John M. Turner, Jr.
REGIONS FINANCIALAbout John M. Turner, Jr.
Regions Financial Corporation’s Chairman, President and Chief Executive Officer; age 63; Director since 2018; Chairman since April 2024; CEO since July 2018; President since December 2017. Education: B.A., Economics, University of Georgia. Background includes senior leadership at Whitney National Bank/Whitney Holding (President in 2008; joined 1994) and nine years at AmSouth Bank prior to Whitney. Known for risk, regulatory and strategic planning expertise and extensive banking leadership across Regions’ footprint . Regions’ FY2024 results: revenue $7.1B (vs. $7.6B in 2023), net income to common $1.8B (vs. $2.0B), EPS $1.93; efficiency ratio 59.5% (vs. 57.9%). Five‑year TSR index ended 2024 at 168 (vs. 132 in 2023), with net income $1,893M and Adjusted ROATCE 15.31% (Pay‑vs‑Performance table) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Regions Financial/Regions Bank | Chairman; President; CEO | Chairman Apr 2024–present; CEO Jul 2018–present; President Dec 2017–present | Leads strategy and execution; Executive Committee member; oversees risk, capital and growth agenda . |
| Regions Financial | Head, Corporate Bank | 2014–2017 | Led corporate banking strategy and growth across footprint . |
| Regions Financial | South Region President | 2011–2014 | Ran Alabama, Mississippi, South Louisiana, FL Panhandle operations . |
| Whitney National Bank/Whitney Holding | President; Board member | President in 2008; at Whitney since 1994 | Led line banking functions; board oversight; regional leadership across franchise . |
| AmSouth Bank | Senior consumer, commercial and business roles | ~9 years prior to 1994 | Broad operating leadership across segments . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Business Council of Alabama | Director | Current | Public policy/advocacy in RF core market . |
| Birmingham Business Alliance | Director | Current | Regional economic development . |
| Economic Development Partnership of Alabama | Director | Current | Statewide growth initiatives . |
| A Plus Education Foundation | Director | Current | Education support in Alabama . |
| United Way of Central Alabama | Director | Current | Community impact . |
| Infirmary Health System | Director | Current | Healthcare system governance . |
| Former community leadership | Former Chair/board roles | Prior years | Mobile Area Chamber of Commerce; Mobile Area Education Foundation; United Way of Southwest Alabama; Leadership Mobile board . |
Fixed Compensation
| Year | Base salary ($) | Target annual bonus (% of salary) | Target annual bonus ($) | Actual annual cash incentive ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 1,150,000 | 180% | 2,070,000 | 2,486,230 | CEO base raised 4.5% in 2024 . |
| 2023 | 1,100,000 | 180% | 1,980,000 | 1,522,280 | 2023 corporate score below target; see Performance section . |
Performance Compensation
Annual Cash Incentive – Plan design and 2024 results
- Weighting: 70% corporate; 30% individual; with customer service modifier (+/−10 pts) and safety & soundness (capital/liquidity) reductions up to −40% of corporate component .
- Corporate metrics (50%/50%): Adjusted Net Income to common and Adjusted Efficiency Ratio; goals set versus Board‑approved budget and consensus; substitution of net charge‑offs for provision to neutralize CECL volatility .
- 2024 certified corporate score: 113% (no discretionary changes). Customer service >90th percentile added +10 points; capital and liquidity thresholds met (no reductions) .
| Metric (corporate 70% of bonus) | Weight | Threshold | Target | Max | 2024 attainment | Goal achievement |
|---|---|---|---|---|---|---|
| Adjusted Net Income to common ($mm) | 50% | 1,398 | 1,864 | 2,237 | 1,975 | 103% |
| Adjusted Efficiency Ratio | 50% | 61.5% | 58.0% | 55.0% | 57.6% | 101% |
| Customer service modifier | ±10 pts | — | — | — | >90th percentile | +10 pts |
| Safety & soundness (capital/liquidity) | − up to 40 pts | Low risk/deploy required | — | — | Met; no reduction | 0 pts |
- CEO 2024 annual cash incentive paid: $2,486,230 .
Long‑Term Incentives (LTI)
- Structure: Equal thirds in RSUs (time‑based), PSUs (stock‑settled), and PCUs (performance cash) with 3‑year performance/vesting; capital and liquidity gates apply .
