David J. Turner, Jr.
REGIONS FINANCIALAbout David J. Turner, Jr.
Senior Executive Vice President and Chief Financial Officer of Regions Financial Corporation since February 22, 2010; age 61 as of the 2025 proxy record date. Prior to becoming CFO, he led Internal Audit at Regions after joining in 2005; earlier, he was an audit partner at KPMG and held multiple audit roles at Arthur Andersen. Education: bachelor's in Accounting (University of Alabama); attended Tulane University; professional affiliations include AICPA and Alabama Society of CPAs .
Company performance context: FY 2024 total revenue $7.1B vs $7.6B in 2023; net income available to common shareholders $1.8B vs $2.0B; diluted EPS $1.93; efficiency ratio 59.5% vs 57.9%; net charge-offs 0.47% vs 0.40%. The proxy includes a five-year TSR comparison chart versus the S&P 500 and S&P 500 Banks indices (reinvested dividends) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regions Financial Corporation | Led Internal Audit; then CFO | 2005–present | Built risk and control oversight; leads finance, treasury, tax, IR, M&A |
| KPMG LLP | Audit Partner | Pre-2005 | Led financial institution audits; deep banking sector expertise |
| Arthur Andersen | Audit roles (partner, manager, senior/staff auditor) | Pre-2005 | Audit leadership across financial services |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diversified Energy Company PLC | Senior Independent Director; Chair of Audit & Risk and Remuneration Committees | Current | Governance, risk oversight, executive pay alignment |
| Junior Achievement of Alabama; United Way of Central Alabama; University of Alabama President’s Cabinet | Board/Committee Member | Current | Community engagement; education and philanthropy |
| AICPA; Alabama Society of CPAs; Rotary Club of Birmingham | Member | Current | Professional standards; civic leadership |
Fixed Compensation
Multi-year fixed pay (Summary Compensation Table values):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 683,153 | 702,289 | 705,000 |
| Base Salary Change | — | — | No increase in 2024 |
| Target Annual Incentive (%) | 115% (prior level) | 115% | 125% (increase approved) |
| Target Annual Incentive ($) | — | — | $881,250 |
Notes:
- 2024 base salary remained $705,000 (no increase); annual incentive target raised from 115% to 125% of base .
- 2024 target incentive amount $881,250 (based on actual salary method) .
Performance Compensation
Annual cash incentive design and 2024 outcomes:
| Component | Weighting | Metric | Threshold | Target | Maximum | 2024 Actual | Payout/Factor |
|---|---|---|---|---|---|---|---|
| Corporate performance | 70% of award | Adjusted Net Income to common ($mm) | $1,398 | $1,864 | $2,237 | $1,975 | 104% attainment; 103% of goal |
| Corporate performance | 70% of award | Adjusted Efficiency Ratio (%) | 61.5% | 58.0% | 55.0% | 57.6% | 101% of goal |
| Customer service modifier | ±10 pts | Percentile vs peers | — | — | — | >90th | +10 points |
| Total corporate performance | — | Composite | — | — | — | — | 113% total corporate score |
| CFO individual performance | 30% of award | Strategic priorities (financial performance; risk; customer; team; continuous improvement) | — | — | — | — | Total incentive received $1,027,538 vs target $881,250 |
Long-term incentives (grant mechanics and metrics):
- Instruments: PSUs, PCUs (cash), and RSUs; 3-year performance/vesting; dividends paid only on earned units. 2024 grants under 2015 LTIP with performance hurdles on absolute and relative ROATCE and EPS Growth (0–150% payout), plus capital/liquidity threshold gating; RSUs generally cliff vest at 3 years (up to 40% forfeiture if thresholds not met) .
- 2022–2024 cycle payout certified at 143% of target; CFO’s 2022 PCUs target $500,000, value at 12/31/2024 $715,000; vesting April 1, 2025 (service condition) .
2024 grant detail:
| Award Type | Grant Date | Target Units | Vesting | Grant-Date Value ($) |
|---|---|---|---|---|
| PSUs | Apr 1, 2024 | 27,155 | 3-year (to Dec 31, 2026), performance ROATCE/EPS Growth; capital/liquidity gate | $558,307 |
| RSUs | Apr 1, 2024 | 27,155 | Cliff vest Apr 1, 2027; capital/liquidity gate | $558,307 |
| PCUs (cash) | Apr 1, 2024 | Target $533,334 | 3-year performance (to Dec 31, 2026) | $533,334 |
Annual incentive paid:
| Metric | 2024 |
|---|---|
| Target Annual Incentive ($) | $881,250 |
| Total Incentive Received ($) | $1,027,538 |
Equity Ownership & Alignment
Beneficial ownership and guideline compliance (as of Feb 18, 2025):
| Item | Value |
|---|---|
| Shares owned directly/indirectly (#) | 312,871 (includes 2,391 held by spouse) |
| Shares acquirable within 60 days (#) | 85,419 (scheduled vest/settlement eligibility) |
| Total beneficial ownership (#) | 398,290; less than 1% of outstanding shares (*) |
| Stock ownership guideline | 3× base pay; required value ~$2,115,000 |
| Compliance status | Yes; ~505% of required amount |
| Hedging/pledging | Prohibited; no pledged shares; full compliance |
| Options held | None; company has not granted options since 2011 |
Vested vs. unvested equity (as of Dec 31, 2024; market price $23.52):
| Grant | Unvested RSUs (#/$) | Unearned PSUs (#/$) | Vesting Date(s) |
|---|---|---|---|
| 2022 grant | 21,997 / $517,369 | 31,456 / $739,845 | Cliff vest Apr 1, 2025; performance period Jan 1, 2022–Dec 31, 2024 |
| 2023 grant | 26,123 / $614,413 | 26,123 / $614,413 | Cliff vest Apr 3, 2026; performance period Jan 1, 2023–Dec 31, 2025 |
| 2024 grant | 27,781 / $653,409 | 27,781 / $653,409 | Cliff vest Apr 1, 2027; performance period Jan 1, 2024–Dec 31, 2026 |
Option Exercises and Stock Vested (2024):
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| David J. Turner, Jr. | 59,695 | $1,227,329 (units from Apr 1, 2021 grant; price $20.56) |
Employment Terms
- Employment agreements: None; executives are at-will .
- Change-in-control: Double-trigger; CFO’s CIC severance multiple is 2× pay (base plus average bonus over prior three years), with two-year welfare benefit continuation; CEO has 3× multiple; awards accelerate on qualifying termination within 24 months following CIC per LTIP .
- Potential payments (assumed termination at Dec 31, 2024):
| Scenario | Cash Severance ($) | RSUs ($) | PSUs ($) | PCUs ($) | Perqs/Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Voluntary | — | 1,278,066 | 739,838 | 715,000 | 39,410 | 2,772,314 |
| Involuntary without cause | 2,178,264 | 1,278,066 | 739,838 | 715,000 | 39,410 | 4,950,578 |
| Early retirement | — | 1,278,066 | 739,838 | 715,000 | 39,410 | 2,772,314 |
| For cause | — | — | — | — | — | — |
| CIC + qualifying termination | 4,772,292 | 1,785,197 | 2,007,666 | 1,748,334 | 109,469 (incl. $50,000 outplacement; $20,059 welfare; $39,410 financial planning) | 10,422,958 |
| Death | — | 1,785,197 | 2,007,666 | 1,748,334 | 39,410 | 5,580,607 |
| Disability | — | 1,278,066 | 739,838 | 715,000 | 39,410 | 2,772,314 |
- Clawbacks: Company maintains compensation recoupment policies covering both time- and performance-based equity and cash incentives; LTIP awards subject to clawback/recoupment; no tax gross-ups on perquisites; no excise tax gross-ups in agreements since 2011 (CFO has no 280G gross-up) .
Pension and deferred compensation:
- Retirement Plan present value (12/31/2024): $1,113,488; SERP benefit transferred to Excess 401(k) Plan in December 2024 (payment $8,756,604 during last fiscal year due to transfer) .
- Excess 401(k): Executive contributions $58,434; company contributions $47,963; aggregate earnings $483,448; aggregate balance $12,723,196 (fully vested; payable upon separation per 409A election) .
Multi-Year Compensation Summary (SEC SCT)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 683,153 | 702,289 | 705,000 |
| Stock Awards ($) | 944,551 | 970,731 | 1,116,614 |
| Non-Equity Incentive Plan Comp ($) | 2,140,840 | 1,349,263 | 1,742,538 |
| Change in Pension Value/Deferred Earnings ($) | — | 2,733,285 | 980,011 |
| All Other Compensation ($) | 127,437 | 137,810 | 102,513 |
| Total ($) | 3,894,801 | 5,893,378 | 4,646,676 |
| Total w/o Change in Pension Value ($) | 3,894,801 | 3,160,093 | 3,666,665 |
Compensation Structure Analysis
- Mix and alignment: Variable pay is a majority of total direct compensation; 2024 program emphasizes long-term incentives (PSUs/PCUs/RSUs) with multi-year performance and capital/liquidity gates, directly tied to profitability (ROATCE, EPS Growth) and operating discipline (efficiency ratio) .
- Design changes: 2024 increased CFO’s annual incentive target to 125% and LTI target to $1.6M, reflecting role scope and market positioning; corporate metrics set against budget and consensus in a high-rate environment; corporate score certified at 113% (no discretionary adjustments) .
- No options; no repricing; clawbacks in place; anti-hedging/anti-pledging enforced (reducing misalignment risks) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 95.3% of votes cast in favor; committee incorporated investor feedback via year-round engagement when making program decisions .
Investment Implications
- Alignment: High equity ownership (505% of guideline), no hedging/pledging, and robust clawbacks support shareholder alignment and reduce governance risk; annual vesting “events” occur early April each year (RSU/PSU cycles), which can create predictable calendar points for potential tax-driven transactions and supply dynamics .
- Performance linkage: Incentives tied to Adjusted Net Income, efficiency, ROATCE, and EPS Growth provide direct sensitivity to margin management, credit outcomes, and operating discipline—key levers for bank valuation; 2022–2024 LTI paid at 143% underscores recent outperformance versus targets .
- Retention/CIC economics: Double-trigger CIC with 2× severance and full acceleration on qualifying termination (~$10.4M modeled) balances retention with shareholder protections; absence of employment contract and presence of substantial deferred balances (Excess 401(k), unvested units) further support retention incentives .
- Risk signals: No excise tax gross-ups, no options/repricing, and strong governance practices (anti-hedging/pledging, independent consultant) are positives; watch efficiency ratio and credit cost trajectory given their direct influence on annual incentive outcomes and LTI metrics .