

 

CORPORATE GOVERNANCE

Overview

 

Regions’ Board and executive management work together to ensure we are in compliance with laws and regulations, as well as to provide guidance for sound decision-making and accountability. We strive to conduct business according to the highest moral standards, as evidenced by our Code of Business Conduct and Ethics (“Code of Conduct”). Our associates and Directors take this Code of Conduct seriously and are mindful of one of our core values, “Do What Is Right.” We maintain an environment of openness and take every opportunity to protect our culture by promoting Regions’ values. And we do this because it is the right thing to do, and our customers, stockholders, communities and associates expect it if they are to continue to give us their trust and confidence.

 

 

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Below are some of the corporate governance best practices that we follow.

What We Do

 

✓		Continuous Focus on Strategic Planning		The Board and management regularly focus on strategy and planning.
✓		Maintain an Overwhelmingly Independent Board		Of the Board’s current 14 Directors, 13 are independent, including the Lead Independent Director.
✓		Recruit the Best Directors		Our Board reflects a range of talents, ages, skills, backgrounds, diversity and expertise.
✓		Strive for Board Diversity		Currently, 21 percent of our Directors are female and 21 percent are ethnically diverse. Our Board is 36 percent diverse with respect to gender, race, ethnicity, or sexual orientation.
✓		Maintain a Declassified Board		Directors are elected annually by a majority of votes cast in an uncontested election.
✓		Hold Frequent Board and Committee Meetings		The Board held 10 meetings in 2016 and one joint meeting with the NCG Committee and the Compensation Committee, and the Board’s Committees held 28 meetings in 2016. The Board meets in executive session at each regular Board meeting and most conference call Board meetings. Each of the standing committees also meet in executive session at each regular Committee meeting.
✓		Expect Director Attendance at Meetings		Our Director attendance for Board and Committee meetings averaged over 96 percent in 2016, and each Director attended at least 75 percent of Board and Committee meetings on which the Director served.
✓		Maintain Independent Committees		The Board has four independent, standing Committees to assist it in carrying out its work: an Audit Committee, a Compensation Committee, an NCG Committee, and a Risk Committee. Each Committee operates under a written charter approved by the Board and annually reviewed by each Committee and the NCG Committee.
✓		Maintain Corporate Governance Principles		Our comprehensive Corporate Governance Principles are reviewed routinely by the NCG Committee and Board to maintain effective and appropriate standards of corporate governance.
✓		Conduct Board Self-Evaluations		The Board and Committees conduct annual self-evaluations. The self-evaluation process was enhanced this year by including confidential, individual discussions between the Lead Independent Director and each of the other independent Directors.
✓		Administer Board Orientation		New Directors are provided with an orientation package and attend a Board orientation session, including Committee-specific orientation sessions, as appropriate.
✓		Facilitate a Director Education Program		The Board has a robust Director Education Program to keep abreast of products and services offered by the Company; significant risks and compliance issues; laws, regulations and requirements applicable to the Company and its affiliates; corporate governance best practices; and changes in the financial services industry.
✓		Keep Directors Informed		Our Directors and Committees are routinely provided with articles and reports to stay well informed of trends and best practices with respect to corporate governance, risk management, compensation, audit, regulatory matters and other topics.
✓		Conduct CEO Evaluation		The Board conducts an annual evaluation of the CEO.
✓		Maintain Stock Ownership Requirements		Robust stock ownership guidelines for Directors and executive officers are in place.
✓		Ensure Directors are not Overboarded		In 2016, we updated our Corporate Governance Principles to reduce the number of other boards on which certain Directors are permitted to serve to ensure they are able to devote sufficient time and attention to their responsibilities as a Director on our Board.
✓		Properly Align Executive Compensation		We have specific policies and practices to align executive compensation with long-term stockholder interests; these policies and practices are routinely reviewed by the Compensation Committee in conjunction with an independent compensation consultant.
✓		Provide for a Strong Clawback Policy		We have an enhanced clawback policy that applies to our executive officers, as well as a number of other senior management.
✓		Review Management and Succession Planning		The Board reviews management talent and succession at least annually.
✓		Promote Cross-Committee Membership		Most Directors serve on multiple Committees to better facilitate the flow of information among the Committees.
✓		Administer a Code of Conduct		Our comprehensive Code of Conduct is applicable to all Directors, executive officers and associates. Vendors and consultants are expected to adhere to any applicable Code of Conduct provisions.
✓		Maintain an Ethics Council		Our internal Ethics Council ensures proper oversight and application of the Code of Conduct.
✓		Named a Chief Governance Officer		In 2017, Regions named a Chief Governance Officer, who focuses on Regions’ corporate governance practices and stockholder engagement.
✓		Actively Fight Cybersecurity Threats		The Company makes on-going investments in systems and technology, as well as training and education for all associates and Directors to combat cybersecurity threats.
✓		Board Communicates with Regulators		The Board understands the importance of maintaining regular, open, and transparent communications with our regulators.
✓		Strengthen ESG		We have a long-standing commitment to corporate social responsibility. As such, we are expanding our Corporate Social Responsibility function to ensure that we have the appropriate expertise for analyzing and addressing ESG matters and engaging with stockholders to understand their views on those matters.
✓		Disclose Political Contributions		Pursuant to our Policy on Political Contributions, we disclose annually our independent expenditures and corporate political giving.
✓		Maintain Mandatory Director Retirement Policy		Directors retire on the date of the next annual meeting of stockholders after reaching age 72.
✓		Require Management Accountability		Management is accountable to the Board and the stockholders for its decisions.
✓		Keep Stockholder Voting Rights Consistent with Ownership		All common stockholders are entitled to one vote per share of common stock. Holders of preferred stock are not entitled to vote at the meeting.
✓		Pay for Performance		Majority of pay is not guaranteed. Executive compensation is tied to Company performance and aligned with the long-term interests of stockholders.

 

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✓		Engage with our Stockholders		The NCG Committee has formalized a Director-Stockholder Engagement Framework to guide Directors and stockholders in the engagement process. Throughout the year, members of management meet with stockholders to solicit their opinions on various corporate governance topics, such as board refreshment and ESG matters. If requested by major stockholders, our Lead Independent Director will ensure he is available for consultation and direct communication.
✓		Board Oversees Risk Management		Our Board has oversight of risk management with a focus on the most significant enterprise risks facing the Company, including compliance, credit, legal, liquidity, market, operational, reputational, and strategic risks.
✓		Maintain Controls Over 10b5-1 Plans		We have guidelines governing the use of pre-established trading plans for transactions in our securities.
What We Don’t Do
X		No Hedging of Regions Securities		Long-standing policies restrict all hedging of Regions equity securities by Directors, executive officers and associates.
X		No Short Sales of Regions Securities		Our policies prohibit short sales of Regions securities by Directors, executive officers and associates.
X		No Pledging of Regions Securities		Long-standing policies restrict pledging of Regions equity securities by Directors and executive officers.
X		No Selective Disclosure of Information		We have a Fair Disclosure Policy applicable to all Directors, executive officers and associates to ensure timely, transparent, consistent and accurate financial and other information is provided to the investing community on a non-selective basis, and compliance is monitored by a standing management committee.
X		No “Poison Pill”		There is not a stockholder rights plan or “poison pill.”
X		No Family Relationships among Directors and Executive Officers		No immediate family relationships exist between any of our Directors or executive officers and any of our other Directors or executive officers.
X		No Related Person Transactions		There are no transactions with Regions where the amount exceeds $120,000 and in which our Directors or executive officers or their related persons have a direct or indirect material interest.

