Regions Financial Corp Files DEF 14A with Executive Compensation Details

Ticker: RF-PF · Form: DEF 14A · Filed: Mar 4, 2024 · CIK: 1281761

Regions Financial Corp DEF 14A Filing Summary
FieldDetail
CompanyRegions Financial Corp (RF-PF)
Form TypeDEF 14A
Filed DateMar 4, 2024
Risk Level
Pages14
Reading Time17 min
Key Dollar Amounts$152.2 b, $127.8 b, $17.4 billion, $100
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Regions Financial, Executive Compensation, Financial Adjustments, Corporate Governance

TL;DR

<b>Regions Financial Corporation has filed its DEF 14A, detailing executive compensation and financial adjustments for fiscal years 2020-2023.</b>

AI Summary

REGIONS FINANCIAL CORP (RF-PF) filed a Proxy Statement (DEF 14A) with the SEC on March 4, 2024. Regions Financial Corporation filed a DEF 14A form on March 4, 2024. The filing covers the period ending April 17, 2024. The company's principal executive offices are located at 1900 Fifth Avenue North, Birmingham, AL 35203. The filing includes adjustments related to equity awards and pension benefits for PEO and Non-PEO members for fiscal years 2020-2023. Regions Financial Corporation is classified under SIC code 6021 (National Commercial Banks).

Why It Matters

For investors and stakeholders tracking REGIONS FINANCIAL CORP, this filing contains several important signals. This DEF 14A filing provides crucial insights into the executive compensation structure and any adjustments made to equity awards and pension benefits, which can impact shareholder value and corporate governance. Understanding these details is important for investors to assess management's alignment with shareholder interests and the company's financial health concerning its long-term liabilities.

Risk Assessment

Risk Level: — REGIONS FINANCIAL CORP shows moderate risk based on this filing. The filing is a routine DEF 14A, primarily focused on executive compensation and financial adjustments, with no immediate indicators of significant financial distress or operational risk.

Analyst Insight

Review the detailed executive compensation breakdown and any adjustments to equity awards and pension benefits to understand management incentives and potential long-term financial impacts.

Key Numbers

  • 2024-03-04 — Filing Date (Date of filing)
  • 2024-04-17 — Period of Report (Conformed period of report)
  • 2023-12-31 — Fiscal Year End (Fiscal year end date)

Key Players & Entities

  • REGIONS FINANCIAL CORP (company) — Filer name
  • 0001281761 (company) — Central Index Key
  • 6021 (company) — Standard Industrial Classification
  • DE (company) — State of Incorporation
  • 1900 FIFTH AVENUE NORTH (company) — Business Address Street 1
  • BIRMINGHAM (company) — Business Address City
  • AL (company) — Business Address State
  • 35203 (company) — Business Address ZIP

FAQ

When did REGIONS FINANCIAL CORP file this DEF 14A?

REGIONS FINANCIAL CORP filed this Proxy Statement (DEF 14A) with the SEC on March 4, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by REGIONS FINANCIAL CORP (RF-PF).

Where can I read the original DEF 14A filing from REGIONS FINANCIAL CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by REGIONS FINANCIAL CORP.

What are the key takeaways from REGIONS FINANCIAL CORP's DEF 14A?

REGIONS FINANCIAL CORP filed this DEF 14A on March 4, 2024. Key takeaways: Regions Financial Corporation filed a DEF 14A form on March 4, 2024.. The filing covers the period ending April 17, 2024.. The company's principal executive offices are located at 1900 Fifth Avenue North, Birmingham, AL 35203..

Is REGIONS FINANCIAL CORP a risky investment based on this filing?

Based on this DEF 14A, REGIONS FINANCIAL CORP presents a moderate-risk profile. The filing is a routine DEF 14A, primarily focused on executive compensation and financial adjustments, with no immediate indicators of significant financial distress or operational risk.

What should investors do after reading REGIONS FINANCIAL CORP's DEF 14A?

Review the detailed executive compensation breakdown and any adjustments to equity awards and pension benefits to understand management incentives and potential long-term financial impacts. The overall sentiment from this filing is neutral.

How does REGIONS FINANCIAL CORP compare to its industry peers?

Regions Financial Corporation operates as a bank holding company, providing a range of banking and financial services. As a national commercial bank, it is subject to various regulatory requirements and market dynamics.

Are there regulatory concerns for REGIONS FINANCIAL CORP?

As a national commercial bank, Regions Financial Corporation is regulated by federal and state authorities, including the Federal Reserve and state banking departments, overseeing its operations, capital adequacy, and consumer protection practices.

Industry Context

Regions Financial Corporation operates as a bank holding company, providing a range of banking and financial services. As a national commercial bank, it is subject to various regulatory requirements and market dynamics.

Regulatory Implications

As a national commercial bank, Regions Financial Corporation is regulated by federal and state authorities, including the Federal Reserve and state banking departments, overseeing its operations, capital adequacy, and consumer protection practices.

What Investors Should Do

  1. Analyze the executive compensation details, including base salary, bonuses, stock awards, and option awards for PEOs and Non-PEOs.
  2. Examine the adjustments made to equity awards and pension benefits for the fiscal years 2020-2023 to understand any changes in compensation philosophy or financial reporting.
  3. Review the company's corporate governance disclosures within the DEF 14A to assess alignment with shareholder interests.

Key Dates

  • 2024-03-04: Filing Date — Filing of DEF 14A
  • 2024-04-17: Period of Report End Date — Indicates the period the filing pertains to

Glossary

DEF 14A
Definitive Proxy Statement (This filing provides detailed information about the company's annual meeting of shareholders, including executive compensation, director nominations, and other corporate governance matters.)
PEO
Principal Executive Officer (Refers to the top executive officers of the company, whose compensation and benefits are often a key focus in proxy statements.)
Non-PEO Neo
Non-Principal Executive Officer, Non-Executive Officer (Refers to other executive officers and key personnel whose compensation and benefits are also disclosed.)

Year-Over-Year Comparison

This filing is a DEF 14A, which is a standard proxy statement. Specific comparative data from a previous filing is not directly available in this excerpt, but it provides updated information on executive compensation and financial adjustments.

Filing Stats: 4,342 words · 17 min read · ~14 pages · Grade level 15.3 · Accepted 2024-03-04 17:29:55

Key Financial Figures

  • $152.2 b — al consolidated assets of approximately $152.2 billion, total consolidated deposits of a
  • $127.8 b — consolidated deposits of approximately $127.8 billion, and total consolidated sharehold
  • $17.4 billion — d shareholders' equity of approximately $17.4 billion. Regions conducts its banking operatio
  • $100 — 500 Banks Index. The comparison assumes $100 was invested on December 31, 2018, in R

Filing Documents

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 62

Security Ownership of Directors and Executive Officers

Security Ownership of Directors and Executive Officers 64 Delinquent Section 16(a) Reports 65 Stock Ownership Guidelines and Holding Period Requirements 65 Anti-Hedging and Anti-Pledging 66 PROPOSAL 2 —RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 67 Fees Paid to EY 68 Independence of EY 68 AUDIT COMMITTEE REPORT 70 PROPOSAL 3 —ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY-ON-PAY") 72 PROPOSAL 4 — ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION 73 COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT 74 COMPENSATION DISCUSSION AND ANALYSIS 75 Compensation Philosophy and Objectives 75 Compensation-Setting Process and Timeline 76 Shareholder Responsiveness 78 How Pay is Tied to Company Performance 79 2023 Compensation Decisions—What We Paid and Why 81 Other Benefits and Perks 92 Compensation Framework, Policies, Processes, and Risk Considerations 95 Compensation Consultant Disclosure 95 Other Policies and Practices Impacting Compensation Decisions 96 Change-in-Control, Post-Termination, and Other Employment Arrangements 102 COMPENSATION OF EXECUTIVE OFFICERS 104 Summary Compensation Table 104 Grants of Plan-Based Awards 107 Outstanding Equity Awards at December 31, 2023 108 Option Exercises and Stock Vested 109 Pension Benefits 110 Nonqualified Deferred Compensation 112 Potential Payments by Regions Upon Termination or Change-in-Control 113 CEO Pay Ratio 117 Pay Versus Performance 118 D IREC TOR COMPENSATION 123 PROPOSAL 5 — SHAREHOLDER PROPOSAL 126 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING 129 GENERAL INFORMATION 136 Glossary 137 APPENDIX A: GAAP TO NON-GAAP RECONCILIATIONS - Annual Cash Incentive Plan A- 1 APPENDIX B: GAAP TO NON-GAAP RECONCILIATIONS - Long-Term Incentive Plan (LTIP) B- 1 Regions Financial Corporation | 2024 Proxy Statement iii MARCH 4, 2024 Proxy Statement

Executive Compensation and Benefits

Executive Compensation and Benefits Human Capital Management Information/Cyber Security Regulatory Compliance Risk Management Strategic Planning and Strategy Development 8 Regions Financial Corporation | 2024 Proxy Statement PROXY SUMMARY Corporate Governance (page 34 ) Our Board works with executive management to monitor not only compliance with laws and regulations, but whether we are keeping pace with the constantly changing corporate governance landscape. By aligning our practices with leading corporate governance principles, we believe the Board and the Company are better positioned to deliver long-term value. We must hold ourselves to high standards when it comes to corporate governance, ethics, and risk management. Disclosures about the Board's oversight of our governance practices and risk management; corporate governance shareholder engagement; Director independence; and transactions with related persons, among other topics, can be found in the Corporate Governance section. This section also discusses the documents that compose Regions' governance framework, such as our Corporate Governance Principles, By-Laws, and Board committee charters. CORPORATE GOVERNANCE HIGHLIGHTS Board Refreshment Customized ESG Approach Rooney Rule 54% Diverse 72 Years Added Alison Rand to our Board in October 2023, and Bill Rhodes in March 2024 Tailored to align with business strategy and deliver shared value Utilize for Director candidate and Section 16 Officer searches, including CEO succession Overall diversity of Director nominees, including gender, race/ethnicity, and sexual orientation (LGBTQ+) Mandatory Director retirement age No Hedging/Pledging Year-Round Engagement Overboarding Policy Independent Board Leadership ESG Oversight Directors and executive officers are prohibited from entering into hedging agreements or pledging stock Ongoing dialogue with institutional shareholders, including Director-Shareholder engagement when requested

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