- 2024 target LTI increased to $5.9M for CEO (split equally across RSUs/PSUs/PCUs) to reflect role growth and market data .
| Grant year | Instrument | Grant date | Target granted | Max | Vesting/Performance | Accounting value |
|---|---|---|---|---|---|---|
| 2024 | PSUs | 04/01/2024 | 100,136 units (target) | 150,204 units | Earn 0–150% over 2024–2026; subject to capital/liquidity thresholds | Included in $4,117,592 stock grant value (with RSUs) |
| 2024 | RSUs | 04/01/2024 | 100,136 units | — | Cliff vest 3rd anniversary (Apr 1, 2027); subject to capital/liquidity thresholds | Included in $4,117,592 stock grant value |
| 2024 | PCUs (cash) | 04/01/2024 | $1,966,666 target | $2,949,999 | 3‑year performance period ending 12/31/2026; paid 2027 | Non‑equity LTI shown separately |
Recent performance outcomes:
- 2022–2024 LTI performance cycles certified at 143% of target based on results; 2022 PCUs for CEO valued at $2,502,500 as of 12/31/2024 and vest on April 1, 2025 (service condition) .
- 2021–2023 LTI certified at 150% of target; 2021 PCUs for CEO valued at $2,625,000 and vested Apr 1, 2024 .
Equity Ownership & Alignment
Stock ownership policy and compliance:
- CEO requirement: 6x base salary. Compliance (as of record dates): 275% on Feb 20, 2024; 400% on Feb 18, 2025. Executives who are below requirement must retain at least 50% of after‑tax vested shares until compliant .
- Anti‑hedging and anti‑pledging policies: Hedging and pledging of Regions equity are prohibited for Directors and executive officers .
| As of record date | Ownership requirement | Required value ($) | Status | % of requirement owned |
|---|---|---|---|---|
| Feb 18, 2025 | 6x base salary (CEO) | 6,900,000 | Meets | 400% |
| Feb 20, 2024 | 6x base salary (CEO) | 6,600,000 | Meets | 275% |
Beneficial ownership (no options outstanding):
- As of Feb 18, 2025: 1,142,376 total shares beneficially owned (836,690 shares of common + 305,686 acquirable within 60 days via vesting/retirement‑eligible RSUs/PSUs); includes 831,493 shares held jointly with spouse; less than 1% of outstanding shares .
- The company reported no outstanding stock options held by Directors or executive officers as of record date .
| Holder | Shares owned (#) | Acquirable within 60 days (#) | Total beneficial (#) | % of class | Notes |
|---|---|---|---|---|---|
| John M. Turner, Jr. | 836,690 | 305,686 | 1,142,376 | <1% | Includes 831,493 shares held jointly with spouse . |
Vesting cadence and potential supply:
- RSUs generally cliff‑vest on the third anniversary of grant (e.g., April 1 for April 1 grants); PSUs settle after the 3‑year performance period; PCUs paid after performance period. For legacy grants, 2022 PCUs vest and pay April 1, 2025; similar early‑April vest dates create predictable windows for form‑of‑payment share deliveries .
Historical snapshot of outstanding awards (12/31/2022):
- Unvested RSUs (Turner): 161,970 (4/1/20), 83,572 (4/1/21), 76,991 (4/1/22). Unearned PSUs at target/150%: 242,955 (10/14/20), 125,358 (4/1/21), 76,991 (4/1/22). RSUs/PSUs subject to capital/liquidity gates; RSUs cliff‑vest at third anniversary .
Employment Terms
- No employment agreement; standard executive policies apply .
- Change‑in‑control (CIC) agreement: Double‑trigger. If terminated without cause or resigns for good reason within two years post‑CIC, CEO receives a lump‑sum equal to 3x (base salary + average annual bonus over prior 3 years), plus pro‑rated bonus and 3 years of welfare benefits continuation. No Section 280G excise tax gross‑up for CEO; certain other NEOs have grandfathered gross‑ups from 2007 agreements. Equity awards provide double‑trigger vesting on CIC‑related qualifying termination (death/disability provisions as specified) .
