Joia M. Johnson
REGIONS FINANCIALAbout Joia M. Johnson
Independent director since 2021; age 64; currently Chair of the Compensation & Human Resources (CHR) Committee and member of the Nominating & Corporate Governance (NCG) and Executive Committees. Former Chief Administrative Officer, General Counsel, and Corporate Secretary of Hanesbrands Inc. (retired 2021), with extensive multi-function executive oversight. Education: B.A. Duke University; MBA (Wharton); JD (University of Pennsylvania). Independence affirmed by the Board in February 2025. Tenure on RF Board: ~3 years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hanesbrands Inc. | Chief Administrative Officer, General Counsel & Corporate Secretary (previously Chief Legal Officer, General Counsel & Corporate Secretary) | 2007–2021 (retired 2021) | Led legal, HR, CSR, government & trade relations, real estate, security; oversaw global M&A; extensive global leadership experience |
| RARE Hospitality International, Inc. | EVP, General Counsel & Corporate Secretary | Prior to 2007 | Senior legal and governance leadership in consumer/retail sector |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Global Payments Inc. | Director | Compensation Committee; Governance & Nominating Committee |
| Sylvamo Corporation | Director | Nominating & Corporate Governance Committee; Management Development & Compensation Committee |
Interlocks: Johnson and RF Lead Independent Director Ruth Ann Marshall both serve on Global Payments’ board; the RF Board reviewed director relationships and found them not material to independence.
Board Governance
| Item | Detail |
|---|---|
| RF Board Committees | CHR (Chair); NCG (Member); Executive Committee (Member) |
| Independence status | Independent director (affirmed Feb 2025) |
| Attendance | All incumbents attended ≥75% of Board/committee meetings; average ~96% in 2024; Board/Committee meetings held: Board 8; Audit 9; CHR 6; NCG 5; Risk 4; Technology 5; plus joint meetings (Audit+Risk; CHR+Risk) |
| Committee independence | 100% independent membership on standing committees |
| Lead independent director | Ruth Ann Marshall (not Johnson) |
| CHR remit (relevance) | Oversees executive pay, human capital, director compensation and ownership guidelines, succession, and ethics/COI programs; uses independent consultant Frederic W. Cook & Co. |
Fixed Compensation
| Component | 2024 Program Terms | Source |
|---|---|---|
| Annual Cash Retainer | $100,000 | |
| Annual Equity Retainer | $130,000 in RSUs; granted ~3 business days post-AGM; vests at next AGM | |
| Lead Independent Director Retainer | +$50,000 (not applicable to Johnson) | |
| Committee Chair Retainer | CHR Chair: +$25,000 | |
| Committee Member Retainer | CHR/NCG/Risk/Tech (non-chair): +$10,000 per committee; Audit members +$15,000 | |
| Deferral Options | Cash fees may be deferred (Directors’ Deferred Investment Plan); RSUs may be deferred (Directors’ Deferred RSU Plan) |
| Joia M. Johnson – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 145,000 |
| Stock Awards (RSUs grant-date fair value) | 129,983 (grant-date price $19.18 on Apr 22, 2024) |
| All Other Compensation | — |
| Total | 274,983 |
Notes: Regions has not granted stock options to independent directors since 2011; outstanding director equity is RSUs.
Performance Compensation
- Directors do not receive performance-based incentives; equity is service-based RSUs vesting at the subsequent annual meeting. No stock options since 2011.
- Deferral elections are available for cash and RSUs; deferred RSUs accrue dividend equivalents and deliver shares per election (or accelerated on death/change-in-control).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Global Payments Inc.; Sylvamo Corporation |
| Shared interlocks (RF board) | With RF Lead Independent Director Ruth Ann Marshall at Global Payments; Board reviewed relationships and deemed them not material for independence |
| Overboarding policy compliance | All 14 nominees comply with RF limits on outside board/audit committee service |
Expertise & Qualifications
- Corporate governance; executive compensation & benefits; human capital management; regulatory compliance; environmental sustainability.
- Broad consumer products/manufacturing/retail domain experience; multi-functional leadership across legal, HR, CSR, M&A.
Equity Ownership
| Item | Quantity/Status |
|---|---|
| Shares beneficially owned | 15,186 (held in a trust) |
| Shares acquirable within 60 days | 7,008 (primarily RSUs scheduled to vest on Apr 16, 2025, if not deferred) |
| Total beneficial ownership | 22,194; <1% of outstanding shares |
| Outstanding RSUs at 12/31/24 | 13,656 (includes dividend equivalents) |
| Director ownership guideline | Minimum 5x annual cash retainer (i.e., 5 × $100,000) |
| Compliance with guideline | Meets guideline (only Directors Jenkins and Rand were below threshold as of record date) |
| Anti-hedging/pledging policy | Prohibited for directors and executive officers |
Governance Assessment
- Board effectiveness: Johnson chairs the CHR Committee, a central lever for human capital and pay risk oversight; CHR applies independent advice (FW Cook), runs joint sessions with Risk, and administers stock ownership requirements—signaling strong alignment mechanisms.
- Independence/attendance: Affirmed independent; standing committees 100% independent; 2024 attendance robust across the Board (avg ~96%).
- Compensation alignment: Director pay structure balanced (cash + time-based RSUs), stable YoY (no 2024 changes), with optional deferral—simple and shareholder-aligned.
- Ownership alignment: Meets meaningful 5x retainer stock-ownership guideline; has outstanding RSUs and additional shares acquirable within 60 days; anti-hedging/pledging in force.
- Potential conflicts/interlocks: Shared service with RF Lead Independent Director at Global Payments noted and reviewed; Board deemed relationships immaterial to independence; no related-party transactions identified for Johnson.
- Shareholder confidence signals: Say-on-Pay approved at 95.3% in prior year; RF engaged with shareholders representing over 20% of shares outstanding in 2024.
RED FLAGS: None disclosed specific to Johnson. Monitoring item: cross-directorship with Global Payments alongside RF’s Lead Independent Director; Board has evaluated and found no material independence impairment.