DEF 14A 1 a2021rfcproxystatement.htm DEF 14A Document

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.     )
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Filed by a Party other than the Registrant ☐
Check the appropriate box:
Preliminary Proxy Statement
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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):
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REGIONS FINANCIAL CORPORATION
CORPORATE PURPOSE AND CULTURE

Our Vision
Our vision statement is aspirational:to be the premier regional financial institution in America through being deeply embedded in its communities, operating as one team with the highest integrity, providing unique and extraordinary service to all of its customers, and offering an unparalleled opportunity for professional growth for its associates.”

Simply put, we want to be the best regional bank in America.

Our Mission
Our mission is about what we do, how we do it, and for whom: “to achieve superior economic value for our shareholders over time by making life better for our customers, associates and communities.”

Expanding Regions’ Mission to include our Purpose
Our purpose answers the question of why we exist: “to create shared value for all of our stakeholders – customers, communities, shareholders, and us as well.”

Our mission statement includes our purpose to create shared value: “Our mission at Regions is to achieve superior economic value for our shareholders over time by making life better for our customers, our associates and our communities and creating shared value as we help them meet their financial goals and aspirations.”

Our Key Points to Creating Shared Value:
We are not motivated by profit alone. We believe that business is only done well when all stakeholders benefit: our customers, communities, shareholders and us as well.
Integrity, trust and respect are fundamental to how we operate. We want to win, but we want to win the right way.
We only offer customers products and services that they need, want, and understand.
When our communities are strong and thriving, local businesses also benefit. By investing resources in our communities, we ultimately deliver value to our shareholders as well.

Our Values
Our values reflect how we will reach our vision, deliver our mission, and execute our purpose every day we come to work. These values serve as the measuring stick by which to judge our behavior and results:

Put people first
Do what is right
Focus on your customer
Reach higher
Enjoy life

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Dear Fellow Shareholders:
I think it is fair to say that 2020 did not go as anyone initially thought it would. The typical “new year” optimism quickly gave way to events that dramatically changed not only the communities in which Regions operates, but the entire world. Most notably, the COVID-19 pandemic and social unrest that gripped the nation has had lasting effects that will continue to impact Regions and the way we do business.
But with every new challenge, we were simultaneously presented with an opportunity to improve, whether as a company, as a board, or as individuals. On behalf of your Board of Directors, we thank you for trusting us with overseeing your investment in Regions, particularly over the past year.
Regions’ Support During the COVID-19 Pandemic. Regions has responded to the COVID-19 pandemic by supporting its stakeholders in a number of ways, under the rigorous and diligent oversight of your Board. From the onset of the pandemic, the Board began holding update calls to discuss broad COVID-19 responses and impacts, with targeted discussions pertaining to functions and business units. Directors were provided with written materials, including a COVID-19-specific dashboard with applicable metrics, to enhance their oversight.
The highest priority was placed on the health and safety of Regions’ customers and associates. Regions reacted quickly in March 2020 to temporarily limit in-person branch services to either drive-through service or by appointment only. Similarly, the vast majority of Regions’ non-branch associates began working remotely.
But these challenges also presented opportunities. Namely, this prompted Regions to accelerate many of its digital-based initiatives and plans to meet the new needs of customers. For example, the Company quickly expanded its use of eSignature capabilities to facilitate contactless transactions. During the summer of 2020, the Regions Bank Mobile App was significantly updated and improved the mobile banking customer experience. The Company also expanded its team of video bankers to meet the surge in video ATM usage. By making these tools and options available, we were able to protect our associates and customers while expanding our ability to serve our customers when they needed it most.
Regions also supported customers during the height of the pandemic by drawing from our established Customer Assistance Program and from experienced bankers with a history of working with customers during natural disasters and market disruptions and addressing their specific needs. Special COVID-19 measures were adopted to assist customers financially during this time.
In response to the COVID-19 pandemic, Regions and the Regions Foundation also announced the development of a $5 million fund to support our communities. These funds support many nonprofit organizations across the Company’s footprint.
Regions’ Response to Social Unrest. In the midst of the pandemic, the country was further rocked by the social unrest that quickly followed the deadly arrest of George Floyd. The resulting protests served as a catalyst for Regions and the Board to look inward to ensure we were doing our part to advance diversity, equity, and inclusion (DEI). We built on the DEI efforts that we already had in place to better support Regions’ associates and communities. This was accomplished, in part, through open and honest but sometimes difficult and uncomfortable associate discussions across the Company. Further, management and the Board scrutinized various DEI metrics for the Company and the Board. The Board, primarily through its Compensation and Human Resources Committee, was able to leverage the Human Capital Management Dashboard that it had been using since 2019 to assist with these reviews and deeper dives. We feel as though this process, as well as the impacts from the pandemic, resulted in a stronger Company with more highly engaged associates.
Continuously Improving Regions’ ESG Practices and Disclosures. Notwithstanding the difficulties of the past year, Regions continued making advancements with its environmental, social, and governance (ESG) practices and disclosures. In the summer of 2020, Regions released its first integrated Annual Review & ESG Report. This report was designed to give stakeholders a holistic look at the Company with respect to all things ESG, including a Task Force on Climate-related Financial Disclosures (TCFD) “mini-disclosure,” as Regions continues working toward its goal of releasing a standalone TCFD report.
The Company also launched its digital ESG Resource Center to bring together the many ESG documents that compose Regions’ ESG program. By compiling these documents in one location, we are making it easier for all stakeholders to understand the Company's activities around ESG practices and disclosures.
Two such documents are the revamped Human Rights Statement and the Supplier Code of Conduct. Both of these documents were significantly revised this year to incorporate many best practices that further demonstrate the Company’s commitment to employing good, ethical, and sustainable practices throughout our value chain.
Virtual Shareholder Meeting. Like many other companies during 2020, Regions was forced to quickly pivot to a virtual shareholder meeting due to the restrictions that the pandemic placed on physical meetings. The Board and management believe this was the right thing for shareholders. Because the pandemic continues to impact our ability to safely meet in large groups, we have again decided to hold the Company’s annual meeting virtually this year.
CEO’s Letter and Thank You. Please also see a letter from Regions’ Chief Executive Officer, John Turner, addressing Regions’ shareholders, associates, customers, and communities that accompanies this year’s proxy statement.
I would like to say a special thank you to our shareholders. Particularly in light of the chaos that accompanied 2020, we recognize and sincerely appreciate the trust and confidence you have placed in us to oversee your investment. And over the course of 2021, we will, on your behalf, continue providing strong, independent oversight of management and representing your interests throughout the year.
         On behalf of your Board of Directors,
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Charles D. McCrary
Independent Chair of the Board
March 5, 2021
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QUICK INFORMATION
QUICK INFORMATION
The following charts provide quick information about Regions’ 2021 Annual Meeting of Shareholders and our corporate governance and executive compensation practices. These charts do not contain all of the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting.
Annual Meeting Information
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DATE & TIMELOCATIONRECORD DATE
Wednesday, April 21, 2021
9:00 A.M. Central Time
Webcast at www.virtualshareholdermeeting.com/RF2021February 22, 2021
Proposals That Require Your Vote
Proposal
Voting Options
Board
Recommendation
More
Information
PROPOSAL 1 –
Election of Directors
FOR, AGAINST, or ABSTAIN
for each Director nominee
FOR each nominee
Page 15
PROPOSAL 2 –
Ratification of Appointment of Independent Registered Public Accounting Firm
FOR, AGAINST, or ABSTAIN
FOR
Page 28
PROPOSAL 3 –
Advisory Vote on
Executive Compensation
FOR, AGAINST, or ABSTAIN
FOR
Page 32
See page 4 on the various ways available to submit your vote.
ESG and Compensation Facts
ESG or Compensation MatterRegions’ Practice
Board Composition, Leadership, and Operations
Number of Director Nominees12
Director Nominee Independence92%
Standing Board Committee Membership Independence100%
Average Director Nominee Age66
Average Director Nominee Tenure9 years
Gender Diversity of Director Nominees25%
Racial/Ethnic Diversity of Director Nominees25%
Total Diversity of Director Nominees42%
Separate Chair of the Board and CEOYes
Independent Chair of the BoardYes
Robust Responsibilities and Duties Assigned to the Independent ChairYes
Voting StandardMajority with plurality carve-out for contested elections
Frequency of Director ElectionsAnnual
Resignation PolicyYes
Classified BoardNo
Mandatory Retirement AgeYes (72)
Mandatory Retirement TenureNo
Demonstrated Commitment to Board RefreshmentYes
Directors Attending at Least 75% of Meetings All
Directors Overboarded per ISS or Glass Lewis Voting GuidelinesNone
Annual Board, Committee, and Individual Director Self-Evaluation ProcessYes
Board Oversight of Company Strategy and RisksYes


QUICK INFORMATION
ESG or Compensation MatterRegions’ Practice
Number of Board Meetings Held in 202011 (plus 14 optional, informational Board calls)
Total Number of Board and Committee Meetings Held in 202043
Independent Directors Meet without Management PresentYes, at each regularly-scheduled Board meeting and most committee meetings
Shareholder Rights
One Share, One Vote PolicyYes
Dual-Class Common StockNo
Cumulative VotingNo
Vote Standard for Charter/By-Law Amendment75%
Shareholder Right to Call Special MeetingNo
Shareholder Right to Act by Written ConsentNo
Board Authorized to Issue Blank-Check Preferred StockYes; however, our capital plan is regularly submitted to the Federal Reserve
Poison PillNo
Proxy Access By-Law Yes
Exclusive Forum By-LawYes
Other Governance Practices
Investor Stewardship Group Corporate Governance Principles for U.S. Listed Companies CompliantYes
Commonsense Principles 2.0 SignatoryYes
Council of Institutional InvestorsMember
Rooney Rule Version for Director Candidate and Section 16 Executive Officer Searches, including CEO SuccessionAdopted
Year-Round Shareholder EngagementYes
Director-Shareholder EngagementYes
Robust Stock Ownership GuidelinesYes
Anti-Hedging and Anti-Pledging PoliciesYes
Hedging Agreements Entered into by Directors/Executive Officers/AssociatesNone; hedging prohibited
Shares Pledged by Directors and Executive OfficersNone; pledging prohibited
Material Related Party Transactions with DirectorsNone
Family RelationshipsNone
Director Onboarding and Ongoing Education ProgramYes
Independent AuditorErnst & Young LLP
Environmental and Social Practices
Board Oversight of Corporate Culture and ESG Practices and StrategiesYes
Codes of Conduct for Directors, Officers, and AssociatesYes
Supplier Code of Conduct and Human Rights StatementYes
No-Harassment and No-Retaliation PoliciesYes
ESG Report with GRI Content IndexYes
Environmental Sustainability Policy Statement and Goals EstablishedYes
SASB DisclosureYes
TCFD Disclosure“Mini-disclosure” in 2019 Annual Review & ESG Report
CDP Climate Change Questionnaire ResponseYes
Ceres Company Network MemberYes
Political Contributions DisclosedYes
Compensation Practices
CEO Pay Ratio / Alternative CEO Pay Ratio 196:1 / 98:1
Clawback PolicyYes
Incentive Plans that Encourage Excessive Risk-TakingNo
Employment Agreements for Executive OfficersNo
Repricing of Underwater OptionsNo
Excessive PerksNo
Pay-for-PerformanceYes
Frequency of Say-on-Pay Advisory VoteAnnual
Double-Trigger Change-in-Control ProvisionsYes
Compensation ConsultantFrederic W. Cook & Co., Inc.