Corporate Governance Stockholder Engagement

 

 

 

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The following chart describes our corporate governance stockholder engagement annual cycle:

In addition to the meetings that are arranged as part of our formal corporate governance stockholder engagement plan, we speak with corporate governance representatives from our institutional investors at various corporate governance events, such as those hosted by the Council for Institutional Investors, the American Bar Association, and the John L. Weinberg Center for Corporate Governance, held throughout the year.

 

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Economic Development and Community Outreach

 

 

 

 

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Corporate Environmental and Social Responsibility

 

 

 

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Talent Management and Associate Development & Well-Being

 

 

 

Policy on Political Contributions

 

 

 

Board Leadership Structure

 

 

 

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Board, Committee and Individual Director Evaluation Program

 

 

 

Continuing Education

 

 

 

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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:

 

•

our non-management Directors or their immediate family members;

 

•

a company or charitable organization of which the non-management Director or the Director’s immediate family member is, or was during 2016, a partner, officer, employee; or

 

•

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)
Carolyn H. Byrd		●		●		None		●		None
David J. Cooper, Sr.		●		●		●		●		None
Don DeFosset		None		None		●		None		None
Samuel A. Di Piazza, Jr.		None		None		None		●		None
Eric C. Fast		None		None		None		None		None
John D. Johns		●		●		●		●		None
Ruth Ann Marshall		●		None		None		None		None
Susan W. Matlock		●		●		None		●		None
John E. Maupin, Jr.		●		●		●		●		None
Charles D. McCrary		●		●		●		●		None
James T. Prokopanko		None		None		None		●		None
Lee J. Styslinger III		●		●		●		●		None
José S. Suquet		None		None		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 million or 2% of such organization’s consolidated gross revenues.

 

(4)

Nonmaterial relationships include service as only a director by Director Byrd at Freddie Mac, Director Di Piazza at AT&T, Director Matlock at BCBS, and Director Styslinger at Workday; arm’s-length business relationships with Protective and PALIG; 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 CEO 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 boards at Alabama Power Company or Vulcan Materials Company.

 

(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 at Board and Committee Meetings

 

 

 

Director Attendance at the Annual Meeting

 

 

 

Meetings of Independent Directors

 

 

 

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

 

 

 

Board’s Role in the Risk Management Process

 

 

 

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In July 2016, each of the Committees’ charters were enhanced to include additional responsibilities or duties to better oversee and monitor the various risks applicable to Regions. The following graphic depicts some of the risks overseen by the four standing Committees of the Board:

 

 

 

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Cybersecurity

 

At a time when protecting financial institutions from cyber threats is a top priority, we continue to fortify our Information Security Program to increase our operational resilience. Below are some highlights of the measures we employ to identify and mitigate threats to confidentiality, availability, and integrity of our information systems.

 

 

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Relationship of Compensation Policies and Practices to Risk Management

 

 

 

Compensation Consultant Disclosure

 

 

 

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Compensation Committee Interlocks and Insider Participation

 

 

 

Committees of the Board of Directors

 

 

 

Board and Committee Meetings in 2016

 

 

 

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Set forth below is the typical two-day onsite Board and committee meeting schedule.

 

Committee Composition

 

 

 

		Audit Committee		Compensation Committee		NCG Committee		Risk Committee
Carolyn H. Byrd		Chair
David J. Cooper, Sr.				Member		Member
Don DeFosset				Chair				Member
Samuel A. Di Piazza, Jr.		Member		Member
Eric C. Fast		Member						Member
John D. Johns †								Chair
Ruth Ann Marshall				Member		Member
Susan W. Matlock				Member				Member
John E. Maupin, Jr.		Member				Member
Charles D. McCrary *						Chair
James T. Prokopanko						Member		Member
Lee J. Styslinger III		Member						Member
José S. Suquet †				Member				Member

Audit Committee Financial Expert

 

†	Risk Committee Risk Management Expert

 

*	Lead Independent Director

 

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CORPORATE GOVERNANCE

 

 

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CORPORATE GOVERNANCE

 

 

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CORPORATE GOVERNANCE

 

 

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CORPORATE GOVERNANCE

 

 

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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 (“EY”) as our independent registered public accounting firm for the year 2017.

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 EY as Regions’ independent registered public accounting firm (that is, the independent auditor) for the 2017 fiscal year.

Although we are not required to seek stockholder ratification of EY’s appointment, the Board believes it is sound corporate governance to do so, and the Board recommends that the stockholders ratify the appointment of EY. 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 2018.

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 EY?

 

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

How much was EY paid for 2016 and 2015?

 

The aggregate fees paid to EY by Regions for 2016 and 2015 are set forth in the following table:

 

		2016				2015
Audit fees (1)		$	6,148,610			$	6,303,384
Audit related fees (2)			397,708				318,769
Tax fees (3)			78,811				71,958
All other fees (4)			235,506				133,196
Total fees		$	6,860,635			$	6,827,307

(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 and other matters, 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 organization 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.

 

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

 

The Audit Committee is responsible for the audit fee negotiations associated with the Company’s retention of EY. In accordance with the Audit Committee Charter, the Audit Committee must pre-approve any engagement of EY for audit services 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. In 2016, all of the non-audit services provided by EY were approved or ratified by the Audit Committee.

Will a representative of EY be present at the meeting?

 

EY served as Regions’ independent auditors for the year ended December 31, 2016, 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 EY been Regions’ independent auditor?

 

EY (or its predecessors) has served as Regions’ independent auditors continuously since 1971.

EY has advised the Audit Committee that it is an independent accounting firm with respect to the Company in accordance with the requirements of the SEC and the Public Company Accounting Oversight Board.

A new lead audit partner is designated at least every five years to provide a fresh perspective that is in compliance with regulatory requirements. Consistent with this practice, a new lead audit partner was designated for 2013. The next lead audit partner rotation is scheduled for 2018. The Audit Committee and its Chair directly participate in that selection.

In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a rotation of the independent registered public accounting 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 EY.

The Audit Committee and the Board believe that the continued retention of EY 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		Samuel A. Di Piazza, Jr.		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 2017 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 “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 2017 Proxy Statement.”

