Ronald G. Smith
REGIONS FINANCIALAbout Ronald G. Smith
Senior Executive Vice President and former Head of Corporate Banking Group at Regions Financial (RF). Executive officer since 2010; retired January 17, 2025, with Brian R. Willman appointed Head of Corporate Banking on October 21, 2024 . Age 63 as of February 23, 2024 . Company performance context under his tenure includes FY 2024 total revenue $7.1B vs. $7.6B in FY 2023; diluted EPS $1.93 vs. $2.11; adjusted efficiency ratio 59.5% vs. 57.9% in FY 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regions Financial Corporation | Head of Corporate Banking Group; Senior Executive Vice President | Executive officer since 2010; retired Jan 17, 2025 | Led Corporate Banking through rate/credit cycles; directed client coverage and risk management; successor named Oct 21, 2024 |
| Regions Bank (subsidiary) | Regional President, Mid‑America Region (prior role) | Not disclosed | Commercial leadership across markets prior to Corporate Banking role |
External Roles
- No public company board roles disclosed for Mr. Smith in RF filings .
Fixed Compensation
Summary Compensation Table values (SEC-reported; dollars):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 564,385 | 595,481 | 620,289 |
| Stock Awards ($) | 755,658 | 970,731 | 1,116,614 |
| Non‑Equity Incentive Plan Compensation ($) | 1,640,344 | 987,580 | 1,441,180 |
| All Other Compensation ($) | 508,129 | 119,585 | 79,083 |
| Total ($) | 3,468,516 | 2,712,011 | 3,257,166 |
Long‑term grant design (CHR Committee view) for FY 2024 (three equal parts): Stock awards $1,066,667; non‑equity LTI (cash) $533,334 . FY 2021 long‑term grant design for Mr. Smith: Stock awards $666,667; non‑equity LTI $333,333 .
Performance Compensation
Annual Cash Incentive Plan (Design)
| Component | Metric / Rule | Weighting | Notes |
|---|---|---|---|
| Corporate performance | Adjusted Net Income Available to Common Shareholders | 35% (of total) | Absolute goals; CECL normalization; safety & soundness overlay |
| Corporate performance | Adjusted Efficiency Ratio | 35% (of total) | Efficiency target; absolute basis |
| Modifier | Customer service | ±10% | Gallup-based relative modifier |
| Safety & soundness | Capital & liquidity thresholds | Up to −40% | Two −20% deductions if thresholds unmet |
| Individual performance | Strategic/operational objectives | 30% | Risk, customer, team, continuous improvement |
Annual Cash Incentive Outcomes (Mr. Smith)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Target Incentive ($) | 684,803 | 775,361 |
| Total Incentive Received ($) | 487,580 | 869,180 |
| Individual Performance Rating (%) | 130% (2023 comments: record Treasury Mgmt revenue; >3,000 weekly client touch points; LIBOR transition; credit risk within target) | 110% (2024 comments: succession/talent; cost discipline; risk focus) |
Long‑Term Incentive (PCU) Payouts
| Cycle | PCU Target ($) | Payout % of Target | Value Received ($) |
|---|---|---|---|
| 2021–2023 | 333,333 | 150% | 500,000 |
| 2022–2024 | 400,000 | 143% | 572,000 |
Performance frameworks included ROATCE (absolute/relative) and 3‑year EPS CAGR (absolute/relative), with non‑GAAP reconciliations and liquidity/capital standards met (no downward adjustments) .
Equity Ownership & Alignment
Stock Ownership Guidelines & Compliance
| Executive | Requirement | Approx. Value Required ($) | Holds Required Amount | % of Required Amount Owned |
|---|---|---|---|---|
| Ronald G. Smith | 3× base pay | 1,875,000 | Yes | 548% |
- RF prohibits hedging and pledging of Regions securities for directors/executives; ownership guideline retention applies until compliance (retain ≥50% of after‑tax vested shares) . Clawback policies cover both time‑ and performance‑based equity and cash incentives .
Beneficial Ownership (Record Date Feb 18, 2025)
| Shares of Common Stock (#) | Shares Acquirable Within 60 Days (#) | Total Beneficially Owned (#) | % of Class |
|---|---|---|---|
| 319,781 | 74,730 | 394,511 | <1% |
Outstanding Equity Awards at Dec 31, 2024 (Mr. Smith)
| Grant Date | RSUs Unvested (#) | Market Value ($) | PSUs/Equity Incentive Unearned (#) | Payout/Market Value ($) |
|---|---|---|---|---|
| 04/01/2022 | 17,598 | 413,905 | 25,165 | 591,881 |
| 04/03/2023 | 26,123 | 614,413 | 26,123 | 614,413 |
| 04/01/2024 | 27,781 | 653,409 | 27,781 | 653,409 |
- Vesting schedules: RSUs generally vest at the third anniversary of grant; PSUs are earned over the 3‑year performance period (2022–2024; 2023–2025; 2024–2026) with capital/liquidity prerequisites and payout range up to 150% (older cycles) .
- Options: No outstanding options for directors/executives at RF as of 2024/2025 record dates .
Deferred Compensation
| Plan & Year | Executive Contributions ($) | Company Contributions ($) | Aggregate Earnings/Losses ($) | Aggregate Balance ($) | Notes |
|---|---|---|---|---|---|
| Excess 401(k) Plan 2021 | 621,940 | 45,720 | 153,934 | 12,100,908 | SERP benefit frozen/transferred to Excess 401(k) (Nov 2021) |
| Excess 401(k) Plan 2022 | 758,985 | 468,430 | (171,707) | 13,153,955 | Continued participation |
Employment Terms
| Term | Details |
|---|---|
| Change‑in‑Control Agreement | Double‑trigger; severance multiple 2× base salary + average annual bonus (prior 3 years), 2 years benefit continuation; lump‑sum; pro‑rated annual bonus upon qualifying termination |
| Executive Severance Plan | If terminated without cause (outside CIC), 18 months base salary + pro‑rated bonus (prior 3‑years average); lump‑sum; release required; no 280G tax gross‑ups under plan |
| 280G Gross‑Up (grandfathered) | Mr. Smith’s CIC agreement (2007) provides excise tax gross‑up; reduced to “safe harbor” if within 110% threshold |
| Equity Acceleration | Death/disability/service‑based RSUs accelerate; performance awards generally continue to vest or target vest at death; double‑trigger acceleration post‑CIC |
| Clawbacks | Applies to cash incentives and time/performance‑based equity |
| Insider Trading/Hedging/Pledging | Hedging and pledging prohibited; margin purchases prohibited for directors/executives |
Investment Implications
- Alignment and retention: High ownership (548% of guideline) and multi‑year RSU/PSU overhang indicate continued alignment; retirement in Jan 2025 shifts performance/retention risk to successor; near‑term vesting events could create modest selling pressure (<1% of shares outstanding) .
- Pay-for-performance: Annual incentive plan structure (profitability/efficiency with safety & soundness) plus PCU outcomes (143–150% over 2022–2024/2021–2023) show linkage to capital‑adjusted returns and earnings CAGR; prudent modifiers mitigate risk .
- Governance red flags: Legacy 280G excise tax gross‑up remains shareholder‑unfriendly relative to current best practices; however, RF discloses robust clawbacks and strict anti‑hedging/pledging policies .
- Say‑on‑Pay support: Strong shareholder support (95.3% in 2024; 92.8% in 2023) reduces headline risk on compensation design .