Alison S. Rand
REGIONS FINANCIALAbout Alison S. Rand
Alison S. Rand, age 57, is an independent director of Regions Financial Corporation (RF) who joined the Board in October 2023. She is a CPA and former long‑tenured finance executive, serving as Primerica’s CFO (2000–2023) and then EVP until retirement in April 2024; she holds a Bachelor’s degree in Accounting from the University of Florida. At Regions, she serves on the Audit Committee (designated Audit Committee Financial Expert) and the Technology Committee; her Board independence was reaffirmed in February 2025. She currently also serves on Reinsurance Group of America’s board with Audit, Cybersecurity and Technology, and Risk committee roles, and previously served on Warburg Pincus Capital Corporation I‑A (SPAC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Primerica, Inc. | Executive Vice President & Chief Financial Officer | 2000–2023 (CFO); EVP to April 2024 | Led financial management of a public financial services firm; extensive accounting and capital planning oversight |
| KPMG LLP | Audit Department | Prior to Primerica | CPA; foundational external audit experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reinsurance Group of America (RGA) | Director | Since April 2024 | Audit; Cybersecurity and Technology; Risk Committees |
| Warburg Pincus Capital Corporation I‑A (SPAC) | Director (former) | Jul 2021–Mar 2023 | Board service during SPAC lifecycle |
| Univ. of Georgia Terry College Executive Education | CFO Roundtable Advisory Board | Current | Advisory, finance leadership network |
| Univ. of Florida Warrington College of Business | Dean’s Advisory Council | Current | Advisory, curriculum and industry alignment |
| Univ. of Florida Foundation National Board | Member; former Audit Committee Chair | Current | Governance and audit oversight |
| Girl Scouts of Greater Atlanta; Camp Twin Lakes | Director | Current | Non‑profit governance |
Board Governance
- Independence: The Board affirmed Rand’s independence in February 2025; she is one of ~93% independent directors at Regions .
- Committees: Audit Committee (Audit Committee Financial Expert); Technology Committee .
- Attendance: All incumbent directors attended at least 75% of aggregate Board and committee meetings in 2024; average attendance was ~96%. All incumbent directors attended the 2024 Annual Meeting except Director Suquet (Rand attended) . Board/committee meetings held in 2024: Board (8), Audit (9), CHR (6), NCG (5), Risk (4), Technology (5), joint Audit/Risk (1), joint CHR/Risk (1), total 39 .
- Audit Committee activity: Oversight of financial reporting quality, CAMs, internal control, independence of EY, and cybersecurity/risk updates; Rand is listed among signatories of the Audit Committee’s report .
- Service limits: All nominees complied with Regions’ limits (e.g., ≤4 boards; ≤3 audit committees for Audit members). Rand’s public boards count is 2 (including Regions), within limits .
- Related‑party transactions: Board reviewed director relationships; for Rand, no ordinary‑course customer relationships, loans/extensions of credit, or other relationships; charitable contributions were noted, and all relationships were deemed immaterial for independence .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $125,000 | Actual cash paid in 2024 |
| Annual Cash Retainer (program) | $100,000 | Standard program as of April 17, 2024 |
| Audit Committee Member Retainer | $15,000 | For Audit members (ex‑Chair) |
| Technology Committee Member Retainer | $10,000 | For committee members (ex‑Chair) |
| Lead Independent Director Retainer | $50,000 | Not applicable to Rand (for LID) |
| Committee Chair Retainers | $25,000–$40,000 | Not applicable to Rand (she is not a chair) |
| All Other Compensation (2024) | $5,000 | Matching gifts program |
Performance Compensation
| Equity Award | Grant Date | Grant Date Fair Value | Price per Share (Grant Date) | Vesting | Options |
|---|---|---|---|---|---|
| Director RSUs (annual equity retainer) | Apr 22, 2024 | $129,983 | $19.18 | Vest in one lump sum on the date of the 2025 Annual Meeting | Regions has not granted options since 2011; none outstanding for independent directors |
| Outstanding RSUs (as of Dec 31, 2024) | — | — | — | Includes dividend equivalents | 6,933 RSUs outstanding |
- Performance metrics: Director equity at Regions is time‑based RSUs vesting at the next annual meeting; no TSR/financial performance metrics are tied to independent director compensation .
- Clawbacks: Regions maintains clawback policies covering both time‑ and performance‑based equity and cash incentives at the company level .
Other Directorships & Interlocks
| Company | Sector | Role | Committees | Potential Interlock/Conflict |
|---|---|---|---|---|
| Reinsurance Group of America | Insurance/Reinsurance | Director | Audit; Cybersecurity & Technology; Risk | No disclosed related‑party transactions with Regions involving Rand; Board deemed relationships immaterial |
| Warburg Pincus Capital Corp I‑A (former) | SPAC | Director | Board | Prior SPAC role; no ongoing interlock |
Expertise & Qualifications
- Audit/Accounting/Finance and Capital Planning; Banking & Financial Services; Regulatory Compliance; Risk Management; Strategic Planning .
- Designated Audit Committee Financial Expert at Regions; possesses accounting and related financial management expertise per NYSE rules .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial Ownership (Shares) | 4,800 | As of Record Date (Feb 18, 2025); <1% of class |
| Shares Acquirable Within 60 Days | 0 | As defined by SEC rules; <60‑day rights |
| RSUs Outstanding | 6,933 | Includes dividend equivalents |
| Pledged/Hedged Shares | None | Company prohibits hedging and pledging; all directors in compliance |
| Director Stock Ownership Guideline | 5× annual cash retainer | Must retain 50% of net shares until compliant |
| Compliance Status | 58% of guideline | As of Record Date; must retain until compliance |
Governance Assessment
- Strengths: Financial acumen (CPA; former CFO), Audit Committee Financial Expert designation, and active role on Audit and Technology committees provide credible oversight of reporting, controls, and cyber/technology risk. Independence reaffirmed; attendance standards met; annual meeting attended; service limits adhered to .
- Alignment: Receives standard cash and time‑based RSU retainer; anti‑hedging/anti‑pledging restrictions enhance alignment. Beneficial ownership plus outstanding RSUs reflect growing stake .
- Watch items: Below full ownership guideline (58% as of the Record Date), triggering a 50% retention requirement until compliant; monitor progress to compliance and any changes in committee assignments or outside board/audit committee loads given policy limits .
- Conflicts: No loans, ordinary‑course customer relationships, or other relationships disclosed; charitable contributions participation noted and deemed immaterial by the Board .
Overall signal: Rand’s deep finance background and Audit Committee Financial Expert designation bolster board effectiveness on reporting and risk oversight; ownership guideline shortfall is a manageable, time‑based alignment issue to track, not a structural red flag at this stage .