REGIONS FINANCIAL CORP (RF)
Sector: Financials
2026 Annual Meeting Analysis
REGIONS FINANCIAL CORP · Meeting: May 6, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Joined in 2022, well within the 24-month exemption window relative to the 3-year TSR measurement period; no overboarding, attendance, or independence concerns identified; brings strong regulatory and executive leadership experience relevant to a large bank.
Joined in 2022; the 3-year TSR trigger does not apply because RF's 3-year return of +62.5% exceeds QABA's +42.6% by +19.9 percentage points, well below the 65-point threshold required to trigger a vote against; no other policy flags.
Joined in 2019; RF's 3-year return of +62.5% outperforms QABA (the applicable community bank benchmark) by +19.9 percentage points, far below the 65-point underperformance threshold needed to trigger concern; no overboarding, attendance, or independence issues.
Joined in 2022; TSR trigger does not apply as RF outperformed QABA over the 3-year period; also serves as Executive Chairman of Vulcan Materials (one additional public board seat), which is within the policy limit for non-executive directors; no other flags.
Joined January 2025, fewer than 24 months ago, and is fully exempt from the TSR trigger under the new-director exemption; no overboarding or other concerns identified.
Joined in 2021; RF outperformed QABA over 3 years, so the TSR trigger does not apply; serves on three public company boards (Brown & Brown, Global Payments, Sylvamo) plus Regions — four total, which is at the maximum under policy but does not exceed it; no independence or attendance concerns.
Long-serving Lead Independent Director since 2011; RF outperformed QABA over 3 years by +19.9 percentage points, far below the 65-point threshold needed to trigger a vote against; serves on one outside public board (ConAgra), well within limits; board granted a one-year retirement age exception that is transparently disclosed.
Joined in 2023, fewer than 36 months ago and tenure covers less than the full 3-year underperformance measurement window; in any event, RF outperformed QABA so the TSR trigger does not apply; certified public accountant and former CFO providing strong financial expertise to the Audit Committee.
Joined in 2024, fewer than 24 months ago, and is fully exempt from the TSR trigger; no overboarding concerns — serves on Regions and AutoZone (two boards total); brings strong financial and operational expertise as a former public company CEO.
Joined in 2003; RF outperformed QABA over the 3-year period by +19.9 percentage points, well below the 65-point threshold required to trigger a vote against; serves on Regions and Vulcan Materials (two public boards) — within policy limits; no attendance or independence concerns.
Joined in 2017; RF outperformed QABA over 3 years, so the TSR trigger does not apply; serves only on Regions' public board; brings deep insurance, risk management, and Federal Reserve banking experience particularly valuable for the Audit and Risk Committees.
Sitting CEO serving as a director since 2018; RF's 3-year return of +62.5% outperforms QABA by +19.9 percentage points, well below the 65-point threshold needed to trigger a vote against even for an executive director; serves on one outside public board (Southern Company), within the two-board limit for sitting CEOs.
Joined in 2018; RF outperformed QABA over the 3-year period, so the TSR trigger does not apply; no overboarding (Regions is his only public board); finance background and healthcare leadership experience contribute meaningfully to the Audit Committee.
All 13 director nominees receive a FOR vote. Regions Financial's 3-year total shareholder return of +62.5% outperforms the QABA community bank benchmark by +19.9 percentage points, which is far below the 65-point underperformance threshold required to trigger a vote against any director under the strong-positive TSR policy band. No directors are overboarded under policy limits, all relevant committee members are independent, all attended at least 75% of meetings in 2025, and the board discloses a comprehensive skills matrix. Two newer directors (Jenkins and Rhodes) are fully exempt from the TSR trigger having joined within the past 24 months.
Say on Pay
✓ FORCEO
John M. Turner, Jr.
Total Comp
$10,037,428
Prior Support
N/A
The CEO's total reported compensation of approximately $10.0 million is in line with benchmarks for a CEO at a $22.5 billion market cap regional bank, and the company's compensation structure is heavily performance-weighted — 67% of the CEO's target pay is tied to performance results, with the largest portion delivered through long-term stock and cash awards that vest based on multi-year financial metrics (return on tangible equity and earnings per share growth) measured against both internal goals and peer banks. The company's 3-year total shareholder return of +62.5% substantially outperforms the QABA community bank benchmark by nearly 20 percentage points, so there is no pay-for-performance misalignment concern with respect to above-benchmark incentive pay. The company also maintains a meaningful clawback (recoupment) policy and the CHR Committee's proxy advisors recommended FOR on Say-on-Pay in the prior year, indicating no unresolved shareholder concerns.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP (EY)
Tenure
N/A
Audit Fees
$7,975,470
Non-Audit Fees
$662,904
Non-audit fees (audit-related fees of $621,154 plus tax fees of $33,830 plus other fees of $7,920, totaling $662,904) represent approximately 8.3% of audit fees ($7,975,470), well below the 50% threshold that would raise independence concerns. EY's tenure is not explicitly disclosed in the filing so no tenure trigger is applied. As a Big 4 firm auditing a $22.5 billion market cap regional bank, EY is fully adequate in size and expertise for this engagement.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 8
Shareholder Proposal Relating to Special Shareholder Meeting
The board has already taken concrete action to address the substance of this proposal: in February 2026, Regions amended its bylaws to give shareholders who own 25% or more of outstanding shares the right to call a special meeting, a meaningful shareholder rights improvement that is transparently disclosed and already in effect. The shareholder proposal presumably seeks a lower ownership threshold (commonly 10% or 15%), but the company's response is a genuine and verifiable governance improvement — not a vague voluntary commitment — so partial remediation credit is warranted here. Because the core ask (granting shareholders the right to call a special meeting) has been substantively addressed through a binding bylaw change, and because the incremental benefit of a lower threshold over the existing 25% right does not clearly outweigh the risk of operational disruption from very small minority shareholders being able to trigger costly special meetings, the proposal does not meet the threshold for support.
Overall Assessment
The 2026 Regions Financial annual meeting ballot is generally shareholder-friendly: all 13 director nominees receive FOR votes because the company's 3-year total return of +62.5% outperforms the QABA community bank benchmark by nearly 20 percentage points (well short of the 65-point trigger threshold), the auditor fee structure is clean with non-audit fees at only 8% of audit fees, and the CEO compensation program is appropriately performance-weighted with no pay-for-performance misalignment. The four management charter amendment proposals are all supportable as genuine pro-shareholder governance improvements, while the shareholder special meeting proposal is voted AGAINST because the board has already enacted a binding 25% ownership threshold for calling special meetings — substantively addressing the core ask.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing