David R. Keenan
REGIONS FINANCIALAbout David R. Keenan
Senior Executive Vice President and Chief Administrative and Human Resources Officer at Regions Financial Corporation (RF); age 57; executive officer since 2010; previously served as Chief Human Resources Officer . Pay is tightly linked to performance: annual incentives are 70% company metrics (profitability, credit management, customer service) which achieved 113% of target for 2024, and 30% individual metrics where Keenan earned 140% based on execution across talent, cost discipline, wellbeing, return-to-office, and technology transformation . Long‑term incentives are driven by ROATCE and EPS Growth (absolute and relative vs a 14‑bank peer set); the 2022–2024 performance cycle paid 143% of target, with absolute ROATCE of 23.49% vs 17% target and absolute 3‑year EPS CAGR of 9% vs 6% target . Shareholders supported RF’s compensation framework with a 95.3% Say‑on‑Pay approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Regions Financial Corporation | Senior EVP & Chief Administrative and Human Resources Officer | Executive Officer since 2010 | Led technology transformation; bolstered leadership performance; simplified processes/cost discipline; wellbeing strategy; return‑to‑office with no negative business impact |
| Regions Financial Corporation | Chief Human Resources Officer (prior role) | Not disclosed | Built talent management recognized “Best in Class”; innovated TA tech with record recruiter production and improved time‑to‑fill and candidate experience |
External Roles
No external public company directorships disclosed for Keenan in RF’s proxy or 10‑K .
Fixed Compensation
Multi‑year compensation (SEC Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 544,692 | 590,962 | 620,289 |
| Stock Awards ($) | 629,715 | 776,607 | 907,272 |
| Non‑Equity Incentive Plan Compensation ($) | 1,551,831 | 1,045,044 | 1,340,511 |
| Change in Pension Value & Nonqualified Deferred Compensation ($) | — | 179,336 | — |
| All Other Compensation ($) | 109,334 | 110,803 | 89,158 |
| Total ($) | 2,834,414 | 2,701,572 | 2,957,230 |
2024 annual incentive parameters:
| Item | Value |
|---|---|
| Annualized base salary used for target ($) | 625,000 |
| Target bonus opportunity (% of base) | 115% |
| Target annual incentive computed from annualized base ($) | 718,750 |
| Target annual incentive used in payout calc (based on actual salary paid) ($) | 713,332 |
| Actual annual cash incentive paid ($) | 863,845 |
Perquisites and other benefits (2024):
| Category | Keenan ($) |
|---|---|
| Life insurance, perqs & personal benefits | 30,891 (incl. financial planning, aircraft use, physical, home security, matching charitable gifts) |
| 401(k) matching (qualified) | 17,250 |
| Excess 401(k) matching (nonqualified) | 41,017 |
| Total “All Other Compensation” | 89,158 |
Performance Compensation
Annual cash incentive design and 2024 results:
| Metric | Weight | Target | Actual | Payout impact | Vesting |
|---|---|---|---|---|---|
| Company performance (profitability, credit management, customer service) | 70% | 100% | 113% | Above target | Immediate (paid early 2025) |
| Individual performance (strategic priorities) | 30% | 100% | 140% (Keenan) | Above target | Immediate (paid early 2025) |
| Total annual incentive ($) | — | $713,332 target | $863,845 paid | 121% of target (dollar terms) | Immediate |
Long‑term incentives (2024 grants):
| Instrument | Grant date | Grant value ($) | Units (#) | Performance metrics & weighting | Payout range | Vest/date and risk |
|---|---|---|---|---|---|---|
| RSUs | 04/01/2024 | 453,636 | 22,064 | Service‑based with safety & soundness overlay (capital/liquidity thresholds) | n/a | Cliff vest 04/01/2027; up to 40% forfeiture if thresholds not met; dividend equivalents reinvested |
| PSUs | 04/01/2024 | 453,636 | 22,064 | ROATCE and EPS Growth; each split 25% absolute/25% relative vs peer set; matrixed payouts | 0–150% | Vest 04/01/2027; subject to capital/liquidity thresholds; dividend equivalents in shares |
| PCUs (cash) | 04/01/2024 | 433,334 | n/a | Same ROATCE/EPS design and weights; lower risk (cash‑denominated) | 0–150% | Vest 04/01/2027; subject to capital/liquidity thresholds |
Prior cycle (2022–2024) performance cash units (PCUs) certification:
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Absolute ROATCE | 25% | 17.0% | 23.49% | 150% |
| Relative ROATCE | 25% | 50th percentile | 96th percentile | — (included in 50% ROATCE component) |
| Absolute EPS Growth (3y CAGR) | 25% | 6.0% | 9% | 136% |
| Relative EPS Growth (3y CAGR) | 25% | 50th percentile | 61st percentile | — (included in 50% EPS component) |
| Final payout % of target | — | — | — | 143% |
| Keenan 2022 PCUs: target and value | — | $333,333 target | — | $476,666 received |
Equity Ownership & Alignment
Beneficial ownership (Record Date February 18, 2025):
| Item | Shares/Value |
|---|---|
| Shares of common stock owned | 101,084 |
| Shares acquirable within 60 days (RSUs/PSUs vesting, retirement‑accelerable RSUs) | 61,414 |
| Total beneficially owned | 162,498 |
| Ownership as % of class | <1% |
| Options outstanding | None (for all directors and executive officers) |
Outstanding equity awards (unvested/uneaned) at 12/31/2024:
| Grant date | RSUs unvested (#) | RSUs MV ($) | PSUs unearned (#) | PSUs MV ($) |
|---|---|---|---|---|
| 04/01/2022 | 14,665 | 344,921 | 20,971 | 493,238 |
| 04/03/2023 | 20,899 | 491,544 | 20,899 | 491,544 |
| 04/01/2024 | 22,573 | 530,917 | 22,573 | 530,917 |
Note: Market values use $23.52 closing price on 12/31/2024; 2022 awards calculated at 143% of target; 2023–2024 PSUs at 100% target pending performance. Dividend equivalents reinvested (except a separate Zusi grant) .