TABLE OF CONTENTS
TABLE OF CONTENTS


TABLE OF CONTENTS
Director Succession Planning and Board Refreshment; Appointment of New Directors
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REGIONS FINANCIAL CORPORATION
1900 Fifth Avenue North
Birmingham, Alabama 35203
NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS
To be held Wednesday, April 21, 2021
TO THE SHAREHOLDERS OF REGIONS FINANCIAL CORPORATION:
The 2021 Annual Meeting of Shareholders of Regions Financial Corporation (“Regions”), a Delaware corporation, will be held:
Date: Wednesday, April 21, 2021
Time: 9:00 A.M. Central Time
Place: Webcast at www.virtualshareholdermeeting.com/RF2021
Record Date: February 22, 2021
The annual meeting is being held for the following purposes:
1.    Election to our Board of Directors of the 12 nominees named in our proxy statement to serve as Directors until the next annual meeting of shareholders 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 2021; and
3.    Advisory vote on executive compensation.
Regions does not know of any business to be presented for action at the annual meeting other than those items listed above. Shareholders will also transact any other business that properly comes before the meeting; it is intended that the proxies will be voted in respect thereof by and at the discretion of the person named as proxy on the electronic proxy or proxy card.
The Board set February 22, 2021, as the Record Date for the annual meeting. This means that only Regions common shareholders 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 shareholders of record entitled to vote at the meeting will be made available for inspection by any Regions shareholder (i) at the principal executive offices of Regions for ten days prior to the meeting date and (ii) on the Virtual Shareholder Meeting website on the date of the meeting.
Attending the Meeting: Registered and beneficial shareholders as of the Record Date are entitled to attend, vote, and ask questions at this year’s virtual annual meeting at www.virtualshareholdermeeting.com/RF2021 by logging in using the 16-digit control number appearing on the Notice of Internet Availability of Proxy Materials, email notification, voting instruction form, or paper proxy card. Guests without a control number may also attend the meeting, but they will not be permitted to vote or submit questions.
It is recommended that attendees log into the meeting with sufficient time before the meeting begins to address any technical issues. The Virtual Shareholder Meeting website will provide technical assistance to attendees experiencing issues accessing the meeting. The technical support contact information will appear on the meeting website prior to the start of our meeting. We reserve the right to adjourn or postpone the meeting or change the means of convening the meeting; if we elect to do so, details on how to participate will be made available at ir.regions.com.
Your vote is important! Whether or not you plan to attend the annual meeting, you are encouraged to promptly submit your proxy with voting instructions. To vote your shares, please follow the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail. If you vote by telephone or via the Internet, you need not return a proxy card.
You may revoke your proxy at any time before the vote is taken by notifying the Corporate Secretary of Regions in writing or by validly submitting another proxy by telephone, Internet, or mail. If you are present at the meeting, you may vote your shares at that time, which will supersede your proxy.
If you hold shares through a Broker, check the voting instructions provided to you by that Broker. More information on changing your vote can be found on page 109.
By Order of the Board of Directors
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Tara A. Plimpton
Chief Legal Officer and
Corporate Secretary
March 5, 2021
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2021 Proxy Statement
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 INDEX OF
COMMONLY REFERENCED TOPICS
Topic
Page
Admission to the Annual Meeting110
Anti-Hedging and Anti-Pledging
Auditor Billing
Auditor Tenure
Board, Committee, and Individual Director Evaluation
Board Leadership Structure
Board Meeting Director Attendance
Board Refreshment
Board Risk Oversight
Board Skills and Composition Matrix
Capital Planning Process8
CEO Pay Ratio
Change-in-Control Agreements
Clawback Policy92
Codes of Ethics
Committees of the Board
Communications with the Board
Compensation and Performance Peer Groups91
Compensation Consultant
Community Engagement
Contacting Regions
Corporate Governance Principles
Corporate Governance Shareholder Engagement
Director Nominee Biographies
Director Education
Director Independence
Director Overboarding Policy
Director Retirement Age
Director Tenure
Environmental Sustainability
Human Capital Management
Independent Chair of the Board Duties46
Information Security
LTIP Grants97
LTIP Performance Targets79
Pay-for-Performance
Perks
Record Date
Related Person Transactions Policy
Rooney Rule
Say-on-Pay
Shareholder Proposals and Nominees for the 2022 Annual Meeting111
Shareholder Recommendations for Director Candidates111
Statement on Political Contributions
Stock Ownership Guidelines
Stock Performance Graph8
GLOSSARY OF
TERMS & ACRONYMS
Term
Meaning
401(k) PlanRegions Financial Corporation 401(k) Plan
BoardBoard of Directors, Regions Financial Corporation
BrokerBrokerage firms, banks, or similar entities
BSA/AML/OFACBank Secrecy Act/Anti-Money Laundering/Office of Foreign Assets Control
CCARComprehensive Capital Analysis and Review
CD&ACompensation Discussion and Analysis
CDPFormerly known as the Carbon Disclosure Project
CECL
Current Expected Credit Losses
CEOChief Executive Officer
CFOChief Financial Officer
CHR CommitteeCompensation and Human Resources Committee
Code of ConductCode of Business Conduct and Ethics
CompanyRegions Financial Corporation
Cook & Co.Frederic W. Cook & Co., Inc.
CROChief Risk Officer
DEIDiversity, Equity, and Inclusion
DDIPRegions Financial Corporation Directors’ Deferred Investment Plan (formerly named the Directors’ Deferred Stock Investment Plan)
EPS GrowthCumulative compounded growth in Earnings Per Share
ESGEnvironmental, Social, and Governance
Excess 401(k) PlanRegions Financial Corporation Non-Qualified Excess 401(k) Plan (formerly named the Supplemental 401(k) Plan)
Exchange ActSecurities Exchange Act of 1934, as amended
EYErnst & Young LLP
Federal ReserveThe Board of Governors of the Federal Reserve System
GAAPGenerally Accepted Accounting Principles in the United States
GHGGreenhouse Gas
GRIGlobal Reporting Initiative
HCMHuman Capital Management
IRCU.S. Internal Revenue Code of 1986, as amended
IRSInternal Revenue Service
LTIPLong Term Incentive Plan
NCG CommitteeNominating and Corporate Governance Committee
NEONamed Executive Officer
NYSENew York Stock Exchange
PCAOBPublic Company Accounting Oversight Board
PCUsPerformance Cash Unit Awards
PSUsPerformance Stock Units
RegionsRegions Financial Corporation
Retirement PlanRegions Financial Corporation Retirement Plan for Associates
ROATCEReturn on Average Tangible Common Equity
RSUsRestricted Stock Units
SASBSustainability Accounting Standards Board
SECU.S. Securities and Exchange Commission
Securities Act
Securities Act of 1933, as amended
SERPRegions Financial Corporation Post 2006 Supplemental Executive Retirement Plan
SOXSarbanes–Oxley Act of 2002
TCFDTask Force on Climate-related Financial Disclosures

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2021 Proxy Statement



image131.jpg                                     March 5, 2021
PROXY STATEMENT
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 2021 Annual Meeting of Shareholders of Regions. The meeting will be held on Wednesday, April 21, 2021, at 9:00 A.M. Central Time, via Webcast at www.virtualshareholdermeeting.com/RF2021. The proxies may also 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 shareholders on March 5, 2021.
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 2021 Annual Meeting of Shareholders in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.
Record Date. Only owners of record of shares of Regions common stock as of the close of business on February 22, 2021, 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 960,674,032 shares of common stock issued and outstanding on the Record Date.
Notice and Access. We are continuing to use the SEC’s Notice and Access rule, allowing us to furnish our proxy materials to shareholders over the Internet. This means most of our shareholders 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 shareholders to review the materials. The notice is not a proxy card and cannot be used to vote.
If you receive the notice but would like to receive paper copies of the proxy materials, please follow the instructions in the notice or on the website referred to on the notice.
Please consider signing up to receive these materials electronically in the future by following the instructions after you vote your shares over the Internet. Enrolling in future electronic delivery of annual meeting materials reduces Regions’ environmental impact and printing and mailing expenses. To enroll in electronic delivery you may also visit http://enroll.icsdelivery.com/rf.
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See the Glossary of Terms & Acronyms on page 2 for commonly used terms and acronyms used throughout this proxy statement.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2021 ANNUAL MEETING:
The 2021 Proxy Statement and Notice of Annual Meeting of Shareholders; Annual Report on Form 10-K
for the year ended December 31, 2020; and the CEO’s Letter are available at ir.regions.com and proxyvote.com.
Important Notice Regarding Delivery of Security Holder Documents
This is the first distribution of proxy solicitation materials to shareholders.
Householding. The SEC has adopted rules that allow us to continue sending, in a single envelope, our proxy statement and other required annual meeting materials to two or more shareholders sharing the same address. These rules spell out the conditions under which annual reports, information statements, proxy statements, prospectuses, and other disclosure documents of a company that would otherwise be mailed in separate envelopes to more than one shareholder at a shared address may be mailed as one copy in one envelope addressed to all shareholders at that address (i.e., “householding”). Shareholders who participate in householding will, however, receive separate proxy cards.
Householding, similar to electing to receive these materials electronically, reduces our printing and mailing expenses and associated environmental impact (although not to the same extent).
If one set of these proxy materials was sent to your household for the use by all Regions shareholders in your household and one or more of you would prefer to receive additional sets, or if multiple copies of these proxy materials were sent to your household and you want to receive one set, please contact Broadridge Financial Solutions, Inc., by calling toll-free at 866-540-7095 or by writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Shareholders whose shares of our common stock are held in street name wishing to make either such election should contact their Broker.
Alternatively, if you would like to receive a paper copy of the materials or if you received one copy of the proxy materials through our use of householding and would like to receive multiple copies, you may, at any time, email investors@regions.com, call 205-264-7040, or write to the following address, and we will deliver those documents to you promptly upon receiving the request.Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attn: Investor Relations
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2021 Proxy Statement
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PROXY SUMMARY

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PROXY SUMMARY
This summary highlights certain information about Regions. It does not contain all of the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting.
For more complete information regarding the Company’s 2020 performance, review the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The 2020 Form 10-K and other materials related to the annual meeting are available through our website at ir.regions.com/governance/annual-proxy.
2021 Annual Meeting of Shareholders
Date:
Wednesday, April 21, 2021
Time:
9:00 A.M. Central Time
Place:
Webcast at www.virtualshareholdermeeting.com/RF2021
Record Date:
February 22, 2021
Voting:
Common shareholders as of the Record Date are entitled to vote. Shareholders of record, as well as most beneficial shareholders, can vote by proxy using one of several methods.
Please vote in one of the many ways set forth below to ensure your shares are represented at the annual meeting:
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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 download).
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To vote over the Internet, visit 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.
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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.
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If you requested printed copies of the proxy materials be sent to you by mail, vote by proxy by filling out the proxy card and returning it in the envelope provided to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.
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Additionally, you may vote electronically during the Webcast of the annual meeting.
If you hold your stock in street name or through our 401(k) Plan or our Dividend Reinvestment Plan, see Questions and Answers about the Annual Meeting and Voting & Other Information for more information about how to vote your shares.
Your vote is important!
Please submit your vote by proxy over the Internet or by telephone,
or complete, sign, date, and return your proxy card or voting instruction form.
Shareholders and guests will be permitted to participate in the Webcast of the annual meeting; however, only shareholders as of the Record Date with a valid control number will be permitted to vote or ask questions. Please see page 110 for further details.


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2021 Proxy Statement

PROXY SUMMARY
Proposals That Require Your Vote
ProposalVoting OptionsBoard Recommendation
More
Information
Effect of Abstentions and Broker Non-VotesVotes Required for Approval
PROPOSAL 1 –
Election of Directors
FOR, AGAINST, or ABSTAIN
for each Director nominee
FOR each
nominee
Page 15
No effect
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 ABSTAINFOR
Page 28
Abstentions have no effect
Affirmative “FOR” vote of a majority of the votes cast for or against this proposal.
PROPOSAL 3 –
Advisory Vote on
Executive Compensation
FOR, AGAINST, or ABSTAINFOR
Page 32
No effect
Affirmative “FOR” vote of a majority of the votes cast for or against this proposal.

Please submit your vote by proxy over the Internet or by telephone,
or complete, sign, date, and return your proxy card or voting instruction form.

New in this Year’s Proxy Statement
Enhanced Disclosures. This year we have streamlined the 2021 Proxy Statement to enhance its readability by simplifying certain disclosures that we already address in our other ESG-focused disclosures. For that reason, the Environmental and Social Practices section of this document focuses on highlighting ESG areas of particular focus, interest, and/or development for Regions in 2020; the upcoming 2020 Annual Review & ESG Report, as well as the other standalone ESG disclosures we publish throughout the year, will cumulatively provide more in-depth reporting on a broader range of issues.
Responses to the COVID-19 Pandemic and Social Unrest. 2020 was a unique and challenging year for businesses and individuals alike. Regions, like so many other businesses, needed to quickly pivot its operations to adapt to the spreading effects of the COVID-19 pandemic. It became more important than ever this past year for us to encourage understanding and respect among our associate population. More information on how Regions responded to the pandemic and widespread social unrest can be found in the Environmental and Social Practices section of this proxy statement.
Retirement Exceptions for Directors Byrd and DeFosset. As part of its nomination discussions this year, the Board granted Directors Byrd and DeFosset a one-year exception to the Director mandatory retirement age. The Board determined that, particularly in light of the disruptions and challenges created by the pandemic, maintaining stability at the Board level was in the best interests of the Company and its stakeholders. For more information, see Why did the Board provide exceptions to the mandatory retirement age? under Proposal 1 – Election of Directors.
HCM Oversight During 2020. Throughout the past year, HCM matters became an even more central issue for Regions. Protecting the health and safety of our associates as COVID-19 spread across the country, and further strengthening our work to cultivate open dialogue about the importance of DEI, were paramount to our success. Many of these initiatives were overseen by the Board’s CHR Committee, which is tasked with overseeing HCM matters, among other areas. The HCM Dashboard, which was discussed in last year’s proxy statement, was instrumental in helping our leadership oversee Regions’ response to the events that occurred throughout the year.

In last year’s proxy statement, Regions announced it would donate the money saved by holding a sustainability-inspired annual meeting in honor of the 50th Anniversary of Earth Day.
Despite Regions’ 2020 Annual Meeting being held virtually, Regions still made a donation to further the important work being conducted by the Freshwater Land Trust.
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2021 Proxy Statement
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PROXY SUMMARY
Information about Regions
Regions (NYSE:RF) is a financial holding company headquartered in Birmingham, Alabama, that operates in the South, Midwest, and Texas. Through its subsidiaries, Regions provides traditional commercial, retail, and mortgage banking services, as well as other financial services in asset management, wealth management, securities brokerage, trust services, merger and acquisition (“M&A”) advisory services, and specialty financing.

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Regions is a Delaware corporation. Its principal executive offices are located at 1900 Fifth Avenue North, Birmingham, Alabama, 35203. Regions is a member of the S&P 500 Index. Regions common stock, par value $.01 per share, is listed on the NYSE under the symbol RF.
As of December 31, 2020, Regions had total consolidated assets of approximately $147.4 billion, total consolidated deposits of approximately $122.5 billion, and total consolidated shareholders’ equity of approximately $18.1 billion.
Regions conducts its banking operations through our wholly-owned subsidiary, Regions Bank, an Alabama state-chartered commercial bank that is a member of the Federal Reserve System.
As of December 31, 2020, Regions Bank operated 1,369 banking offices and 2,083 ATMs in 15 states.
Regions Bank is ranked 17th in the U.S. in total deposits.

Our Strategy
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Our vision, mission, and values continue to be the foundational elements to our 2021-2023 Strategic Plan and are integral to our ability to serve our customers, communities, and shareholders.
Our strategic priorities, as shown below, balance the needs of our customers, communities, associates, and shareholders.
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To compete in a unique operating environment, Regions will continue to focus on what we can control. The 2021-2023 Strategic Plan identifies three key strategies:
Lean into our strengths by leveraging our culture to create shared value, focusing on our customers, building the best team, investing in our markets, and managing dynamic risk.
Execute and compete with purpose & passion, including effectively managing credit risk, delivering competitive segment strategies, working to continuously improve, strategic capital planning, balance sheet protection through hedging, pursuing M&A activities, and maintaining mature ESG strategies and practices.
Innovate through digital & data through making disciplined investments in new capabilities, optimizing operations and leveraging technology, beginning a multi-year initiative to modernize core systems, enabling rapid delivery, and evolving our approach to meet tomorrow’s customer needs.



