J. Thomas Hill
REGIONS FINANCIALAbout J. Thomas Hill
Independent director since 2022; age 65; serves on Regions’ Compensation & Human Resources (CHR) Committee and Nominating & Corporate Governance (NCG) Committee. Hill is Chairman and CEO of Vulcan Materials Company, with 30+ years at Vulcan and prior operations/general management roles before becoming CEO in 2014 and Chairman in 2016; education includes a bachelor’s degree from the University of Pittsburgh and Wharton Executive Management Program credentials . The Board affirmatively determined Hill is independent under NYSE standards; overall Board independence ~93% in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vulcan Materials Company | Chairman and CEO; previously President and CEO (2014–2023) | CEO since 2014; Chairman since 2016; President through 2023 | Chairs Vulcan’s Executive Committee; long-tenured operating executive; industry leadership positions in trade groups |
| National/Industry Associations | Board/leadership roles (e.g., U.S. Chamber of Commerce; United Way of Central Alabama) | Various prior roles | Demonstrated community and stakeholder engagement |
External Roles
| Company | Role | Committee Positions |
|---|---|---|
| Vulcan Materials Company | Chairman of the Board; CEO | Executive Committee (Chair) |
Board Governance
- Committees: CHR Committee member; NCG Committee member; not a chair of either (CHR chaired by Joia M. Johnson; NCG chaired by Ruth Ann Marshall) .
- Independence: Affirmed independent director in Feb 2025; all standing Board committees are 100% independent .
- Attendance: All incumbent Directors attended ≥75% of meetings; average attendance ~96% in 2024. Hill attended the 2024 annual meeting (only Director Suquet absent) .
- Meetings held in 2024: Board (8); Audit (9); CHR (6); NCG (5); Risk (4); Technology (5); plus joint Audit/Risk (1) and joint CHR/Risk (1) .
| Committee | Membership | 2024 Meetings (#) |
|---|---|---|
| Compensation & Human Resources (CHR) | Member (with Johnson [Chair], Marshall, Rhodes, Vines) | 6 (+1 joint with Risk) |
| Nominating & Corporate Governance (NCG) | Member (with Marshall [Chair], Crosswhite, Johnson, Prokopanko) | 5 |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 122,500 | Director cash retainer/fees |
| Stock Awards (RSUs) | 129,983 | Grant date 4/22/2024; grant date fair value $19.18/share; vests one lump sum at 2025 Annual Meeting |
| All Other Compensation | — | No other compensation reported |
| Total | 252,483 | Sum of cash and stock award values |
Additional RSU program details for independent directors:
- 4/22/2024 director RSU grant: grant date fair value $19.18/share; vests at 2025 Annual Meeting; Regions has not granted options since 2011 .
Performance Compensation
| Performance Metrics Tied to Director Awards | Description |
|---|---|
| None disclosed/Not applicable | Director RSUs are time-based and vest at the next annual meeting; no performance metrics specified |
Other Directorships & Interlocks
| Entity | Relationship to Regions | Interlock/Transaction Details |
|---|---|---|
| Vulcan Materials Company | Regions banking relationship in ordinary course (normal/customary terms) | Hill is CEO/Chair at Vulcan; Regions disclosed arm’s-length business with Vulcan; common service on Vulcan’s board with Regions directors James T. Prokopanko and Lee J. Styslinger III |
- Overboarding/limits: Regions’ policy caps public boards at 4 and at 3 for those serving as board chair/lead independent director; all nominees are compliant (Hill’s service aligns with policy) .
Expertise & Qualifications
- Corporate governance; customer/community engagement; executive compensation & benefits; human capital management; strategic planning/strategy development .
Equity Ownership
| Item | Value |
|---|---|
| Shares of Common Stock (direct/indirect) | 30,567 |
| Shares acquirable within 60 days (RSU settlements) | 7,008 |
| Total Beneficial Ownership (shares) | 37,575; less than 1% of class |
| Outstanding RSUs (incl. dividend equivalents) at 12/31/2024 | 6,933 |
| Options Outstanding | None (no director options outstanding; company hasn’t granted options since 2011) |
| Director Stock Ownership Guideline | 5x annual cash retainer; must retain 50% of net shares until compliant |
| Compliance Status | All Directors meet guideline except Jenkins and Rand; Hill meets guideline |
| Hedging/Pledging | Prohibited for Directors and executive officers under Insider Trading Policy |
Governance Assessment
- Board effectiveness: Hill strengthens CHR and NCG oversight with active CEO/Chair experience and human capital/governance skill set; independence affirmed; attendance expectations met at Board level (~96%) supporting engagement and diligence .
- Alignment: Meaningful equity stake (37,575 shares including RSUs due within 60 days; <1% of class) and compliance with robust 5x retainer ownership guideline align director incentives with shareholders; anti-hedging/anti-pledging constraints reduce misalignment risk .
- Potential conflicts/RED FLAGS: Interlock and banking relationship with Vulcan Materials—where Hill is CEO/Chair—could pose perceived conflicts given Regions’ commercial ties; Board reviewed and deemed immaterial under NYSE/Company principles, with transactions on customary terms. Interlocks with Prokopanko and Styslinger at Vulcan should be monitored for information flow and independence optics .
- Compensation signals: Director pay mix—cash retainer plus time-based RSUs vesting at next annual meeting—keeps pay at-risk via equity exposure; lack of performance metrics for director grants is typical but means limited pay-for-performance features in director compensation design .
- Overall: Strong governance profile with independent committee service and equity alignment; vigilance warranted around Vulcan interlocks and ordinary-course banking ties to preserve investor confidence in independence and oversight .