Ownership guidelines and compliance:
- Requirement: 3x base pay for NEOs; Keenan required stock value ~$1,875,000 .
- Compliance status: Yes; owns ~209% of required amount .
- Retention: Must retain at least 50% of after‑tax shares from vesting until guideline met .
- Hedging/pledging: Prohibited; no director/executive officer has pledged shares; margin purchases/pledging disallowed .
Insider selling pressure:
- Next major vest: April 1, 2025 (2022 RSUs/PSUs/PCUs service vesting); Keenan has 61,414 shares issuable within 60 days of record date reflecting April 1 vesting, indicating potential supply from settlement and tax withholding around that date .
Employment Terms
Change‑in‑control (CIC) and severance economics for Keenan:
| Scenario | Cash Severance ($) | RSUs ($) | PSUs ($) | PCUs ($) | Perqs: Financial Planning ($) | Outplacement ($) | 280G Gross‑up ($) | Welfare Benefits ($) | Additional Retirement (SERP) ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|---|
| Voluntary | — | 958,395 | 493,237 | 476,666 | 29,530 | — | — | — | — | 1,957,828 |
| Involuntary without cause | 1,832,045 | 958,395 | 493,237 | 476,666 | 29,530 | — | — | — | — | 3,789,873 |
| Early retirement | — | 958,395 | 493,237 | 476,666 | 29,530 | — | — | — | — | 1,957,828 |
| For cause | — | — | — | — | — | — | — | — | — | — |
| Involuntary for good reason following CIC | 3,933,635 | 1,367,378 | 1,515,694 | 1,310,000 | 29,530 | 50,000 | 3,556,953 | 20,059 | 1,198,385 | 12,981,634 |
| Death | — | 1,367,378 | 1,515,694 | 1,310,000 | 29,530 | — | — | — | — | 4,222,602 |
| Disability | — | 958,395 | 493,237 | 476,666 | 29,530 | — | — | — | — | 1,957,828 |
Key terms and definitions:
- CIC agreement uses “double trigger” (termination without cause or for good reason within 24 months of CIC) for vesting/benefits; CIC includes ≥20% acquisition of voting power, board majority change, certain mergers, or liquidation/dissolution .
- Welfare benefits continuation under CIC: 2 years for Keenan .
- SERP and Retirement Plan participation: present value of accumulated benefits ($996,479 Retirement Plan; $5,277,863 SERP; 21 credited years) ; additional SERP value credited upon CIC termination ($1,198,385) .
- 280G gross‑up: Keenan’s CIC scenario includes estimated tax gross‑up of $3,556,953 (shareholder‑unfriendly) .
- Clawbacks: RF maintains both a Dodd‑Frank Rule 10D‑1 accounting restatement clawback and a misconduct/failure‑to‑supervise recoupment policy (3‑year lookback; time‑ and performance‑based cash and equity) . Policies are filed/exhibited and apply to awards (subject to clawback/forfeiture) .
Investment Implications
- Alignment: High at‑risk mix (annual and long‑term tied to ROATCE/EPS), strong ownership (209% of guideline), and anti‑hedging/anti‑pledging enhance alignment with shareholders .
- Execution signal: 2022–2024 long‑term performance at 143% demonstrates value creation across ROATCE and EPS growth metrics; annual individual performance at 140% reflects operational impact in cost discipline, talent and tech transformation .
- Near‑term supply risk: April 1, 2025 vesting (61,414 shares issuable) could create settlement/withholding‑related selling pressure; absence of options limits forced selling .
- Governance red flags: Presence of 280G tax gross‑up under CIC (Keenan) is shareholder‑unfriendly and could inflate CIC payouts; monitor potential reforms or cutback provisions in future proxies .
- Retention and risk controls: Three‑year cliff vesting with capital/liquidity forfeiture overlays (up to 40%) and robust clawbacks tie payout to safety and soundness and reduce excessive risk‑taking; double‑trigger CIC provides balance between retention and shareholder protection .