Ruth Ann Marshall
REGIONS FINANCIALAbout Ruth Ann Marshall
Ruth Ann Marshall is Lead Independent Director of Regions Financial Corporation and has served as an independent Director since 2011. She is age 70, chairs the Nominating and Corporate Governance (NCG) Committee and the Executive Committee, and is a member of the Compensation and Human Resources (CHR) Committee . Her background includes senior leadership in payments (President, MasterCard North America 1999–2004; President of The Americas, MasterCard International 2004–2006), prior executive roles at MAC Regional Network and Buypass (later Senior EVP at Concord EFS after acquisition), and 18+ years in managerial/executive positions at IBM; she holds a bachelor’s in finance and an MBA from Southern Methodist University and has been recognized by WomenInc (2018) and Forbes (2004/2005) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MasterCard International, Inc. | President, The Americas | 2004–2006 (retired 2006) | Led regional growth across U.S., Canada, LatAm, Caribbean |
| MasterCard North America | President | 1999–2004 | Responsible for issuance and acceptance business build-out |
| Concord EFS (following MAC/Buypass acquisitions) | Senior Executive Vice President | 1990s (years not specified) | Oversaw marketing, account management, customer service, product development |
| MAC Regional Network; Buypass Corporation | Group Executive President | Prior to 1999 | Led electronic payment service businesses |
| IBM | Managerial and executive positions | 18+ years | Broad operational leadership |
External Roles
| Organization | Role(s) | Committees |
|---|---|---|
| ConAgra Brands, Inc. | Director | Executive Committee; Human Resources Committee (Chair); Nominating and Corporate Governance Committee |
| Global Payments Inc. | Director | Governance and Nominating Committee; Technology Committee |
Board Governance
- Lead Independent Director since April 2024; presides over executive sessions, reviews/approves agendas, monitors effective challenge of management, coordinates director development, liaises among independent directors, maintains close contact with committee chairs, and provides leadership in crises .
- Committee assignments: Chair, NCG Committee; Member, CHR Committee; Chair, Executive Committee; non-voting ex-officio participant on committees where not a member; all standing committee members are independent .
- Independence: Board affirmed Marshall is independent under NYSE standards (2025 annual review) .
- Attendance: All directors ≥75% of meetings; average attendance ~96% in 2024; Marshall attended a majority of all committee meetings in her ex-officio role and presided over independent director executive sessions .
- Board/committee meeting load (2024): Board 8; Audit 9; CHR 6; NCG 5; Risk 4; Technology 5; plus joint meetings (Audit/Risk 1; CHR/Risk 1) .
| Committee | Role | Notes |
|---|---|---|
| Nominating & Corporate Governance (NCG) | Chair | Led Board refreshment; 5 meetings in 2024 |
| Compensation & Human Resources (CHR) | Member | 6 meetings in 2024; no interlocks; independent consultant FW Cook |
| Executive Committee | Chair | Members include LID, all standing committee chairs, CEO; meets as-needed |
| Audit, Risk, Technology | Ex-officio (non-voting) participant where not a member; attended majority of meetings |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Cash Retainer | $100,000 | Independent directors; payable quarterly; deferral optional |
| Lead Independent Director Retainer | $50,000 | Additional annual retainer |
| Committee Chair Fees | $25,000 (CHR, NCG); $40,000 (Audit, Risk); $25,000 (Technology); $10,000 (Special/Ad Hoc) | Applies per chair role; prorated if partial term |
| Committee Member Fees | $10,000 (CHR, NCG, Risk, Technology) | Exclusive of chair retainer; Audit members $15,000 |
Actual 2024 director compensation for Marshall:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Ruth Ann Marshall | 182,500 | 129,983 | 5,000 (matching gifts) | 317,483 |
Performance Compensation
| Equity Award Term | Detail |
|---|---|
| Annual Equity Retainer | $130,000 in RSUs granted 3 business days post annual meeting; number based on closing price; vests at next annual meeting; deferral option available |
| 2024 Grant | RSU grant date April 22, 2024; grant date fair value $19.18/share; total value $129,983; scheduled to vest at 2025 Annual Meeting |
| Dividends on unvested awards | Prohibited under the 2025 LTIP; no dividends/dividend equivalents paid on unvested awards |
| Change in control | Double-trigger vesting (requires qualifying termination within 24 months post-CIC) |
| Clawbacks | Awards subject to compensation recoupment policies (Dodd-Frank 10D-1 restatement clawback and misconduct/failure-to-supervise policy) |
No performance metrics (e.g., EBITDA, TSR) apply to director RSU awards; vesting is time-based as per the Director Compensation Program .
Other Directorships & Interlocks
| Company | Role(s) | Committees |
|---|---|---|
| ConAgra Brands, Inc. | Director | Executive Committee; Human Resources Committee (Chair); Nominating and Corporate Governance Committee |
| Global Payments Inc. | Director | Governance and Nominating Committee; Technology Committee |
- Interlocks: Marshall and Regions director Joia M. Johnson both serve on Global Payments Inc.’s board, creating a potential information-flow interlock; the Board monitors outside service and confirmed all directors comply with service limits (including LID cap of 3 boards) .
Expertise & Qualifications
- Top skills: Banking and Financial Services; Corporate Governance; Customer Focus and Community Engagement; