DEF 14A of Regions Financial Corp, Mar 3, 2025

DEF 14A of Regions Financial Corp

Filed Mar 3, 2025 · FY20240001281761-25-000024

Open on EDGAR

  1. CEO 2024 Compensation Mix

    | | | | 62% | Long-Term Awards | | | Base Salary | Annual Cash Incentive | | Long-Term Performance Awards | | Restricted Stock Units | | 12% | 26% | | 41% | | 21% | | | 67% | Variable Pay | | | |

  2. Other NEO 2024 Compensation Mix

    | | | | 49% | Long-Term Awards | | | Base Salary | Annual Cash Incentive | | Long-Term Performance Awards | | Restricted Stock Units | | 21% | 30% | | 32% | | 16% | | | 62% | Variable Pay | | | |

  3. Other NEO 2024 Compensation Mix

    | 2024 Compensation Overview Table | | | | | | | | | | | Long-Term Awards ($) | | | | | Name | Principal Position | Base Salary ($) | Stock Awards ($) | Non Equity LTI Granted (Cash)($) | Annual Cash Incentive ($) | Total ($) | | John M. Turner, Jr. | Chairman, President and CEO | 1,150,000 | 3,933,333 | 1,966,666 | 2,486,230 | 9,536,229 | | David J. Turner, Jr. | Chief Financial Officer | 705,000 | 1,066,667 | 533,334 | 1,027,538 | 3,332,539 | | Russell K. Zusi | Chief Risk Officer | 650,000 | 933,333 | 466,666 | 887,814 | 2,937,813 | | Ronald G. Smith | Head of Corporate Banking Group | 625,000 | 1,066,667 | 533,334 | 869,180 | 3,094,181 | | David R. Keenan | Chief Administrative and Human Resources Officer | 625,000 | 866,667 | 433,334 | 863,845 | 2,788,846 |

  4. Other NEO 2024 Compensation Mix

    The above table illustrates how the CHR Committee viewed NEO compensation for 2024. It differs from the Summary Compensation Table required by the SEC and included in the section Compensation of Executive Officers beginning on page 104. 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 2024 for the 2024-2026 performance years in the “Long-Term Awards” columns. The annual grant consisted of three equal parts, RSUs, PSUs, and PCUs, which are all subject to future performance goals and/or vesting. Both the stock and non-equity (i.e., cash) portions of the 2024 grant are reflected in this table and are considered 2024 compensation by the CHR Committee. ◼Under rules established by the SEC, the Summary Compensation Table 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 2024 grant will not be reflected in the Summary Compensation Table until the year they are earned, which, for 2024 grants, is the year ending December 31, 2026, to be paid in 2027. Similarly, the Summary Compensation Table reports the value of the cash performance portion of the 2022 long-term incentive grant in the “Non-Equity Incentive Plan Compensation” column because the performance period for that award ended as of December 31, 2024. As described on page 92, the 2022 performance grant was earned at 143 percent of target. The value of this award is not included in the table above because it was considered by the CHR Committee to be 2022 compensation, although subject to future performance criteria. ◼The Summary Compensation Table reports the following items that are not included in the table above: (i) change in pension value, (ii) nonqualified deferred compensation earnings, and (iii) 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, see the CD&A beginning on page 74.

  5. Other NEO 2024 Compensation Mix

    Proposal 4 — Regions Financial Corporation 2025 Long Term Incentive Plan (page 125) We are seeking shareholder approval of the Regions Financial Corporation 2025 Long Term Incentive Plan (the “2025 LTIP”). The 2025 LTIP authorizes the issuance of up to 38 million shares of Regions common stock, subject to certain adjustments, in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units, performance units and other stock-based awards. The purpose of the 2025 LTIP is to align Directors’ and associates’ interests with the long-term interests of shareholders through the use of equity awards as a form of compensation. Adopting the 2025 LTIP will ensure there is a sufficient pool of shares to continue using equity awards in the Company’s compensation program. If the 2025 LTIP is approved, it will replace the Regions Financial Corporation 2015 Long Term Incentive Plan (the “2015 LTIP”), and any authorized shares of stock that are not subject to an outstanding award will be cancelled and no further awards will be made under the 2015 LTIP. However, outstanding awards under the 2015 LTIP will continue to be governed by the terms of the 2015 LTIP. If shareholders do not approve the 2025 LTIP, it will not be implemented. In this case, Regions’ ability to grant awards under the 2015 LTIP will be limited and could interfere with the Company’s ability to attract, motivate, and retain associates and Directors. For more detail on the 2025 LTIP, see Proposal 4—Regions Financial Corporation 2025 Long Term Incentive Plan, beginning on page 125, and Appendix A.

  6. Other NEO 2024 Compensation Mix

    | | The Board unanimously recommends you vote “FOR” the Regions Financial Corporation 2025 Long Term Incentive Plan. |

  7. DIRECTOR NOMINEES

    DIRECTOR NOMINEES 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.

  8. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Served as Chairman, President, and CEO of Alabama Power Company, a public utility company and Southern Company subsidiary headquartered in Birmingham, Alabama, from 2014 until his retirement in 2022 ◼Joined Southern Company in 2004 and served in a variety of roles of increasing responsibility at Alabama Power Company and affiliated companies, including Chairman, President and CEO of Gulf Power and Chief Operating Officer of Southern Company ◼Chairman of the Board of Prosper Birmingham and serves on the President's Cabinet of the University of Alabama, the President’s Cabinet of the University of Alabama in Huntsville, and the Board of Governors of the University of Alabama Law School Foundation ◼Has previously served as Chairman of the Boards of the Economic Development Partnership of Alabama, the Business Council of Alabama, and the Birmingham Business Alliance ◼Brings to the Board extensive experience as a leader of a company in a highly regulated industry | | | INDEPENDENT DIRECTOR SINCE: 2022 AGE: 62 REGIONS COMMITTEES: Audit Committee NCG Committee | | | | | Education | | | | ◼Bachelor’s degree, University of Alabama at Huntsville ◼Juris Doctor degree, University of Alabama School of Law | | | | Honors and Recognition | | | | ◼Graduate, Leadership Alabama | | | | Top Skills | | | | ◼Corporate Governance ◼Customer Focus and Community Engagement ◼Human Capital Management ◼Regulatory Compliance ◼Strategic Planning and Strategy Development |

  9. DIRECTOR NOMINEES

    | 20 | Regions Financial Corporation | 2025 Proxy Statement |

  10. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Currently serves as Corporate Executive Vice President, Global Chief Information Security and Chief Product Privacy Officer of Comcast, a Fortune 30 media and technology company, leading global teams responsible for product security and privacy, cloud security, information and infrastructure security, cybersecurity risk, security engineering, security incident response, the Legal Response Center, and technical fraud ◼Prior to joining Comcast in 2016, served as Vice President of global quality for Intel ISecG ◼Previously served as Senior Member of Technical Staff at the Carnegie Mellon University Software Engineering Institute, principal of the management consulting firm Davis Systems (also served as Visiting Scientist at Carnegie Mellon University during this time), and has held various leadership and technical positions in Fortune 500 companies ◼A member of the Institute of Electrical and Electronics Engineers and the Association of Computing Machinery ◼Throughout her career, has obtained significant experience in complex technology and cybersecurity issues and related risks | | | INDEPENDENT DIRECTOR SINCE: 2022 AGE: 63 REGIONS COMMITTEES: Risk Committee Technology Committee | | | | | Education | | | | ◼Bachelor’s degree (Electrical Engineering), Auburn University ◼Master of Computer Science degree, University of Alabama in Huntsville | | | | Honors and Recognition | | | | ◼In February 2023, appointed as a member of the President’s National Security Telecommunications Advisory Committee to advise the administration on the reliability, security, and preparedness of vital communications and information infrastructure | | | | Top Skills | | | | ◼Business Operations and Technology Innovation/AI ◼Corporate Governance ◼Human Capital Management ◼Information/Cyber Security ◼Strategic Planning and Strategy Development |

  11. DIRECTOR NOMINEES

    | Regions Financial Corporation | 2025 Proxy Statement | 21 |

  12. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Currently serves as Executive Vice President, Emerging Energy and Sustainability at Phillips 66, a diversified energy manufacturing and logistics company (will retire from position at Phillips 66 effective May 1, 2025) ◼Previously served as Senior Vice President, Chief Digital and Administrative Officer at Phillips 66 and was responsible for driving digital change by developing and executing digital and technology strategies ◼Prior to joining Phillips 66 in April 2017, served as Chief Information Officer and Senior Vice President, Services at Hess Corporation, with responsibility for managing the company’s service organizations, including global supply chain, global business transformation program, and global office services, as well as information management, enterprise architecture, infrastructure, and cybersecurity across the business, a role she held beginning in 2012 ◼Also previously served as Chief Information Officer at BHP Billiton Petroleum, Vice President of Information Technology at TeleCheck International, Manager of Information Systems at Baker Hughes, IT Services Manager at Marathon Oil, and Systems Analyst at 3D/International ◼Serves on the board of the Memorial Hermann Foundation ◼Has over 30 years of experience in the energy industry and the information technology field | | | INDEPENDENT DIRECTOR SINCE: 2019 AGE: 69 REGIONS COMMITTEES: Risk Committee Technology Committee (Chair) Executive Committee | | | | | Education | | | | ◼Master’s degree (Mechanical Engineering), Kiev Engineering and Construction Institute | | | | Honors and Recognition | | | | ◼50 Most Powerful Women in Oil and Gas, National Diversity Council | | | | Other Public Directorships and Board Leadership/Committee Assignments | | | | ◼AGCO Corporation (effective April 1, 2025) | | | | Former Public Directorships Held During Past Five Years | | | | ◼Novonix Ltd. | | | | Top Skills | | | | ◼Business Operations and Technology Innovation/AI ◼Human Capital Management ◼Information/Cyber Security ◼Risk Management ◼Strategic Planning and Strategy Development |

  13. DIRECTOR NOMINEES

    | 22 | Regions Financial Corporation | 2025 Proxy Statement |

  14. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Currently serves as Chairman and CEO of Vulcan Materials Company, the nation’s largest producer of construction aggregates and a major producer of aggregates-based construction materials ◼Has served at Vulcan for over 30 years in a variety of operations and general management assignments of increasing responsibility prior to being appointed President and CEO in 2014 and Chairman in 2016; served as President until 2023 ◼Has held leadership positions in a number of industry trade groups, including the Texas Concrete and Aggregates Association, the Florida Concrete and Products Association, and the National Stone, Sand and Gravel Association ◼Previously served on the boards of the U.S. Chamber of Commerce and the United Way of Central Alabama ◼Brings to the Board extensive experience as a sitting chief executive and board chair of a large, publicly traded company | | | INDEPENDENT DIRECTOR SINCE: 2022 AGE: 65 REGIONS COMMITTEES: CHR Committee NCG Committee | | | | | Education | | | | ◼Bachelor’s degree, University of Pittsburgh ◼Wharton School of Business, Executive Management Program | | | | Other Public Directorships and Board Leadership/Committee Assignments | | | | ◼Vulcan Materials Company: Chairman of the Board; Executive Committee (Chair) | | | | Top Skills | | | | ◼Corporate Governance ◼Customer Focus and Community Engagement ◼Executive Compensation and Benefits ◼Human Capital Management ◼Strategic Planning and Strategy Development |

  15. DIRECTOR NOMINEES

    | Regions Financial Corporation | 2025 Proxy Statement | 23 |

  16. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼From 2013 until retiring in 2024, served as CEO and a board director of Murphy Oil Corporation, where he initiated a strategic shift to reposition the company as an industry leader in independent exploration and production; served as President from 2013 until 2023 ◼Previously served as Chief Operating Officer, Murphy Oil Corporation from 2012-2013, President of Exploration and Production from 2009 to 2013, and in various leadership roles since 2001, where he was responsible for leading and transforming the company’s domestic and international operations, implementing record-breaking strategic and sustainability goals, and developing new production areas ◼Prior to joining Murphy Oil in 2001, led offshore drilling in the Gulf of Mexico for Texaco, where he set numerous ultra-deepwater drilling records and initiated Texaco’s first Global Drilling Safety Management system ◼Has broad experience in strategy development, safety, people and sustainability, with expertise in mergers and acquisitions, operational discipline, and strategic asset deployment | | | INDEPENDENT DIRECTOR SINCE: 2025 AGE: 63 REGIONS COMMITTEES: Risk Committee Technology Committee | | | | | Education | | | | ◼Bachelor’s degree, Louisiana State University ◼Master of Business Administration degree, AB Freeman School of Business, Tulane University ◼Advanced Management Program, Harvard University | | | | Honors and Recognition | | | | ◼2023 Ernst and Young Entrepreneur of the Year ◼2022 Spindletop Award for Industry and Community Impact ◼2020 All-American Wildcatter ◼2016 LSU Alumnus of the Year ◼2016 LSU Hall of Distinction | | | | Former Public Directorships Held During Past Five Years | | | | ◼Noble Corporation | | | | Top Skills | | | | ◼Audit/Accounting/Finance and Capital Planning ◼Business Operations and Technology Innovation/Artificial Intelligence ◼Corporate Governance ◼Executive Compensation and Benefits ◼Risk Management |

  17. DIRECTOR NOMINEES

    | 24 | Regions Financial Corporation | 2025 Proxy Statement |

  18. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Retired in 2021 as the Chief Administrative Officer, General Counsel, and Corporate Secretary of Hanesbrands Inc., a publicly traded marketer of innerwear and activewear apparel, positions that she held since 2016 ◼Joined Hanesbrands in 2007 as Chief Legal Officer, General Counsel, and Corporate Secretary ◼Served as Executive Vice President, General Counsel and Corporate Secretary of RARE Hospitality International, Inc. prior to joining Hanesbrands ◼Throughout her career, has obtained extensive global leadership experience over several corporate functions for publicly traded companies including legal, human resources, corporate social responsibility, government and trade relations, real estate, corporate security, and domestic and global mergers and acquisitions | | | INDEPENDENT DIRECTOR SINCE: 2021 AGE: 64 REGIONS COMMITTEES: CHR Committee (Chair) NCG Committee Executive Committee | | | | | Education | | | | ◼Bachelor’s degree, Duke University ◼Master of Business Administration degree, Wharton School of Business at the University of Pennsylvania ◼Juris Doctor degree, University of Pennsylvania School of Law | | | | Other Public Directorships and Board Leadership/Committee Assignments | | | | ◼Global Payments Inc.: Compensation Committee; Governance and Nominating Committee ◼Sylvamo Corporation: Nominating and Corporate Governance Committee; Management Development and Compensation Committee | | | | Top Skills | | | | ◼Corporate Governance ◼Environmental Sustainability Practices ◼Executive Compensation and Benefits ◼Human Capital Management ◼Regulatory Compliance |

  19. DIRECTOR NOMINEES

    | Regions Financial Corporation | 2025 Proxy Statement | 25 |

  20. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼From 2004 until retiring in 2006, served as President of The Americas, MasterCard International, Inc. ◼Previously served as President, MasterCard North America from 1999 to 2004, where she was responsible for building all aspects of MasterCard’s issuance and acceptance business in the United States, Canada, Latin America, and the Caribbean ◼Prior to joining MasterCard in 1999, served as Group Executive President of two electronic payment service companies, MAC Regional Network and Buypass Corporation, and upon acquisition of these companies by Concord EFS, became Senior Executive Vice President of the combined companies, where she oversaw marketing, account management, customer service, and product development ◼Started her career at IBM, where, for more than 18 years, she served in managerial and executive positions ◼Has broad marketing, account management, customer service, and product development experience, as well as significant domestic and international experience in growing business | | | LEAD INDEPENDENT DIRECTOR INDEPENDENT DIRECTOR SINCE: 2011 AGE: 70 REGIONS COMMITTEES: CHR Committee NCG Committee (Chair) Executive Committee (Chair) | | | | | Education | | | | ◼Bachelor’s (Finance) and Master of Business Administration degrees, Southern Methodist University | | | | Honors and Recognition | | | | ◼2018 Most Influential Corporate Directors, WomenInc. ◼2004 and 2005 “World’s 100 Most Powerful Women,” Forbes.com | | | | Other Public Directorships and Board Leadership/Committee Assignments | | | | ◼ConAgra Brands, Inc.: Executive Committee; Human Resources Committee (Chair); Nominating and Corporate Governance Committee ◼Global Payments Inc.: Governance and Nominating Committee; Technology Committee | | | | Top Skills | | | | ◼Banking and Financial Services ◼Corporate Governance ◼Customer Focus and Community Engagement ◼Executive Compensation and Benefits ◼Strategic Planning and Strategy Development |

  21. DIRECTOR NOMINEES

    | 26 | Regions Financial Corporation | 2025 Proxy Statement |

  22. DIRECTOR NOMINEES

    | | | 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 | | | INDEPENDENT DIRECTOR SINCE: 2016 AGE: 71 REGIONS COMMITTEES: NCG Committee Risk Committee (Chair) Executive Committee | | | | | ◼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.: Audit Committee; Finance Committee | | | | Top Skills | | | | ◼Business Operations and Technology Innovation/AI ◼Corporate Governance ◼Environmental Sustainability Practices ◼Risk Management ◼Strategic Planning and Strategy Development |

  23. DIRECTOR NOMINEES

    | Regions Financial Corporation | 2025 Proxy Statement | 27 |

  24. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Served as Executive Vice President and Chief Financial Officer of Primerica, Inc., a leading provider of financial products and services to middle-income households in the United States and Canada, from 2000 until 2023; continued to serve as Executive Vice President until her retirement in April 2024 ◼Is a certified public accountant and previously worked in the audit department of KPMG LLP ◼Has served on the board of directors of Reinsurance Group of America, a leading global life and health reinsurer, since April 2024; previously served on the board of directors of Warburg Pincus Capital Corporation I-A, a special purpose acquisition company, from July 2021 to March 2023 ◼Serves on the University of Georgia Terry College of Business Executive Education CFO Roundtable Advisory Board, the University of Florida Warrington College of Business Dean’s Advisory Council, and the University of Florida Foundation National Board, for which she previously served as Chair of the Audit Committee ◼Serves on the boards of directors of Girl Scouts of Greater Atlanta and Camp Twin Lakes | | | INDEPENDENT DIRECTOR SINCE: 2023 AGE: 57 REGIONS COMMITTEES: Audit Committee (Audit Committee Financial Expert) Technology Committee | | | | | Education | | | | ◼Bachelor’s degree (Accounting), University of Florida | | | | Other Public Directorships and Board Leadership/Committee Assignments | | | | ◼Reinsurance Group of America: Audit Committee; Cybersecurity and Technology Committee; Risk Committee | | | | Former Public Directorships Held During Past Five Years | | | | ◼Warburg Pincus Capital Corporation I-A | | | | Top Skills | | | | ◼Audit/Accounting/Finance and Capital Planning ◼Banking and Financial Services ◼Regulatory Compliance ◼Risk Management ◼Strategic Planning and Strategy Development |

  25. DIRECTOR NOMINEES

    | 28 | Regions Financial Corporation | 2025 Proxy Statement |

  26. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Currently serves as Executive Chairman, Customer Satisfaction, of AutoZone, Inc., the leading retailer and distributor of automotive replacement parts and accessories in the Americas ◼Served as President and Chief Executive Officer of AutoZone from March 2005 to January 2024; has served as a Director of AutoZone since March 2005 and as Chairman since June 2007 ◼During over 29-year tenure with AutoZone, served in a variety of executive-level roles, including (i) Executive Vice President overseeing store operations and commercial, (ii) Senior Vice President, Supply Chain and Information Technology, (iii) Senior Vice President, Supply Chain, (iv) Divisional Vice President of Stores, and (v) Senior Vice President of Finance ◼Began his career with Ernst & Young, serving in various capacities from 1988 to 1994 ◼Currently serves on several industry and community boards, including the Coalition for Auto Repair Equality (Chairman), the Retail Industry Leaders Association, Youth Programs, Inc. (Vice-President), the National Civil Rights Museum (Treasurer), and the University of Tennessee Board of Trustees ◼Brings to the Board significant leadership and strategic planning experience as a long-tenured chief executive of a large public company, as well as substantial experience in finance and accounting | | | INDEPENDENT DIRECTOR SINCE: 2024 AGE: 59 REGIONS COMMITTEES: Audit Committee (Audit Committee Financial Expert) CHR Committee | | | | | Education | | | | ◼Bachelor’s degree (Business Administration/Accounting), University of Tennessee at Martin ◼Master of Business Administration degree, University of Memphis | | | | Other Public Directorships and Board Leadership/Committee Assignments | | | | ◼AutoZone (Executive Chairman) | | | | Former Public Directorships Held During Past Five Years | | | | ◼Dollar General | | | | Top Skills | | | | ◼Audit/Accounting/Finance/Capital Planning ◼Corporate Governance ◼Customer Focus and Community Engagement ◼Executive Compensation and Benefits ◼Strategic Planning and Strategy Development |

  27. DIRECTOR NOMINEES

    | Regions Financial Corporation | 2025 Proxy Statement | 29 |

  28. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Currently serves as Co-Owner of the privately-held Altec Inc., a global leader that designs and manufactures products and services for the electric utility, telecommunications, and contractor markets in over 100 countries throughout the world ◼After joining Altec Inc. in 1983, was named CEO in 1997 and Chairman in 2011; served as Chairman and CEO until October 2021, when he was named Co-Chairman, a title he held until December 31, 2024 ◼Actively serves on the boards of many educational, civic, and leadership organizations ◼Brings a wealth of management and business experience derived from running a large company in today’s global market | | | | Education | | | INDEPENDENT DIRECTOR SINCE: 2003 AGE: 64 REGIONS COMMITTEES: Risk Committee Technology Committee | | | | | ◼Bachelor’s degree, Northwestern University ◼Master of Business Administration degree, Harvard University | | | | Honors and Recognition | | | | ◼Appointed to the President’s Export Council, advising the President of the United States on international trade policy, from 2006 to 2008 ◼Served on the President’s Manufacturing Council in 2017 ◼Appointed to the President’s Advisory Committee for Trade Policy and Negotiations established by the U.S. Trade Representative ◼Appointed to the "Great American Economic Revival" advisory counsel by the President in 2020 | | | | Other Public Directorships and Board Leadership/Committee Assignments | | | | ◼Vulcan Materials Company: Compensation & Human Capital Committee; Governance Committee | | | | Former Public Directorships Held During Past Five Years | | | | ◼Workday, Inc. ◼Glass Houses Acquisition Corporation | | | | Top Skills | | | | ◼Audit/Accounting/Finance and Capital Planning ◼Corporate Governance ◼Human Capital Management ◼Risk Management ◼Strategic Planning and Strategy Development |

  29. DIRECTOR NOMINEES

    | 30 | Regions Financial Corporation | 2025 Proxy Statement |

  30. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Currently serves as the Chairman and CEO of the privately-held Pan-American Life Insurance Group (“PALIG”), a leading provider of insurance and financial services throughout the Americas and whose flagship member is New Orleans-based Pan-American Life Insurance Company; has served as Chairman since 2008 ◼Prior to joining PALIG as President and CEO in November 2004, held senior management posts in the insurance industry for more than three decades, including serving as Senior Executive Vice President and Chief Distribution Officer of AXA Financial ◼In December 2016, completed his term as a member of the board of directors of the Federal Reserve Bank of Atlanta, for which he served as Chairman of the Retail Payments Office Oversight Committee ◼Previously served on the board for the Federal Reserve Bank of Atlanta, New Orleans Branch ◼Director at the privately-held Ochsner Health System, Louisiana’s largest nonprofit academic healthcare system, where he serves on the Compensation Committee and the Audit and Oversight Committee ◼Completed his second and final term on the board of directors of The American Council of Life Insurers in 2019 ◼His dedication to the United States’ Hispanic community, as well as to the pursuit of product innovation and sales force expansion, have positioned PALIG as the company that Hispanics throughout the Americas rely on to protect their financial security and well-being ◼Involved in various professional and industry associations ◼Brings a strong background in enterprise risk management and a commitment to innovation and operational excellence | | | INDEPENDENT DIRECTOR SINCE: 2017 AGE: 68 REGIONS COMMITTEES: Audit Committee (Chair; Audit Committee Financial Expert) Risk Committee (Risk Management Expert) Executive Committee | | | | | Education | | | | ◼Bachelor’s degree, Fordham University ◼Master of Business Administration degree, University of Miami | | | | Honors and Recognition | | | | ◼Included in the Latinos on Boards feature of Latino Leaders magazine for 2018 through 2020 | | | | Top Skills | | | | ◼Audit/Accounting/Finance and Capital Planning ◼Corporate Governance ◼Executive Compensation and Benefits ◼Risk Management ◼Strategic Planning and Strategy Development |

  31. DIRECTOR NOMINEES

    | Regions Financial Corporation | 2025 Proxy Statement | 31 |

  32. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Currently serves as the Chairman, President and CEO of Regions Financial Corporation and Regions Bank, a wholly-owned subsidiary of the Company, and leads the Company’s Management Policymaking Committee and Executive Leadership Team ◼Named President in December 2017, CEO in July 2018, and Chairman in April 2024 ◼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 ◼Formerly served as chairman of the Mobile Area Chamber of Commerce, the Mobile Area Education Foundation, and the United Way of Southwest Alabama; former board member of Leadership Mobile | | | CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER DIRECTOR SINCE: 2018 AGE: 63 REGIONS COMMITTEES: Executive Committee | | | | | Education | | | | ◼Bachelor’s degree (Economics), University of Georgia | | | | Honors and Recognition | | | | ◼Graduate, Leadership Alabama | | | | Top Skills | | | | ◼Banking and Financial Services ◼Customer Focus and Community Engagement ◼Regulatory Compliance ◼Risk Management ◼Strategic Planning and Strategy Development |

  33. DIRECTOR NOMINEES

    | 32 | Regions Financial Corporation | 2025 Proxy Statement |

  34. DIRECTOR NOMINEES

    | | | Key Experience and Qualifications | | | | ◼Currently serves as the President and CEO of Blue Cross and Blue Shield of Alabama (“BCBSAL”), a not-for-profit, independent licensee of the Blue Cross and Blue Shield Association and the largest provider of healthcare benefits in Alabama ◼Serves on the Board of Directors of the Blue Cross and Blue Shield Association, for which he served as Chairman from November 2021 to November 2023 ◼Served as BCBSAL’s President and Chief Operating Officer from November 2017 through March 2018 before being named its President and CEO in April 2018 ◼Held BCBSAL’s Executive Vice President position from March through November of 2017 ◼Served as BCBSAL’s Chief Administrative Officer from August 2012 through March 2017 ◼Serves as Vice Chair of the Board and the Governance and Nominating Committee, Chair of the Strategy and Risk Committee, and a member of the Finance, Compliance and Audit Committee of Prime Therapeutics LLC, a pharmacy benefit management company owned jointly by several Blue Cross and Blue Shield plans, including BCBSAL ◼Worked in banking for over five years after graduating college ◼Remains very active in the community through his involvement with multiple nonprofit and charitable organizations, including service on the boards of the Birmingham Business Alliance, Leadership Birmingham, Economic Development Partnership of Alabama, Prosper, Business Council of Alabama, and Mercy Deliverance Ministries ◼Serves as honorary trustee for the board of trustees at Samford University in Birmingham, Alabama; previously served as Chair ◼Possesses an extensive understanding of operating a large company within a highly regulated industry | | | INDEPENDENT DIRECTOR SINCE: 2018 AGE: 59 REGIONS COMMITTEES: Audit Committee (Audit Committee Financial Expert) CHR Committee | | | | | Education | | | | ◼Bachelor’s degree (Finance), Auburn University | | | | Top Skills | | | | ◼Audit/Accounting/Finance and Capital Planning ◼Customer Focus and Community Engagement ◼Executive Compensation and Benefits ◼Human Capital Management ◼Strategic Planning and Strategy Development |

  35. DIRECTOR NOMINEES

    | | The Board believes that each of the 14 nominees is well qualified to serve as a Director on Regions’ Board. |

  36. DIRECTOR NOMINEES

    | Regions Financial Corporation | 2025 Proxy Statement | 33 |

  37. DIRECTOR NOMINEES

    Corporate Governance Overview Regions’ Board and executive management work together to comply with laws and regulations, as well as to provide guidance for sound decision-making and accountability. Maintaining legal and regulatory compliance is, however, a minimum standard, and we endeavor to exceed this by keeping pace with the constantly evolving governance landscape. We maintain an environment of openness and strive to protect our culture by promoting Regions’ values. We do this because it is the right thing to do, and we believe that our customers, shareholders, associates, and communities expect it if they are to continue giving us their trust and confidence. Keeping our core value “Do What is Right” in mind, we believe that Regions has implemented a strong corporate governance program that incorporates many leading practices. For a list of some of our corporate governance practices, see the Governance and Compensation Facts chart in the Proxy Summary.

  38. RELATIONSHIP OF COMPENSATION POLICIES AND PRACTICES TO RISK MANAGEMENT

    Certain practices established by the Company and overseen by the CHR Committee to manage risk related to compensation practices include: ◼Establishment of a broad, robust compensation recoupment program, including the development, review, and approval of the SEC-required clawback policy and the misconduct-based clawback policy; ◼Institution of a program providing guidance to business leadership as to the appropriate use of discretion in compensation decisions; ◼Establishment of a program covering adverse risk events and how we consider those events in making compensation decisions; ◼Assembling a centralized group that assists the business groups and units with the design of their incentive plans, so that such plans align with the Company’s and groups’ business strategies, guiding principles for variable compensation, risk appetite, and all relevant guidelines and programs; ◼Establishment of a comprehensive internal governance process covering the administration of our incentive compensation programs; ◼Putting in place effective compliance, internal control, disclosure review, and reporting programs; and ◼Developing and implementing long-term compensation awards that are subject to substantial future vesting requirements and risk of forfeiture. Vesting requirements include the passing of time, and performance against predetermined goals. As more fully described in the CD&A, the CHR Committee oversees our compensation practices and meets at least annually with the Chief Risk Officer to review incentive compensation arrangements for associate compensation plans in order to identify any features that might encourage unnecessary and excessive risk-taking or manipulation of earnings. The CHR Committee then collaborates with senior risk managers to establish and maintain processes and procedures and engage personnel to manage these compensation-related risks. The CHR Committee also undertakes an annual review of management’s risk assessment on the effectiveness of the Company’s overall compensation system, particularly its consistency with safety and soundness principles. Based on our approach to enterprise risk management, including the comprehensive risk review of our incentive compensation plans, our risk assessments for significant businesses and staff functions, and the continued emphasis on incorporating risk-mitigating practices and performance requirements within our compensation programs, we believe any risks arising from our compensation plans, programs, and practices are not reasonably likely to have a material adverse effect on the Company, and do not incentivize our associates to take unnecessary or excessive risk. Cybersecurity Oversight As a company that deals with large volumes of sensitive customer information and financial transactions, Regions treats cybersecurity risk as a key operational risk within its enterprise-wide risk management framework. Regions’ system of internal controls also incorporates an organization-wide protocol for the reporting and escalation of cybersecurity matters, including to management and the Board. The Board also receives updates on the Company’s enterprise services, which includes resilience, information technology, and cybersecurity. The Board considers both business and technical resilience, cybersecurity and technological innovation, and privacy considerations, along with related risk considerations and mitigation efforts, within the Company’s strategic plan. The Board is actively engaged in the oversight of Regions’ continuous efforts to reinforce and enhance its operational resilience and receives education on the cybersecurity landscape. The Board oversees the management of cybersecurity and related risks primarily through its Risk Committee, which is supported by various management level risk committees under the Risk Committee's purview. The Board’s Risk Committee annually reviews and approves the Company’s information security policy; reviews information and regular reports on the topic from members of management on at least a quarterly basis; and recommends actions and other steps to be taken, as it deems appropriate. Additionally, the Board’s Audit Committee periodically receives reports on the Information Security Program prepared by the Chief Information Security Officer and the Company’s Risk Management and Internal Audit functions. The Board’s Technology Committee is charged with oversight of the overall role of technology in executing Regions’ business strategy and coordinates with the Risk Committee on risk assessment and management associated with technology-related strategic investments, major technology vendor relationships, and risks associated with information technology and security activities. The Board annually reviews the information security program and, through its various committees, is briefed at least quarterly on cybersecurity matters. In addition, our management follows a risk-based escalation process to notify the Audit Committee and Risk Committee outside of the regular reporting cycle when they identify an emerging risk or material issue. For more information on Regions’ Information Security Program and related discussion, see our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC.

  39. HOW RESTRICTED STOCK UNITS WORK

    HOW RESTRICTED STOCK UNITS WORK The Annual Equity Retainer is paid in RSUs. Directors have the option to defer receipt of their RSUs in the Directors’ Deferred Restricted Stock Unit Plan. If a Director makes a timely election, his or her 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 and converted into additional RSUs. The deferred RSUs then will be paid in shares of Regions common stock on a date designated by the Director, which may be the date he or she terminates 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 is accelerated in the event of a Director’s death or a change in control of the Company.

  40. COMPENSATION PAID IN 2024 TO INDEPENDENT DIRECTORS

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | Mark Crosswhite | 125,000 | 129,983 | 5,000 | 259,983 | | Noopur Davis | 120,000 | 129,983 | — | 249,983 | | Zhanna Golodryga | 145,000 | 129,983 | — | 274,983 | | J. Thomas Hill | 122,500 | 129,983 | — | 252,483 | | John D. Johns (1) | 80,000 | — | — | 80,000 | | Joia M. Johnson | 145,000 | 129,983 | — | 274,983 | | Charles D. McCrary (1) | 80,000 | — | — | 80,000 | | Ruth Ann Marshall | 182,500 | 129,983 | 5,000 | 317,483 | | James T. Prokopanko | 150,000 | 129,983 | — | 279,983 | | Alison S. Rand | 125,000 | 129,983 | 5,000 | 259,983 | | William C. Rhodes, III (1) | 125,000 | 151,659 | — | 276,659 | | Lee J. Styslinger III | 120,000 | 129,983 | — | 249,983 | | José S. Suquet | 160,000 | 129,983 | — | 289,983 | | Timothy Vines | 125,000 | 129,983 | — | 254,983 |

  41. COMPENSATION PAID IN 2024 TO INDEPENDENT DIRECTORS

    (1)Cash and equity compensation was pro-rated to reflect partial year of service. Mr. Johns and Mr. McCrary retired from the Board effective April 17, 2024. Mr. Rhodes joined the Board effective March 1, 2024. (2)The amounts presented in this column represent, computed in accordance with FASB ASC Topic 718, the grant date fair value of the 2024 RSU award made to all independent Directors in service on April 22, 2024. The grant date fair value of the RSUs awarded on April 22, 2024, was $19.18 per share. All RSUs awarded April 22, 2024, are scheduled to vest in one lump sum on the date of the 2025 Annual Meeting. In addition, Mr. Rhodes received an RSU award when appointed to Regions’ Board on March 1, 2024. The grant date fair value of the RSUs awarded on March 1, 2024, was $18.59 per share. The RSUs awarded March 1, 2024, vested in one lump sum on the date of the 2024 Annual Meeting. (3)The amounts presented in this column reflect matching charitable gifts made through the Regions Matching Gifts Program.

  42. COMPENSATION PAID IN 2024 TO INDEPENDENT DIRECTORS

    The table below sets forth those independent Directors who served during 2024 and who had RSUs outstanding as of December 31, 2024, and the number outstanding as of that date. Regions has not granted options since 2011, and none of the independent Directors had stock options outstanding as of December 31, 2024.

  43. COMPENSATION PAID IN 2024 TO INDEPENDENT DIRECTORS

    | Name | Outstanding Restricted Stock Units (#) (1) | | Mark Crosswhite | 14,566 | | Noopur Davis | 6,933 | | Zhanna Golodryga | 14,566 | | J. Thomas Hill | 6,933 | | John D. Johns | — | | Joia M. Johnson | 13,656 | | Charles D. McCrary | — | | Ruth Ann Marshall | 51,831 | | James T. Prokopanko | 51,831 | | Alison S. Rand | 6,933 | | William C. Rhodes, III | 6,933 | | Lee J. Styslinger III | 51,831 | | José S. Suquet | 51,831 | | Timothy Vines | 51,831 |

  44. COMPENSATION PAID IN 2024 TO INDEPENDENT DIRECTORS

    (1)The amounts presented in this column represent outstanding RSUs 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 RSUs.

  45. Timothy Vines

    | What We Do (continued) | | | | | Require Double Trigger Change-in-Control Provisions (page 102) | Our change-in-control agreements, Executive Severance Plan, and long-term incentive awards require both a change-in-control and a qualifying termination of employment (a so-called “double trigger”) to trigger payment. No awards or benefits are paid only upon a change-in-control (a so-called “single trigger”). | | | Use an Independent Compensation Consultant (page 96) | The CHR Committee retains an independent compensation consultant who performs no other work for the Company. | | | Listen to and Engage with Our Shareholders (pages 35 and 77) | We conduct an annual advisory Say-on-Pay vote and actively review the results as we make program decisions. Additionally, as a part of our corporate governance shareholder engagement program, we solicit feedback regarding our compensation programs from shareholders and proxy advisors and consider any other shareholder comments we receive. |

  46. Timothy Vines

    | What We Don’t Do | | | | | No Incentive Plans that Encourage Excessive Risk Taking | Protecting against unreasonable risk is a guiding principle of our compensation philosophy and is demonstrated by balanced program design; multiple and competing performance measures; clawback and other enterprise-wide risk-related policies; and robust governance and oversight processes to identify, measure, mitigate, monitor, and report risk. Our comprehensive risk assessment of incentive plans by our Risk Management Group, including our CRO, validates our belief that none of our compensation programs create risks that are reasonably likely to have a material adverse impact on the Company. | | | No Employment Agreements for Executive Officers | Our executive officers are at-will employees with no employment contracts. | | | No Tax Gross-Ups on Perquisites (“Perks”) | We do not provide tax gross-ups to any NEOs for any taxable perk provided, and we have not entered into any agreements that provide excise tax gross-ups on change-in-control payments since 2011. | | | No Repricing of Underwater Options | Although Regions does not currently grant stock options, we cannot reprice “out-of-the-money” stock options without shareholder approval. | | | No Hedging, Pledging, or Short Sales | We do not permit our associates or Directors to hedge or short-sell Regions securities. Additionally, our executive officers and Directors are prohibited from pledging Regions securities against other debt. | | | No Dividends or Dividend Equivalents on Unvested Grants | We do not pay dividends or dividend equivalents on shares or units that are not vested. We issue dividend and dividend equivalent payments at the end of a performance period only on shares and units that ultimately vest. | | | No Excessive Perks | The CHR Committee has eliminated most perks, and those that remain are monitored to ensure they continue to be based on sound business rationale. |

  47. Timothy Vines

    | Continuous Executive Compensation Evaluation Process | | | | | Review Competitiveness and Business Objectives | | | | Prior to the start of each calendar year, the CHR Committee focuses on two areas related to upcoming compensation decisions: | | | | Review Market Competitiveness of Pay | Review Potential Plan Changes, Business Plans, Budgets, and Expected Results | | | ◼With the assistance of its independent compensation consultant, evaluates the market competitiveness of compensation for each of our executive officers to guide target compensation decisions for the year. ◼Compares compensation against that of the Company’s compensation peer group, as well as a larger group of diversified financial institutions that we compete with for both business and potential talent. ◼Reviews and determines the compensation peer group on an annual basis. For more information about our peer group, see pages 97-98 in Other Policies and Practices Impacting Compensation Decisions. | ◼Initiates discussion of compensation plan design for the coming year. Potential plan changes are discussed based on previous effectiveness evaluations. ◼Members of the management team advise the Board with respect to business plans, business risks, expected financial results, and shareholder return expectations. ◼Uses these discussions to facilitate the goal-setting process for both our short- and long-term performance-based compensation plans. |

  48. Build the Best Team

    Build the Best Team We remain committed to building a culture of organizational health that attracts and retains talent, equips managers and associates with the necessary skills to succeed, and ensures that we effectively manage performance to deliver results. These efforts included, but were not limited to, the following: ◼Leveraging technology and innovative partnerships to provide programs and resources that enhance development opportunities and emphasize upskilling and re-skilling for associates focused on critical skills needed to be successful now and in the future; and ◼Investing in benefits to prioritize associate wellbeing across all dimensions, including mental and physical health, financial health, personal and professional development, and community connection. These efforts have been validated through external recognition, such as: ◼Received two Brandon Hall Excellence Gold Awards - a top industry recognition - for our reimagined Consumer New Hire program and the Degreed Visionary Award for marketing professional development opportunities to associates from the Brandon Hall Group, a renowned professional development company that offers data, research, insights, and certification to Learning and Talent executives and organizations; ◼Designated a Military Friendly Employer for the fifth consecutive year by Military Friendly, for our efforts to recruit, retain and advance veterans, service members and military spouses; ◼Recognized as an Employer Honoree by the 2024 American Opportunity Index for the second year in a row, which measures how effective companies are at developing talent to drive business performance and advance individual employees’ careers; ◼Recognized as a “Best Place to Work for Disability Inclusion” for the fourth year in a row by the Disability Equality Index, a joint initiative of the American Association of People with Disabilities and Disability:IN, the leading nonprofit resource for business disability inclusion worldwide; and ◼Awarded the tenth consecutive Exceptional Workplace Award by Gallup in 2024 and designated among five organizations worldwide as a winner “With Distinction” for our longstanding commitment. This award recognizes organizations that are devoted to cultivating a culture of engagement and know that investing in people is the key to performance and excellence and high engagement.

  49. Annual Incentive Targets

    Annual Incentive Targets The CHR Committee considered competitive market information, as well as individual performance and contribution to the Company, and approved an increase in annual incentive target opportunity for Mr. D. Turner and Mr. Smith and determined no changes would be made to the other NEOs’ annual incentive targets for 2024.

  50. Long-Term Incentive Targets

    Long-Term Incentive Targets With respect to long-term incentive compensation, the CHR Committee approved target increases for four NEOs as compared to 2023. As further discussed on page 88, the long-term incentive targets increased by $300,000 for Mr. J. Turner, $100,000 for Mr. D. Turner, $100,000 for Mr. Smith, and $100,000 for Mr. Keenan, resulting in targets of $5,900,000, $1,600,000, $1,600,000, and $1,300,000, respectively.

  51. New Hire Compensation Targets

    | | | | | 2024 Annual Incentive (1) | | | | 2024 Long-Term Incentive | | | | | Name | Base Salary Change (%) | | 2024 Annualized Base Salary ($) | Previous Target (%) | 2024 Target (%) | | Target Annual Incentive ($) | Target Change ($) | | Target ($) | 2024 Total Target Compensation ($)(2) | | John M. Turner, Jr. | ñ | 4.5 | 1,150,000 | 180 | ó | 180 | 2,070,000 | ñ | 300,000 | 5,900,000 | 9,120,000 | | David J. Turner, Jr. | ó | — | 705,000 | 115 | ñ | 125 | 881,250 | ñ | 100,000 | 1,600,000 | 3,186,250 | | Russell K. Zusi (3) | | | 650,000 | | | 115 | 747,500 | | | 1,400,000 | 2,797,500 | | Ronald G. Smith | ñ | 4 | 625,000 | 115 | ñ | 125 | 781,250 | ñ | 100,000 | 1,600,000 | 3,006,250 | | David R. Keenan | ñ | 4 | 625,000 | 115 | ó | 115 | 718,750 | ñ | 100,000 | 1,300,000 | 2,643,750 |

  52. New Hire Compensation Targets

    (1)The 2024 annual incentive target is based on multiplying the NEO’s target bonus opportunity percentage by the annualized 2024 base salary for each NEO (based on annualizing base salary rates as determined by the CHR Committee). Calculating the annual target incentive in this manner does not take into consideration the timing of changes in base salary, should any change occur, throughout the year. (2)The CHR Committee considers Total Target Compensation to be the target NEO compensation for the performance period. The Summary Compensation Table reports additional elements of compensation including the value of certain perks and benefits and an annual change in pension value. While the CHR Committee considers our executives’ participation in certain benefits (including retirement benefits) in making its decisions about compensation, it does not consider these items to represent annual compensation. (3)Mr. Zusi was employed effective January 1, 2024. Per his employment offer letter, Mr. Zusi’s 2024 compensation included annualized base salary and incentive targets as shown.

  53. 2024 ANNUAL CASH INCENTIVE PAYMENTS

    2024 ANNUAL CASH INCENTIVE PAYMENTS

  54. Plan Requirements

    Plan Requirements At the beginning of each year, the CHR Committee establishes corporate performance targets based on our financial plans, budgets, and expectations in support of strategic priorities, subject to the safety and soundness requirements described below. For 2024, the CHR Committee maintained the fundamental design of the annual incentive program with annual performance metrics and goals determined on an absolute basis, a customer service modifier, and individual performance requirements. The combination of corporate and individual performance results in an annual cash incentive award that can be earned between zero percent and 200 percent of target. The design of the annual cash incentive plan, as determined in early 2024, is tied to the achievement of strategic priorities as follows:

  55. Plan Requirements

    | Annual Incentive Plan | | | | | | | | | | | | Plan Components | 70% Corporate Performance | | | 30% Individual Performance | | | | | | Total Performance | | Performance Metrics | 50% Adjusted Net Income Available to Common Shareholders | 50% Adjusted Efficiency Ratio | | Strengthen Financial Performance | Enhance Risk Management | Focus on the Customer | Build the Best Team | Continuous Improvement | | | | Modifier | Customer Service (+/- 10%) | | | | | | | | | | | Safety & Soundness Requirements | Capital & Liquidity Thresholds (up to -40%) | | | | | | | | | |

  56. Safety and Soundness Requirements

    Safety and Soundness Requirements In keeping with prior years, the CHR Committee decided that in addition to the specific corporate and individual performance requirements, any payout of annual incentive compensation should be subject to meeting safety and soundness thresholds. Guidance issued by the Federal Reserve instructs banking institutions to consider the “full range of current and potential risks including the cost and amount of capital and liquidity needed to support risks” in their compensation plans. To address this principle, the CHR Committee included the potential for two negative adjustments designed to reduce annual incentive payments in the event Regions does not maintain capital and liquidity at levels vital to the safety and soundness of the Company. The deduction for not meeting each requirement is 20 percent of the measured achievement. Therefore, even if corporate performance meets the financial and customer service goals set by the Board, the portion of incentive compensation based on corporate performance may be reduced up to 40 percent if performance is at the expense of capital and/or liquidity requirements.

  57. Individual Performance Component

    Individual Performance Component In keeping with its philosophy that individual performance plays an important role in our annual incentive plan design, the CHR Committee did not change the weighting of individual performance for 2024. Strategic objectives, as listed in the annual incentive plan graphic, were added within each NEOs’ individual performance goals to further our commitment to shared value to our associates, our shareholders, and the communities we serve. Individual goals for each NEO include other tailored evaluations of financial and non-financial performance metrics including important risk-related factors. In assessing individual performance, the CHR Committee reviewed individual accomplishments and considered each individual’s contribution to the Company’s strong relative performance in light of unforeseen industry challenges.

  58. 2024 Annual Incentive Plan Results

    2024 Annual Incentive Plan Results For all of our NEOs, 70 percent of the annual incentive is based upon corporate performance, with the remaining 30 percent of the annual incentive based upon an assessment of each NEO’s individual performance.

  59. Assessment of Corporate Performance

    | | | Absolute Performance Against Internal Targets | | | | | | | | | | 2024 Goal Achievements | | | | | | | | Performance Metrics | | Threshold | Target | Maximum | Attainment | % of Goal | | | | Weighting | Profitability Metrics | | | | | | | | | 50% | Adjusted Net Income Available to Common Shareholders ($ millions)(1) | $1,398 | $1,864 | $2,237 | $1,975 | 104% | = | 103% | | 50% | Adjusted Efficiency Ratio (1) | 61.5% | 58.0% | 55.0% | 57.6% | 101% | | | | Modifier | Customer Service Metrics | | | | | | | | | Plus or minus 10 points | ◼Subtract 1 point for every percentile below the 70th percentile, maximum 10 points ◼No modification between 70th and 80th percentile ◼Add 1 point for every percentile above the 80th percentile, maximum 10 points | | | | >90th | Maximum | = | 10% | | Total Corporate Performance | | | | | | | | 113% |

  60. 2024 Annual Incentives Earned

    2024 Annual Incentives Earned As a result of the 2024 performance decisions discussed above, the CHR Committee approved the following annual cash incentive payments for our NEOs in early 2025:

  61. 2024 Annual Incentives Earned

    | Name | 2024 Target Incentive ($) (1) | Total Incentive Received ($) | | John M. Turner, Jr. | 2,053,039 | 2,486,230 | | David J. Turner, Jr. | 881,250 | 1,027,538 | | Russell K. Zusi | 733,125 | 887,814 | | Ronald G. Smith | 775,361 | 869,180 | | David R. Keenan | 713,332 | 863,845 |

  62. 2024 Annual Incentives Earned

    (1)The 2024 target incentive is based on multiplying the NEO’s bonus opportunity percentage achieved by the actual salary paid to the NEO during 2024. Using the actual salary paid accommodates changes in base salary, should any change occur, throughout the year.

  63. LONG TERM INCENTIVE PLAN (“LTIP”)

    LONG TERM INCENTIVE PLAN (“LTIP”) The CHR Committee believes long-term incentive compensation plays an important role in linking incentives to risk outcomes or aspects of performance that become apparent only with the passage of time. The responsibilities of our NEOs are largely strategic in nature, and while our NEOs diligently work to understand and mitigate risks, the actual outcomes of many of the business actions taken will not be certain for extended periods of time. For this reason, long-term incentive compensation is the largest portion of our executive compensation program.

  64. LONG TERM INCENTIVE PLAN (“LTIP”)

    | Regions Financial Corporation | 2025 Proxy Statement | 87 |

  65. 2024 Long Term Incentive Plan Grants

    2024 Long Term Incentive Plan Grants The CHR Committee met independently with its compensation consultant to review the long-term incentive grant target for Mr. J. Turner. After reviewing Mr. J. Turner’s total compensation target compared to that of other CEOs within our compensation peer group, the CHR Committee determined to increase the value of Mr. J. Turner’s long-term compensation target by $300,000 to a total target of $5,900,000. The CHR Committee’s decision was informed by market competitive information and driven by recognition of his strong leadership and performance leading the Company in the prior year. In setting the value of the long-term incentive compensation for our other NEOs, the CHR Committee reviewed recommendations from Mr. J. Turner for his direct reports and consulted with its independent compensation consultant. Changes in value from the prior year for three other NEOs included an increase of $100,000 in the targets for each of Mr. D. Turner, Mr. Smith, and Mr. Keenan, resulting in 2024 awards of $1,600,000, $1,600,000, and $1,300,000, respectively. These changes were approved based on an analysis of competitive market data for the NEOs’ positions and in recognition of ongoing performance and contributions to Company success. The value of long-term incentive grant for Mr. Zusi was aligned with other executives upon hire. On February 26, 2024, the CHR Committee approved the total grant values for NEOs and set a future grant date of April 1, 2024, in keeping with our normal business practices and schedules. The table below presents the targeted economic value of the grants awarded by the CHR Committee to each NEO on April 1, 2024, and the division of the grant between each long-term component:

  66. 2024 Long Term Incentive Plan Grants

    | Name | Total Targeted LTIP Economic Value ($)(1) | | Value of RSUs ($)(2) | Value of PSUs ($)(2) | Value of PCUs ($) | | John M. Turner, Jr. | ñ | 5,900,000 | 1,966,667 | 1,966,667 | 1,966,666 | | David J. Turner, Jr. | ñ | 1,600,000 | 533,333 | 533,333 | 533,334 | | Russell K. Zusi | | 1,400,000 | 466,667 | 466,667 | 466,666 | | Ronald G. Smith | ñ | 1,600,000 | 533,333 | 533,333 | 533,334 | | David R. Keenan | ñ | 1,300,000 | 433,333 | 433,333 | 433,334 |

  67. 2024 Long Term Incentive Plan Grants

    (1)Economic value is determined by dollar amount in early 2024. (2)As discussed below and in the tables on page 106 and 107, executives were granted awards on April 1, 2024, using the 30-day average stock price to determine the number of shares granted as RSUs and PSUs.

  68. Long Term Incentive Program Components

    Long Term Incentive Program Components Our long-term incentive program is designed to drive long-term performance, enhance retention, align with shareholders’ interests, and address longer-term risk concerns. Grants to NEOs are split equally among the following three components, each designed to support a distinct goal of our compensation philosophy: ◼Restricted Stock Unit Awards (“RSUs”), ◼Performance Stock Unit Awards (“PSUs”), and ◼Performance Cash Unit Awards (“PCUs”). RSUs represent one-third of the award and include a three-year service-based vesting requirement, which means that the awards will generally not vest unless the NEO remains employed until April 1, 2027 (i.e., the third anniversary of the grant). In addition to the service-based vesting requirement, RSU awards are subject to an additional risk-based vesting requirement that protect the safety and soundness of the Company. In the event that Regions does not continually meet standards for liquidity and capital deployment throughout the entire three-year vesting period, up to 40 percent of the RSU award may be forfeited, regardless of meeting the service requirement. The CHR Committee has chosen to include RSU grants in the design of the program because they encourage retention of executives while also closely tying executive interests to those of shareholders.

  69. Long Term Incentive Program Components

    | 88 | Regions Financial Corporation | 2025 Proxy Statement |

  70. Long Term Incentive Program Components

    PSUs and PCUs are performance-based awards and equally comprise the remaining two-thirds of the award. PSUs and PCUs can be earned between zero percent and 150 percent of target depending on the level of achievement. The CHR Committee has chosen to split the performance-based portion of the award between these two types of grants in order to incentivize executives to superior performance, but also limit leverage that might encourage excessive risk taking. PSUs require performance hurdles to be met to establish the number of shares ultimately paid under the award. In addition, since the award is delivered in shares of stock of the Company, its value is tied to Company performance and shareholder interest through stock price performance creating what is often referred to as “double leverage.” PCUs include the same performance hurdles, but since they are denominated in cash rather than stock, there is less upside and downside opportunity in these grants giving them a lower risk profile than that of PSUs. The CHR Committee believes splitting performance-based awards between these two vehicles with different risk profiles is in the best interest of the Company and shareholders. The CHR Committee also believes the PSU and PCU awards should be subject to the service vesting and safety and soundness requirements; therefore, just like RSUs, these awards include a three-year service-based vesting requirement and are subject to the standards and forfeiture provisions related to liquidity and capital deployment requirements, as described above.

  71. Performance Measures

    Performance Measures The performance measures included in the PSU and PCU awards are chosen because they are operating measures that: (i) are critical to the long-term success of the Company, (ii) are transparent to shareholders and the NEOs, and (iii) create healthy tension between profitability and the quality of earnings, which is important to shareholder value. Additionally, performance goals are based on anticipated capital distribution plans as submitted to our bank regulators through the Comprehensive Capital Analysis and Review (“CCAR”) process and approved by the Board. As a result, management has limited discretion in altering capital plan actions which, in turn, limits their ability to impact executive compensation.

  72. Balancing of Absolute and Relative Performance

    | Long-Term Incentive Plan | | | | | Grant Types | 33.33% Time Based Awards | 66.67% Performance Based Awards | | | | 33.33% Restricted Stock Unit Awards | 33.33% Performance Stock Unit Awards | 33.33% Performance Cash Unit Awards | | Performance Metrics | Value may change based on stock price | 50% Return on Average Tangible Common Equity (1) Compared against internal goals (50%) and peer performance (50%) | | | | | 50% Cumulative Compounded Diluted Earnings Per Share Growth (1) Compared against internal goals (50%) and peer performance (50%) | | | Safety & Soundness Requirements | Capital & Liquidity Thresholds (up to -40%) | | |

  73. LTIP Design for 2024 -2026 Performance Period

    LTIP Design for 2024 -2026 Performance Period On February 26, 2024, the CHR Committee approved a LTIP design for the 2024-2026 performance period using two performance metrics, Return on Average Tangible Common Equity (“ROATCE”) and cumulative compounded diluted Earnings Per Share Growth (“EPS Growth”), both adjusted for incentive calculation purposes and further described below (for non-GAAP reconciliation information, see Appendix C). The design and its associated goals were determined by considering financial and operational expectations related to our strategic planning process for the January 1, 2024, through December 31, 2026, performance period. The CHR Committee also determined the grants would be made on April 1, 2024. Additional performance details include the following: ◼Performance Metrics – The CHR Committee determined that the 2024 performance-based grants would maintain the two metrics for measurement as utilized in the 2022-2024 and 2023-2025 design, ROATCE and EPS Growth. In making its decision, the CHR Committee noted that given market expectations, both measures remained the most critical long-term performance metrics to align management with shareholder value creation. ◼Performance Measurement – In measuring performance, the CHR Committee determined that ROATCE and EPS Growth would be measured utilizing a performance matrix that considers both absolute and relative performance, each with an equal weight of 25 percent. Absolute performance requirements would be based on the expectations for Regions’ own three-year business plan while relative performance would be measured against the performance of peers along a continuum that ranges from zero to 150 percent of target. ◼Evaluating Relative Performance – At the conclusion of the three-year performance period, the performance peer group is ranked from highest to lowest performance and Regions’ relative ranking is calculated as a percentile (see pages 97-98 for a detailed description of the performance peer group). Based on the current 14 banks in the peer group (Regions included), Regions’ ranking must be at least seventh (i.e., performance must be better than half of peers) to receive payout above target. A ranking of eighth will yield payout below target. Payouts for in-between performance will be calculated using straight-line interpolation. ◼Calculation of Performance Metrics – In continued response to the 2020 CECL accounting changes and in keeping with the annual cash incentive plan design, the CHR Committee sought to insulate incentive performance from volatility related to CECL credit loss provisioning. As a result, net charge-offs, which better reflects actual performance, was substituted for provision in the absolute performance calculation for both ROATCE and EPS Growth. Additionally, the CHR Committee approved eliminating Accumulated Other Comprehensive Income (“AOCI”) from the denominator of the absolute performance calculation for ROATCE in order to mute the effect of volatile interest rate changes on market value adjustments that are reflected in tangible common equity. These adjustments are consistent with the prior year plan design. For non-GAAP reconciliation information, see Appendix C. Relative performance against peers for both metrics will be determined on a traditional GAAP basis.

  74. LTIP Design for 2024 -2026 Performance Period

    | 90 | Regions Financial Corporation | 2025 Proxy Statement |

  75. LTIP Design for 2024 -2026 Performance Period

    The following matrices set forth how the performance of ROATCE and EPS Growth for compensation purposes translates into the ultimate payout level of the PSUs and PCUs granted in 2024:

  76. LTIP Design for 2024 -2026 Performance Period

    | ROATCE Metric — 50% Weight | | | | | | | | | | Peer Group | | Payout Opportunity for ROATCE Goal | | | | | | Relative ROATCE (3-year Average) | Max | 75 %ile | 50% | 75% | 100% | 125% | 150% | | | Target | 50 %ile | 25% | 50% | 75% | 100% | 125% | | | Thresh. | 25 %ile | 0% | 25% | 50% | 75% | 100% | | | | | Significantly Below Target | Below Target | Slightly Below Target | Target | Above Target | | | | | Regions’ Absolute Adjusted ROATCE (3-year average) | | | | |

  77. LTIP Design for 2024 -2026 Performance Period

    | EPS Growth Metric — 50% Weight | | | | | | | | | | Peer Group | | Payout Opportunity for EPS Growth Goal | | | | | | Relative EPS Growth (3-year cumulative CAGR) | Max | 75 %ile | 50% | 75% | 100% | 125% | 150% | | | Target | 50 %ile | 25% | 50% | 75% | 100% | 125% | | | Thresh. | 25 %ile | 0% | 25% | 50% | 75% | 100% | | | | | Significantly Below Target | Below Target | Slightly Below Target | Target | Above Target | | | | | Regions’ Absolute Adjusted EPS Growth (3-year cumulative CAGR) | | | | | | ”CAGR” - Compound Annual Growth Rate | | | | | | | |

  78. LTIP Design for 2024 -2026 Performance Period

    Performance targets and the payout percentages generated for each level of long-term incentive performance are determined each year by the CHR Committee based on Company budgets and goals, as well as known prevailing economic conditions. We do not disclose the internal absolute performance targets set for the three-year performance period in the above matrix because such disclosure could be construed as earnings guidance. The CHR Committee believes the target levels for absolute performance are challenging, yet achievable. While we do not disclose forward-looking goals, we commit to disclosing target performance and performance achievement in the CD&A each year as performance awards vest. Though the matrix above does not include goals, it demonstrates the expectation of a zero percent payment if we do not meet approximately one-half of the cumulative amount projected, as part of our strategic planning process, for the three-year period ending December 31, 2026.

  79. LTIP Design for 2024 -2026 Performance Period

    | Regions Financial Corporation | 2025 Proxy Statement | 91 |

  80. Payout of 2022-2024 Performance-Based Awards and Differences in SEC Reporting Requirements and How the CHR Committee Views Compensation

    Payout of 2022-2024 Performance-Based Awards and Differences in SEC Reporting Requirements and How the CHR Committee Views Compensation

  81. Payout of 2022-2024 Performance-Based Awards and Differences in SEC Reporting Requirements and How the CHR Committee Views Compensation

    | It is important to note that the CHR Committee considers LTIP awards as compensation for the year in which the award is granted. As a result, there are multiple differences between how the CHR Committee views compensation and the SEC reporting requirements that impact this year’s Summary Compensation Table. These differences are described below: | | | | | | | | | | ◼The CHR Committee considers the entirety of the 2024-2026 LTIP award as compensation given to the NEOs at the time of the grant – in April 2024. In contrast, the SEC views only the equity denominated portion of the award to be 2024 compensation and will not consider the performance-based cash unit awards (PCUs) to be compensation until the end of the performance period when the LTIP awards fully vest. Due to this difference, the equity denominated awards (PSUs and RSUs) are reported in the Summary Compensation Table under the “Stock Awards” column in the year the grant is made. However, the PCUs, with the same performance period and vesting date, will not be reported as compensation until the value of the cash is earned at the end of the performance vesting period in 2026. ◼An additional difference between SEC reporting requirements and the CHR Committee’s view of compensation relates to the reported value of stock-based awards. The SEC rules require that companies report the value of equity-denominated awards in the “Stock Awards” column of the Summary Compensation Table in the year they are granted. This is the same way the CHR Committee considered these awards. However, there is a difference in the values noted in the table below and the values reported in the Summary Compensation Table due to the way we determine the number of shares each NEO will receive after the CHR Committee has established the monetary value of an award. To determine the number of PSUs and RSUs, we divide the monetary award value by the 30-day average closing price of Regions common stock prior to the grant date to minimize any impact of day-to-day stock price changes on the number of shares granted. The 30-day average for 2024 was $19.64. However, SEC rules require us to report the grant date fair value of shares in our tables. For grants made in 2024, the fair value for RSUs and PSUs was the closing price on the date of grant, which was $20.56 per share. ◼The CHR Committee considers the entirety of the 2022-2024 LTIP award as compensation given to the NEOs at the time of the grant – in April 2022. However, the SEC requires awards denominated as cash awards (such as Regions PCUs) be reported in the year that they vest, rather than in the year they are granted. As such, the Summary Compensation Table on page 104 includes the value of the 2022 PCU awards in its totals and does not include the similar grant values from PCUs granted as a part of the 2024 grant cycle described on pages 88-91. | | | | | | | | To understand the value reported in the Summary Compensation Table related to PCU awards, the following is a summary of the 2022 award. The 2022 PCU award was subject to a three-year performance period that ended on December 31, 2024. The following table sets forth the performance metrics achieved for the performance period and the percent of target earned by the NEOs as of the end of 2024: | | | | | | | | | | | | 2022 - 2024 Performance-Based Award Results | | | | | | Performance Metrics and Weights | | | Target | Performance | Payout | Weight | Payout % of Target | | Absolute ROATCE(1) | | 25% | 17.0% | 23.49% | 150% | 50% | 75% | | Relative ROATCE | | 25% | 50th percentile | 96th percentile | | | | | Absolute EPS Growth (3-year Cumulative CAGR)(1) | | 25% | 6.0% | 9% | 136% | 50% | 68% | | Relative EPS Growth (3-year Cumulative CAGR) | | 25% | 50th percentile | 61st percentile | | | | | Final Results | | | | | | | 143% | | (1)Non-GAAP measure - see reconciliation for LTIP metrics in Appendix C. ”CAGR” - Compound Annual Growth Rate In addition to the performance metrics listed above, Regions met the standards for liquidity and capital deployment throughout the 2022-2024 vesting period; therefore, no adjustment was made to the award. | | | | | | | | | Name | | | | 2022 Target PCUs Granted ($) | Payout % of Target (%) | | Value of PCUs Received ($) | | John M. Turner Jr. | | | | 1,750,000 | 143 | | 2,502,500 | | David J. Turner, Jr. | | | | 500,000 | 143 | | 715,000 | | Ronald G. Smith | | | | 400,000 | 143 | | 572,000 | | David R. Keenan | | | | 333,333 | 143 | | 476,666 | | For further information, page 82 includes an alternative compensation table that details the way the CHR Committee views the compensation decisions made for 2024. | | | | | | | |

  82. Payout of 2022-2024 Performance-Based Awards and Differences in SEC Reporting Requirements and How the CHR Committee Views Compensation

    | 92 | Regions Financial Corporation | 2025 Proxy Statement |

  83. Payout of 2022-2024 Performance-Based Awards and Differences in SEC Reporting Requirements and How the CHR Committee Views Compensation

    Other Benefits and Perks In addition to the compensation elements described above, NEOs participate in limited perk programs and other benefits programs, many of which are available to all associates.

  84. Pension Benefits Compensation

    Pension Benefits Compensation The Pension Benefits description and table beginning on page 110 include a more detailed description of retirement benefits and a calculation of the value of pension benefits for each NEO. In addition, the Summary Compensation Table provides a value that represents the change in the lump sum value of pension benefits from 2023 to 2024. Several factors influence the calculation of this change. For most participants, the change is a result of additional years of service, the passage of time, and changes in the discount rate and actuarial mortality table. Notably, due to his election to freeze his SERP benefit and transfer the value of that benefit to the Excess 401(k) Plan, the Summary Compensation Table reflects a significantly lower change in pension value for Mr. D. Turner when compared to previous years.

  85. Pension Benefits Compensation

    | Regions Financial Corporation | 2025 Proxy Statement | 93 |

  86. Understanding the Annual Change in Pension Value

    | No additional pension benefits | ◼2024 annual change in pension value is not due to any modifications to the existing pension program or formulas. ◼Regions’ Retirement Plan was closed to new participants in 2007; less than 10 percent of our associates remain participants in the plan. | | Annual changes primarily driven by macroeconomic and non-performance factor changes | ◼For most participants, the change in value is a result of an additional year of service, the passage of time, and changes in the discount rate and mortality table. ◼Form of payment election also impacts the assumptions used to determine the value of the benefit. Should the participant change their payment election, Regions would be required to change the method by which the annual change in pension value is determined. ◼Traditional pension plans are extremely sensitive to interest rate changes, which are macroeconomic factors out of the Company’s control. ◼Unlike the annual and long-term incentive plans, which are performance based, pension values are driven mostly by non-performance factors. ◼Our SERP benefit formula is a “final average earnings” formula using the highest three consecutive years of eligible compensation. As a result, increases in eligible compensation can have a significant impact on the change in pension value when the years of higher pay replace lower values in the three-year average calculation. |

  87. COMMITTEE MEETINGS

    associate conduct and a comprehensive risk assessment of the Company’s incentive plans, including both plans that cover executive officers, as well as plans that cover other associates of the Company. Throughout 2024, the CHR Committee also heard from other executives in relation to Human Capital Management and other topics of interest. Additionally, every CHR Committee meeting includes an executive session without the participation of any member of the executive management team. The independent compensation consultant typically participates in a portion of these executive sessions. Compensation Consultant Disclosure During 2024, the CHR Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) to provide independent information and consultation regarding the design and implementation of our executive compensation programs. FW Cook is a nationally recognized compensation consulting firm serving a large number of Fortune 500 companies and is engaged by and performs work solely for the CHR Committee. It is the CHR Committee’s view that its compensation consultant and any other advisors should be able to render candid and direct advice independent of management’s influence, and numerous steps have been taken to satisfy this objective. Annually, and most recently in December 2024, the CHR Committee considers the independence of FW Cook in light of current SEC rules and NYSE listing standards. The CHR Committee requested and received a letter from FW Cook addressing its independence, including the following factors: ◼other services provided to Regions by FW Cook; ◼fees paid by Regions as a percentage of FW Cook’s total revenue; ◼policies or procedures maintained by FW Cook that are designed to prevent a conflict of interest; ◼any business or personal relationships between the individual consultants involved in the engagement and a member of the CHR Committee; ◼any Regions equity securities owned by the individual consultants involved in the engagement and certain of their family members; and ◼any business or personal relationships between Regions’ executive officers and FW Cook or the individual consultants involved in the engagement. The CHR Committee discussed these considerations and concluded that no conflict of interest exists. FW Cook reports directly to the CHR Committee and engages with the CHR Committee Chair and members without the presence of management. Additionally, they work with Regions’ management, at the direction of the CHR Committee, to obtain information and further the CHR Committee’s goals. FW Cook does not do any work for executive management and provides no other services to Regions. The scope of services provided by FW Cook for the CHR Committee during 2024 included: ◼Attending all CHR Committee meetings; ◼Advising the CHR Committee regarding matters related to executive succession planning, retirement, and transition; ◼Providing the CHR Committee with analysis of competitive market data to assist in establishing target levels for compensation components, such as base salary levels, annual incentives, long-term performance awards, and benefit levels for executive management; ◼Assisting the CHR Committee with the evaluation and establishment of the design and construct of the short-term and long-term incentive programs for 2024, including values, opportunity levels, performance metrics, targets (including thresholds and maximums), performance curves, peer group comparisons, and risk mitigants to be included in the plan; ◼Advising the CHR Committee with respect to year-end compensation determinations based on performance evaluations and other factors, including succession planning and related considerations; ◼Providing competitive market practices regarding Director compensation targets and programs;

  88. USE OF PEER GROUPS FOR BENCHMARKING PURPOSES

    USE OF PEER GROUPS FOR BENCHMARKING PURPOSES The CHR Committee utilizes two peer groups: one to benchmark executive compensation and one to benchmark corporate performance. Although the peer groups are similar, the CHR Committee believes compensation measures should be reviewed against financial institutions with executive positions that are most similar in breadth and scope to Regions and represent the financial institutions that compete with Regions for our top executive talent. Performance is more appropriately measured against a broad group of financial institutions that investors would consider in competition with Regions for their investment dollars. In conjunction with its independent compensation consultant, the CHR Committee reviews both peer groups each year.

  89. Compensation Peer Group

    Compensation Peer Group In determining the competitiveness of compensation compared to the market, the CHR Committee, with the assistance of its independent compensation consultant, regularly reviews the compensation of our executive officers against the Company’s compensation peer group and against survey data from a larger segment of companies within the financial services industry. While we do not specifically benchmark each individual Regions position to specific job matches within these peer companies, we use the information from these peers to assist the CHR Committee in evaluating the competitiveness of the compensation of our executive team including the NEOs covered in this proxy statement. The CHR Committee believes that peer group construction revolves around finding a balance between including relative companies that match Regions in size and focus and enough companies to make comparisons meaningful. The companies listed below are those that the CHR Committee believes are appropriate for compensation benchmarking purposes due to industry, asset size, revenue, and market capitalization. When evaluating the compensation peer group for 2024 plans and pay levels, the CHR Committee’s independent compensation consultant recommended removing Capital One Financial Corporation from the compensation peer group due to limited alignment to selection criteria given its assets and revenues are more than three times those of Regions’. Further, the addition of First Citizens Bancshares Inc. to the peer group was recommended considering that it is better aligned to scale selection criteria and the fact that Regions competes with First Citizens Bancshares, Inc. for business and talent. All other existing peers remain suitable for inclusion. After reviewing the existing group and recommendation, the CHR Committee elected to approve the compensation peer group as proposed. In addition to reviewing compensation peer group information annually, the CHR Committee’s independent compensation consultant periodically reviews the Company’s total compensation program against broader financial services industry survey data compiled by other sources (including compensation surveys prepared for the financial services industry by McLagan, a leading performance/reward consulting and benchmarking firm focused specifically on the financial services industry). All of this information is used by the CHR Committee when it considers the competitiveness and appropriateness of the amount and composition of pay at Regions.

  90. Performance Peer Group

    Performance Peer Group For purposes of measuring relative performance under our long term incentive plan, we use a peer group that is slightly different from the one utilized for compensation analysis. The key driver for performance peer group selection is business similarities. The CHR Committee, with the assistance of its independent compensation consultant, looks for a focus on retail, consumer, and corporate banking with a regional/geographic focus. Though the CHR Committee also considers size, it is not a key determining factor due to its lack of material impact on performance comparisons, especially when related to its impact on compensation comparisons. The CHR Committee approved the performance peer group without changes for 2024.

  91. Performance Peer Group

    | Regions Financial Corporation | 2025 Proxy Statement | 97 |

  92. Performance Peer Group

    The 2024 compensation and performance peer groups are presented below:

  93. Performance Peer Group

    | Company | Ticker | 12/31/2024 Assets ($ in millions) | 12/31/2024 Market Cap ($ in millions) | Compensation Peer Group | Performance Peer Group | | U.S. Bancorp | USB | 678,318 | 74,616 | | | | PNC Financial Services Group, Inc. | PNC | 560,038 | 76,520 | | | | Truist Financial Corporation | TFC | 531,176 | 57,588 | | | | First Citizens Bancshares Inc.(1) | FCNCA | 223,720 | 29,204 | | | | Citizens Financial Group Incorporated | CFG | 217,521 | 19,285 | | | | Fifth Third Bancorp | FITB | 212,927 | 28,351 | | | | M&T Bank Corporation | MTB | 208,105 | 31,195 | | | | Huntington Bancshares Incorporated | HBAN | 204,230 | 23,637 | | | | KeyCorp | KEY | 187,168 | 18,962 | | | | Regions Financial Corporation | RF | 157,302 | 21,376 | | | | Zions Bancorporation | ZION | 88,775 | 8,013 | | | | First Horizon Corporation | FHN | 82,152 | 10,677 | | | | Comerica Incorporated | CMA | 79,297 | 8,134 | | | | Synovus Financial Corporation | SNV | 60,234 | 7,258 | | | | Hancock Whitney Corporation | HWC | 35,082 | 4,709 | | |

  94. Performance Peer Group

    (1)Market Capitalization shown for First Citizens Bancshares Inc. includes shares of both Class A and Class B common stock. Class B common stock has less liquidity and public float than Class A common stock and is quoted on the OTC Pink Market under the symbol FCNCB. The above-noted peer groups are not the same as the group of companies that comprise the S&P 500 Banks Index, which is the index included in the stock performance chart presented in Regions’ Annual Report on Form 10-K for the year ending December 31, 2024, and repeated in the Proxy Summary section of this proxy statement. Each of these peer groups represents a smaller group of financial institutions tailored primarily by asset size, core business services, geographic similarity, and alignment to the principles for each type of measurement.

  95. EQUITY GRANT POLICIES AND PRACTICES

    EQUITY GRANT POLICIES AND PRACTICES A grant of equity compensation to eligible key associates is generally made on an annual basis. Although the Company does not currently plan to issue stock option grants under the 2025 LTIP, the plan requires that the exercise price for options be no less than the closing price of Regions common stock on the date of the grant in the event this practice resumes. The CHR Committee has adopted a schedule and process of reviewing the program provisions and grant levels in the first quarter of the year to coincide with the annual performance management compensation review process established by the Company for all associates. As a part of that process each year, the CHR Committee will pre-establish a grant date for grants to eligible associates subject to the needs and business considerations of the Company. In keeping with long-standing practice, the equity grants to all eligible key associates were made on April 1, 2024. The CHR Committee specifically approves all grants of equity compensation to executive officers and Directors, as well as other officers covered by Section 16(a) of the Exchange Act. The CHR Committee has delegated authority to the CEO to determine and approve annual grants, as well as modify outstanding grants, to other key associates within the limits and budgets established each year as part of the CHR Committee’s consideration of the annual grant program guidelines. From time to time, the Company may find it necessary to issue special grants to new hires or other key associates outside of the normal grant process. The CHR Committee also has delegated authority to the CEO to determine the need for and value of these grants. For these grants, the

  96. EQUITY GRANT POLICIES AND PRACTICES

    | 100 | Regions Financial Corporation | 2025 Proxy Statement |

  97. EQUITY GRANT POLICIES AND PRACTICES

    CHR Committee’s policy provides that grants will be made on the first business day of the calendar quarter following the hire date or the determination for the need to grant an award for retention purposes. This timing was chosen to prevent even an appearance that either management or the associate could manipulate the pricing date and also to reduce the administrative and accounting burden that would be created by multiple grant dates. Any grants made by the CEO are reported to the CHR Committee on a regular basis each year. The Company does not grant RSUs, PSUs or PCUs to our executive officers in anticipation of the release of significant earnings announcements or other material non-public information (“MNPI”) likely to result in changes to the price of our common shares. Similarly, we do not time the release of MNPI based on equity award grant dates. In the event MNPI becomes known to the CHR Committee prior to granting an equity award, the CHR Committee will take the existence of such information into consideration and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety.

  98. POLICY ON CASH VERSUS NON-CASH AND CURRENT VERSUS FUTURE COMPENSATION

    POLICY ON CASH VERSUS NON-CASH AND CURRENT VERSUS FUTURE COMPENSATION The CHR Committee does not maintain a stated policy that dictates cash versus non-cash compensation or current versus future compensation. However, the allocation of cash and non-cash compensation for each of the NEOs is reviewed by the CHR Committee annually and reflects the CHR Committee’s best efforts to balance short-term and long-term objectives of the Company. STOCK OWNERSHIP GUIDELINES, STOCK RETENTION REQUIREMENTS, AND OTHER POLICIES RELATED TO STOCK OWNERSHIP (PROHIBITIONS AGAINST INSIDER TRADING, HEDGING, AND PLEDGING OF REGIONS SECURITIES) Regions has adopted stock ownership guidelines requiring executive officers and members of the Board to have a meaningful economic stake in Regions. These guidelines are designed to maintain stock ownership levels high enough to ensure our commitment to creating shareholder value. For purposes of meeting the guidelines, the following types of stock ownership are counted: ◼Shares directly owned by the executive officer or Director without restriction; ◼Restricted stock and stock units (except for those that may be subject to future performance requirements); ◼Stock equivalents allocated through any deferred stock investment plan, as well as an executive officer’s shares held in a 401(k) Plan account and notionally held in an Excess 401(k) Plan account; and ◼Shares held in trust for the benefit of the executive officer or his or her immediate family members. Any executive officer who does not meet the ownership guidelines must retain at least 50 percent of the after-tax value of any compensatory equity grant upon vesting until such time as the ownership guidelines are met. The equity stake of our NEOs and Directors is reflected in the beneficial ownership information contained in the Security Ownership of Directors and Executive Officers subsection of Ownership of Regions Common Stock. The table below summarizes the stock ownership guidelines for our CEO and each of the NEOs (including their compliance with the guidelines as of February 18, 2025):

  99. ACCOUNTING FOR STOCK-BASED COMPENSATION

    ACCOUNTING FOR STOCK-BASED COMPENSATION Regions accounts for and reports stock-based compensation under our long-term incentive plans in accordance with the requirements of Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation - Stock Compensation. For further disclosure of Regions’ accounting for stock-based compensation, refer to Note 1, “Summary of Significant Accounting Policies” and Note 16, “Share-Based Payments,” to the consolidated financial statements included in Regions’ Annual Report on Form 10-K for the year ended December 31, 2024. Change-in-Control, Post-Termination, and Other Employment Arrangements For competitive and fairness reasons, we believe it is important to protect key associates (including our NEOs) in the event of certain terminations of employment during a transition period following a change-in-control of Regions. The potential or actual occurrence of a change-in-control could create uncertainty regarding the continued employment of our NEOs and providing employment protection should eliminate, or at least significantly reduce, any reluctance of our executives to pursue potential transactions that may be in the best interests of our shareholders. To align the interests of our shareholders and our executives, all of our NEOs are subject to an agreement or plan that governs certain terms of their employment and compensation in the event of a qualifying termination after a change-in-control of Regions.

  100. CHANGE-IN-CONTROL AGREEMENTS

    CHANGE-IN-CONTROL AGREEMENTS The change-in-control agreements entered into with our NEOs generally provide that during the two-year period following a change-in-control of Regions, if the NEO’s employment is terminated other than for “cause,” or if the NEO resigns for “good reason,” they would be paid accrued compensation and benefits, plus an amount equal to a specified multiple times the sum of the NEO’s base salary and average annual bonus during the three years preceding the year in which the change-in-control occurs as well as a pro-rated annual bonus for the year of termination based on the average annual bonus during the preceding three years. The Company entered into agreements that provide Mr. J. Turner with a three times multiple of pay upon termination following a change-in-control and provide Mr. D. Turner, Mr. Smith, and Mr. Keenan with a two times multiple of pay. If employment is terminated for “cause” or due to death, disability, or resignation other than for “good reason,” payments would be limited to accrued compensation and benefits under these agreements. Agreements issued after February 2011 do not include any tax gross up payments under the excise tax provisions of IRC Section 4999. Mr. D. Turner, Mr. Smith, and Mr. Keenan have grandfathered change-in-control agreements that were issued in 2007 and provide that additional payments may become due to avoid a negative tax consequence to the executive in the event any payment or benefit would cause the NEO to become subject to the excise tax imposed under IRC Section 4999. Mr. J. Turner entered into an agreement after February 2011, and therefore, is not entitled to receive a payment to compensate for excise taxes. None of the NEOs’ agreements provide any type of severance benefits in connection with termination of employment at any other time. Mr. Zusi is covered under the change-in-control provisions provided for in the Executive Severance Plan, as detailed below, and does not have a grandfathered change-in-control agreement. For additional information, including definitions of “cause,” “good reason,” and “change-in-control,” see the subsection entitled Potential Payments by Regions Upon Termination or Change-in-Control.

  101. EXECUTIVE SEVERANCE PLAN

    EXECUTIVE SEVERANCE PLAN In an effort to increase transparency, promote fair and equitable treatment among associates in like positions, and improve executive recruiting efforts, in October 2019 the CHR Committee approved the Regions Financial Corporation Executive Severance Plan (the “Executive Severance Plan”) effective January 1, 2020. While existing change-in-control agreements are grandfathered, the Executive Severance Plan provides standardized change-in-control and severance benefits for our NEOs and other associates who are eligible under the terms and conditions of the plan. For NEOs, excluding Mr. J. Turner, the Executive Severance Plan generally provides that if the NEO’s employment is terminated by Regions other than for “cause,” they would be paid accrued compensation and benefits, plus an amount equal to 18 months of base salary and a pro-rated annual bonus for the year of termination based on the average annual bonus during the three years preceding the year in which the termination occurred.

  102. EXECUTIVE SEVERANCE PLAN

    | 102 | Regions Financial Corporation | 2025 Proxy Statement |

  103. EXECUTIVE SEVERANCE PLAN

    The Executive Severance Plan also provides that during the six-month period prior to, or the two-year period following, a change-in-control of Regions, if the eligible associate’s employment is terminated other than for “cause,” or if the eligible associate resigns for “good reason,” they would be paid accrued compensation and benefits, plus an amount equal to a multiple of the sum of the associate’s base salary and average annual bonus during the three years preceding the year in which the change-in-control occurs as well as a pro-rated annual bonus for the year of termination based on the average annual bonus during the three years preceding. If employment is terminated for “cause” or due to death, disability, or resignation other than for “good reason,” payments would be limited to accrued compensation and benefits. The Executive Severance Plan prohibits tax gross-ups. Mr. Zusi is an eligible associate under the Executive Severance Plan which would provide him with a two times multiple of pay upon termination following a change-in-control.

  104. EXECUTIVE SEVERANCE PLAN

    | Regions Financial Corporation | 2025 Proxy Statement | 103 |

  105. EXECUTIVE SEVERANCE PLAN

    Compensation of Executive Officers The following tables, narratives, and footnotes contain compensation information about our Chairman, President and CEO; our CFO; and our three other most highly paid executive officers for the year ended December 31, 2024, collectively our NEOs. Summary Compensation Table Below is a brief summary of the components of Regions’ pay programs included in each column of the Summary Compensation Table: Salary – The “Salary” column includes the year-to-date base salary amounts for each NEO for the fiscal years indicated. New base salary amounts are generally effective on March 1 of each year. Stock Awards – Equity awards granted in 2024 were composed of PSUs and RSUs and are reported in the “Stock Awards” column at the grant date fair value. The grant date fair value does not correspond with the amounts that may be eventually realized relative to these awards. Any benefit from these awards depends on the future value of Regions common stock, the satisfaction of time-based vesting requirements, and the attainment of performance requirements in the case of PSUs. For more detail regarding the stock awards for NEOs, see pages 87 through 92 of the CD&A and the Grants of Plan-Based Awards table. Non-Equity Incentive Plan Compensation – The amounts in the “Non-Equity Incentive Plan Compensation” column represent annual incentives earned for 2024 performance under our annual incentive plan as described beginning on page 83 of the CD&A and paid in early 2025. Also included in this amount is the value of the 2022 PCUs for the performance period ended December 31, 2024. While the value of these PCU awards has been determined, they remain subject to service-based vesting until April 1, 2025, and will be payable as of that date. The SEC rules require us to report these values in the Summary Compensation Table for the year that represents the final performance year of the grant. However, the CHR Committee does not consider these awards as current compensation, but rather compensation for the year in which the grant was issued. For more information on how the CHR Committee views awards compared to how the SEC requires us to report awards, see page 92 of the CD&A. Change in Pension Value and Nonqualified Deferred Compensation Earnings – This column includes the change in pension value for each NEO, which is the difference in the total present value of accrued benefit on December 31, 2024, minus the total present value of accrued benefit on December 31, 2023. For additional information about pension benefits, refer to pages 93 through 94 in the CD&A and to the Pension Benefits subsection and table. As for nonqualified deferred compensation earnings, none of the NEOs receive above-market or preferential earnings on their nonqualified deferred compensation accounts. More information regarding the provisions of the nonqualified deferred compensation plans in which the NEOs participate can be found on page 112. For most participants, the change is a result of an additional year of service, the passage of time, and changes in discount rate and actuarial mortality table. Notably, due to the election to freeze his SERP benefit and transfer the value of that benefit to the Excess 401(k) Plan, the Summary Compensation Table reflects a significantly lower change in pension value for Mr. D. Turner when compared to previous years. All Other Compensation – Amounts in the “All Other Compensation” column represent the aggregate dollar amount for each NEO for perquisites, other personal benefits, and additional compensation items not disclosed in other columns of the Summary Compensation Table. Items may include the value of financial planning services, personal use of corporate aircraft, an enhanced executive physical, home security, relocation services, as well as matching charitable gift contributions. “All Other Compensation” also includes the value of Company contributions to the 401(k) Plan and the Excess 401(k) Plan. Total – This column represents the sum of all columns for each of the NEOs, and includes all amounts earned by the NEO, including any amounts that may have been deferred for tax purposes. Total Without Change in Pension Value – This column has been added to demonstrate the year-over-year impact the change in pension value had on total compensation, as determined under applicable SEC rules. The amounts reported may differ substantially from those reported in the “Total” column required by SEC rules and are not a substitute for that amount. “Total Without Change in Pension Value” represents total compensation, as determined under applicable SEC rules, minus the value reported in the “Change in Pension Value and Nonqualified Deferred

  106. EXECUTIVE SEVERANCE PLAN

    | 104 | Regions Financial Corporation | 2025 Proxy Statement |

  107. EXECUTIVE SEVERANCE PLAN

    Compensation Earnings” column. The change in pension value is subject to many external variables, such as years of service, the passage of time, and changes in the discount rate and mortality table, that are not related to Company performance and does not represent compensation granted or received by the NEOs in the applicable year. Therefore, we believe this additional column assists in evaluating compensation of our NEOs, including for comparative purposes between years, by excluding the impact of the year-over-year change in pension value.

  108. EXECUTIVE SEVERANCE PLAN

    | Summary Compensation Table | | | | | | | | | | | Name & Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) | Total Without Change in Pension Value ($) * | | John M. Turner, Jr. Chairman, President and Chief Executive Officer | 2024 | 1,140,577 | — | 4,117,592 | 4,988,730 | — | 279,113 | 10,526,012 | 10,526,012 | | | 2023 | 1,095,481 | — | 3,624,103 | 4,147,280 | 25,161 | 330,753 | 9,217,718 | 9,192,557 | | | 2022 | 1,055,096 | — | 3,305,994 | 6,011,572 | 3,885,359 | 295,524 | 14,552,365 | 10,667,006 | | David J. Turner, Jr. (6) Chief Financial Officer | 2024 | 705,000 | — | 1,116,614 | 1,742,538 | 980,011 | 102,513 | 4,646,676 | 3,666,665 | | | 2023 | 702,289 | — | 970,731 | 1,349,263 | 2,733,285 | 137,810 | 5,893,378 | 3,160,093 | | | 2022 | 683,153 | — | 944,551 | 2,140,840 | — | 127,437 | 3,894,801 | 3,894,801 | | Russell K. Zusi (7) Chief Risk Officer | 2024 | 637,500 | 1,550,000 | 6,477,046 | 887,814 | — | 48,901 | 9,601,261 | 9,601,261 | | | 2023 | | | | | | | | | | | 2022 | | | | | | | | | | Ronald G. Smith (8) Head of Corporate Banking Group | 2024 | 620,289 | — | 1,116,614 | 1,441,180 | — | 79,083 | 3,257,166 | 3,257,166 | | | 2023 | 595,481 | — | 970,731 | 987,580 | 40,899 | 119,585 | 2,712,011 | 2,671,112 | | | 2022 | 564,385 | — | 755,658 | 1,640,344 | — | 508,129 | 3,468,516 | 3,468,516 | | David R. Keenan Chief Administrative and Human Resources Officer | 2024 | 620,289 | — | 907,272 | 1,340,511 | — | 89,158 | 2,957,230 | 2,957,230 | | | 2023 | 590,962 | — | 776,607 | 1,045,044 | 179,336 | 110,803 | 2,701,572 | 2,522,236 | | | 2022 | 544,692 | — | 629,715 | 1,551,831 | — | 109,334 | 2,834,414 | 2,834,414 |

  109. EXECUTIVE SEVERANCE PLAN

    | Grants of Plan-Based Awards | | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | Name | Grant Date | Threshold ($) (1) | Target ($) | Maximum ($) | Threshold (#) (1) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (2) | | | John M. Turner, Jr. | 01/01/24(3) | — | 2,053,039 | 4,106,078 | | | | | | | | | 04/01/24(4) | — | 1,966,666 | 2,949,999 | — | 100,136 | 150,204 | 100,136 | 4,117,592 | | | David J. Turner, Jr. | 01/01/24(3) | — | 881,250 | 1,762,500 | | | | | | | | | 04/01/24(4) | — | 533,334 | 800,001 | — | 27,155 | 40,733 | 27,155 | 1,116,614 | | | Russell K. Zusi | 01/01/24(3) | — | 733,125 | 1,466,250 | | | | | | | | | 01/02/24(5) | | | | | | | 256,410 | 4,999,995 | | | | 04/01/24(6) | | | | | | | 24,319 | 499,999 | | | | 04/01/24(4) | — | 466,666 | 699,999 | — | 23,761 | 35,642 | 23,761 | 977,052 | | | Ronald G. Smith | 01/01/24(3) | — | 775,361 | 1,550,722 | | | | | | | | | 04/01/24(4) | — | 533,334 | 800,001 | — | 27,155 | 40,733 | 27,155 | 1,116,614 | | | David R. Keenan | 01/01/24(3) | — | 713,332 | 1,426,664 | | | | | | | | | 04/01/24(4) | — | 433,334 | 650,001 | — | 22,064 | 33,096 | 22,064 | 907,272 |

  110. EXECUTIVE SEVERANCE PLAN

    | Outstanding Equity Awards at December 31, 2024 | | | | | | | | | | | Stock Awards (1) | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) (a) | Market Value of Shares or Units of Stock That Have Not Vested ($) (a) | Equity Incentive Plan Awards: # of Unearned Shares, Units, or Other Rights That Have Not Vested (#) (b) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) (b) | | | John M. Turner, Jr. | 04/01/22 | 76,991 | 1,810,828 | 110,097 | 2,589,481 | | | | 04/03/23 | 97,527 | 2,293,835 | 97,527 | 2,293,835 | | | | 04/01/24 | 102,445 | 2,409,506 | 102,445 | 2,409,506 | | | David J. Turner, Jr. | 04/01/22 | 21,997 | 517,369 | 31,456 | 739,845 | | | | 04/03/23 | 26,123 | 614,413 | 26,123 | 614,413 | | | | 04/01/24 | 27,781 | 653,409 | 27,781 | 653,409 | | | Russell K. Zusi | 01/02/24(2) | 256,410 | 6,030,763 | — | — | | | | 04/01/24(2) | 24,880 | 585,178 | — | — | | | | 04/01/24 | 24,309 | 571,748 | 24,309 | 571,748 | | | Ronald G. Smith | 04/01/22 | 17,598 | 413,905 | 25,165 | 591,881 | | | | 04/03/23 | 26,123 | 614,413 | 26,123 | 614,413 | | | | 04/01/24 | 27,781 | 653,409 | 27,781 | 653,409 | | | David R. Keenan | 04/01/22 | 14,665 | 344,921 | 20,971 | 493,238 | | | | 04/03/23 | 20,899 | 491,544 | 20,899 | 491,544 | | | | 04/01/24 | 22,573 | 530,917 | 22,573 | 530,917 |

  111. EXECUTIVE SEVERANCE PLAN

    | Option Exercises and Stock Vested | | | | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | John M. Turner, Jr. | 208,930 | 4,295,601 | | David J. Turner, Jr. | 59,695 | 1,227,329 | | Russell K. Zusi | — | — | | Ronald G. Smith | 39,795 | 818,185 | | David R. Keenan | 39,795 | 818,185 |

  112. RETIREMENT PLAN

    RETIREMENT PLAN The Retirement Plan is a qualified defined benefit plan providing for a lifetime monthly annuity following retirement. Benefits earned by our NEOs under the Retirement Plan are generally based on the following formula:

  113. RETIREMENT PLAN

    | NEO Retirement Plan Benefits Formula | | | | | | 1.3% of “Average Monthly Earnings” up to Covered Compensation | | 1.8% of “Average Monthly Earnings” in excess of Covered Compensation | | Years of Service up to a maximum of 30 total years | | | | | | |

  114. RETIREMENT PLAN

    | 110 | Regions Financial Corporation | 2025 Proxy Statement |

  115. RETIREMENT PLAN

    “Average Monthly Earnings” is defined as the average of the highest five consecutive years of base compensation within the last 10 years of service, and “Covered Compensation” is defined as the estimated average maximum amount of a participant’s earnings on which Social Security benefits will be based assuming that in each year of the participant’s working career, the participant’s wages equaled the Social Security Taxable Wage Base. Any accrued benefit under the Retirement Plan is generally 100 percent vested after five years of service. While the Retirement Plan defines normal retirement age as age 65, there is no reduction in benefits due to age after a participant has reached age 62. Upon separation of service, benefits are payable as early as age 55, although between age 55 and 62, benefits are subject to a reduction for early payment. Mr. D. Turner, Mr. Smith, and Mr. Keenan participate in the Retirement Plan. While Mr. J. Turner has a vested benefit in the Retirement Plan that he earned during a previous period of employment, he is no longer accruing additional benefits because he was rehired subsequent to the closure of the Retirement Plan. Mr. Zusi does not participate in the Retirement Plan.

  116. SERP

    | | | | Pension Benefits | | | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) (1) | Payments During Last Fiscal Year ($) | | John M. Turner, Jr. | Regions Retirement Plan for Associates (2) | 9 | 85,483 | — | | | Regions Post 2006 SERP (3) | N/A | N/A | N/A | | David J. Turner, Jr. | Regions Retirement Plan for Associates | 19 | 1,113,488 | — | | | Regions Post 2006 SERP (4) | 19 | — | 8,756,604 | | Russell K. Zusi | Regions Retirement Plan for Associates (5) | N/A | N/A | N/A | | | Regions Post 2006 SERP (5) | N/A | N/A | N/A | | Ronald G. Smith | Regions Retirement Plan for Associates (6) | 30 | 1,325,909 | — | | | Regions Post 2006 SERP (7) | N/A | N/A | N/A | | David R. Keenan | Regions Retirement Plan for Associates | 21 | 996,479 | — | | | Regions Post 2006 SERP | 21 | 5,277,863 | — |

  117. SERP

    | | | Nonqualified Deferred Compensation | | | | | | Name | | Executive Contributions in 2024 ($) (1) | Company Contributions in 2024 ($) (2) | Aggregate Earnings (Losses) in 2024 ($) (3) | Aggregate Withdrawals/ Distributions ($) (4) | Aggregate Balance at December 31, 2024 ($) (5) | | John M. Turner, Jr. (6) | Excess 401(k) Plan | 198,670 | 115,893 | 2,474,358 | — | 36,235,167 | | David J. Turner, Jr. (6) | Excess 401(k) Plan | 58,434 | 47,963 | 483,448 | — | 12,723,196 | | Russell K. Zusi (7) | Excess 401(k) Plan | — | — | — | — | — | | Ronald G. Smith (6) | Excess 401(k) Plan | 149,720 | 38,144 | 903,662 | — | 15,967,424 | | David R. Keenan | Excess 401(k) Plan | 52,493 | 41,017 | 608,925 | — | 4,075,343 |

  118. EMPLOYMENT, SEVERANCE, AND/OR CHANGE-IN-CONTROL AGREEMENTS

    EMPLOYMENT, SEVERANCE, AND/OR CHANGE-IN-CONTROL AGREEMENTS Regions does not generally enter into employment agreements with any of our executive officers. As a result, no NEO has post-employment benefits that differ from any other associate. While we have not entered into any employment agreements, all of our NEOs, with the exception of Mr. Zusi, hold a change-in-control agreement. Under the change-in-control agreements, certain severance benefits are due if, during the two-year period following a change-in-control, Regions terminates employment without “cause”, or the NEO terminates employment with “good reason.” For Mr. J. Turner, if Regions terminates his employment other than for “cause,” or if he resigns for “good reason” during the two-year period, he is entitled to enhanced severance in an amount equal to three times base salary and average annual bonus during the three years prior to the year in which the change-in-control occurred, as well as a pro-rated annual bonus for the year of termination based on the average annual bonus during the three years preceding. In addition to severance benefits, benefit continuation under our welfare benefits plans is also available for the three-year period following termination. Mr. D. Turner, Mr. Smith, and Mr. Keenan are covered by a similar change-in-control agreement, but their severance multiple is equal to two times pay and the benefit continuation period is two years following termination.