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2021 Proxy Statement

PROXY SUMMARY
Continuous Improvement for Consistent Sustainable Long-Term Performance. Regions’ strategy is built on our vision to be the premier regional financial institution in America; our enduring mission of shared value; and our five core values.
We believe that by focusing on our strategic priorities, Regions will better serve our customers, associates, communities, and shareholders. Regions is further committed to achieving consistent, sustainable long-term performance by leaning into our strengths, executing and competing with purpose and passion, and innovating through digital and data.

Each of the Company’s business groups are responsible for creating their own strategic plans. These plans also include ESG elements that contribute to Regions’ overall strategic plan, which is presented to the Board. During the strategic planning process, and throughout the year, our strategy and business decisions are informed by feedback from stakeholders including customers, associates, community partners, and shareholders.
See the inside front cover of this year’s proxy statement for more information about how our vision, mission, and values inform and drive our business purpose.
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“The COVID-19 pandemic has accelerated changes in customer behavior and we continue to invest in talented bankers to provide valuable advice and guidance while modernizing our branch network and accelerating digital transformation. By executing our strategic plan we will continue to be a source of economic strength for our customers and communities and will deliver sustainable, long-term performance for our shareholders.”
John M. Turner, Jr.
President and Chief Executive Officer
Member of the Board of Directors
Regions Financial Corporation




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PROXY SUMMARY
Capital Planning Process
Regions employs a robust and mature capital planning process (“CPP”) that is designed to ensure capital levels are commensurate with the risk inherent in the balance sheet and sufficient to allow the Company to extend credit and meet customer needs, including in periods of severe stress. Additionally, the CPP seeks to promote the efficient use of capital while maintaining a long-term approach to capital allocation and distribution consistent with stakeholders’ expectations and the Company’s strategic priorities. The CPP relies upon active participation by cross-functional groups throughout the Company, including Finance, Corporate Treasury, Risk Management, Internal Audit, and the various business groups and is overseen by a governance committee structure comprised of a similarly broad cross-section of senior management as well as the Board. The governance structure is led by the senior management-level Asset-Liability Committee (“ALCO”) and involves several key CPP-focused sub-committees of the ALCO and other relevant senior management-level committees. These include the Scenario Design Committee, Operational Risk Committee, and Capital Management Committee. Lastly, Regions’ Board provides approval and oversight of all CPP activities, which flow from the capital plan and Capital Policy approved by the Board each year.
Effectively managing and deploying capital is essential to meeting our strategic and financial objectives, as well as the expectations of our stakeholders.
Regions’ annual capital plan is developed in accordance with our internal Capital Policy that, among other things, defines target capital levels and priorities for the deployment of capital generated organically in the form of earnings from our core operations.
Our current capital deployment priorities are:
1.Growth and strategic investments
2.Sustainable common stock dividend payout ratio
3.Common stock repurchases
Prudent investment of capital to grow the Company is our number one priority, as we believe this activity provides the greatest potential for long-term value creation for stakeholders, including the customers, associates, communities, and shareholders we serve.

The realities of a competitive market, however, naturally place limits on the opportunities available to prudently invest in the growth of the Company. As such, Regions must remain disciplined in the allocation of capital and ensure that returns are appropriate in the context of investment risk and the strategic objectives of the Company.
Our ability to distribute capital to shareholders in the form of dividends and share repurchases is critical to maintaining this discipline. Share repurchases provide an alternative use of capital when prudent investment opportunities are unavailable and prevent the Company from facing the losing trade-off between accepting suboptimal returns and outsized risk, versus inefficiently carrying idle capital. Inefficient management of capital can lead to strategic risk, including under-performance relative to stakeholder expectations.
As Regions develops its annual capital plan through the CPP, consistent with our capital deployment priorities, capital is allocated first to supporting expected available growth opportunities, and then to support a sustainable common dividend payout ratio. Regions regularly evaluates dividend sustainability through the CPP and generally seeks to manage the common dividend at a level which can reasonably be expected to be maintained through a typical, post-World War II recession. Finally, unallocated capital may be directed to share repurchases, which generally represent the most flexible mechanism for deploying capital and, in this context, serve to ensure capital levels are managed in alignment with capital targets.
The CPP is subject to continuous and in-depth supervision by the Federal Reserve and other relevant regulatory bodies. In accordance with regulatory requirements, Regions’ capital plan is regularly submitted to the Federal Reserve upon our Board’s review and approval. Any capital distributions included in the annual capital plan are promptly disclosed following Board approval.
Regions, similar to other bank holding companies required to participate in CCAR, may be subject to Federal Reserve required constraints on capital distributions, as has been the case throughout the COVID-19 pandemic. At present, the Federal Reserve has restricted distributions requiring that dividend payments and share repurchases be limited to an amount not in excess of average net income over the four preceding quarters, provided that dividend payments remain limited to the amount paid in the second quarter of 2020. These restrictions remain in place through March 31, 2021 and may be extended at the discretion of the Federal Reserve.
For more information on Regions’ Capital Planning and Stress Testing Framework, see our
Annual Report on Form 10-K dated February 24, 2021.




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2021 Proxy Statement

PROXY SUMMARY
2020 Overview
The following highlights key 2020 results, including the highest pre-tax pre-provision income that Regions has generated in a fiscal year for over a decade:
FY 2020
$991 Million
Net Income Available to Common Shareholders
$1.03
Diluted Earnings Per Share
$6,206 Million
Adjusted Total Revenue (1)
$3,541 Million
Adjusted Non-Interest Expense (1)
$2,665 Million
Adjusted Pre-Tax Pre-Provision Income (1)
(1) Non-GAAP; see Appendix A for reconciliation.
Stock Performance Graph
This graph shows the cumulative total shareholder return for Regions common stock in each of the five years from December 31, 2015, to December 31, 2020. The graph also compares the cumulative total returns for the same five-year period with the S&P 500 Index and the S&P 500 Banks Index.
The comparison assumes $100 was invested on December 31, 2015, in Regions common stock, the S&P 500 Index, and the S&P 500 Banks Index and that all dividends were reinvested.
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Cumulative Total Return
12/31/201512/31/201612/31/201712/31/201812/31/201912/31/2020
Regions$100.00$153.40 $188.60 $149.81 $199.69 $196.43 
S&P 500 Index$100.00$111.95 $136.38 $130.39 $171.44 $202.96 
S&P 500 Banks Index$100.00$124.31 $152.34 $127.30 $179.03 $154.41 
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PROXY SUMMARY
Proposal 1 – Election of Directors (page 15)
The proxy statement contains important information about the experience, qualifications, attributes, characteristics, and skills of each of the Director nominees.
Our Board recommends you vote “FOR” all 12 nominees standing for election.
The below chart sets forth this year’s Director nominees along with their age, Board tenure, principal occupation, and Board standing committee membership:
AgeIndependentDirector
Since
Regions Board 
Committee(s)
Principal Occupation
Other Public
Company Boards (1)
Carolyn H. Byrd (2)(4)
72ü2010Audit Committee (Chair)Chairman and CEO, GlobalTech Financial, LLCAmerican Virtual Cloud Technologies, Inc.
Don DeFosset (4)
72ü2005
CHR Committee (Chair)
NCG Committee
Retired Chairman, President, and CEO, Walter Industries, Inc.
ITT Corporation;
National Retail Properties;
Terex Corporation
Samuel A.
Di Piazza, Jr. (2)
70ü2016
Audit Committee
CHR Committee
Retired Global CEO, PricewaterhouseCoopers; Retired Vice Chairman, Citigroup Global Corporate and Investment Bank
AT&T Inc.;
Jones Lang LaSalle Incorporated;
ProAssurance Corporation
Zhanna Golodryga
65ü2019
CHR Committee
Risk Committee
Chief Digital and Administrative Officer, Phillips 66
John D. Johns (3)(4)
69ü2011Risk Committee (Chair)Retired Chairman, President, and CEO, Protective Life Corporation
Genuine Parts Company;
Southern Company
Ruth Ann Marshall (4)
66ü2011
CHR Committee
NCG Committee (Chair)
Retired President, The Americas, MasterCard International, Inc.
ConAgra Brands, Inc.;
Global Payments Inc.
Charles D. McCrary (4)
69ü2001Independent Chair of the BoardRetired Chairman, President, and CEO, Alabama Power Company
James T. Prokopanko
67ü2016
NCG Committee
Risk Committee
Retired President and CEO, The Mosaic Company
Vulcan Materials Company;
Xcel Energy Inc.
Lee J. Styslinger III
60ü2003
NCG Committee
Risk Committee
Chairman and CEO, Altec, Inc.
Vulcan Materials Company;
Workday, Inc.
José S. Suquet (2)(3)
64ü2017
Audit Committee
Risk Committee
Chairman, President, and CEO, Pan-American Life Insurance Group
John M. Turner, Jr. (4)
59
CEO
2018President and CEO, Regions Financial Corporation and
Regions Bank
Timothy Vines (2)
55ü2018
Audit Committee
CHR Committee
President and CEO, Blue Cross and Blue Shield of Alabama
(1)    Corporations subject to the registration or reporting requirements of the Exchange Act, or registered under the Investment Company Act of 1940
(2)    Audit Committee Financial Expert
(3)    Risk Management Expert
(4)    Member of Regions’ Executive Committee
Board Skills and Composition Matrix & Board Refreshment
This year’s Director nominees comprise 12 members, who represent a diverse set of experiences, expertise, and attributes. Based on information provided in response to our 2020 year-end Director questionnaires, the following charts and graphs outline the number of Director nominees with considerable or extensive experience in areas critical to Regions’ operations and certain composition elements they bring to the Board. Information pertaining to each individual Director nominee’s experience, along with other Board composition data points, is further detailed in the Board Skills and Composition Matrix and the Director nominees’ biographies, which both appear in Proposal 1 – Election of Directors.
Our Board and NCG Committee maintain a robust refreshment and recruitment process in which the members focus on identifying, considering, and evaluating potential Board candidates. The Board’s process is further detailed in the Director Succession Planning and Board Refreshment; Appointment of New Directors subsection under Corporate Governance.



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2021 Proxy Statement

PROXY SUMMARY
The Board continuously reviews and assesses its composition and leadership structure through its robust self-evaluation processes, identification of skills and diversity, and committee composition refreshment and does not limit its recruitment of new Directors to coincide only with vacancies created by Directors reaching the Board’s mandatory retirement age. For more information about the self-evaluation process, see the Board, Committee, and Individual Director Evaluation Program subsection under Corporate Governance.
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Audit/Accounting/Finance and Capital PlanningBanking and Financial ServicesBusiness Operations and Technology Innovation/AIContinuous ImprovementCorporate GovernanceCustomer Focus and Community EngagementEnvironmental Sustainability PracticesExecutive Compensation and BenefitsHuman Capital ManagementInformation/ Cyber SecurityRegulatory ComplianceRisk ManagementStrategic Planning and Strategy Development
8
Directors
7
Directors
9
Directors
10
Directors
10
Directors
11
Directors
8
Directors
9
Directors
12
Directors
7
Directors
9
Directors
10
Directors
12
Directors

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*Includes gender, race/ethnicity, and sexual orientation (LGBTQ+).
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm (page 28)
We are asking our shareholders to ratify the appointment of EY as our independent registered public accounting firm for 2021. Below is a summary of the amounts billed to us for services provided by EY during 2020 and 2019. For more information regarding the accounting firm and the responsibilities of our Audit Committee, see the discussion beginning on page 28.
20202019
Audit fees
$7,496,698 $7,907,534 
Audit-related fees
452,494471,812
Tax fees
32,564257,507
All other fees
01,188,024
Total fees
$7,981,756 $9,824,877 
The Board recommends you vote “FOR” this proposal.
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PROXY SUMMARY
Proposal 3 — Advisory Vote on Executive Compensation (page 32)
The CHR Committee understands and appreciates the interest our shareholders have in our executive compensation program. In acknowledgment of that interest, and because we believe it is essential to our commitment to sound governance, the CHR Committee seeks shareholder feedback regarding our overall policies and practices relating to the compensation of our NEOs. One way the CHR Committee receives shareholder feedback is through an annual, non-binding advisory “Say-on-Pay” vote.
Please review our CD&A for a description of the actions and decisions of the CHR Committee during 2020 regarding our compensation programs, as well as the accompanying compensation tables and related narrative.
Last year, shareholders approved our executive compensation program with 93.57 percent of the votes cast in favor of the proposal. The CHR Committee considers the say-on-pay voting results and other shareholder feedback when approving compensation plan design changes and pay decisions for future performance periods. The result of the shareholder vote
in 2020, as well as votes in prior years, indicates strong support among shareholders for our pay-for-performance approach. Future votes cast will be closely monitored to ensure there is continued support among our shareholders for our pay programs and decisions.
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The Board recommends you vote “FOR” this proposal.
2021 Executive Officers
Our current executive officers (each of whom is a Section 16 Executive Officer) are listed below:
Name
AgePosition
John M. Turner, Jr.*59President and Chief Executive Officer
David J. Turner, Jr.*57Chief Financial Officer
John B. Owen*60Chief Operating Officer
C. Matthew Lusco*63Chief Risk Officer
Ronald G. Smith*60Head of Corporate Banking Group
Kate R. Danella42Chief Strategy and Client Experience Officer
Amala Duggirala46Chief Operations and Technology Officer
David R. Keenan53Chief Administrative and Human Resources Officer
Scott M. Peters59Head of Consumer Banking Group
Tara A. Plimpton52Chief Legal Officer and Corporate Secretary
William D. Ritter50Head of Wealth Management Group
*Named Executive Officer
Executive Compensation
 
