Lee J. Styslinger III
REGIONS FINANCIALAbout Lee J. Styslinger III
Independent director of Regions Financial Corporation (RF), age 64, serving since 2003. He is Co-Owner (formerly Chairman/CEO) of Altec Inc., a global manufacturer for utility and telecom markets, and holds an MBA from Harvard and a bachelor’s degree from Northwestern University . At Regions he serves on the Risk Committee and Technology Committee, and has been affirmed independent by the Board’s 2025 review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altec Inc. | Chairman & CEO; later Co‑Chairman; currently Co‑Owner | CEO since 1997; Co‑Chairman until Dec 31, 2024 | Led global operations; extensive management experience in manufacturing and transportation |
| President’s Export Council; Manufacturing Council; Advisory Committee for Trade Policy | Presidential appointee/advisor | Various years (2006–2008; 2017; 2020) | Policy advisory roles on trade and manufacturing |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Vulcan Materials Company | Director | Current | Compensation & Human Capital; Governance |
| Workday, Inc. | Former Director; Advisor to Board | Prior 5 years | — |
| Glass Houses Acquisition Corp. | Former Director | Prior 5 years | — |
Board Governance
- Committee assignments: Risk Committee and Technology Committee member (not Chair) .
- Independence: Board determined he is independent (only CEO Turner is non‑independent) .
- Board/committee meeting cadence (2024): Board 8; Audit 9; CHR 6; NCG 5; Risk 4; Technology 5; plus joint sessions (Audit/Risk, CHR/Risk) .
- Attendance: All incumbent directors attended ≥75% of aggregate meetings; independent directors held executive sessions at each regular meeting; average director attendance ~96% in 2024 .
- Lead Independent Director and committee oversight structure reinforce independent challenge of management .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑management director retainer |
| Committee member retainers | $20,000 | $10,000 per committee (Risk; Technology) |
| Total cash paid | $120,000 | As disclosed in director compensation table |
| Annual equity retainer (RSUs) | $129,983 | Grant date fair value; annual grant of $130,000 in RSUs, vesting at next annual meeting |
Performance Compensation
- Director equity grants are time‑based (RSUs) and vest at the next annual meeting; no performance metrics are applied to independent director compensation .
| Equity Element | Grant Date | Vesting | Metric(s) |
|---|---|---|---|
| RSUs (annual grant) | Apr 22, 2024 | Lump‑sum vest at 2025 Annual Meeting | None; time‑based only |
Other Directorships & Interlocks
- Shared boards: Serves on Vulcan Materials; Regions directors Hill (Vulcan CEO) and Prokopanko also serve on Vulcan’s board—an interlock monitored under independence policies .
- Advisory role: Advisor to Workday’s Board; Regions paid Workday ~$5.0 million for services in 2024—reviewed and deemed arm’s‑length and not material to independence .
- Altec Inc.: Significant owner; Altec is a Regions commercial banking customer; these are ordinary‑course relationships with customary terms .
Expertise & Qualifications
- Skills: Audit/Accounting/Finance and Capital Planning; Corporate Governance; Human Capital Management; Risk Management; Strategic Planning .
- Education: BA, Northwestern University; MBA, Harvard University .
- Honors: Presidential advisory appointments on trade and manufacturing; “Great American Economic Revival” council (2020) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (common) | 142,690 shares | As of Feb 18, 2025; less than 1% of class |
| Shares acquirable within 60 days | 0 | As of Record Date, per SEC definition |
| Outstanding RSUs (12/31/2024) | 51,831 units | RSUs and dividend equivalents outstanding |
| Ownership guidelines | Meets requirement | Directors must hold ≥5x annual cash retainer; compliance confirmed (Jenkins/Rand still ramping) |
| Anti‑hedging/pledging | Full compliance | No director has pledged shares; hedging/short sales prohibited |
Board Governance
- Committee responsibilities (relevant to his roles):
- Risk Committee: Oversees enterprise risk management, risk appetite, credit/market/liquidity/operational/compliance risks; joint oversight with Audit and CHR on key topics .
- Technology Committee: Oversees technology strategy, modernization investments, cybersecurity/data privacy coordination with Risk Committee .
- Related person transactions: Board reported no related person transactions under policy in 2024; ordinary‑course relationships (e.g., Altec, Workday services) reviewed and deemed not material to independence .
Governance Assessment
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Strengths:
- Long tenure and deep operating experience in manufacturing/supply chain enhances risk and technology oversight effectiveness .
- Independence affirmed; no hedging/pledging; robust ownership in line with guidelines improves alignment with shareholders .
- Director compensation structure is balanced (cash retainer plus RSUs), simple and transparent; no meeting fees; clawbacks and strong governance practices at board level .
- Board engagement and attendance metrics indicate high effectiveness and accountability; average ~96% attendance .
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Potential conflicts and mitigants:
- Interlocks at Vulcan Materials (with RF director who is a Vulcan executive) and Altec customer relationship represent potential information‑flow/conflict vectors; both are monitored under Corporate Governance Principles and reviewed as ordinary‑course, non‑material relationships with customary terms (mitigating independence concerns) .
- Advisory connection to Workday alongside RF payments for services (~$5.0 million in 2024) reviewed as arm’s‑length and not material .
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RED FLAGS:
- None identified by the Board under its related person transaction policy for 2024; no hedging or pledging; all independence tests satisfied .
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Shareholder confidence signals:
- Strong Say‑on‑Pay support (95.3% in 2024) indicates investor alignment with compensation governance; robust year‑round engagement program .