James T. Prokopanko
REGIONS FINANCIALAbout James T. Prokopanko
James T. Prokopanko (age 71) is an independent director of Regions Financial (RF) since 2016, currently serving as Chair of the Board Risk Committee and a member of the Nominating & Corporate Governance (NCG) Committee and Executive Committee. He is the former President & CEO of The Mosaic Company (2007–2015; Senior Advisor until January 2016) and previously held senior roles at Cargill. He holds a Bachelor’s in Computer Science (University of Manitoba) and an MBA (Ivey Business School, University of Western Ontario). Tenure on Regions’ board is 8 years; his independence was affirmed by the board in February 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Mosaic Company | President & CEO; Senior Advisor | 2007–2015; Senior Advisor until Jan 2016 | Led a global producer of phosphate/potash; recognized for environmental risk management and corporate responsibility . |
| The Mosaic Company | EVP & COO | 2006–2007 | Operational leadership prior to CEO role . |
| Cargill, Inc. | Senior leadership roles | 1999–2006 | Various senior roles; deep experience in regulated industries . |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Vulcan Materials Company | Director | Compensation Committee; Governance Committee . |
| Xcel Energy Inc. | Director | Audit Committee; Finance Committee . |
- Notable recognition: Corporate Responsibility Lifetime Achievement Award (2015) and industry awards; co-authored “Sustainability as a Compass for Leadership” (2017) .
Board Governance
- Current Regions board roles: Chair, Risk Committee; Member, NCG Committee; Member, Executive Committee .
- Independence: Board determined he is independent (NYSE standards); ~93% of current directors are independent and all standing committees are fully independent .
- Attendance: In 2024, all incumbent directors attended ≥75% of meetings; average attendance ~96%. Board/committee meetings held: Board 8; Audit 9; CHR 6; NCG 5; Risk 4; Technology 5; plus joint meetings .
- Risk Committee leadership: As chair (first year), oversaw risk appetite alignment, market/liquidity risk, credit risk, capital adequacy, compliance, cybersecurity, and major operational risks; coordinated joint oversight with Audit and CHR Committees .
Fixed Compensation
| Element | Amount/Terms |
|---|---|
| Annual Cash Retainer | $100,000 (pro-rated if joining mid-term) . |
| Annual Equity Retainer | $130,000 in RSUs granted 3 business days post annual meeting; number based on grant-date closing price; vest at next annual meeting; pro-rated if joining mid-term . |
| Lead Independent Director | +$50,000 annual retainer . |
| Committee Chairs | Audit $40,000; CHR $25,000; NCG $25,000; Risk $40,000; Technology $25,000; Special/Ad Hoc $10,000 (pro-rated if changes mid-term) . |
| Committee Members | Audit (members excl. chair) $15,000; CHR/NCG/Risk/Technology $10,000 (pro-rated) . |
| Deferral Programs | Directors’ Deferred Investment Plan (cash fees) and Directors’ Deferred RSU Plan (equity), with notional investments; RSUs may be deferred up to 10 years; dividend equivalents notionally credited . |
| Matching Gifts | Matching up to $5,000 per year to eligible charities . |
| Prokopanko – Director Compensation (Historical) | 2018 | 2022 | 2023 |
|---|---|---|---|
| Fees Earned/Paid in Cash ($) | 98,750 | 121,250 | 122,500 |
| Stock Awards ($) | 119,998 | 130,010 | 129,985 |
| All Other Compensation ($) | — | — | — |
| Total ($) | 218,748 | 251,260 | 252,485 |
Performance Compensation
| Feature | Structure |
|---|---|
| Equity Type | Annual RSU retainer in lieu of performance-tied awards; RSUs vest time-based at next annual meeting; number determined by dividing $130,000 by closing price on grant date . |
| Deferral of RSUs | Optional via Directors’ Deferred RSU Plan; dividend equivalents credited; payout in shares at chosen date (no later than 10th anniversary); accelerated at death or change-in-control . |
Directors’ equity at Regions is time-based and not linked to financial performance metrics (unlike executive PSUs/PCUs); vesting aligns with annual meeting cadence .
Other Directorships & Interlocks
- Common service: Prokopanko serves on Vulcan Materials alongside Regions directors J. Thomas Hill (also Vulcan CEO) and Lee Styslinger III; Johnson and Marshall share service at Global Payments (not involving Prokopanko) .
- Customer relationships: Vulcan Materials and other companies (e.g., AutoZone, Altec, BCBSAL, Comcast) maintain ordinary-course banking relationships with Regions; the board concluded these relationships are arm’s-length and immaterial for director independence .
Expertise & Qualifications
- Skills: Business Operations & Technology Innovation/AI; Corporate Governance; Environmental Sustainability; Risk Management; Strategic Planning .
- Education: B.Sc. (Computer Science), University of Manitoba; MBA, Ivey Business School .
- Awards/Publications: Corporate Responsibility Lifetime Achievement (2015); industry excellence awards; published on sustainability leadership .
Equity Ownership
| Holder | Shares of Common Stock (#) | Shares Acquirable Within 60 Days (#) | Total Beneficial Ownership (#) | % of Class |
|---|---|---|---|---|
| James T. Prokopanko | 18,731 | 0 | 18,731 | * (<1%) |
- Anti-hedging/anti-pledging: Regions prohibits hedging and pledging by directors and executive officers; no director or executive officer has pledged shares; insider trading policy filed with 2024 Form 10-K .
- Stock ownership guidelines: Robust guidelines apply to directors and executives; retention requirements in place; details outlined in Ownership of Regions Common Stock section (directors covered) .
Governance Assessment
- Committee influence: As Risk Committee Chair, Prokopanko is central to board oversight of enterprise risk (market/liquidity, credit, compliance, cybersecurity) and inter-committee risk collaboration—a positive for board effectiveness in a regulated financial institution .
- Independence and conflicts: Independence affirmed; interlocks (e.g., Vulcan) and ordinary-course banking relationships reviewed and deemed immaterial—low conflict risk, positive signal for investor confidence .
- Engagement: Board held 39 meetings in 2024; directors averaged ~96% attendance with all meeting the ≥75% threshold—supports strong engagement and board productivity .
- Pay and alignment: Director pay mix (cash retainer + time-based RSUs) is simple and aligned with shareholder interests; optional deferrals promote long-term orientation; presence of anti-hedging/anti-pledging policies strengthens alignment .
- Ownership: Direct beneficial ownership is modest (<1%); however, governance policies require director ownership and retention; combined with restrictions on pledging/hedging, alignment mechanisms appear robust .
- Broader signals: 2024 say-on-pay approval of 95.3% indicates shareholder support for compensation practices and governance framework, indirectly reinforcing board stewardship credibility .
Potential RED FLAGS to monitor
- Interlocks and customers: Ongoing ordinary-course banking relationships with companies linked to directors (e.g., Vulcan Materials) warrant continued scrutiny, though currently deemed immaterial by the board .
- Overboarding risk: Board policy limits outside boards; NCG monitors compliance; current nominees are in compliance—no immediate red flag .
- Equity pledging/hedging: No pledging and hedging prohibited—a mitigated risk area .