The following is an overview of the compensation decisions made in 2020 for our NEOs and the performance-based criteria for those decisions:
After reviewing NEO target pay levels in early 2020, the CHR Committee decided to make two base compensation changes. The CHR Committee increased Mr. J. Turner’s base salary by 2.6 percent and increased Mr. Smith’s compensation by 6 percent.
The annual short-term incentive target opportunity increased from 115 percent to 125 percent for Mr. Owen.
The CHR Committee increased the long-term incentive target for Mr. Owen by $100,000, resulting in a new long-term incentive target of $1,500,000. The CHR Committee also approved a $625,000 increase to the long-term incentive target for Mr. J. Turner, resulting in a new target of $5,000,000.
Diligent execution of our strategic plan throughout a year impacted by the COVID-19 pandemic yielded corporate performance results of 101 percent of our annual incentive target expectations. Though slightly above target, this result is lower than in previous years.
Long-term incentive grants issued for the year continue to constitute a large portion of direct compensation for our NEOs, which aligns with our philosophy to create a strong tie between NEO and shareholder financial interests through sustaining positive performance over a multi-year period. Consistent with prior grants, the long-term incentives granted in 2020 include three components that are subject to the Company meeting certain safety and soundness criteria:
1.    Performance Stock Units (“PSUs”) that do not vest for three years and for which the ultimate value and


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PROXY SUMMARY
amount are based on the achievement of certain operating goals and metrics as well as the future financial performance of our stock.
2.    Performance Cash Units (“PCUs”) that do not vest for three years and for which the ultimate value and amount are based on the achievement of certain operating goals and metrics, but because they are
denominated in cash are not influenced by stock price performance.
3.    Restricted Stock Units (“RSUs”) that do not vest for three years.
For more information on these decisions, see the CD&A section beginning on page 71.
The chart below shows the 2020 compensation mix expressed as a percentage of total direct compensation for Regions’ President and CEO, Mr. J. Turner, and for other NEOs as a group.
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2020 Compensation Overview Table
Long-Term Awards ($)
Name
Principal PositionPaid Base EarningsStock 
Awards
Non Equity
LTI Granted (Cash)
Annual
Incentive
Total
John M. Turner, Jr.President and CEO$993,558$3,333,334$1,666,666$1,827,550$7,821,108
David J. Turner, Jr.Chief Financial Officer$664,200$933,334$466,666$837,922$2,902,122
John B. OwenChief Operating Officer$700,000$1,000,000$500,000$946,750$3,146,750
C. Matthew LuscoChief Risk Officer$584,250$800,000$400,000$706,826$2,491,076
Ronald G. SmithHead of Corporate Banking Group$526,772$600,000$300,000$669,396$2,096,168
The above table illustrates how the CHR Committee viewed NEO compensation for 2020. It differs from the Summary Compensation Table required by the SEC and included in the section Compensation of Executive Officers beginning on page 95. The principal differences can be summarized as follows:
The above table summarizes the entire value of the long-term incentive grants made to NEOs in 2020 in the “Long-Term Awards” columns. The annual grant consisted of three equal parts, RSUs, PSUs, and PCUs all subject to future performance goals and/or vesting. Both the stock and non-equity (cash) portions of the 2020 grant are reflected in this table and considered 2020 compensation by the CHR Committee.
Under rules established by the SEC, the Summary Compensation Table required to be included with our CD&A reports only the portion of the long-term incentive grant delivered in the form of stock equivalents in the year granted. Cash awards from the 2020 grant will not be reflected in the Summary Compensation Table until the year they are earned, which, for 2020 grants, is December 31, 2022, to be paid in 2023. Similarly, the Summary
Compensation Table reports the value of the cash performance portion of the 2018 long-term incentive grant in the “Non-Equity Incentive Compensation” column because the performance period for that award ended as of December 2020. As described beginning on page 85, the 2018 performance grant was earned at 99 percent of target. The value of this award is not included in the table above because it is considered by the CHR Committee to be compensation awarded for 2018 although subject to future performance criteria.
The Summary Compensation Table reports the following items that are not included in the table above: change in pension value, nonqualified deferred compensation earnings, and compensation associated with perks, benefits, and other miscellaneous items which is referred to as “all other compensation” in the Summary Compensation Table.
For more detail, refer to the CD&A section.
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PROXY SUMMARY
Environmental and Social Practices (page 33)
As the events of 2020 impacted Regions and its operations, the importance of demonstrating strong social practices became even more apparent. In particular, the health, safety, and well-being of our customers, associates, and communities has been paramount over the last year.
To that end, Regions adjusted quickly and implemented many new practices to help protect the associates who worked tirelessly to keep operations running smoothly to support our customers during the pandemic. Many associates began working remotely, but those who continued working in our branches and offices were provided additional health protections and incentives. Further, following the protests and social unrest that took place over the summer, Regions took steps to unify and bring our associates together.
Although the social component of ESG became more prominent over the past year, Regions is also proud of the progress we have made on our environmental practices and disclosures. For example, last summer, we released our first integrated Annual Review & ESG Report that provides shareholders and other interested parties with a wealth of knowledge on our various ESG practices alongside vital information about our business strategy.
In addition to the Environmental and Social Practices section of this proxy, we invite stakeholders to review the the various ESG-related reports available on our website.

OUR STANDALONE ESG DISCLOSURES INCLUDE:
Annual Review & ESG ReportGRI Content IndexCDP Climate Change Questionnaire Response
SASB DisclosureEnvironmental Sustainability Policy Statement and Goals
To see the most current and historical versions of these and other disclosures, visit ir.regions.com/governance.
Corporate Governance (page 42)
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.
For example, our practices are aligned with the Investor Stewardship Group’s Corporate Governance Principles for U.S. Listed Companies. Regions is also a signatory to the Commonsense Principles 2.0. By aligning our practices with such leading 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; corporate governance shareholder engagement (including Director-shareholder engagement); Director independence; transactions with related persons; and information security, business resilience, and data privacy, among other topics, can be found in the Corporate Governance section. The 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
IndependentAdoptedNo50%72 Years
Chair of the BoardHuman Rights Statement; Supplier Code of Conduct; and Environmental Sustainability Policy Statement and GoalsDirectors or executive officers are permitted to enter into hedging agreements or pledge stockStanding Board committees chaired by womenMandatory Director retirement age (however, rare exceptions can be made in certain situations)
Rooney RuleYear-Round EngagementNo Overboarded DirectorsNCG Committee Oversight
Adopted a version for Director candidate and Section 16 Executive Officer searches, including CEO successionWith institutional shareholders, including Director-Shareholder EngagementUnder ISS’ and Glass Lewis’ Guidelines and market standardsOf the Company’s ESG-related practices and disclosures
Additional corporate governance highlights can be found in the Quick Information table.


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2021 Proxy Statement


PROPOSAL 1 — ELECTION OF DIRECTORS

What am I voting on?
You are voting on a proposal to elect 12 nominees for a one-year term as Directors of the Company.
What does the Board recommend?
The Board unanimously recommends that you vote “FOR” each nominee standing for election.
Why does the Board recommend a vote “FOR” the nominees?
Our Director nominees possess a diverse mix of backgrounds, skills, experience, and perspectives. The proxy statement includes information about each Director nominee that led the NCG Committee and our Board to determine that the nominee should serve as Director.
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. To see the voting results from last year’s Annual Meeting, see What were the voting results of the 2020 Annual Meeting? under the section Questions and Answers about the Annual Meeting and Voting & Other Information.
What is the effect of this proposal?
The current term of office of all of the Company’s Directors expires at the annual meeting. The Board proposes the 12 nominees shown be elected as Directors for a term of one year and until their successors are duly elected and qualified. Each of the 12 nominees will be elected if a majority of the votes cast at the annual meeting 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.
What if a nominee is unable or unwilling to serve?
All nominees have consented to serve for the upcoming one-year term; therefore, 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?
Our Corporate Governance Principles provide that an incumbent nominee who fails to receive a majority of the votes cast with respect to the election must submit their resignation. The NCG Committee will consider the resignation and any factors it deems relevant in deciding whether to accept the resignation and recommending to the Board the action to be taken. The Director whose resignation is under consideration must abstain from participating in any decision regarding his or her resignation.
The Board will take action within 90 days following certification of the shareholder vote unless such action would cause us to fail to comply with requirements of the NYSE or applicable 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 Director’s 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.
How often are the members elected?
The Board has determined that it is good governance for all Directors to be elected annually. We believe that annual elections keep the Directors more accountable to our shareholders.
As permitted by our By-Laws, the Board has determined that, effective as of the annual meeting, the Board will consist of 12 members to be elected for a term of one year expiring at the 2022 Annual Meeting. Any Director vacancies created between annual meetings (such as by a current Director’s death, resignation, or removal, or by an increase in the number of Directors) 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 annual meeting.
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PROPOSAL 1-ELECTION OF DIRECTORS
What is the average tenure of the Directors?
Our Directors have a variety of lengths of tenure, with the average tenure being nine years, and two-thirds of the nominees have tenure of ten or fewer years. Current tenure lengths represented on the Board are well balanced among newer, mid-tenured, and seasoned Directors. 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.
The NCG Committee believes that, over time, Directors are able to become intimately acquainted with all aspects of our business so they can better direct our course as a company.
Our longer-serving Directors have vital expertise and institutional knowledge that provide the Board with a better understanding of our business. The NCG Committee is of the opinion that this knowledge and perspective, especially when counterbalanced with fresh viewpoints of newer Directors, continues to generate long-term value for all of our stakeholders.
Notwithstanding their tenure, each Director is evaluated annually by the NCG Committee and Board to assess whether they continue to possess valuable skills, talents, and expertise necessary for the long-term success of our Company.
What criteria were considered by the NCG Committee in selecting the nominees?
The NCG Committee is charged with identifying, evaluating, and recommending to the Board individuals whom it believes are 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 pertinent issues and factors bearing on the qualifications of candidates in light of such criteria. The NCG Committee also assesses candidates for directorship in the context of the current composition of the Board and committees and Regions’ evolving needs.
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 2020, the NCG Committee did not engage a professional search firm to assist in identifying and compiling information regarding potential nominees.
Directors should have experience in positions with a high degree of responsibility, serve as leaders in the companies or institutions with which they are affiliated, and be selected based upon contributions they can make to the Board and the Company. 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. The NCG Committee strives for the Board to reflect a range of talents, ages, skills, diverse backgrounds, and expertise sufficient to provide sound and prudent guidance and oversight with respect to Regions’ operations and interests. The effectiveness of the Board’s diversity practices is assessed through the monitoring of the Board’s various levels of diversity.
Commitment to Board Diversity
The Board approved a version of the Rooney Rule in 2019 for Director candidate searches. Therefore, when searching for new candidates, the NCG Committee shall endeavor to include highly qualified candidates who reflect diverse backgrounds (including gender, race, and ethnicity) in the pool from which nominees are chosen. Further, any third-party firm or consultants used to compile a pool of candidates will be requested to include such individuals.

In addition to the items specified in the Corporate Governance Principles, the NCG Committee considers the technical and professional skills nominees have gained through their professional and leadership roles. Such skills may include, but are not limited to, those listed in the table on the following page. The NCG Committee considers a wide breadth of factors and characteristics when evaluating nominees. With respect to the 2021 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’ shareholders.
Leadership and outside board experience are two of the many qualities considered by the NCG Committee. Of the nominees standing for election who currently serve on an outside public company board, many hold a leadership role on such boards.
The NCG Committee, however, also considers the number of boards on which the candidates currently serve. The Board’s overboarding guidelines, set forth in the Corporate Governance Principles, align with those of ISS and Glass Lewis. Although the Board values the experience and knowledge gained through service on other boards, the Board also requires that its members be able to dedicate the time necessary to ensure the diligent performance of their duties on the Company’s behalf, including attending Board and committee meetings and the annual meeting.
When making its Director nominee recommendations to the Board each February, the NCG Committee carefully considers the career experiences and self-identified skills and diverse attributes of each potential nominee. These factors, along with other considerations such as the results from the self-evaluation process and independence findings, are part of the overall total mix of items evaluated by the NCG Committee and Board when making nomination determinations. For more information, see the Board, Committee, and Individual Director Evaluation Program subsection of Corporate Governance.
It is the Board’s policy that, at all times, at least a 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.