- Clawbacks: Robust policies covering cash and equity (time‑ and performance‑based) .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return index (start=$100) | 98 | 137 | 140 | 132 | 168 |
| Net Income ($mm) | 1,094 | 2,521 | 2,245 | 2,074 | 1,893 |
| Adjusted ROATCE (%) | 17.04 | 17.92 | 21.09 | 18.01 | 15.31 |
| Total revenue ($bn) | — | — | — | 7.6 | 7.1 |
| Efficiency ratio (%) | — | — | — | 57.9 | 59.5 |
Say‑on‑pay support: 95.3% approval at the 2024 annual meeting (for 2023 compensation program), informing 2024 pay design decisions .
Major 2024 incentive achievements: Corporate score 113% driven by above‑target adjusted net income and efficiency; customer service >90th percentile; capital/liquidity maintained at “low risk/deploy” .
Board Governance & Dual‑Role Implications
- Dual role: Board elected to combine Chair and CEO roles in 2024 with a strong Lead Independent Director (Ruth Ann Marshall) and robust independent oversight; management cites continuity and strategic alignment benefits .
- Independence: ~93% of Directors independent; all standing Board committees (Audit, CHR, NCG, Risk, Technology) composed entirely of independent Directors; CEO serves on Executive Committee only .
- Lead Independent Director duties include agenda approval, executive sessions leadership, Board effectiveness challenge of management, succession planning coordination, and crisis leadership .
- Meetings and attendance (2024): Board 8; Audit 9; CHR 6; NCG 5; Risk 4; Technology 5; average Director attendance ~96% .
Board service history (Turner):
- Director since 2018; Executive Committee member; not independent (NYSE bright‑line due to employment) .
Compensation Structure Analysis
- Mix and leverage: 2024 CEO pay heavily at‑risk with 67% variable; 62% long‑term awards (PSUs/RSUs/PCUs) and 26% annual incentive; 12% salary. Pay outcomes tied to profitability, efficiency and customer outcomes, with regulatory capital/liquidity gates reducing risk‑taking incentives .
- Metric rigor and adjustments: Annual goals set versus budget and informed by analyst consensus; continued use of CECL adjustment (net charge‑offs substitution) for adjusted net income. Committee applied no discretionary upward adjustments for 2024 corporate outcomes .
- LTI performance: Multi‑year cycles have paid above target (150% for 2021–2023; 143% for 2022–2024), indicating strong relative execution across cycles despite 2023 pressures; supports alignment but raises calibration watchpoint if above‑target trends persist in differing macro regimes .
- Clawback/enforcement and risk controls: Clawbacks on cash and equity; anti‑hedging/pledging; safety and soundness thresholds can reduce corporate component by up to 40% if capital/liquidity below standards .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreement | None (standard policies only) . |
| Change‑in‑control (CIC) | Double‑trigger; 3x (salary + 3‑yr avg bonus) + pro‑rated bonus; 3 years benefits continuation; no 280G gross‑up for CEO . |
| Equity on CIC | Double‑trigger vesting (award agreements govern); death/disability provisions as specified . |
| Severance (non‑CIC) | CEO not covered by Executive Severance Plan (plan applies to other NEOs); plan prohibits gross‑ups . |
| Clawbacks | Apply to time‑/performance‑based cash and equity . |
| Anti‑hedging/pledging | Prohibited . |
Investment Implications
- Pay‑for‑performance alignment: 2024 annual incentive paid above target on absolute profitability/efficiency with strong customer outcomes, and multi‑year LTI cycles paid >100%, consistent with resilient returns and TSR rebound to 168 in 2024; structure includes robust risk gates (capital/liquidity, clawbacks) to mitigate tail‑risk behaviors .
- Retention and supply dynamics: High ownership (400% of guideline) aligns incentives; predictable early‑April vesting for RSUs/PSUs and PCU payouts may create episodic share settlement activity, though hedging/pledging prohibitions reduce misalignment risk .
- Governance checks on dual role: Combined Chair/CEO offset by strong Lead Independent Director mandate and fully independent committees—reduces typical dual‑role risk, but investors should continue monitoring Board challenge and any shifts in metric rigor after several above‑target LTI outcomes .
- Change‑in‑control economics: Market‑standard, double‑trigger 3x CIC multiple without tax gross‑up limits shareholder‑unfriendly payouts while maintaining competitiveness; no employment agreement reduces fixed obligations outside CIC .