  119. EMPLOYMENT, SEVERANCE, AND/OR CHANGE-IN-CONTROL AGREEMENTS

    | Regions Financial Corporation | 2025 Proxy Statement | 113 |

  120. EMPLOYMENT, SEVERANCE, AND/OR CHANGE-IN-CONTROL AGREEMENTS

    Mr. Zusi is covered under the change-in-control provisions provided for in the Executive Severance Plan and does not hold an individual change-in-control agreement . The Executive Severance Plan provides that during the six-month period prior to, or the two-year period following, a change-in-control of Regions, if the eligible associate’s employment is terminated other than for “cause,” or if the eligible associate resigns for “good reason,” they would be paid accrued compensation and benefits, plus an amount equal to a multiple of the sum of the associate’s base salary and average annual bonus during the three years preceding the year in which the change-in-control occurs as well as a pro-rated annual bonus for the year of termination based on the average annual bonus during the three years preceding. Mr. Zusi is an eligible associate under the Executive Severance Plan which would provide him with a severance multiple equal to two times pay and a cash payment equal to benefit continuation for two years following termination. If a NEO’s employment is terminated by Regions for “cause,” or by reason of death, disability, or resignation other than for “good reason” during the change-in-control period, Regions’ liability is limited to accrued but unpaid compensation and benefits. All amounts are payable as a single lump-sum following the execution of a release of claims against the Company. Under the Executive Severance Plan, if Regions terminates employment without “cause” for Mr. D. Turner, Mr. Zusi, Mr. Smith, and Mr. Keenan, they would be entitled to an amount equal to 18 months of base salary and a pro-rated annual bonus for the year of termination based on the average annual bonus during the three years preceding the year in which the termination occurred. All amounts are payable as a single lump-sum following the execution of a release of claims against the Company. Three of our NEOs are subject to grandfathered agreements that provide for additional benefits in the event that change-in-control payments and benefits (referred to as “parachute payments”) become subject to the excise tax under IRC Section 4999. Mr. D. Turner, Mr. Smith, and Mr. Keenan have agreements that require Regions to make an additional payment covering the excise tax under IRC Section 4999, as well as any income tax on the excise tax payment and any penalty and interest that might be due (sometimes referred to as “Section 280G gross up payments”). However, if parachute payments do not exceed 110 percent of the greatest amount that could be paid without triggering the excise tax (the “Safe Harbor Amount”), then those payments and benefits will be reduced to that amount. The agreement for Mr. J. Turner, as well as the Executive Severance Plan, do not provide for Section 280G gross up payments. These agreements stipulate that in the event severance benefits are subject to the terms of IRC Section 4999, amounts payable to them (under their change-in-control agreements or otherwise) would be reduced to the Safe Harbor Amount if the reduction would result in them receiving a greater after-tax amount.

  121. PENSION BENEFITS

    PENSION BENEFITS Benefits under the Retirement Plan are fully vested; therefore, upon termination of employment for any reason, each NEO who participates in the Pension Plan would be entitled to receive the amounts designated as Retirement Plan benefits represented in the “Present Value of Accumulated Benefit” column of the Pension Benefits table. Mr. Keenan is vested in the SERP benefit as well. Mr. J. Turner, Mr. D. Turner, and Mr. Smith each froze their individual benefit in the SERP and transferred the value to the Excess 401(k) Plan effective September 2023, December 2024, and November 2021, respectively; as a result, they are no longer participants in the SERP. Mr. Zusi is not eligible to participate in the Retirement Plan or the SERP. Upon qualifying termination in conjunction with a change-in-control, two additional years are added to the NEO’s age and credited years of service. Therefore, each participating NEO will fully vest in their SERP benefits and be entitled to the benefits included in the following table as additional change-in-control termination benefits.

  122. NONQUALIFIED DEFERRED COMPENSATION PLAN BENEFITS

    NONQUALIFIED DEFERRED COMPENSATION PLAN BENEFITS Each participating NEO is currently fully vested in the amounts reported in the “Aggregate Balance at December 31, 2024” column of the Nonqualified Deferred Compensation table on page 112, and therefore, these amounts would be payable to the NEOs upon termination of employment for any reason.

  123. CEO PAY RATIO AND COMPENSATION PHILOSOPHY

    CEO PAY RATIO AND COMPENSATION PHILOSOPHY The guiding principles of compensation set forth by the CHR Committee and described in the CD&A form the foundation for Regions’ compensation and benefits philosophy for all associates. Accordingly, our compensation and benefit programs are designed to encourage and reward all associates who contribute to our success. We strive to ensure that the compensation of every associate reflects the level of their job impact and responsibilities and is benchmarked to be competitive in the market where the associate is geographically located. In accordance with Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K of the Securities Act, we are required to identify and disclose the annual total compensation of our median employee, the annual total compensation of our Chairman, President and CEO, Mr. J. Turner, and the ratio of these two amounts.

  124. PAY RATIO

    PAY RATIO Using Mr. J. Turner’s income disclosed in the Summary Compensation Table, and including an additional $52,521 in Company-paid benefit costs associated with medical, dental, life, disability insurance, we calculate our CEO’s total compensation for purposes of the pay ratio to be $10,578,533. As a result, the ratio of our CEO’s annual total compensation to that of our median employee is 130 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the pay ratio disclosure requirements. As Mr. J. Turner no longer participates in the SERP and, though a participant for prior service, is no longer accruing benefits in the Retirement Plan, he is similarly situated to the median employee. As a result, we are no longer calculating the alternative pay ratio. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and based upon reasonable judgment and assumptions. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions. As a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies, including those within our peer groups and industry. Pay Versus Performance As required by the Dodd-Frank Act and Item 402(v) of Regulation S-K, the Pay Versus Performance disclosure that follows provides information about the relationship between Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) and Non-PEO NEOs and certain financial performance measures of the Company. For further information concerning Regions’ pay-for-performance philosophy and how the Company aligns executive compensation with performance, see our CD&A.

  125. PAY RATIO

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) | Average Compensation Actually Paid to Non-PEO NEOs ($) (2) | Total Shareholder Return ($) (4) | Peer Group Total Shareholder Return ($) (5) | Net Income ($ in millions) (6) | Adjusted ROATCE (non-GAAP) (%) (7) | | 2024 | 10,526,012 | 13,175,416 | 5,115,583 | 5,985,636 | 168 | 145 | 1,893 | 15.31 | | 2023 | 9,217,718 | 7,864,907 | 3,575,402 | 2,560,329 | 132 | 105 | 2,074 | 18.01 | | 2022 | 14,552,365 | 11,382,593 | 3,416,909 | 3,674,803 | 140 | 94 | 2,245 | 21.09 | | 2021 | 14,267,077 | 14,651,530 | 3,549,359 | 4,515,449 | 137 | 117 | 2,521 | 17.92 | | 2020 | 13,832,516 | 9,770,613 | 4,100,496 | 2,969,679 | 98 | 86 | 1,094 | 17.04 |

  126. PAY RATIO

    (1)The amounts reported in this column reflect the total compensation reported for Mr. J. Turner (our Chairman, President and CEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to Compensation of Executive Officers – Summary Compensation Table. (2)The amounts reported in these columns represent the amount of CAP to Mr. J. Turner and the other NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. J. Turner or to the other NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. J. Turner’s total compensation and to average total compensation for the other NEOs as a group for each year to determine the CAP:

  127. PAY RATIO

    | Regions Financial Corporation | 2025 Proxy Statement | 119 |

  128. PAY RATIO

    | Year | Executive(s) | Reported Summary Compensation Table Total ($) | Reported Value of Equity Awards ($) (a) | Aggregate Equity Award Adjustments ($) (b) | Reported Change in the Actuarial Present Value of Pension Benefits ($) (c) | Aggregate Pension Benefit Adjustments ($) (d) | Compensation Actually Paid ($) | | 2024 | PEO | 10,526,012 | (4,117,592) | 6,766,996 | — | — | 13,175,416 | | | Average for Non-PEO NEOs | 5,115,583 | (2,404,386) | 3,325,391 | (245,003) | 194,051 | 5,985,636 | | 2023 | PEO | 9,217,718 | (3,624,103) | 2,296,453 | (25,161) | — | 7,864,907 | | | Average for Non-PEO NEOs | 3,575,402 | (873,669) | 585,636 | (857,652) | 130,612 | 2,560,329 | | 2022 | PEO | 14,552,365 | (3,305,994) | 4,021,581 | (3,885,359) | — | 11,382,593 | | | Average for Non-PEO NEOs | 3,416,909 | (863,969) | 1,022,060 | (79,488) | 179,291 | 3,674,803 | | 2021 | PEO | 14,267,077 | (3,767,112) | 8,517,923 | (4,883,636) | 517,278 | 14,651,530 | | | Average for Non-PEO NEOs | 3,549,359 | (936,037) | 2,020,212 | (461,627) | 343,542 | 4,515,449 | | 2020 | PEO | 13,832,516 | (3,328,484) | 4,425,591 | (6,914,629) | 1,755,619 | 9,770,613 | | | Average for Non-PEO NEOs | 4,100,496 | (832,121) | 740,162 | (1,356,140) | 317,282 | 2,969,679 |

  129. PAY RATIO

    (a)The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. The Company has not granted any option awards since 2011. (b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  130. PAY RATIO

    | Year | Executive(s) | Year End Fair Value of Equity Awards ($) | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Aggregate Equity Award Adjustments ($) | | 2024 | PEO | 4,819,024 | 1,701,435 | — | 246,537 | — | — | 6,766,996 | | | Average for Non-PEO NEOs | 2,858,728 | 411,877 | — | 54,785 | — | — | 3,325,391 | | 2023 | PEO | 3,780,147 | (268,918) | — | (1,214,775) | — | — | 2,296,453 | | | Average for Non-PEO NEOs | 911,286 | (58,409) | — | (267,242) | — | — | 585,636 | | 2022 | PEO | 3,319,852 | 763,610 | — | (61,881) | — | — | 4,021,581 | | | Average for Non-PEO NEOs | 899,780 | 134,656 | — | (12,375) | — | — | 1,022,060 | | 2021 | PEO | 3,643,739 | 4,576,898 | 292,966 | 4,320 | — | — | 8,517,923 | | | Average for Non-PEO NEOs | 815,494 | 1,026,353 | 175,767 | 2,598 | — | — | 2,020,212 | | 2020 | PEO | 5,221,913 | (268,789) | — | (527,532) | — | — | 4,425,591 | | | Average for Non-PEO NEOs | 1,305,478 | (103,727) | — | (461,589) | — | — | 740,162 |

  131. PAY RATIO

    | 120 | Regions Financial Corporation | 2025 Proxy Statement |

  132. PAY RATIO

    (c)The amounts in this column represent the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year. (d)The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:

  133. PAY RATIO

    | Year | Executive(s) | Service Cost ($) | Prior Service Cost ($) | Aggregate Pension Benefit Adjustments ($) | | 2024 | PEO | — | — | — | | | Average for Non-PEO NEOs | 194,051 | — | 194,051 | | 2023 | PEO | — | — | — | | | Average for Non-PEO NEOs | 130,612 | — | 130,612 | | 2022 | PEO | 0 | — | 0 | | | Average for Non-PEO NEOs | 179,291 | — | 179,291 | | 2021 | PEO | 517,278 | — | 517,278 | | | Average for Non-PEO NEOs | 343,542 | — | 343,542 | | 2020 | PEO | 1,755,619 | — | 1,755,619 | | | Average for Non-PEO NEOs | 317,282 | — | 317,282 |

  134. PAY RATIO

    (3)The amounts in this column represent the average of the amounts reported for the Company’s other NEOs as a group (excluding Mr. J. Turner, who has served as our Chairman, President and CEO since 2018) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the other NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, David J. Turner, Jr., Russell K. Zusi, Ronald G. Smith, and David R. Keenan; (ii) for 2023, David J. Turner, Jr., C. Matthew Lusco, Ronald G. Smith, and David R. Keenan; (iii) for 2022, David J. Turner, Jr., C. Matthew Lusco, Ronald G. Smith, and C. Dandridge Massey; (iv) for 2021, David J. Turner, Jr., C. Matthew Lusco, Ronald G. Smith, and David R. Keenan; and (v) for 2020, David J. Turner, Jr., John B. Owen, C. Matthew Lusco, and Ronald G. Smith. (4)Cumulative Total Shareholder Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. “Measurement period” is defined as: (i) for 2020, the one-year period from market close December 31, 2019 through December 31, 2020; (ii) for 2021, the two-year period from market close on December 31, 2019 through December 31, 2021; (iii) for 2022, the three-year period from market close December 31, 2019 through December 31, 2022; (iv) for 2023, the four-year period from market close December 31, 2019 through December 31, 2023; and (v) for 2024, the five-year period from market close December 31, 2019 through December 31, 2024. (5)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each measurement period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Banks. “Measurement period” is defined as: (i) for 2020, the one-year period from market close December 31, 2019 through December 31, 2020; (ii) for 2021, the two-year period from market close on December 31, 2019 through December 31, 2021; (iii) for 2022, the three-year period from market close December 31, 2019 through December 31, 2022; (iv) for 2023, the four-year period from market close December 31, 2019 through December 31, 2023; and (v) for 2024, the five-year period from market close December 31, 2019 through December 31, 2024. (6)The dollar amounts reported represent the amount of net income as required to be reflected in the Company’s audited financial statements for the applicable year. (7)For each applicable year, Adjusted ROATCE (non-GAAP) is defined as that year’s adjusted net income available to common shareholders divided by average tangible common shareholders' equity (average shareholders' equity less average intangible assets, average deferred tax liability related to intangibles, average preferred stock, and AOCI). This metric is used by the CHR Committee as the primary performance metric within the Long Term Incentive Plan and considered the most critical long-term performance metric to align management with shareholder value creation. While Regions uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, Regions has determined that Adjusted ROATCE is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link CAP to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. For further information on the Adjusted ROATCE metric in the 2024-2026 LTIP, see page 90. For non-GAAP reconciliation information, see Appendix C.

  135. PAY RATIO

    | Regions Financial Corporation | 2025 Proxy Statement | 121 |