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What skills and characteristics are currently represented on the Board?
The NCG Committee determined that the below skills are inextricably linked to proper Board oversight of the Company.
The Board and Skills Composition Matrix, which follows the below chart, sets forth which Directors have self-identified as having considerable or extensive experience in each of these necessary skill areas.
Skill
Description of the Skill and Explanation of Its Importance to Our Board
Audit/Accounting/Finance and Capital Planning
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As a public company, Regions is subject to certain auditing, financial accounting, and financial reporting requirements. The Board, particularly through its Audit Committee, is responsible for reviewing Regions’ complex financial statements and disclosures, financial reporting and internal controls, and monitoring internal and external auditors. Additionally, Regions routinely enters into various forms of indebtedness and capital market transactions. The Board is responsible for reviewing the Company’s long-term capital plans for safety and soundness. Therefore, it is important for the Board to have Directors who understand auditing, financial reporting, finance, and capital allocation.
Banking and Financial Services
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The banking and financial services industry has inherent risks, challenges, and opportunities that are unique. Further, as a full-service financial holding company, we offer a wide range of products and services, some of which may be complex in nature. Experience in the financial services industry contributes to the Board's practical understanding in delivering and directing the Company's strategy. Further, Directors who understand the types of financial products and services we offer, as well as those we choose not to offer, are critical to our success.
Business Operations and Technology Innovation/Artificial Intelligence
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The banking and financial services industry is a needs-driven business, and as such, it is important that Regions be able to provide market-leading client services, transaction processing, and innovation. Our customers expect efficient, high-quality services, many of which are becoming more mobile and technology driven. When customers use our technology, it is important that we are able to appropriately gather, process, and analyze information to provide our customers with better banking solutions. Further, Regions' implementation of technology, particularly artificial intelligence, must be ethical and fair to all customers. Accordingly, it is important to have members on the Board who are knowledgeable about and possess experience in business operations and technology so that the Board can oversee our efforts to improve our processes, services, and products.
Continuous Improvement
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One of our strategic priorities is to "Continuously Improve." As part of this priority, Regions is focused on making banking easier by being responsive to customer needs; growing revenue through improved effectiveness in generating prudent, profitable, and sustainable growth; making efficiency improvements in our processes that reduce costs and drive growth; and promoting innovation throughout the Company. The Board needs Directors with an understanding of how to foster an environment of continuous improvement to assist the Company in meeting its long-term strategic goals.
Corporate Governance
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The Board is responsible for shaping the Company’s corporate governance priorities and structure, which must be transparent and responsive to our shareholders. Because corporate governance affects the fundamental operation of a company, it can have a significant impact on corporate operations. The Board must have Directors with experience in keeping up with and understanding constantly changing corporate governance expectations and practices. Having Directors with experience in corporate governance also better positions the Board to engage with shareholders on such matters.
Customer Focus and Community Engagement
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One of our Strategic Priorities is to "Focus on the Customer." Regions is committed to helping our customers and our local communities achieve their financial goals. We are focused on understanding their needs and investing our resources to help them accomplish their goals. Having individuals on our Board with experience in delivering a positive environment and engaging the community is important to Regions' success.
Environmental Sustainability Practices
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As a public company, Regions must be cognizant of current, emerging, and potential environmental risks and opportunities and how they can impact our long-term value. We are continuing to focus on operational sustainability goals, deepening our environmental and social risk management, and pursuing opportunities in sustainable finance. When considering risks and opportunities related to environmental sustainability, the Board should have Directors with experience in these practices.
Executive Compensation and Benefits
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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 shareholder interests. It is important for the Board to have Directors who understand and have experience with the various types of executive compensation and benefits structures that may be employed to achieve this balance.
Human Capital Management
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One of our Strategic Priorities is to "Build the Best Team." Talent management is important at all levels of an organization, but it is particularly critical with respect to succession planning and culture. Having human capital management and talent management experience represented on the Board is important to ensuring smooth transitions and appropriate succession planning, as well as fostering a productive and safe culture and working environment. This expertise also covers risks and opportunities associated with corporate culture, diversity and inclusion, as well as associate well-being and engagement, all areas that are drivers of long-term value.
Information/Cyber Security
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As a financial institution, we are trusted with sensitive nonpublic information, which we are expected to protect. The safekeeping of our customer, associate, and Company data is of paramount importance. Moreover, financial institutions are increasingly dependent on information technology and telecommunications to deliver services to consumers and businesses every day. Therefore, the Board should be comprised of some Directors with experience in implementing, establishing, or overseeing information/cyber security systems and protocols.
Regulatory Compliance
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The banking and financial services industry is highly regulated. Regions is subject to the oversight of both federal and state regulators, including the Alabama State Banking Department, the Federal Reserve, the Federal Deposit Insurance Corporation, the SEC, the Consumer Financial Protection Bureau, and the Financial Industry Regulatory Authority. Having Directors with experience in understanding the regulations promulgated by these authorities and how to effectively communicate with our regulators is critical to the Company.
Risk Management
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One of our Strategic Priorities is to "Enhance Risk Management." Robust risk management is a critical aspect of operating within the financial sector and is embedded throughout our strategic plan. Having Directors with experience in overseeing risk management matters strengthens the Board's oversight of the risks facing Regions. The Board, therefore, must include Directors who are very familiar with risk management processes.
Strategic Planning and Strategy Development
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Directors who understand how to strategically plan for the future of the Company, in both the short- and long-term, are better able to oversee and advise management with respect to the formulation and execution of the Company’s strategic planning and its connection to long-term value.

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PROPOSAL 1-ELECTION OF DIRECTORS
Board Skills and Composition Matrix. The following matrix sets forth, for each Director nominee, the skills they bring to the Board; their age and Board tenure; the number of public company boards on which they serve; their independence; and other qualities and experiences that contribute to diverse perspectives. The skills and diverse characteristics were self-identified by each Director as part of the 2020 year-end Director questionnaires.
Director
Skills*
Age
Tenure
No. of
Public Boards
IndependentPrimary Industry ExpertiseRace/Ethnic
Diverse
Gender DiverseLGBTQ+Non-US BornMulti-lingual
Byrd
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72112üFinancial Services
ü1
ü3
DeFosset
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72164üManufacturing
Di Piazza
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7054üAccounting
Golodryga
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6521üOil & Gas
ü3
ü4
ü7
Johns
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69103üInsurance
Marshall
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66103üFinancial Services
ü3
ü
McCrary
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69201üEnergy
Prokopanko
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6753üChemicals
ü5
Styslinger
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60183üManufacturing and Transportation
ü8
Suquet
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6441üInsurance
ü2
ü6
ü8
Turner
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5931CEOFinancial Services
Vines
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5531üHealthcare and Insurance
ü1
Average/
Total
66911
(92%)
3
(25%)
3
(25%)
1
(8%)
3
(25%)
3
(25%)
* Skills are based on information provided as part of 2020 year-end Director questionnaires and represent the number of our Director nominees with considerable or extensive experience in areas that are critical to Regions’ operations, which are discussed in more detail in the previous chart.
See the subsection Why did the Board provide exceptions to the mandatory retirement age? for more information.
Includes Regions’ Board.
1 African-American; 2 Cuban-American; 3 Female; 4 Former Soviet Union (now Moldova); 5 Canada; 6 Cuba; 7 Russian and Ukrainian; 8 Spanish.
In addition to the composition factors listed above, other characteristics incorporated into the Director questionnaires included veteran status and whether any nominees self-identified as non-binary. None of the Directors self-identified as either of these.


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Personal attributes. Additionally, the following are some of the personal attributes that each nominee is expected to possess. The biographies that follow provide additional information about each Director nominee’s experiences, qualifications, and skills that demonstrate these attributes:
AttributeDescription
CommitmentThe ability to commit the time necessary to function as an effective Director by attending on-site meetings in person.
Constructive QuestionerThe preparedness to ask questions and challenge management and peer Directors in a constructive and appropriate way.
Contributor and Team PlayerThe 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 ThinkerThe 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 LiterateThe ability to read and understand fundamental financial statements and make appropriate decisions.
Influencer and NegotiatorThe 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
The ability to:
appropriately represent Regions;
set appropriate Board and organizational culture; and
make and take responsibility for decisions and actions.
UnbiasedThe ability to represent all shareholders and not a particular interest group.

Who are this year’s nominees?
All of the 12 nominees being voted upon at the annual meeting are standing for re-election.
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 they now hold and have held within at least the last five years with corporations subject to the registration or reporting requirements of the Exchange Act or registered under the Investment Company Act of 1940.
The Directors also serve as the board members of Regions Bank, an Alabama state-chartered commercial bank and wholly-owned subsidiary of Regions.
A shareholder who wishes to recommend a candidate for consideration by the NCG Committee may do so at any time. For more information, see the Questions and Answers about the Annual Meeting and Voting & Other Information section.
On July 1, 2004, Regions became the successor by merger to Union Planters Corporation and the former Regions Financial Corporation. One of our current Directors was previously a member of the board of directors of the former Regions Financial Corporation. On November 4, 2006, AmSouth Bancorporation was merged with and into Regions. Two of our current Directors were previously members of the board of directors of AmSouth.
The Board believes that each of the 12 nominees is well qualified to serve as a Director on Regions’ Board.
Each nominee’s key experiences, qualifications, attributes, or skills that led the Board to conclude that they should serve as a Director are described in the following biographies.
There are no family relationships among our Directors and executive officers.
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PROPOSAL 1-ELECTION OF DIRECTORS
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Carolyn H. Byrd
Independent
Director Since:  2010
Age:  72
 
Regions Committees
Audit Committee (Chair; Audit Committee Financial Expert)
Executive Committee

Top 5 Skills Brought to Our Board
Key Experience and Qualifications
Formed GlobalTech Financial, LLC, a private company specializing in business process outsourcing and financial consulting, in 2000 and has since served as its Chairman and CEO
Prior to forming GlobalTech, 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
Served as a Senior Account Officer at Citibank, N.A. prior to joining Coca-Cola
Throughout her career, held many positions in which she was responsible for key managerial, strategic, financial, and operational decisions and has served on the boards of directors of a variety of large public companies

Education
Bachelor’s degree (Economics and Business Administration), Fisk University
Master’s degree (Finance and Business Administration), University of Chicago Graduate School of Business

Honors and Recognition
2018 Most Influential Corporate Directors, WomenInc.

Other Public Directorships and Board Leadership/Committee Assignments
American Virtual Cloud Technologies, Inc.: Audit Committee

Former Public Directorships Held During Past Five Years
Federal Home Loan Mortgage Corporation (“Freddie Mac”)
Popeyes Louisiana Kitchen, Inc.
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Don DeFosset
Independent
Director Since:  2005
Age:  72
 
Regions Committees
CHR Committee (Chair)
NCG Committee
Executive Committee

Top 5 Skills Brought to Our Board
Key Experience and Qualifications
Retired as Chairman, President, and CEO of Walter Industries, Inc., which during his time of service was a diversified public company with businesses in water infrastructure products, metallurgical coal and natural gas, home building, and mortgage financing
Throughout his career, held significant leadership positions in major multinational corporations, including Dura Automotive Systems, Inc., Navistar International Corporation, and AlliedSignal, Inc.
Brings extensive management, business, and mortgage experience, as well as a deep understanding of complex issues concerning public companies
Service on the boards of directors of a variety of large public companies further augments his experience

Education
Bachelor’s degree (Industrial Engineering), Purdue University
Master of Business Administration degree, Harvard University

Other Public Directorships and Board Leadership/Committee Assignments
ITT Corporation: Audit Committee; Nominating and Governance Committee (Chair)
National Retail Properties: Non-Executive Chair of the Board
Terex Corporation: Compensation Committee (Chair); Governance and Nominating Committee
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Samuel A.
Di Piazza, Jr.
 
Independent
Director Since:  2016
Age:  70
 
Regions Committees
Audit Committee (Audit Committee Financial Expert)
CHR Committee



Top 5 Skills Brought to Our Board
Key Experience and Qualifications
Retired from Citigroup, Inc., where he served as Vice Chairman of the Global Corporate and Investment Bank
Prior to joining Citigroup, 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 and ultimately served as Global CEO of PricewaterhouseCoopers from 2002 to 2009
Possesses extensive audit and tax experience, leadership experience in civic and not-for-profit organizations, including sustainable development organizations, as well as many years in the banking industry
Extremely active in and serves on the boards of various nonprofit and professional organizations, including the Mayo Clinic and the National September 11th Memorial and Museum
Previously served as Trustee of both the Financial Accounting Foundation and the International Accounting Standards Committee Foundation and is a former director on the UN Global Compact Board and former Chairman of the World Business Council for Sustainable Development
Education
Bachelor’s degree (Accounting and Economics), University of Alabama
Master of Tax Accounting degree, University of Houston
Honors and Recognition
Accountant of the Year, Beta Alpha Psi Society
Ellis Island Medal of Honor
INROADS Leadership Award
Co-Author, Building Public Trust: The Future of Corporate Reporting
Other Public Directorships and Board Leadership/Committee Assignments
AT&T Inc.: Audit Committee (Chair); Executive Committee; Public Policy and Corporate Reputation Committee
Jones Lang LaSalle Incorporated: Compensation Committee; Nominating and Governance Committee
ProAssurance Corporation: Audit Committee (Chair)
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Zhanna Golodryga
 
Independent
Director Since:  2019
Age:  65
 
Regions Committees
CHR Committee
Risk Committee

Top 5 Skills Brought to Our Board
Key Experience and Qualifications
Currently serves as the Senior Vice President and Chief Digital and Administrative Officer at Phillips 66, a diversified energy manufacturing and logistics company, and is responsible for driving digital change by developing and executing digital and technology strategies
Prior to joining Phillips 66, served as Chief Information Officer and Senior Vice President, Services at Hess Corporation, with responsibility for managing the company’s service organizations, including global supply chain, global business transformation program, and global office services, as well as information management, enterprise architecture, infrastructure, and cybersecurity across the business
Also previously served as Chief Information Officer at BHP Billiton Petroleum, Vice President of Information Technology at TeleCheck International, Manager of Information Systems at Baker Hughes, IT Services Manager at Marathon Oil, and Systems Analyst at 3D/International
Has over 30 years of experience in the energy industry and the information technology field
Serves on the board of the Memorial Hermann Foundation

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

Honors and Recognition
50 Most Powerful Women in Oil and Gas, National Diversity Council
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PROPOSAL 1-ELECTION OF DIRECTORS
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John D. Johns
 
Independent
Director Since:  2011
Age:  69
 
Regions Committees
Risk Committee (Chair; Risk Management Expert)
Executive Committee

Top 5 Skills Brought to Our Board
Key Experience and Qualifications
From 2018 through June 2020, served as Chairman of DLI North America Inc., the North American regional headquarters for Dai-ichi Life Holdings
Until November 2019, served as Executive Chairman and Director at Protective Life Corporation, which in February 2015 became a wholly-owned subsidiary of Dai-ichi Life Insurance Company, Limited, a holding company with subsidiaries that provide insurance and other financial services
From 2003 until July 1, 2017, served as the Chairman and CEO of Protective
Prior to joining Protective in 1993, served as General Counsel at Sonat, Inc.
A founding partner of the Birmingham-based law firm of Maynard, Cooper & Gale, P.C.
Gained considerable experience as a senior executive of a large insurance corporation; extensive exposure to complex financial issues at large public companies; leadership in other business, economic development, civic, educational, and not-for-profit organizations

Education
Bachelor’s degree (Psychology), University of Alabama
Master of Business Administration and Juris Doctor degrees, Harvard University

Honors and Recognition
2017 Inductee, Alabama Business Hall of Fame
Alabama Academy of Honor

Other Public Directorships and Board Leadership/Committee Assignments
Genuine Parts Company: Lead Independent Director; Compensation, Nominating and Governance Committee (Chair); Executive Committee
Southern Company: Compensation and Management Succession Committee (Chair); Finance Committee
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Ruth Ann Marshall
 