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 2016 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) in 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 2017 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 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 the NEOs.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

COMPENSATION DISCUSSION AND ANALYSIS

How Pay is Tied to Company Performance

 

 

 

Pay decisions in 2016 reflect our improved results, with our annual incentive plan payments representing the biggest increase over the previous year. The following table and graph summarizes the key components of pay, the key decisions related to those components, as well as the impact of Company performance on the compensation of our NEOs:

 

Compensation Component		Key Decisions Made and the Impact of Performance on These Decisions
2016 Base Salaries		After holding base salaries flat in 2015, the Compensation Committee of the Board (the “Committee”) approved modest base salary increases in early 2016 for each of our NEOs other than the CEO. Our CEO’s salary remained flat while base salary increases for other NEOs ranged from 2.5 to 2.7 percent. Modest salary changes recognized slight increases in labor markets; recognized solid levels of performance by each executive and kept NEO compensation levels in line with those of peers.
Annual Cash Incentive Compensation Awards		At the beginning of 2016, the Committee increased short-term incentive target compensation for our CEO, CRO and General Counsel. Changes to target incentives were made primarily in recognition of market competitiveness of compensation. As previously noted, diligent execution of our strategic plan also yielded above-target corporate results for the year at 109 percent of our target expectations. The result was higher annual cash bonus payments for each of our NEOs.
Long-Term Incentives		The long-term incentive grants made in 2016 were similar in value and structure to those granted in 2015. We continue to measure long-term performance on two measures we consider most important to sustained stockholder value (EPS growth and Return on Average Tangible Common Equity). While the Committee considers the grants made in 2016 to be current-year compensation, it is important to also recognize and evaluate the impact of performance on prior-year awards in ensuring executive compensation is in line with performance. To that end, it was noted by the Committee that long-term compensation awarded in 2014 for the performance period ending December 31, 2016, paid out at 87.5 percent of target based on our performance over the three-year period. While the payout of this long-term incentive grant fell below target by 12.5 percent, performance and payouts were improved over similar long-term incentive payouts for the previous three-year performance period. These payout levels evidence the steady improvement in our corporate performance related to EPS growth and Return on Average Tangible Common Equity over the long-term.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Summary of our Pay-for-Performance Decisions for 2016

 

Below is a graphic presentation of our 2016 pay elements highlighting the performance-based nature of our pay programs. As noted below, compensation for our NEOs is highly correlated to performance and heavily weighted towards compensation components directly connected to the interests of our stockholders. Detailed discussions of each of these elements can be found in the Section entitled “2016 Compensation Decisions — What We Paid and Why” beginning on page 75.

 

 

 

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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 chart details some of these decisions:

What We Do

 

✓		Pay for Performance (pages 75-80)		The majority of executive pay is not guaranteed. For example, more than 87 percent of our CEO’s compensation is performance-based, and over 70 percent of that performance-based pay is subject to deferral and the requirement for sustained performance over a multi-year period.
✓		Evaluate Performance Using a Combination of Balanced Performance Metrics (pages 75-80)		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.
✓		Require Strong Stock Ownership and Retention of Equity (pages 86-87)		Each of our NEOs meets robust stock ownership guidelines we have established in order to assure that executives’ interests are tied to those of our stockholders.
✓		Provide for a Strong Clawback Policy (page 85)		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 reduce any current or future compensation. In addition, the Committee has further authority to recapture compensation that has already been paid if determined to be in the best interests of the Company and our stockholders.
✓		Require Double Trigger Change-in-Control Provisions (pages 87-88)		Our change-in-control agreements and long-term incentive awards require both a change-in-control and termination of employment to trigger vesting and/or payment. No awards or benefits “single-trigger” vest only upon a change-in-control.
✓		Use an Independent Compensation Consultant (page 83)		Our compensation consultant has been determined to be independent under SEC and NYSE rules.
✓		Listen to and Engage with Our Stockholders (page 85)		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 2016, stockholders voiced substantial support for our executive compensation plans and programs, with more than 94 percent of votes cast approving such plans and programs. In addition, as a part of our corporate governance and stockholder engagement program, we solicit feedback regarding our compensation programs from our largest investors and consider any stockholder feedback we receive. Stockholders are also invited to express their views to the Committee as described on page 56 of this proxy statement.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

What We Don’t Do
X		No Incentive Plans that Encourage Excessive Risk Taking		Protecting against unreasonable 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 (“Perks”)		We do not provide tax gross-ups to our NEOs for any taxable perks 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 “out-of-the-money” stock options.
X		No Hedging, Pledging or Short Sales		We do not permit our associates or Directors to hedge or short-sell Regions securities. Additionally, our 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 Timeline

 

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

2016 Compensation Decisions — What We Paid and Why

 

 

 

The resulting 2016 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			175% of Base Pay – $	1,750,000			$	5,000,000			$	7,500,000
David J. Turner, Jr.		$	648,000			110% of Base Pay – $	712,800			$	1,200,000			$	2,560,800
John B. Owen		$	664,000			110% of Base Pay – $	730,400			$	1,200,000			$	2,594,400
C. Matthew Lusco		$	570,000			110% of Base Pay – $	627,000			$	1,200,000			$	2,397,000
Fournier J. Gale, III		$	574,000			110% of Base Pay – $	631,400			$	900,000			$	2,105,400

 

*	Annualized incentive target is the product of the target incentive percentage times base pay approved by the Committee for 2017 and does not take into account that the base pay changes are not effective until April 1, 2017.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

Assessment of Corporate Performance. In early 2017, corporate performance under the criteria set at the beginning of 2016 was reviewed and considered. Considering performance strictly on a GAAP basis, corporate performance was calculated at 113 percent of target. However, in keeping with past practices and considerations, the Committee exercised its discretion and excluded certain positive and negative “Adjusted” items, as reported to our stockholders in earnings releases and related annual reports and filings. The Committee believes these adjusted results most accurately reflect the performance of the Company as it relates to stockholder value. The exclusion of these items negatively impacted Return on Average Tangible Common Equity and Net Income Available to Common Stockholders and resulted in an adjusted performance score of 109 percent of target (4 percentage points below GAAP results) 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				2016 Goal Achievements																										2016 Achievements
		Performance Metric						Threshold				Target				Maximum				Attainment				% of Goal										Peer Rank						% of Goal
50%		Profitability Metrics (1)
		Adjusted Return on Average Tangible Common Equity (2)			40%				7.74%				9.39%				10.39%				9.46%				101.1%										9/14
		Adjusted Net Income Available to Common Shareholders ($ millions) (2)			30%				$    859				$  1,046				$  1,157				$ 1,073				110.6%						104.2%										87.5%
		Adjusted Efficiency Ratio (3)			30%				65.8%				63.5%				62.0%				63.3%				102.2%										9/14
25%		Credit Metrics
		Criticized and Classified Loans/Loans (4)			50%				6.26%				5.00%				4.25%				5.27%				91.8%						75.1%				11/14						50.0%
		NPAs/Loans + OREO + NPLs Held For Sale (5)			50%				1.52%				1.16%				0.93%				1.37%				58.5%										13/14
25%		Customer Service Metrics (Percentile achievement)							25th				75th				93rd				87th				167.9%						167.9%

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

 

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

 

(3)	Non-GAAP measures — see reconciliation in Regions’ Annual Report on Form 10-K for the year ended December 31, 2016 on page 45.

 

(4)	See reconciliation in Appendix A.

 

(5)	See reconciliation in Regions’ Annual Report on Form 10-K for the year ended December 31, 2016 on page 69.

