Russell K. Zusi
REGIONS FINANCIALAbout Russell K. Zusi
Russell K. Zusi, age 50, serves as Senior Executive Vice President and Chief Risk Officer (CRO) of Regions Financial Corporation, effective January 2, 2024. He oversees enterprise risk functions spanning financial risk, non‑financial/operational risk, compliance, and business unit risk across Corporate, Consumer, and Wealth Management, and is a member of the Executive Leadership Team . Prior to Regions, Zusi spent nearly 20 years at Bank of America in senior risk and finance roles, most recently co‑heading Global Compliance & Operational Risk and serving as Global Technology & Operations CRO; he previously held leadership roles across credit, liquidity, capital, interest rate risk, and served as CFO of the Retail business . He holds a B.S. in Operations Research & Industrial Engineering and an MBA from Cornell University . Context on company performance: FY 2024 revenue was $7.1B vs $7.6B in FY 2023; diluted EPS was $1.93 vs $2.11; net income to common was $1.8B vs $2.0B .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of America | Co-Head, Global Compliance & Operational Risk; Global Technology & Operations CRO | nearly 20 years | Led strategy, governance and execution of compliance/operational risk program; maintained regulator and board relationships; supported culture of prudent controls |
| Bank of America | CFO, Retail Business; leadership roles in Credit, Liquidity, Capital & IR risk | — | Financial leadership and balance sheet risk oversight across consumer franchise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LIFESPAN Services (NC) | Board member; head of Finance Committee | current | Governance and financial stewardship for nonprofit supporting people with disabilities |
Fixed Compensation
| Component | 2024 Detail | Notes |
|---|---|---|
| Base Salary ($) | 650,000 | Effective on hire |
| Target Bonus (%) | 115% of base | Annual incentive target |
| Actual Annual Cash Incentive ($) | 887,814 | Paid early 2025 for 2024 performance |
| Sign‑On Cash Bonus ($) | 1,550,000 | One‑time, paid at commencement; subject to two‑year repayment agreement |
| All Other Compensation ($) | 48,901 | Per Summary Compensation Table |
Performance Compensation
Annual Incentive (2024)
| Metric | Weighting | Target | Actual | Payout Impact | Notes |
|---|---|---|---|---|---|
| Corporate Performance | 70% | 100% of target | 113% of target | Increases overall payout | Subject to capital & liquidity thresholds |
| Individual Performance | 30% | Role‑specific goals | 110–140% range (NEO peers) | NEO‑specific | Zusi’s discrete rating not disclosed |
| Total Cash Incentive ($) | — | — | 887,814 | Paid | 2024 target incentive was $733,125 |
Long‑Term Incentives (2024 LTIP Grant on 4/1/2024)
| Component | Target Value ($) | Units Granted | Vesting / Performance | Key Performance Metrics |
|---|---|---|---|---|
| RSUs (annual) | 466,667 | 23,761 | Cliff vest 4/1/2027; subject to capital/liquidity thresholds (up to 40% forfeiture) | Retention; risk gating |
| PSUs (annual) | 466,667 | 23,761 (target) | 3‑yr performance period (2024–2026); 0–150% payout | Absolute & relative ROATCE and EPS Growth |
| PCUs (cash) | 466,666 | — | 3‑yr performance period (2024–2026) | Same metrics as PSUs |
| One‑time RSUs (hire grant) | 5,000,000 | 256,410 | Ratable vest on Jan 2 of 2025/2026/2027/2028; dividends paid in cash at vest | Retention replacement |
| One‑time RSUs (hire grant) | 500,000 | 24,319 | Cliff vest on 4/1/2028; dividend equivalents reinvested | Retention replacement |
Note: 2022–2024 PCUs for legacy NEOs paid at 143% of target; Zusi did not participate given 2024 hire .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 41,785 shares; <1% of outstanding |
| Options Outstanding | None (company ceased option grants in 2011; none held by officers) |
| Stock Ownership Guidelines | 3x base salary; required stock value $1,950,000; compliance at 357% of requirement |
| Hedging/Pledging | Prohibited; no shares pledged by Directors/executive officers |
Unvested Awards at 12/31/2024
| Award | Units Unvested | Market Value ($) |
|---|---|---|
| RSUs (1/2/2024 hire grant) | 256,410 | 6,030,763 |
| RSUs (4/1/2024 hire grant) | 24,880 | 585,178 |
| RSUs (4/1/2024 annual grant) | 24,309 | 571,748 |
| PSUs (4/1/2024 annual grant, target) | 24,309 | 571,748 |
Stock value uses $23.52 per share (12/31/2024 close) per proxy methodology .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Start | Effective January 1–2, 2024 |
| New Hire Conditions | One‑year non‑solicitation of associates, contractors, vendors |
| Severance (non‑CIC) | 18 months base salary; pro‑rated annual bonus based on three‑year average; lump‑sum; release required |
| Change‑in‑Control (CIC) | Double‑trigger; 2x multiple of (base + avg bonus over prior 3 years); pro‑rated bonus; 2 years of benefit continuation; lump‑sum; release required; no tax gross‑ups under Executive Severance Plan |
| Equity Treatment under CIC | LTIP awards accelerate upon qualifying termination within 24 months post‑CIC; PSUs earn ≥ of target vs actual to CIC date; time‑based vesting continues unless termination |
| Clawbacks | Mandatory Dodd‑Frank Rule 10D‑1 clawback (3‑year lookback for erroneously awarded incentive); supplemental misconduct/failure‑to‑supervise recoupment policy (cash and equity; 3‑year lookback) |
| CRO Pay Governance | CHR Committee coordinates with Risk Committee to ensure CRO compensation supports objective risk assessment |
Company Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Revenue ($B) | 7.6 | 7.1 |
| Net Interest Income ($B) | 5.3 | 4.8 |
| Non‑Interest Expense ($B) | 4.4 | 4.2 |
| Net Income to Common ($B) | 2.0 | 1.8 |
| Diluted EPS ($) | 2.11 | 1.93 |
| Efficiency Ratio (%) | 57.9% | 59.5% |
Additional governance sentiment: 2024 Say‑on‑Pay approval was 95.3% .
Investment Implications
- Alignment and retention: Zusi’s equity is heavily back‑weighted with multi‑year vesting—256,410 hire RSUs vesting ratably through Jan 2028 and 24,319 hire RSUs cliff vesting Apr 1, 2028, plus annual RSUs/PSUs vesting in 2027/2026. This structure promotes retention and introduces calendar‑based supply events that could contribute to selling pressure around vest dates .
- Risk‑sensitive incentives: Annual and long‑term awards incorporate explicit capital and liquidity thresholds and multi‑metric performance (ROATCE and EPS growth) to mitigate excessive risk‑taking in a banking context; corporate performance delivered 113% of target in 2024, supporting pay‑for‑performance credibility .
- Ownership discipline: Zusi exceeds rigorous stock ownership guidelines (357% of required amount) and is subject to anti‑hedging/anti‑pledging policies, reducing misalignment and collateral risk .
- Downside protections and CIC economics: Executive Severance Plan standardizes severance (18‑month base; double‑trigger CIC at 2x pay with benefits) without tax gross‑ups—balanced with robust clawbacks (restatements, misconduct, failure to supervise), which can recoup cash and equity incentives over three years .
- Execution risk: Macro and industry dynamics in FY 2024 weighed on revenue and EPS; LTIP performance outcomes for 2024–2026 remain open and will be key to assessing long‑term value creation in Zusi’s tenure .