Independent
Director Since:  2011
Age:  66
 
Regions Committees
CHR Committee
NCG Committee (Chair)
Executive Committee

Top 5 Skills Brought to Our Board
Key Experience and Qualifications
From 2004 until retiring in 2006, served as President of The Americas, MasterCard International, Inc.
Previously served as President, MasterCard North America from 1999 to 2004 where she was responsible for building all aspects of MasterCard’s issuance and acceptance business in the United States, Canada, Latin America, and the Caribbean
Prior to joining MasterCard in 1999, served as Group Executive President of two electronic payment service companies, MAC Regional Network and Buypass Corporation, and upon acquisition of these companies by Concord EFS, became Senior Executive Vice President of the combined companies, where she oversaw marketing, account management, customer service, and product development
Started her career at IBM, where, for more than 18 years, she served in managerial and executive positions
Has broad marketing, account management, customer service, and product development experience, as well as significant domestic and international experience in growing business

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

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

Other Public Directorships and Board Leadership/Committee Assignments
ConAgra Brands, Inc.: Executive Committee; Human Resources Committee (Chair); Nominating and Corporate Governance Committee
Global Payments Inc.: Governance and Nominating Committee; Technology Committee
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Charles D. McCrary
 
Independent
Director Since:  2001
Age:  69
 
Regions Committees
Executive Committee (Chair)

Top 5 Skills Brought to Our Board
                               Independent Chair of the Board

Key Experience and Qualifications
From 2001 through February 2014, served as the President and CEO of Alabama Power Company, a public utility company
Also served as Chairman of Alabama Power Company until May 2014
Career spanning more than 40 years, over which he held various positions of increased responsibility within both Alabama Power and its parent company, Southern Company
Has served as the Board’s Independent Chair since the beginning of 2019 and previously served as its Lead Independent Director and as the NCG Committee’s Chair
Serves as a director of the privately-held Great Southern Wood Holdings, Inc.
Brings understanding of issues that are unique to companies operating in highly regulated industries

Education
Bachelor’s degree (Engineering), Auburn University
Juris Doctor degree, Birmingham School of Law

Honors and Recognition
2020 NACD Directorship 100
2018 Inductee, Alabama Business Hall of Fame

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James T. 
Prokopanko
 
Independent
Director Since:  2016
Age:  67
 
Regions Committees
NCG Committee
Risk Committee


Top 5 Skills Brought to Our Board
Key Experience and Qualifications
Served as President and CEO of The Mosaic Company, one of the world’s leading producers and marketers of concentrated phosphate and potash crop nutrients, from 2007 through 2015 and then as Senior Advisor until his retirement in January 2016
From 2006 through 2007, served as Executive Vice President and Chief Operating Officer of The Mosaic Company
Prior to joining The Mosaic Company, held various senior leadership positions at Cargill, Inc. from 1999 through 2006
Decade-long career at The Mosaic Company and previous service as lead director at Vulcan Materials Company have provided him with an in-depth knowledge of environmental risk management in regulated industries
Education
Bachelor’s degree (Computer Science), University of Manitoba
Master of Business Administration degree, Ivey Business School at the University of Western Ontario
Honors and Recognition
2015 Corporate Responsibility Lifetime Achievement Award, Corporate Responsibility Magazine
2013 Excellence Award, Center of Excellence in Corporate Philanthropy
Co-authored the article “Sustainability as a Compass for Leadership,” which appeared in the November 2017 edition of Supply Chain Management Review
Other Public Directorships and Board Leadership/Committee Assignments
Vulcan Materials Company: Compensation Committee; Governance Committee
Xcel Energy Inc.: Governance, Compensation and Nominating Committee (Chair); Operations, Nuclear, Environmental and Safety Committee
Former Public Directorships Held During the Past Five Years
The Mosaic Company

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PROPOSAL 1-ELECTION OF DIRECTORS
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 Lee J. Styslinger III
 
Independent
Director Since:  2003
Age:  60
 
Regions Committees
NCG Committee
Risk Committee

Top 5 Skills Brought to Our Board
 Key Experience and Qualifications
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 in over 100 countries throughout the world
Actively serves on the boards of many educational, civic, and leadership organizations
Brings a wealth of management and business experience derived from running a large company in today’s global market

Education
Bachelor’s degree (Political Science), Northwestern University
Master of Business Administration degree, Harvard University

Honors and Recognition
Appointed to the President’s Export Council, advising the President of the United States on international trade policy, from 2006-2008
Served on the President’s Manufacturing Council in 2017
Appointed to the President’s Advisory Committee for Trade Policy and Negotiations established by the U.S. Trade Representative
Appointed to the "Great American Economic Revival" advisory counsel by the President in 2020

Other Public Directorships and Board Leadership/Committee Assignments
Vulcan Materials Company: Compensation Committee; Executive Committee; Safety, Health & Environmental Affairs Committee (Chair)
Workday, Inc.: Audit Committee
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 José S. Suquet
 
Independent
Director Since:  2017
Age:  64
 
Regions Committees
Audit Committee (Audit Committee Financial Expert)
Risk Committee (Risk Management Expert)

Top 5 Skills Brought to Our Board
Key Experience and Qualifications
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 and whose flagship member is New Orleans-based Pan-American Life Insurance Company
Prior to joining PALIG, held senior management posts in the insurance industry for more than three decades, including serving as Senior Executive Vice President and Chief Distribution Officer of AXA Financial
In December 2016, completed his term as a member of the board of directors of the Federal Reserve Bank of Atlanta, for which he served as Chairman of the Retail Payments Office Oversight Committee
Previously served on the board for the Federal Reserve Bank of Atlanta, New Orleans Branch
Director at the privately-held Ochsner Health System, Louisiana’s largest nonprofit, academic healthcare system, where he serves on the Compensation Committee and the Audit and Oversight Committee
Completed his second and final term on the board of directors of The American Council of Life Insurers in 2019
Brings a strong background in enterprise risk management and a commitment to innovation and operational excellence
His dedication to the United States’ Hispanic community, as well as to the pursuit of product innovation and sales force expansion, have positioned PALIG as the company that Hispanics throughout the Americas rely on to protect their financial security and well-being
Involved in various professional and industry associations
Education
Bachelor’s degree, Fordham University
Master of Business Administration degree, University of Miami
Honors and Recognition
Included in the Latinos on Boards feature of Latino Leaders magazine for 2018 through 2020
Board Leadership Fellow for NACD
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Audit/Accounting/Finance and Capital PlanningBanking and Financial ServicesBusiness Operations and Technology Innovation/AIContinuous ImprovementCorporate GovernanceCustomer Focus and Community EngagementEnvironmental Sustainability PracticesExecutive Compensation and BenefitsHuman Capital ManagementInformation/ Cyber SecurityRegulatory ComplianceRisk ManagementStrategic Planning and Strategy Development


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2021 Proxy Statement

PROPOSAL 1-ELECTION OF DIRECTORS
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 John M. Turner, Jr.
 
Management
Director Since:  2018
Age:  59
 
Regions Committees
Executive Committee



Top 5 Skills Brought to Our Board
                          President and Chief Executive Officer

Key Experience and Qualifications
Currently serves as the President, CEO and Director of Regions Financial Corporation and Regions Bank, a wholly-owned subsidiary of the Company, and leads the Company’s Management Policymaking Committee and Executive Leadership Team
Named President in December 2017 and then CEO in July 2018
Before being named President, served as Head of the Corporate Bank, a role he took on in 2014
Joined Regions in 2011 as President of the South Region, leading banking operations in Alabama, Mississippi, South Louisiana and the Florida Panhandle
Before joining Regions, he was named president of Whitney National Bank and Whitney Holding Corporation in 2008 and was elected to the bank’s and holding company’s boards of directors
Before that, was responsible for all geographic line banking functions across Whitney and served as its Eastern Region President
Joined Whitney in 1994 as its Alabama Regional President after nine years at AmSouth Bank, where he held senior consumer, commercial and business positions
Serves on the Business Council of Alabama, Birmingham Business Alliance, Economic Development Partnership of Alabama, A Plus Education Foundation, United Way of Central Alabama, and Infirmary Health System boards. Mr. Turner is a former chairman of the Mobile Area Chamber of Commerce, the Mobile Area Education Foundation and the United Way of Southwest Alabama and is a former board member of Leadership Mobile

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

Honors and Recognition
Graduate, Leadership Alabama
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Timothy Vines
 
Independent
Director Since:  2018
Age:  55
 
Regions Committees
Audit Committee (Audit Committee Financial Expert)
CHR Committee

Top 5 Skills Brought to Our Board
Key Experience and Qualifications
Currently serves as the President, CEO, and director of Blue Cross and Blue Shield of Alabama (“BCBSAL”), a not-for-profit, independent licensee of the Blue Cross and Blue Shield Association and the largest provider of healthcare benefits in Alabama
Served as BCBSAL’s President and Chief Operating Officer from November 2017 through March 2018 before being named its President and CEO in April 2018
Held BCBSAL’s Executive Vice President position from March through November of 2017
Served as BCBSAL’s Chief Administrative Officer from August 2012 through March 2017
Serves as Vice Chair and on the Finance Committee and Governance Committee of the Board of Prime Therapeutics LLC, a pharmacy benefit management company owned jointly by several Blue Cross Blue Shield plans, including BCBSAL
Worked in banking for over five years after graduating college
Remains very active in the community through his involvement with multiple nonprofit and charitable organizations, including service on the boards of the American Red Cross, the Birmingham Business Alliance, Leadership Birmingham, Economic Development Partnership of Alabama, Mercy Deliverance Ministries, and American Character Builders
Serves as immediate past chair of the board of trustees at Samford University in Birmingham, Alabama
Possesses an extensive understanding of operating a large company within a highly regulated industry

Education
Bachelor’s degree (Finance), Auburn University

Honors and Recognition
Coronavirus (COVID-19) Task Force for Alabama
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Audit/Accounting/Finance and Capital PlanningBanking and Financial ServicesBusiness Operations and Technology Innovation/AIContinuous ImprovementCorporate GovernanceCustomer Focus and Community EngagementEnvironmental Sustainability PracticesExecutive Compensation and BenefitsHuman Capital ManagementInformation/ Cyber SecurityRegulatory ComplianceRisk ManagementStrategic Planning and Strategy Development
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2021 Proxy Statement
25

PROPOSAL 1-ELECTION OF DIRECTORS
Why did the Board provide exceptions to the mandatory retirement age?
The COVID-19 pandemic impacted Regions’ operations, as it did with most other companies, during 2020. As the effects of the pandemic lingered into 2021, the Board determined that stakeholders would benefit from the continued service of Directors Byrd and DeFosset despite both reaching the mandatory retirement age of 72. Their continued service on the Board provides stability during a time of continuing uncertainty. Further, the Board and our stakeholders will benefit from their ongoing dedication to and oversight of the Company. And the institutional knowledge they have garnered during their tenure will be valuable as the Company navigates the next year. Therefore, the Board, as part of its nomination determinations in February this year, provided a one-year exception to the mandatory retirement age to Directors Byrd and DeFosset.
Under the Company’s Corporate Governance Principles, exceptions to the mandatory retirement age should be rare and only occur when certain situations so warrant. It is for this reason that the Board did not make this decision lightly. Only after appropriate deliberation and discussion to determine that providing exceptions to the mandatory retirement age would best position the Board to continue overseeing the Company’s purpose of creating shared value for all stakeholders throughout 2021 did the Board take such actions.
Directors Byrd and DeFosset are well-equipped to assist the Board in carrying out its strategic and oversight responsibilities over the coming year.
How are Directors compensated?
Our Director Compensation Program for independent Directors is designed to:
Pay Directors fairly for the work required at a company of Regions’ size and scope;
Align Directors’ interests with the long-term interests of our shareholders; and
Be simple, transparent, and easy for shareholders to understand.
The CHR Committee, in conjunction with its independent compensation consultant, periodically reviews the compensation of the non-management Directors and recommends any changes to the Board. After completing its review in April 2020, the CHR Committee determined the existing Director Compensation Program remained competitive, fair, and aligned with the long-term interests of our shareholders. As a result, the CHR Committee made no recommendations for changes. The following table describes the components of the 2020 Director Compensation Program.
Compensation Element
Compensation Amount
Annual Cash Retainer$100,000, which may be deferred, at the Director’s option
Annual Equity Retainer$120,000 in restricted stock units granted three business days following the annual shareholder meeting and becoming vested at the next annual shareholder meeting; the receipt of which may be deferred, at the Director’s option
Additional Annual Fee for Independent Non-Executive Chair of the Board
$150,000, paid as follows:
$50,000 cash, which may be deferred, at the Chair’s option;
$100,000 equity in the form of restricted stock units granted three business days following the annual shareholder meeting and becoming vested at the next annual shareholder meeting, the receipt of which may be deferred, at the Chair’s option
Additional Annual Fee for Committee Chairs$30,000 — Audit Committee
$25,000 — CHR Committee
$25,000 — NCG Committee
$30,000 — Risk Committee
$10,000 — Special Committees, as applicable
Additional Annual Fee for Audit Committee members (exclusive of the Audit Committee Chair)$10,000
Additional Annual Fee for Special Committee
Members, as applicable
$10,000
How the DDIP works. Under the DDIP, a non-management Director may voluntarily elect to defer some or all of their cash compensation. The cash compensation is deferred until the time of payment elected by the Director or earlier in the event of certain other distribution events described in the plan. Most Directors have elected to defer receipt of all or a portion of their cash compensation.
Prior to 2021, deferred amounts were held in a bookkeeping account that was credited with notional shares of Regions common stock, and any dividends paid on common stock were credited to the account as additional notional shares of common stock. Then at the end of the deferral period, the Director’s account was settled in shares of common stock, plus cash for any fractional share.
Beginning in 2021, a Director may elect to have deferred amounts notionally invested in investments similar to those available to participants in the Non-Qualified Excess 401(k) Plan (formerly named the Supplemental 401(k) Plan), in addition to Regions common stock. Any earnings and losses attributable to the underlying notional investments will be credited to the Director’s account. Then at the end of the deferral period, the Director’s account, including amounts deferred before 2021, will be settled in cash rather than shares of common stock. Given the expansion of the notional investments available for Directors to elect under the DDIP, the plan’s name was changed from the Regions Financial Corporation Directors’ Deferred Stock Investment Plan to the Regions Financial Corporation Directors’ Deferred Investment Plan effective 2021.