 

						Metric		Overall Metric     Weighting		Results     (Percent of Goal)		Weighting     (Internal Goals     vs. Against Peers)		Performance     Results
						Profitability – Internal Targets		50%		104.2%		75%		39.1%
						Profitability Performance – Peers		50%		87.5%		25%		10.9%
						Credit – Internal Targets		25%		75.1%		75%		14.1%
						Credit Performance – Peers		25%		50.0%		25%		3.1%
						Customer Service – Internal Targets		25%		167.9%		N/A		42.0%
						Sum of Results								109%
		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

 

 

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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.			135%			•  Embedded in our financial performance was the impact of Mr. Turner’s leadership of expense initiatives that led to over $300 million in identified cost saves. His leadership helped us achieve our targeted expense increase of less than 2 percent for the year.   •  With respect to risk management, Mr. Turner made clear progress in the management of capital and liquidity positions. He further led efforts to re-engineer a new management reporting process significantly improving information available to management and the Board in evaluating and managing performance.   •  Mr. Turner led an effective rating agency outreach program contributing to several positive rating actions at Fitch, Moody’s and DBRS, as well as an expanded stockholder engagement program, executing outreach efforts to the Company’s largest institutional stockholders.   •  Mr. Turner implemented and led significant employee engagement action plans within the Finance division resulting in associate engagement scores that were higher than the Company average.
John B. Owen			140%			•  In 2016, Mr. Owen’s areas of responsibility demonstrated prudent growth and improved operating leverage growing Regional Banking Group revenue by 3 percent, pre-tax income by 8 percent and assets under administration by 7.2 percent.   •  Mr. Owen led teams in the successful launch of several new initiatives including a new version of Online and Mobile Banking to 2.8 million digital users and a digital loan offering for unsecured loans through a strategic business partner. Initiatives were successful and on target in their deployment.   •  In response to public attention to industry sales practices, Mr. Owen demonstrated proactive and prompt leadership immediately launching a third-party review of Regions’ retail sales practices with no systemic issues noted.   •  Build the Best Team efforts were impressive with solid improvement in associate engagement, talent management processes and diversity hiring initiatives.
C. Matthew Lusco			135%			•  Risk Management division operating results were $3.1 million better than plan, with strong efforts in managing salaries and benefits, outside services, travel and other expenses to achieve results while maintaining focus on effective risk management principles.   •  Effective credit servicing and discipline around concentration limits mitigated the impact of the sharp decline in energy prices, enabling the Company to deliver credit performance within guidance previously provided to investors.   •  Mr. Lusco led multiple Build the Best Team efforts including:   -   realignment of credit teams to provide improved support to the reorganized commercial business group; and   -   redeployment of talent supporting new initiatives in third party risk management and innovation and IT risk management.   •  Through partnership with Finance and business group leaders, developed a look back process for new initiatives, enabling the elimination of certain underperforming initiatives and strengthening our ability to provide effective challenge of current initiatives.
Fournier J. Gale, III			130%			•  Mr. Gale continued to lead significant expense management efforts during 2016. Under his leadership, overall consolidated legal fees were down 12 percent year over year.   •  Contributed to reducing the Company’s risk profile by decreasing the number of open legal matters, including a 31 percent reduction in our highest risk cases and an overall drop in active cases of 21 percent.   •  A major area of focus for Mr. Gale in 2016 was advising the Board on corporate governance best practices, including Board refreshment and stockholder engagement. Three new and very qualified Directors were added to Regions’ Board in 2016 and early 2017 thereby strengthening the Board’s effectiveness and oversight.   •  Mr. Gale increased focus on stockholder engagement initiatives in 2016. Through partnerships with Investor Relations and Executive Compensation, the Corporate Governance and External Affairs divisions led by Mr. Gale expanded a successful stockholder outreach program focused on the corporate governance divisions at our largest institutional stockholders reaching out to holders of more than 65 percent of the outstanding shares owned by institutional stockholders. In addition, these teams worked together to successfully draft, prepare and distribute a nationally recognized proxy statement furthering our goal to provide robust and transparent disclosure and communications to our many stakeholders.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

2016 Annual Incentives Earned. 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 2017:

 

Name		2016 Target Incentive*				Total Incentive Received
O. B. Grayson Hall, Jr.		$	1,750,000			$	2,070,250
David J. Turner, Jr.		$	708,468			$	827,490
John B. Owen		$	725,797			$	858,618
C. Matthew Lusco		$	622,939			$	727,592
Fournier J. Gale, III		$	627,609			$	723,634

*	The actual target incentive for 2016 is based on a target percentage multiplied by actual salary paid for the year and considers that annual increases in base pay did not become effective until April 1 of the year.

 

 

The following table presents the total economic value of the grant (at target) and the division of the grant between each long-term component:

 

Name		Total Target LTIP Economic Value				Value of Time- Vested RSUs				Value of PSUs				Value of Performance- Based Cash Units						Differences in How the Committee Views Compensation and SEC Reporting Requirements   In order to understand the decisions made by the Committee for 2016 and the value of the compensation granted to our NEOs, it is important to understand the difference between what the Committee considers as current-year compensation and what SEC rules require us to report. The values of 2016 long-term awards as considered by the Committee and shown in the table here differ from the values listed in the Summary Compensation Table on pages 90 through 92 and the Grants of Plan-Based Awards table on page 93 in two important ways.   SEC reporting rules. Equity denominated awards are required to be reported by the SEC in the year of grant in the Grants of Plan-Based Awards Table and in the Summary Compensation Table under the “Stock Awards” column, which is the same way the Committee considers these awards.   While a Performance-Based Cash Unit award is reported in the Grants of Plan-Based Awards table in the year of grant, under SEC rules, it is not reported in the Summary Compensation Table until the end of the applicable performance period. At that time, the value of the cash earned is reported in the column headed “Non-Equity Incentive Plan Compensation.”   Due to this difference, the Summary Compensation Table does   not   include   the value   of    the Performance-Based Cash
O. B. Grayson Hall, Jr.		$	5,000,000			$	1,666,666			$	1,666,666			$1,666,667
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
Plan Design. The plan construction is designed to drive long-term performance, enhance retention, create aligned interest with stockholders and address longer-term risk concerns. Grants to NEOs in 2016 included three components which were split equally:   1.   Restricted Stock Unit Awards (“RSUs”) subject to vesting hurdles based on adherence to important safety and soundness measures,   2.   Performance-based Stock Unit Awards (“PSUs”), and   3.   Performance-based Cash Unit Awards   RSUs. RSUs represent one-third of the award and include a three-year time-based vesting requirement, which means that the awards will generally not vest unless the NEO remains employed until April 2019, the third anniversary of the grant. In addition, up to 40 percent of the award may be forfeited if Regions does not continually meet standards for liquidity and capital deployment designed to protect the safety and soundness of the Company.   PSUs and Performance-Based Cash. The remaining two-thirds of the award is represented by performance-based awards, which include a three-year service-based vesting requirement and is also subject to specific performance criteria to determine the ultimate value. The performance-based awards are split equally between PSUs and performance-based cash units. An individual NEO’s PSUs and performance-based cash units can be earned between 0 percent and 150 percent of target depending on the level of achievement.   •    Performance measures. Vesting of both PSUs and performance-based cash is based on two measures: cumulative compounded growth in Diluted Earnings

 

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Per Share from Continuing Operations (“Diluted EPS Growth”) and Return on Average Tangible Common Equity (“ROATCE”). Each measure carries a 50 percent weight in determining the final value of the performance award.   •   These operating measures were chosen for a number of reasons: (i) they are critical to the long-term success of the Company, (ii) they are transparent to stockholders and the NEOs, and (iii) when used together, they create healthy tension between profitability and the quality of earnings, which is important to stockholder value and in protecting the safety and soundness of the Company.   •   Weighting of Metrics. Each metric is weighted equally and is measured based upon both absolute performance against Company goals over the next three years, as well as an evaluation of our performance relative to our peers. We do this through the use of the matrix where the “X” axis represents our performance against the absolute goals we set for ourselves over the next three years, and the “Y” axis represents our performance against banks selected as our performance peer group on these same measures.   •   2016 Plan Design Change. While this basic plan design has been in place for a few years, the Committee approved a refinement to the operation of the performance matrix in 2016. When calculating performance scores, the Committee determined that results should be interpolated along a sliding scale between the stated points in the matrix. This change was made to eliminate potential sharp changes in incentive income as performance changes, so that executives are not incented to take undue risks to achieve the next higher payout level.   •   Balancing Absolute and Relative Performance.   ¡    Absolute Performance: Absolute Diluted EPS Growth and ROATCE goals provide NEOs with a goal to strive for, but given ongoing marketplace volatility and a changing regulatory environment, establishing absolute goals and targets for a multi-year time period is challenging. We establish the goals for this portion of the matrix measurement by considering financial and operational expectations set through our strategic planning process over the performance period of January 1, 2016, to December 31, 2018. In the opinion of the Committee, these goals and expectations represent challenging, yet achievable, levels of performance that both create stockholder value and protect the safety and soundness of the Company.   ¡     Relative Performance. In addition to absolute performance, we also chose to consider our Diluted EPS Growth and ROATCE performance relative to other banking competitors. Relative measurement mitigates the problems inherent with setting long-term goals in a volatile and uncertain environment, but if used as the single measurement, could allow for the outcome of being the “best of the worst.” By establishing absolute goals within a range of outcomes, coupled with performance against banks in our performance peer group, a matrix mitigates some of the challenges associated with setting precise goals that could incent imprudent risk taking on behalf of executive officers and avoids the “best of the worst” outcome that is possible with the exclusive use of relative measurement.

Unit awards granted by the Committee in 2016 but does include  the  final  value  of  the  cash  paid  in connection with awards from 2014. When considering current year compensation, our Committee views long-term Performance-Based Cash Unit Awards as compensation in the year that they are granted just as both the Committee and the SEC consider grants of long-term awards that are equity based.   The second difference in how the Committee views compensation and how it is required to be reported by the SEC relates to the two-thirds of our long-term incentive compensation grants that are made in the form of equity. As noted above, SEC rules require that companies report the value of equity-denominated awards in the equity compensation column of the Summary Compensation Table in the year they are granted. This is the same way the Committee considered these awards. However, there is a difference in the values noted in the previous table and the values noted in the Summary Compensation Table due to the way we determine the number of shares each NEO will receive after the Committee has established the economic value of an award.   To determine the number of PSUs and RSUs, we divide the award value granted by the 30-day average closing price of Regions common stock. We use this method of averaging the stock price over a period of time because it minimizes any impact of day-to-day stock price changes on the number of shares granted. This 30-day average for 2016 was $8.11. SEC rules require us to report the grant date fair value of shares, which is the closing price of Regions common stock on the date of the grant. The value of shares granted on April 1, 2016, was $7.89 per share. Because the closing price of shares on the date of the grant was lower than the 30-day average share price used to calculate the number of shares granted, the SEC required tables reflect a smaller value than considered by the Committee.   For further information, page 16 of this proxy statement includes an alternative compensation table that details the way the Committee views the compensation decisions made for 2016.

 

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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 2016:

 

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				85%				100%				125%				150%
			Middle 3rd of Peer Group				50%				75%				100%				125%												Middle 3rd of Peer Group				65%				85%				100%				125%
			Bottom 3rd of Peer Group				0 - 25%*				50%				75%				100%												Bottom 3rd of Peer Group				0 - 40%*				65%				85%				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.

 

 

Other Benefits and Perks

 

 

 

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Compensation Framework, Policies, Processes and Risk Considerations

 

 

 

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Other Policies and Practices Impacting Compensation Decisions

 

 

 

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The Committee believes that peer group construction revolves around finding a balance between including relative companies that match in size and focus and enough companies to make comparisons meaningful. The companies listed below are those that the Committee believes are appropriate due to industry, asset size, and market capitalization. These companies have executive positions that are most similar in breadth and scope to Regions and represent the financial institutions that compete with Regions for our top executive talent. Our compensation peer group consists of the following financial institutions:

 

Compensation Peer Group
Company		12-31-2016 Assets ($ in millions)				12-31-2016 Market Cap ($ in millions)
U.S. Bancorp			445,964				87,175
The PNC Financial Services Group, Inc.			366,380				56,726
Capital One Financial Corporation			357,033				41,984
BB&T Corporation			219,276				38,062
SunTrust Banks, Inc.			204,875				26,942
Fifth Third Bancorp			142,177				20,240
KeyCorp			136,453				19,719
Regions Financial Corporation			125,968				17,447
M&T Bank Corporation			123,449				24,436
Huntington Bancshares Incorporated			99,729				14,353
Comerica Incorporated			72,978				11,941
Zions Bancorporation (New in 2016)			63,239				8,741

 

 

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In reviewing the peer group to be used for performance purposes in 2016, just like with the compensation peer group, the Committee noted that Hudson City Bancorp, Inc. was acquired during the previous year and determined that it was appropriate to consider additional peers against which to benchmark our performance, and as a result, added both Hancock Holding Company and Synovus Financial Corporation to the list of performance peers. The peer group for measuring our performance under our annual and long-term incentive plans consists of the following financial institutions:

 

Performance Peer Group
Company		12-31-2016 Assets ($ in millions)				12-31-2016 Market Cap ($ in millions)
U.S. Bancorp			445,964				87,175
The PNC Financial Services Group, Inc.			366,380				56,726
BB&T Corporation			219,276				38,062
SunTrust Banks, Inc.			204,875				26,942
Fifth Third Bancorp			142,177				20,240
KeyCorp			136,453				19,719
Regions Financial Corporation			125,968				17,447
M&T Bank Corporation			123,449				24,436
Huntington Bancshares Incorporated			99,729				14,353
Comerica Incorporated			72,978				11,941
Zions Bancorporation			63,239				8,741
Synovus Financial Corp. (New in 2016)			30,104				5,023
First Horizon National Corporation			28,555				4,675
Hancock Holding Company (New in 2016)			23,975				3,631

 

 

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The equity stake of our NEOs and Directors is reflected in the beneficial ownership information contained in this proxy statement on pages 24 and 25. 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				305%
David J. Turner, Jr.			3 X Base Pay			$	1,896,000				Yes				208%
John B. Owen			3 X Base Pay			$	1,941,000				Yes				225%
C. Matthew Lusco			3 X Base Pay			$	1,680,000				Yes				126%
Fournier J. Gale, III			3 X Base Pay			$	1,665,000				Yes				176%

 

 

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

 

 

 

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COMPENSATION COMMITTEE REPORT

 

COMPENSATION COMMITTEE REPORT

Compensation Discussion and Analysis

 

 

 

Submitted by the Compensation Committee:

 

		Don DeFosset, Chair		David J. Cooper, Sr.		Samuel A. Di Piazza, Jr.
		Ruth Ann Marshall		Susan W. Matlock		José S. Suquet

 

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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, 2016, our Named Executive Officers (“NEOs”).

