Mark A. Crosswhite
REGIONS FINANCIALAbout Mark A. Crosswhite
Independent director of Regions Financial Corporation since 2022; age 62. Former Chairman, President, and CEO of Alabama Power (2014–2022) with prior senior roles at Southern Company and Gulf Power, bringing deep experience operating in highly regulated industries. Serves on the Audit Committee and Nominating & Corporate Governance (NCG) Committee; education includes a bachelor’s degree from the University of Alabama in Huntsville and a Juris Doctor from the University of Alabama School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alabama Power Company | Chairman, President & CEO | 2014–2022 | Led a major regulated utility; extensive experience in regulatory compliance and risk |
| Southern Company | Chief Operating Officer | Not disclosed | Enterprise leadership in a highly regulated environment |
| Gulf Power (Southern Company) | Chairman, President & CEO | Not disclosed | Utility leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Prosper Birmingham | Chairman of the Board | Current | Community/economic development leadership |
| University of Alabama | President’s Cabinet | Current | Institutional advisory role |
| University of Alabama in Huntsville | President’s Cabinet | Current | Institutional advisory role |
| University of Alabama Law School Foundation | Board of Governors | Current | Governance of educational foundation |
| Economic Development Partnership of Alabama | Chairman (prior) | Prior | Regional economic development leadership |
| Business Council of Alabama | Chairman (prior) | Prior | State business policy leadership |
| Birmingham Business Alliance | Chairman (prior) | Prior | Regional business coalition leadership |
Board Governance
- Committees: Audit Committee (member) and NCG Committee (member) .
- Independence: Board affirmatively determined Crosswhite is independent (NYSE standards) .
- Board/Committee meetings: 2024 totals—Board 8, Audit 9, NCG 5; average director attendance ~96%, all incumbents ≥75% .
- Limits on other boards: Regions enforces overboarding limits; all nominees in compliance .
- Standing committees are 100% independent; robust Lead Independent Director oversight .
| Committee | Member/Chair | Designations |
|---|---|---|
| Audit | Member | Not designated as “financial expert” |
| NCG | Member | — |
Fixed Compensation
| Element | 2024 Program Amount | Crosswhite 2024 Cash Received |
|---|---|---|
| Annual cash retainer | $100,000 | $100,000 |
| Audit Committee member retainer | $15,000 | $15,000 |
| NCG Committee member retainer | $10,000 | $10,000 |
| Lead Independent Director retainer (if applicable) | $50,000 | — |
| Total cash | — | $125,000 |
Notes: Committee chair fees (if applicable): Audit $40,000; NCG $25,000; Risk $40,000; Technology $25,000; CHR $25,000; Special/Ad Hoc $10,000 .
Performance Compensation
| Equity Component | Grant Value/Units | Grant Date | Vesting/Performance Linkage |
|---|---|---|---|
| Annual RSU retainer | $130,000 (program) | Three business days post annual meeting (2024 grant executed April 22, 2024) | Vests in one tranche at next annual meeting; time-based (no performance metrics) |
| Stock awards (reported 2024) | $129,983 | April 22, 2024 | RSUs vest at 2025 Annual Meeting; per-share grant date FV $19.18 |
| Deferral | Optional deferral of cash and RSUs under Directors’ Deferred Investment and RSU Plans; dividend equivalents credited on deferred RSUs |
Plan cap: Aggregate director cash+stock awards limited to $750,000 per director per calendar year under the 2025 LTIP .
Other Directorships & Interlocks
| Company | Board/Role | Committee Roles |
|---|---|---|
| Other public company boards | None disclosed for Crosswhite | — |
Expertise & Qualifications
- Corporate governance; regulatory compliance; strategic planning; customer/community engagement; human capital management—identified top skills in Regions’ matrix .
- Energy sector leadership in highly regulated environments .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Feb 20, 2024 Record Date) | 6,344 (includes 480 shares held jointly with spouse) |
| Shares acquirable within 60 days (Record Date) | 0 |
| Outstanding RSUs (Dec 31, 2024) | 14,566 (incl. dividend equivalents) |
| Ownership as % of outstanding | Less than 1% (“*”) |
| Director stock ownership guideline | Minimum 5x cash retainer; must retain 50% of after-tax net shares until met |
| Compliance status (as of 2024 Record Date) | Owned ~75% of guideline requirement (joined board in 2022; still within 5-year window) |
| Anti-hedging/anti-pledging policy | Prohibits hedging and pledging by directors/executives |
Governance Assessment
- Board effectiveness: Crosswhite’s regulated-industry CEO background supports Audit and NCG oversight; committees are fully independent and meet regularly; Board maintains robust evaluation and engagement processes .
- Alignment: Mix of cash ($125k) and equity ($129,983) builds skin-in-the-game; RSU program vests annually and can be deferred, with dividend equivalents accruing—promotes long-term alignment but lacks performance metrics typical of director plans .
- Ownership progress: At ~75% of the 5x retainer guideline in 2024 and within the 5-year compliance window—trend toward full compliance; outstanding RSUs further increase exposure .
- Conflicts/related-party exposure: Board determined Crosswhite is independent; one ordinary-course employment relationship exists for an immediate family member (compensation below related-person thresholds), which the Board deemed not material to independence—monitor but not a red flag .
- Risk indicators: No pledging/hedging permitted; strong committee independence; no other public company directorships that could pose interlocks at competitors/customers; director attendance across the board was high in 2024 (~96% average; all incumbents ≥75%) .