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2021 Proxy Statement

PROPOSAL 1-ELECTION OF DIRECTORS
How restricted stock units work. Starting in 2019, the Annual Equity Retainer is paid in RSUs as opposed to restricted stock. Directors have the option to defer receipt of their RSUs in the Directors’ Deferred Restricted Stock Unit Plan (the “Deferred RSU Plan”). If a Director makes a timely election under the Deferred RSU Plan, their RSUs will be notionally credited to an account in the Director’s name. Dividend equivalents, if any, also are notionally credited to the Director’s account as of the date any cash dividends are paid with respect to the common stock underlying the RSUs. The deferred RSUs then will be paid in shares of common stock on a date designated by the Director, which may be the date they terminate service as a Director or an anniversary of the date on which the RSUs were granted (but no later than the tenth anniversary of the grant date). Payment of the deferred RSUs are accelerated in the
event of a Director’s death or a change in control of the Company.
How the Regions Matching Gifts Program works for Directors. Directors, as well as members of the Company’s Executive Leadership Team, are eligible to participate in our Matching Gifts Program. Under this program, Regions will match, dollar for dollar, gifts of $50 or more, up to a total of $5,000 per year. Regions will match gifts to eligible tax-exempt organizations that must have a primary mission that clearly fits one of these six categories: education and workforce readiness; economic and community development; financial wellness; arts and culture; service members/veterans organizations; and individuals with disabilities.
Compensation paid in 2020 to Directors. The following table contains information about the compensation paid to the independent Directors who served during 2020:
Name
Fees Earned or
Paid in Cash
($)
Stock
Awards
($) (1)
All Other
Compensation
($) (2)
Total
($)
Carolyn H. Byrd
130,000119,996249,996
Don DeFosset
125,000119,996244,996
Samuel A. Di Piazza, Jr.
110,000119,9965,000234,996
Eric C. Fast*60,0002,50062,500
Zhanna Golodryga
100,000119,996219,996
John D. Johns
130,000119,996249,996
Charles D. McCrary
155,000119,996274,996
Ruth Ann Marshall
130,000119,996249,996
James T. Prokopanko
100,000119,996219,996
Lee J. Styslinger III
100,000119,996219,996
José S. Suquet
110,000119,996229,996
Timothy Vines
110,000119,996229,996
*    Director Fast retired from the Board during 2020.
(1)    The amounts presented in this column represent the grant date fair value of the 2020 restricted stock unit award made to all non-management Directors in service on April 27, 2020. The grant date fair value of the restricted stock units awarded April 27, 2020, was $10.48 per share. All restricted stock units awarded April 27, 2020 are scheduled to vest in one lump sum on the date of the 2021 Annual Meeting.     
(2)    The amounts presented in this column reflect matching charitable gifts made through the Regions Matching Gifts Program. Regions matches Directors’ gifts up to $5,000 to qualifying organizations under this Program.

The table below sets forth those independent Directors who served during 2020 and who had stock options or RSUs outstanding as of December 31, 2020, and the number outstanding as of that date.
Name
Outstanding
Stock Options
(#)
Outstanding
Restricted Stock Units
(#) (1)
Carolyn H. Byrd
20,019
Don DeFosset
11,773
Samuel A. Di Piazza, Jr.
20,019
Eric C. Fast
Zhanna Golodryga
11,773
John D. Johns
20,019
Charles D. McCrary
20,019
Ruth Ann Marshall
20,019
James T. Prokopanko
20,019
Lee J. Styslinger III
20,019
José S. Suquet
20,019
Timothy Vines
20,019
(1)    The amounts presented in this column represent outstanding restricted stock units and dividend equivalents, if any, that have been notionally credited to the Director’s account as of the date any cash dividends were paid with respect to the common stock underlying the restricted stock units.
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2021 Proxy Statement
27


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 EY as our independent registered public accounting firm for the year 2021. The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm (that is, the independent auditor) retained by Regions to audit the Company’s financial statements and internal controls over financial reporting.
Shareholders are being asked to ratify the appointment of EY to serve as the Company’s independent auditor for the fiscal year ending December 31, 2021. Although the Audit Committee has the sole authority to appoint the independent auditor, as a matter of good corporate governance, the Board submits its selection of the independent auditor to our shareholders for ratification.
What does the Board recommend?
The Board unanimously recommends that you vote “FOR” this proposal.
Why does the Board recommend a vote “FOR” this proposal?
Based on the evaluation and considerations set forth below, the Audit Committee and the Board believe that the continued retention of EY to serve as Regions’ independent auditor is in the best interest of Regions and its shareholders.
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 have no effect on the vote results. To see the voting results from last year’s annual meeting, see What were the voting results of the 2020 Annual Meeting? under the section Questions and Answers about the Annual Meeting and Voting & Other Information.
What is the effect of this proposal?
The Audit Committee has appointed EY as Regions’ independent registered public accounting firm for the 2021 fiscal year. In the event our shareholders do not ratify the appointment, it is anticipated that no change in auditor would be made for the current year because of the difficulty and expense of making such a change. The vote results would, however, be considered in connection with the appointment of our independent auditor for 2022.
How does the Audit Committee evaluate and select the independent auditor?
The Audit Committee annually evaluates the performance of the Company’s independent auditor and determines whether to reengage the current independent auditor or consider other audit firms.
Factors considered by the Audit Committee in its 2020 annual evaluation included:
EY’s qualifications; the quality and efficiency of services provided, including industry-specific knowledge and technical expertise; recent results of EY’s commitment to audit quality.
EY’s independence, objectivity, and ability to communicate with the Audit Committee and key management stakeholders in a transparent, timely, and effective manner. See independence controls discussed in the subsection How is Regions assured that EY remains independent?
Appropriateness of audit fees for audit and non-audit services, both on an absolute basis and as compared to peers.
Recent results of inspection reports on the firm and EY’s Peer Review Report on the Firm’s System of Quality Control.
Known legal risks and any significant legal or regulatory proceedings.
Assessment of past performance of both the lead audit partner and the audit engagement team.
Tenure of the firm engaged, the benefits and drawbacks of longer tenure, the required rotation of the lead partner and engagement partner, and the impact of changing auditors.


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2021 Proxy Statement

PROPOSAL 2-RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Some of the strengths highlighted in the most recent evaluation include: (i) significant lead audit partner involvement; (ii) audit partners’ deep knowledge of Regions’ business processes, resulting in effective leverage of Regions’ control processes and documentation; and (iii) consistently bringing subject matter experts to bear, as necessary.
What services are provided by EY?
The Audit Committee is responsible for the appointment, compensation (including fee negotiations), and oversight of the independent auditor. The Audit Committee has engaged EY to provide audit, tax, and regulatory compliance advisory services. The Audit Committee carefully considered and determined that Regions’ engagement of EY for tax and regulatory compliance advisory services does not impair EY’s independence.
How much did EY bill Regions for 2020 and 2019?
The aggregate fees billed to Regions by EY for services provided in each of 2020 and 2019 are set forth in the following table:
20202019
Audit Fees (1)
$7,496,698 $7,907,534 
Audit-Related Fees (2)
452,494471,812
Tax Fees (3)
32,564257,507
All Other Fees (4)
01,188,024
Total Fees
$7,981,756 $9,824,877 
(1)    “Audit fees” include fees associated with the annual audit of Regions’ consolidated financial statements included in the Annual Report on Form 10-K and internal control over financial reporting, review 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.
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 described in Section 10A(i)(1)(B) of the Exchange Act, for non-audit services on a case-by-case basis. The Audit Committee has delegated to its Chair the authority to pre-approve audit and permissible non-audit services. Any such pre-approval of audit or permissible 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 2020 all audit and permissible non-audit services provided by EY were pre-approved or ratified by the Audit Committee.
Will a representative of EY be present at the annual meeting?
EY served as Regions’ independent auditor for the year ended December 31, 2020, and a representative of the firm will be present at the annual meeting to make a statement if they so desire and to respond to appropriate questions from shareholders.
How long has EY been Regions’ independent auditor?
EY (or its predecessors) has served as Regions’ independent auditor since 1971. Serving as Regions’ independent auditor for an extended period has allowed EY to obtain extensive institutional knowledge and understanding of the Company’s accounting policies and practices and internal control over financial reporting.
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 PCAOB.
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2021 Proxy Statement
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PROPOSAL 2-RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
How is Regions assured that EY remains independent?
The Audit Committee recognizes the importance of maintaining the independence of Regions’ external auditor, both in fact and in appearance. Consistent with SEC and PCAOB requirements regarding auditor independence, the Audit Committee has responsibility for appointing, setting the compensation for, and overseeing the work of EY.
Audit Committee Oversight. The Audit Committee’s oversight of the independent auditor includes regular meetings with EY, with and without management present. The Audit Committee reviews and tracks progress and performance against EY’s annual commitment letter and oversees the annual evaluation of the independent auditor to determine whether reappointment is appropriate. In addition, the Audit Committee and its Chair are directly involved in the rigorous process of selecting new lead audit partners, which occurred most recently in 2018.
Limits on Non-Audit Services. The Audit Committee must pre-approve all non-audit services. Permissible services are determined in accordance with SEC pre-approval and PCAOB rules.
EY’s Internal Independence Process. EY conducts periodic internal reviews of its audit and other work, assesses the adequacy of partners and other personnel working on the Company’s account, and rotates the lead assurance engagement partner at least every five years to provide a fresh perspective and to comply with regulatory requirements. The next lead audit partner rotation is scheduled for 2023.
Strong Regulatory Framework. EY, as an independent registered public accounting firm, is subject to PCAOB inspections and oversight, Peer Review Report on the Firm’s System of Quality Control, and SEC oversight.
Hiring Restrictions. To avoid potential conflicts of interest, the Audit Committee has adopted restrictions on our hiring of any EY employee or former employee of EY if such hiring would jeopardize EY’s independence.



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2021 Proxy Statement


AUDIT COMMITTEE REPORT

Roles and Responsibilities. Regions, acting through its management and Board, has the primary responsibility for the financial statements and the reporting process, including the systems of internal accounting controls. Ernst & Young LLP, independent auditors engaged by Regions, are responsible for planning and conducting the annual audit, for expressing an opinion on the conformity of Regions’ audited financial statements with GAAP and for annually auditing the effectiveness of Regions’ internal controls over financial reporting.
The Audit Committee, comprised of independent Directors, oversees Regions’ financial reporting process on behalf of the Board. More specifically, the Audit Committee is appointed by the Board to assist and advise the Board in monitoring:
(a)    the integrity of the Company’s financial statements and the financial reporting process, including matters relating to internal accounting and financial controls;
(b)    the independent auditor’s qualifications and independence;
(c)    the performance of the Company’s internal audit function and independent auditor; and
(d)    the Company’s compliance with legal and regulatory requirements.
The Audit Committee itself does not prepare financial statements or perform audits. Additionally, the members of the Audit Committee are not the auditors or certifiers of Regions’ financial statements. The functions of the committee are described in greater detail in the Audit Committee Charter, adopted by the Board, which may be found on the Company's website at ir.regions.com/governance.
Oversight. In fulfilling its oversight responsibilities, the Audit Committee:
Reviewed and discussed with management and EY the Company’s earnings releases and Quarterly Reports on Form 10-Q and Annual Report on Form 10-K, including the audited financial statements, prior to filing with the SEC. Focus areas include: critical accounting policies and estimates; areas of audit emphasis; any changes to the initial audit plan; new accounting standards (e.g., the implementation and adoption of the CECL standard effective January 1, 2020); significant unusual transactions, and results of quarterly review procedures.
Reviewed and discussed with EY their judgments as to the quality, not just the acceptability, of Regions’ accounting principles and such other matters as are required to be
discussed by the Audit Committee under auditing standards generally accepted in the United States, including the matters required to be discussed by the PCAOB and the SEC.
Reviewed and discussed with EY the Critical Accounting Matters (CAMs).
Discussed with EY the Company’s internal control assessment process, management’s assessment with respect thereto and the independent auditors’ evaluation of the Company’s system of internal control over financial reporting.
Received and reviewed the written disclosures and the letter from EY required by applicable requirements of the PCAOB regarding EY’s communications with the Audit Committee concerning independence, and has discussed with EY their independence in relation to Regions.
Received regular updates from the CRO on the Company’s enterprise risk profile, which included impacts from COVID-19, cybersecurity risks and the Company's analysis of other significant risk exposures and the steps management has taken to monitor and control such exposures.
Discussed with Regions’ internal auditors and EY the overall scope and plans for their respective audits. The Audit Committee regularly meets with Regions’ internal auditors and EY, with and without management present, to discuss the results of their examinations, their evaluations of Regions’ internal accounting and financial reporting controls, and the overall quality of Regions’ financial reporting.
Received regular updates from management for significant Company initiatives.
Participated, with representatives of management and of the independent auditors, in educational sessions about topics requested by the Audit Committee.
Recommendation for Including the Financial Statements in the Annual Report. In reliance on the reviews and discussions referred to above, and subject to the limitations on the roles and responsibilities of the Audit Committee referred to above and in the Audit Committee Charter, the Audit Committee recommended that the Board approve including the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2020, for filing with the SEC.