Summary Compensation Table

 

 

 

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Name & Principal Position		Year				Salary ($)				Bonus ($)				Stock Awards ($) (1)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($) (2)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3)				All Other Compensation ($) (4)				Total ($)
O. B. Grayson Hall, Jr.			2016				1,000,000				—				3,242,916				—				3,528,584				6,102,983				188,941				14,063,424
Chief Executive Officer			2015				1,007,692				—				3,284,720				—				2,506,546				3,764,852				220,857				10,784,667
			2014				993,750				—				3,443,535				—				3,708,902				6,056,343				218,717				14,421,247
David J. Turner, Jr.			2016				644,062				—				778,301				—				1,177,490				513,593				86,787				3,200,233
Chief Financial Officer			2015				636,862				—				788,340				—				883,295				314,975				98,948				2,722,420
			2014				627,250				—				826,448				—				1,249,044				1,079,650				106,704				3,889,096
John B. Owen			2016				659,816				—				778,301				—				1,208,618				1,158,093				83,148				3,887,976
Head of Regional Banking Group			2015				651,977				—				788,340				—				905,498				1,096,867				100,552				3,543,234
			2014				641,500				—				826,448				—				1,281,121				1,847,754				95,254				4,692,077
C. Matthew Lusco			2016				566,308				—				778,301				—				990,092				383,462				77,508				2,795,671
Chief Risk Officer			2015				559,269				—				788,340				—				687,487				304,689				83,165				2,422,950
			2014				550,000				—				619,830				—				985,050				1,102,519				98,570				3,355,969
Fournier J. Gale, III			2016				570,554				—				583,718				—				986,134				N/A				94,632				2,235,038
General Counsel & Corporate			2015				564,308				—				591,250				—				691,991				N/A				106,889				1,954,438
Secretary			2014				555,000				—				619,830				—				990,880				N/A				117,695				2,283,405

(1)	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.

 

		2016 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.			1,621,458				205,508				1,621,458				205,508				3,242,916
David J. Turner, Jr.			389,151				49,322				389,151				49,322				778,301
John B. Owen			389,151				49,322				389,151				49,322				778,301
C. Matthew Lusco			389,151				49,322				389,151				49,322				778,301
Fournier J. Gale, III			291,859				36,991				291,859				36,991				583,718

(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 78-80) is $2,432,187 for Mr. Hall, $583,727 each for Messrs Turner, Owen, and Lusco and $437,789 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 2019.

 

(2)

This amount represents annual cash incentives for 2016 performance plus the value of the 2014 Performance Cash Units based on certification of performance goals as of December 31, 2016, and will be vested based on service effective April 1, 2017. The following table sets forth the details of these awards:

 

		Non-equity Incentive Plan Compensation
Name		2016 Annual Cash Incentive ($)				Value of 2014 Performance Cash Units at 12/31/16 ($) (a)				Total ($)
O. B. Grayson Hall, Jr.			2,070,250				1,458,334				3,528,584
David J. Turner, Jr.			827,490				350,000				1,177,490
John B. Owen			858,618				350,000				1,208,618
C. Matthew Lusco			727,592				262,500				990,092
Fournier J. Gale, III			723,634				262,500				986,134

(a)

This column reflects 87.5% of target earned at December 31, 2016. Grants to Mr. Turner, Mr. Owen and Mr. Lusco were subject to service vesting requirements until April 1, 2017 (the third anniversary of the date of grant).

 

(3)

This amount includes benefits for Mr. Hall, Mr. Owen and Mr. Lusco described on pages 80-82 and 95-97, which are subject to significant vesting requirements that have not yet been met. Therefore, while accrued, a portion of the change in benefit for Mr. Hall and all of the change in benefit for Mr. Owen and Mr. Lusco would not be payable at the present time if they left the Company. Mr. Turner is fully vested in his benefit.

 

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(4)	All other compensation consists of the following:

 

Name		Life Insurance, Perquisites and Other Personal Benefits (a) ($)				Matching Contributions Under Qualified Savings Plans ($)				Matching Contributions Under Nonqualified Savings Plans ($)				Non-Elective Contributions under the Qualified and Nonqualified 401(k) plans ($)				Total All Other Compensation ($)
O. B. Grayson Hall, Jr.			93,679				10,600				84,662				—				188,941
David J. Turner, Jr.			35,693				10,600				40,494				—				86,787
John B. Owen			25,236				10,600				42,013				5,300				83,148
C. Matthew Lusco			29,556				10,600				32,052				5,300				77,508
Fournier J. Gale, III			30,129				10,600				32,402				21,501				94,632

(a)

The 2016 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, and matching charitable gift contributions. The total value for personal use of the corporate aircraft by Mr. Hall in 2016 was $54,750.

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 2016:

 

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)			—				1,750,000				3,500,000
			04/01/16	(2)			—				1,666,667				2,500,001								—				205,508				308,262				205,508				—				—				3,242,916
David J. Turner, Jr.				(1)			—				708,468				1,416,936
			04/01/16	(2)			—				400,000				600,000								—				49,322				73,983				49,322				—				—				778,301
John B. Owen				(1)			—				725,797				1,451,596
			04/01/16	(2)			—				400,000				600,000								—				49,322				73,983				49,322				—				—				778,301
C. Matthew Lusco				(1)			—				622,939				1,245,878
			04/01/16	(2)			—				400,000				600,000								—				49,322				73,983				49,322				—				—				778,301
Fournier J. Gale, III				(1)			—				627,609				1,255,218
			04/01/16	(2)			—				300,000				450,000								—				36,991				55,487				36,991				—				—				583,718

(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 2016 performance. Actual amounts earned, as determined by the Committee in the first quarter of 2017, are reflected in the 2016 Summary Compensation Table under the Non-Equity Incentive Plan Compensation column.

 

(2)

The Performance-Based Cash Unit 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 8% 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, 2016, through December 31, 2018, and will fully vest date on April 1, 2019.

 

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, 2019, 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, 2016, to December 31, 2016; January 1, 2017, to December 31, 2017; and January 1, 2018, to December 31, 2018. 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, 2019, except in the case of death, disability or retirement.

 

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Outstanding Equity Awards at December 31, 2016

 

 

 

The following table sets forth outstanding equity-based awards held by each of the NEOs as of December 31, 2016:

 

						Option Awards (1)																								Stock Awards (2)
Name		Grant Date				Number of Securities Underlying Unexercised Options Exercisable (#)				Number of Securities Underlying Unexercised Options Unexercisable (#)				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)				Option Exercise Price ($)				Option Expiration Date								Number of Shares or Units of Stock That Have Not Vested (a) (#)				Market Value of Shares or Units of Stock That Have Not Vested (a) ($)				Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights That Have Not Vested (b) (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (b) ($)
O. B. Grayson Hall, Jr.			04/24/07				85,715				—				—				35.07				04/23/17								—				—				—				—
			02/28/08				282,019				—				—				21.94				02/27/18								—				—				—				—
			04/01/14				—				—				—				—				—								153,046				2,197,741				133,915				1,923,023
			04/01/15				—				—				—				—				—								173,611				2,493,054				173,611				2,493,054
			04/01/16				—				—				—				—				—								205,508				2,951,095				205,508				2,951,095
David J. Turner, Jr.			04/24/07				20,000				—				—				35.07				04/23/17								—				—				—				—
			02/28/08				59,822				—				—				21.94				02/27/18								—				—				—				—
			04/01/14				—				—				—				—				—								36,731				527,457				32,140				461,525
			04/01/15				—				—				—				—				—								41,667				598,338				41,667				598,338
			04/01/16				—				—				—				—				—								49,322				708,264				49,322				708,264
John B. Owen			02/28/08				128,191				—				—				21.94				02/27/18								—				—				—				—
			04/01/14				—				—				—				—				—								36,731				527,457				32,140				461,525
			04/01/15				—				—				—				—				—								41,667				598,338				41,667				598,338
			04/01/16				—				—				—				—				—								49,322				708,264				49,322				708,264
C. Matthew Lusco			04/01/14				—				—				—				—				—								27,548				395,589				24,105				346,141
			04/01/15				—				—				—				—				—								41,667				598,338				41,667				598,338
			04/01/16				—				—				—				—				—								49,322				708,264				49,322				708,264
Fournier J. Gale, III			03/01/11				114,065				—				—				7.43				02/28/21								—				—				—				—
			04/01/14				—				—				—				—				—								27,548				395,589				24,105				346,141
			04/01/15				—				—				—				—				—								31,250				448,750				31,250				448,750
			04/01/16				—				—				—				—				—								36,991				531,191				36,991				531,191

(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, 2016, are all fully vested.

 

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

 

Grant Date		Vesting Schedule		Restrictions
April 1, 2014		Third anniversary of grant date		(a)   Time vested RSUs, vesting of which is also subject to meeting capital and liquidity thresholds.
April 1, 2015   April 1, 2016		Third anniversary of grant date   Third anniversary of grant date		(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 as follows:   •     For grants made on April 1, 2014, the performance period is January 1, 2014, through December 31, 2016 •     For grants made on April 1, 2015, the performance period is January 1, 2015, through December 31, 2017 •     For grants made on April 1, 2016, the performance period is January 1, 2016, through December 31, 2018.

 

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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 2016:

 

		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.			—				—				319,732				2,522,685
David J. Turner, Jr.			—				—				71,052				560,600
John B. Owen			—				—				71,052				560,600
C. Matthew Lusco			—				—				53,289				420,450
Fournier J. Gale, III			—				—				53,289				420,450

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

1,590,053

—

Regions Financial Corporation Post 2006 SERP

35

34,341,449

—

David J. Turner, Jr.

Regions Financial Corporation Retirement Plan

11

426,912

—

Regions Financial Corporation Post 2006 SERP

11

2,803,538

—

John B. Owen

NA

NA

NA

NA

Regions Financial Corporation Post 2006 SERP

9

7,081,193

—

C. Matthew Lusco

NA

NA

NA

NA

Regions Financial Corporation Post 2006 SERP

6

1,790,670

—

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, 2016, and was determined using a 4.59% discount rate and the RP-2014 employee and retiree mortality tables for males and females, backed off to 2006, no collar, with generational projection based on scale MSS-2016. The present value of the accumulated SERP benefits is calculated as of December 31, 2016, and was determined using a 3.97% discount rate, (4% to calculate expected lump sum distributions, except for Mr. Hall where the lump sum was calculated using 2.95%) and the 2017 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 2016 under the nonqualified deferred compensation plans maintained by Regions:

 

				Non-Qualified Deferred Compensation
Name				Executive Contributions in 2016 ($) (1)				Company Contributions in 2016 ($) (2)				Aggregate Earnings in 2016 ($) (3)				Aggregate Withdrawals/ Distributions ($)				Aggregate Balance at December 31, 2016 ($) (4)
O. B. Grayson Hall, Jr.		Supplemental 401(k)			87,570				83,123				625,866				—				3,365,987
David J. Turner, Jr.		Supplemental 401(k)			58,874				39,497				221,767				—				1,078,683
John B. Owen		Supplemental 401(k)			178,536				40,991				171,045				—				1,365,240
C. Matthew Lusco		Supplemental 401(k)			17,775				31,175				62,379				—				397,519
Fournier J. Gale, III		Supplemental 401(k)			38,673				47,720				76,744				—				461,076

(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, 2016 balances do not include true-up Company contributions that were made in early 2017 based on 2016 deferral elections. These contributions are included, however, in the column “Company Contributions in 2016.” The aggregate balance at December 31, 2016, 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, 2016 termination of employment:

 

Name		Voluntary ($)				Involuntary Without Cause ($)				Early Retirement ($)				For Cause ($)		Involuntary for Good Reason Following a CIC ($) (8)				Death ($) (9)				Disability ($)
O. B. Grayson Hall, Jr. (1)
Compensation:
Cash Severance			—				—				—			—			8,250,000				—				—
Long Term Incentive
Restricted Stock/Units (2)			4,585,134				4,585,134				4,585,134			—			7,641,889				7,641,889				4,585,134
Performance Stock Units (2)			—				—				—			—			7,641,889				7,641,889				—
Performance Cash Units			—				—				—			—			5,000,001				5,000,001				—
Perquisites:
Financial Planning (3)			30,750				30,750				30,750			—			30,750				30,750				30,750
Outplacement (4)			—				—				—			—			60,000				—				—
280G Tax Gross-up (5)			—				—				—			—			11,366,885				—				—
Benefits:
Value of continued welfare benefits (6)			—				—				—			—			22,819				—				—
Value of additional retirement benefits (7)			—				—				—			—			4,110,029				—				—
Total:			4,615,884				4,615,884				4,615,884			—			44,124,262				20,314,529				4,615,884
David J. Turner, Jr.
Compensation:
Cash Severance			—				—				—			—			2,820,687				—				—
Long Term Incentive
Restricted Stock/Units (2)			—				605,759				—			—			1,834,059				1,834,059				1,100,436
Performance Stock Units (2)			—				—				—			—			1,834,059				1,834,059				—
Performance Cash Units			—				—				—			—			1,200,000				1,200,000				—
Perquisites:
Financial Planning (3)			—				30,750				NA			—			30,750				30,750				30,750
Outplacement (4)			—				—				—			—			60,000				—				—
280G Tax Gross-up (5)			—				—				—			—			3,483,575				—				—
Benefits:
Value of continued welfare benefits (6)			—				—				—			—			18,509				—				—
Value of additional retirement benefits (7)			—				—				—			—			1,238,131				—				—
Total:			—				636,509				NA			—			12,519,770				4,898,868				1,131,186
John B. Owen
Compensation:
Cash Severance			—				—				—			—			4,349,654				—				—
Long Term Incentive
Restricted Stock/Units (2)			—				605,759				—			—			1,834,059				1,834,059				1,100,436
Performance Stock Units (2)			—				—				—			—			1,834,059				1,834,059				—
Performance Cash Units			—				—				—			—			1,200,000				1,200,000				—
Perquisites:
Financial Planning (3)			—				30,750				NA			—			30,750				30,750				30,750
Outplacement (4)			—				—				—			—			60,000				—				—
280G Tax Gross-up (5)			—				—				—			—			9,983,437				—				—
Benefits:
Value of continued welfare benefits (6)			—				—				—			—			23,971				—				—
Value of additional retirement benefits (7)			—				—				—			—			10,830,177				—				—
Total:			—				636,509				NA			—			30,146,107				4,898,868				1,131,186