Submitted by the Audit Committee:
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Carolyn H. Byrd, ChairSamuel A. Di Piazza, Jr.José S. Suquet  
Timothy Vines
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2021 Proxy Statement
31


PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)

What am I voting on?
The Board is providing shareholders with the opportunity at the 2021 Annual Meeting to cast an advisory vote on the Company’s executive compensation paid to NEOs described in the 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 type of proposal is known as a “Say-on-Pay” proposal.
The shareholders, at the Company’s 2018 Annual Meeting, 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. SEC rules require us to hold a “frequency” vote at least once every six years to allow our shareholders to decide how often they would like to be presented with the advisory vote; therefore, we anticipate the next Say-on-Pay “frequency” vote will occur at our 2024 Annual Meeting.
This Say-on-Pay proposal gives you, as a shareholder, the opportunity to vote “For” or “Against” the following resolution:
“RESOLVED, that the shareholders 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 2021 Proxy Statement.”
What does the Board recommend?
The Board unanimously recommends you cast an advisory vote “FOR” the compensation of the Company’s NEOs.
Why does the Board recommend a vote “FOR” this proposal?
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). 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 shareholders, as described in the CD&A.
The CHR 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 shareholder interests and with the safety and soundness of the Company.
The Board and the CHR Committee believe that Regions’ commitment to these reasonable and responsible compensation practices warrants a vote by shareholders “FOR” the resolution approving the compensation of our NEOs as disclosed in this 2021 Proxy Statement. Prior to submitting your vote, we encourage you to carefully review the CD&A and the Compensation of Executive Officers sections for a detailed discussion of the Company’s executive compensation program, including information about the 2020 compensation of our NEOs.
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. To see the voting results from last year’s Annual Meeting, see What were the voting results of the 2020 Annual Meeting? under the section Questions and Answers about the Annual Meeting and Voting & Other Information.
What is the effect of this proposal?
Because your vote is advisory, it will not be binding upon the Company, the CHR Committee, or the Board and may not be construed as overruling any decision by the Board or the CHR Committee. The Board and the CHR Committee, however, value our shareholders’ 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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2021 Proxy Statement


ENVIRONMENTAL AND SOCIAL PRACTICES

Overview
As previously discussed in the Proxy Summary, Regions’ strategy is built on our vision to be the premier regional financial institution in America; our enduring mission to make life better for our stakeholders; our purpose to create shared value; and our five core values. Shared value is at the heart of our mission and strategy.
Regions recognizes that the long-term financial performance of our Company and our ability to deliver shareholder value are directly tied to the success of our customers, associates, and the communities we serve. We believe that our dedication to continually improve on our ESG efforts contributes to this success and thereby supports our commitment to shared value.
We also believe in the importance of transparency in these efforts. For that reason, we provide detailed information about our environmental and social policies and practices in our various ESG-focused disclosures that we issue throughout the year. Due to the breadth and depth of those disclosures, we have chosen to use this section of this year’s proxy statement to provide more general updates only on the areas of highest priority as identified by our stakeholders. Stakeholders seeking more in-depth disclosure around specific ESG policies and practices are highly encouraged to consult our Annual Review
& ESG Report; our standalone reports developed using the reporting standards developed by GRI and SASB; and our response to CDP’s Climate Change Questionnaire. These disclosures, along with our Code of Conduct, Human Rights Statement, Supplier Code of Conduct, and Environmental Sustainability Policy Statement and Goals, are all available on our website at ir.regions.com/governance. We also plan to release our first standalone TCFD disclosure this year.
The goals discussed in our ESG disclosures and the related disclosures in this proxy statement are aspirational, and no guarantees or promises are made that all goals will be met. Statistics and metrics included in these disclosures are estimates and may be based on assumptions. Neither our ESG disclosures nor this section of the proxy statement is comprehensive. As such, they should be read in conjunction with the reports that Regions has filed pursuant to the Exchange Act, including the “Forward-Looking Statements” and “Risk Factors” sections of Regions’ Annual Report on Form 10-K for the period ended December 31, 2020. This and other SEC filings are available through our website at ir.regions.com and on the SEC’s website at sec.gov.
Progress
Regions is committed to making a positive impact through our ESG practices over the long term. Because changes in ESG practices are typically a continuous progression, rather than an immediate shift, we prefer to look at our progress on ESG over the course of several years. The following chart sets forth many of our actions over the past few years in furtherance of our ongoing commitment to robust ESG practices:
2017

2018

2019

2020
Onboarded a diverse Director
Adopted proxy access By-Law


Half of Board’s standing committees chaired by women
Onboarded 2 new Directors, one of whom is diverse
Released first GRI Content Index
Issued first response to CDP Climate Change Questionnaire
Created the DEI Center of Expertise
Appointed first Head of Diversity & Inclusion (now our Human Resources DEI Officer)
Adopted Environmental Sustainability Policy Statement and Goals

Adopted Human Rights Statement
Established Supplier Code of Conduct
Appointed Independent Chair of the Board
Became a Ceres Company Network Member
Onboarded a diverse Director
Released initial SASB Disclosure
Board implemented version of the Rooney Rule for Director candidate searches

Released first integrated Annual Review & ESG Report
Launched comprehensive online ESG Resource Center
Instituted version of the Rooney Rule for Section 16 Executive Officer candidate searches
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ENVIRONMENTAL AND SOCIAL PRACTICES
Board Oversight of Environmental and Social Practices
The Board, as overseers of risk and stewards of long-term enterprise value, plays an important oversight role in assessing our ESG-related risks and opportunities and how they affect the Company’s operations and business over time. Specific components of Regions’ ESG-related policies, practices, and disclosures are overseen by our Board through its four standing committees:
NCG Committee
Oversees the Company’s practices and reporting with respect to significant ESG matters; assists the Board in establishing and maintaining effective corporate governance policies and practices; and acts as the primary overseer of ESG
CHR CommitteeiAudit Committee
Oversees effectiveness and continuous improvement of the Company’s strategies and policies regarding our HCM function, including total rewards, corporate culture, talent management, management succession planning, DEI practices, and associate conductOversees the proper functioning of the Company’s controls and the disclosure of matters significant to the Company, including ESG-related matters
gBOARD OF DIRECTORSf
h
Risk Committee
Oversees the Company’s prudent pursuit of risk and reward through significant policies and practices, including those related to environmental and social risk
To read more about how the Board and its committees oversee the Company’s management of risks, see the Board’s Role in the Risk Management Process subsection of the Corporate Governance section of this proxy statement.
Stakeholder Engagement
We believe that engaging with our stakeholders should be a long-term, ongoing, and two-way communication process. We proactively seek out opportunities that allow us to exchange information with our stakeholders about our respective viewpoints, strategies, and practices, including those related to environmental and social factors. Each of our stakeholders plays an important role in shaping and evolving our environmental and social governance strategies and initiatives.
Customers
Regulators & Policymakers
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Nonprofit Organizations
ShareholdersAssociates
Standards-Setting OrganizationsESG Data Providers & Proxy Advisory Firms
Communities
For more information about our year-round corporate governance shareholder engagement program, please refer to the Corporate Governance section of this proxy statement.
Environmental Sustainability
Environmental Commitments. We recognize the environmental challenges that face our planet and are committed to reducing our environmental impact and reporting on our progress.
Environmental Sustainability Policy Statement
In 2018, we adopted an Environmental Sustainability Policy Statement to demonstrate our commitment to:
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Reducing GHG emissions and energy use
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Promoting awareness and engagement
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Assisting in the transition to a low-carbon economy
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Enhancing our disclosure and transparency
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Conserving resources and reducing waste


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2021 Proxy Statement

ENVIRONMENTAL AND SOCIAL PRACTICES
The Environmental Sustainability Policy Statement also outlines our 2 environmental goals(1):
Our approach to meeting these goals has included:
Energy-efficient lighting and automatic controls
HVAC and mechanical efficiency upgrades and improvements
Building intelligence and remote controls
High-performance building envelope upgrades
Education and awareness for continuous improvement of control processes
Real estate portfolio optimization
Use of renewable energy
30%reduction in Scope 1 and Scope 2 GHGs
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30%reduction in energy use
by 2023
Because of the progress we have already made toward these goals, we believe
we can accomplish them before the established target year. For that reason, we are considering and discussing the creation of new environmental goals, which we
anticipate releasing by the end of this year.
(1) Measured against 2015 baseline figures. GHGs measured in metric tons CO2e; energy measured in MWh. GHG goal applies to properties where Regions is responsible for paying utilities. Energy goal applies to electricity and natural gas use.
Paper Use and Digital Acceleration. Along with lowering our energy and emissions impact on the environment, our operations have also enabled us to decrease our reliance on paper use. Over the past year, we have reduced internal copy paper use by 32%. We also continued to encourage customers to shift to online and mobile banking, and to receive their account documentation electronically. Thanks in part to our customers, we have saved 116 million sheets of paper this year as a result of customer accounts moving to electronic statements. We have also expanded our eSignature program, completing 2.3 million transactions using eSignature in 2020.
Though these efforts were amplified by the need to operate remotely during the pandemic, our digital innovation and expansion were integral in facilitating the transition away from paper while also maintaining multiple channels for us to provide safe and secure customer service. Our digital users are up 5.7 percent from last year, with 2.9 million active digital customers and more than 1.1 billion digital logins in 2020.
eSignatureMobile App
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eSignature allows us to obtain customers’ signatures digitally when they open an account, generally accompanied by the option for those documents to be delivered to the customer electronically. In 2020, we expanded our eSign functionality to 18 new groups and enabled an additional 139 forms.
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Regions has launched more than 25 enhancements to our mobile application, which allow us to deliver innovative features and functionalities that our customers want. The redesigned app's improvements have resulted in a significant increase in mobile user satisfaction.
Environmental and Social Practices in Financial Services
Our success depends on our ability to effectively manage risk. Regions’ Risk Management Framework serves as the foundation for consistent and effective management of the risks facing our company. We believe that the four components of our risk management approach, supported with clear roles and responsibilities, provide the foundation for solid risk management:
u Collaborative risk culture u Sustainable risk processes
u Sound risk appetite u Responsible risk governance    

Environmental and Social Risk Management. Regions provides financial products and services to customers who operate in a diverse range of industries. We recognize that our business decisions, and those of our customers, can have a broader impact from which both risks and opportunities can arise. For that reason, one of the foundational goals for our collective risk management efforts is maintaining a culture of transparency, disclosure, and open dialogue on risk that supports our environmental and social sustainability objectives.
Environmental and social risks are embedded throughout our Risk Inventory and are managed in accordance with our existing enterprise-wide framework of risk management tools and programs. Specialized teams throughout the Company implement enhanced due diligence, as well as industry-specific underwriting and servicing requirements. We have also launched an Environmental and Social Risk Management (“ESRM”) team that brings together associates from Risk Management, Legal, and various business and support units. The team's work will continue our forward momentum towards better understanding and managing the environmental and social risks and opportunities facing our company. Related ESRM projects include a scenario analysis, designed to examine our exposure to environmental risk stemming from climate change, and an enterprise-wide assessment of environmental and social risks tied to our lending practices. The team is also analyzing how we can effectively communicate this work to our stakeholders. We are excited about the progress that this team has made and look forward to sharing more information in our future ESG disclosures.
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ENVIRONMENTAL AND SOCIAL PRACTICES
Sustainable Finance. As a financial institution, we understand the role that we play in the transition to a lower-carbon economy. For that reason, we provide sustainable lending and investment products and services that can benefit our customers and our climate, and we only expect our work in this area to grow in the future.
In 2020, our sustainable finance efforts enabled:®
Over $575 million in renewable energy financing
… thanks to associates in groups like:®Solar Tax Equity Finance Team
®Energy and Natural Resources Group
®
Sustainable management of over 1 million acres of timberland
®Natural Resources and Real Estate Group
®
97% growth year-over-year in client assets allocated to ESG-focused investment products
®Asset Management Group
Regions supports the development and implementation of clean energy solutions through our Solar Tax Equity Finance Team and the Energy and Natural Resources Group (“ENRG”). 
Solar Tax Equity Finance Team. The Regions Solar Tax Equity Finance Team provides lease financing for utility scale and commercial photovoltaic (“PV”) solar projects across the U.S. Since completing its first transaction in 2016, the Team has funded more than 50 different projects, in excess of $1 billion. In 2020, the Solar Tax Equity Finance Team provided $313.5 million in funding for PV solar projects located across the country, including the largest project in the Team’s history. The capacity collectively generated by these projects exceeds 268 megawatts.
Energy and Natural Resources Group. ENRG specializes in tailored financing products and services for solar/renewable energy projects. Offerings include construction financing, project financing, merger and acquisition advisory, and capital markets services for the benefit of power and renewables companies.
In 2020 ENRG committed or closed nearly $150 million in utility-scale solar construction financing, $26 million in solar acquisition financing, and $75 million in offshore wind vessel
financing, and served as a co-manager in a $1 billion senior notes offering supporting clean water/wastewater infrastructure.
Asset Management Group. Regions’ Asset Management business group provides individuals and institutions with products and services that help them manage and grow their assets. The team is working to meet growing investor demands for ESG investing and helping Regions expand the solutions we can offer to grow relationships and meet client needs. To that end, the Regions Investment Management team within Asset Management has added two new ESG-focused offerings to clients in 2020. Also last year, Asset Management experienced 97 percent growth year-over-year in assets under management for the four externally managed ESG-focused products we began offering in 2018. These products include two equity products and two fixed-income products.
This year, Asset Management also developed a firm-wide ESG/socially responsible investing (“SRI”) philosophy. In 2021, they plan to launch a model portfolio made up of managers deemed to invest in a responsible or sustainable manner.
Growth in ESG/SRI assets over recent years highlights our customers’ interest in the ESG-related, socially responsible, and impact-focused investment opportunities we provide.
Business Practices and Responsible Banking
A good reputation comes from relationships built on trust, respect, and fair treatment. At Regions, the relationships we have with our stakeholders are of utmost importance to us. In every one of these relationships, we strive to demonstrate Regions’ commitment to trustworthiness and fairness in our business practices.
Associate Business Conduct. The Code of Conduct forms the foundation of our ethical culture. While the Code of Conduct says that we will comply with laws and regulations applicable to our business, it is not only about compliance; it describes our core values and how we work together as associates in relating to others and conducting business.
The Code of Conduct is designed to provide guidance and resources to help ensure that we, among other things:
Protect confidential and proprietary information;
Refuse to give or accept inappropriate gifts or favors;
Avoid conflicts of interest; and, ultimately,
Comply with all applicable laws and regulations.

Associates have a responsibility to promptly report knowledge of or information regarding any violation or suspected violation of the law, the Code of Conduct, or any other Regions policies or procedures.
Reporting Violations
Regions offers associates several ways to report any potential violations or potentially suspicious behavior by customers, associates, or suppliers:
The Report It! Hotline is a confidential, toll-free number available for associates to call 24 hours a day, 7 days a week.
The Report It! website is available 24 hours a day, 7 days a week for associates to submit reports in confidence.
The Raise the Red Flag on