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

Name		Voluntary ($)				Involuntary Without Cause ($)				Early Retirement ($)				For Cause ($)		Involuntary for Good Reason Following a CIC ($) (8)				Death ($) (9)				Disability ($)
C. Matthew Lusco
Compensation:
Cash Severance			—				—				—			—			2,385,878				—				—
Long Term Incentive
Restricted Stock/Units (2)			—				533,232				—			—			1,702,191				1,702,191				1,021,315
Performance Stock Units (2)			—				—				—			—			1,702,191				1,702,191				—
Performance Cash Units			—				—				—			—			1,100,000				1,100,000				—
Perquisites:
Financial Planning (3)			—				30,750				NA			—			30,750				30,750				30,750
Outplacement (4)																	60,000
Benefits:																	—				—
Value of continued welfare benefits (6)			—				—				—			—			13,907				—
Value of additional retirement benefits (7)			—				—				—			—			3,100,952				—				—
Total:			—				563,982				—			—			10,095,869				4,535,132				1,052,065
Fournier J. Gale, III (1)
Compensation:
Cash Severance			—				—				—			—			3,604,827				—				—
Long Term Incentive
Restricted Stock/Units (2)			825,318				825,318				825,318			—			1,375,530				1,375,530				825,318
Performance Stock Units (2)			—				—				—			—			1,375,530				1,375,530				—
Performance Cash Units			—				—				—			—			900,000				900,000				—
Perquisites:
Financial Planning (3)			30,750				30,750				30,750			—			30,750				30,750				30,750
Outplacement (4)			—				—				—			—			60,000				—				—
Benefits:
Value of continued welfare benefits (6)			—				—				—			—			20,969				—				—
Value of additional retirement benefits (7)			—				—				—			—			—				—				—
Total:			856,068				856,068				856,068			—			7,367,606				3,681,810				856,068

(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 $14.36 per share on December 30, 2016.

 

(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, 2016.

 

(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.

 

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(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 96 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:

 

Name		Value for Targeted/Regular Years of Age and Service Credit ($)				Value for Vesting in Targeted/Regular Benefit ($)				Total Additional Value ($)
O. B. Grayson Hall, Jr.*			(1,223,673	)			5,333,702				4,110,029
David J. Turner, Jr.			1,238,131				NA				1,238,131
John B. Owen			1,858,155				8,972,022				10,830,177
C. Matthew Lusco			923,194				2,177,758				3,100,952
Fournier J. Gale, III			NA				NA				NA

*

Due to the fact that Mr. Hall has accrued the maximum pension benefit available under the plan, the impact of adding additional years of service and age to his benefit actually reduces the lump sum value of the benefit, generating a negative number for this calculation under his change-in-control contract. In the event of an actual change-in-control, it is likely that Mr. Hall would seek to waive the additional age and service credit rather than reduce the value of his benefit.

 

(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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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). The selected items in the table below represent the amounts recognized in the financial results but not included in the 2016 target. 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 “adjusted return on average tangible common stockholders’ equity from continuing operations” and a reconciliation of average stockholders’ equity from continuing operations (GAAP) to average tangible common stockholders’ equity from continuing operations (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, 2016
Net income from continuing operations available to common shareholders (GAAP)				$	1,094
Adjustments:
Salary and employee benefits – severance charges, net of tax (1)					7
Branch consolidation, property and equipment charges, net of tax (2)					(5	)
Professional, legal and regulatory expenses, net of tax (3)					2
Loss on early extinguishment of debt, net of tax (3)					9
Securities gains, net of tax (3)					(4	)
Insurance proceeds, net of tax (3)					(31	)
Leveraged lease termination gains, net of tax (3)					4
Gain on sale of affordable housing residential mortgage loans, net of tax (3)					(3	)
Adjusted income from continuing operations available to common shareholders for incentive purposes (non-GAAP)		A		$	1,073
Average stockholders’ equity from continuing operations (GAAP)				$	17,124
Adjustments:
Average intangible assets (GAAP)					(5,125	)
Average deferred tax liability related to intangibles (GAAP)					162
Average preferred equity (GAAP)					(820	)
Average tangible common stockholders’ equity from continuing operations (non-GAAP)		B		$	11,341
Adjusted return on average tangible common stockholders’ equity from continuing operations (non-GAAP)		A/B			9.46%

 

(1)	Certain charges related to this item were included in the 2016 target. This adjustment reflects the portion of the charges included in the actual financial results but not included in the target, net of taxes.

 

(2)	Certain charges related to this item were included in the 2016 target. This adjustment reflects the shortfall of the actual financial results compared to the charges included in the 2016 target, net of taxes.

 

(3)	No charges related to this item were included in the 2016 target. Therefore, this adjustment reflects the charges included in the actual financial results, net of taxes.

Criticized and Classified Loans

 

 

(Unaudited) ($ amounts in millions)							Year Ended December 31, 2016
Total commercial (1)							$    3,096
Total investor real estate (1)							516
Total consumer (2)							649
Total criticized and classified loans			A				$    4,261
Total loans, net of unearned income (3)			B				80,783
Criticized and classified loans/loans			A/B				5.27%

 

(1)	Amount can be obtained from page 125 of the Regions Annual Report on Form 10-K for the year ended December 31, 2016 as the sum of the applicable subtotals of the special mention, substandard accrual and non-accrual columns.

 

(2)	Amount is from internal management reports.

 

(3)	Includes approximately $688 million of operating leases, previously classified as loans prior to the fourth quarter of 2015 (consistent with the design of the annual cash incentive plan).

 

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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.

 

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

Election of Directors

Proposal 1. Nominees:

For

Against

Abstain

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

Carolyn H. Byrd   David J. Cooper, Sr.   Don DeFosset   Samuel A. Di Piazza, Jr.   Eric C. Fast   O. B. Grayson Hall, Jr.   John D. Johns   Ruth Ann Marshall   Susan W. Matlock

☐   ☐   ☐   ☐   ☐   ☐   ☐   ☐   ☐

☐   ☐   ☐   ☐   ☐   ☐   ☐   ☐   ☐

☐   ☐   ☐   ☐   ☐   ☐   ☐   ☐   ☐

For

Against

Abstain

1j.   1k.   1l.   1m.   1n.

John E. Maupin, Jr   Charles D. McCrary   James T. Prokopanko   Lee J. Styslinger III   José S. Suquet

☐   ☐   ☐   ☐   ☐

☐   ☐   ☐   ☐   ☐

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

Proposal 2.

Ratification of Appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2017.

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

Proposal 3.

Nonbinding Stockholder Approval of Executive Compensation.

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

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Please indicate if you plan to attend this meeting.

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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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Table of Contents

REGIONS FINANCIAL CORPORATION

Annual Meeting of Stockholders

April 20, 2017

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 2017 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.

 

 

E18419-P86103        

 

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 20, 2017, 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 2017; 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)

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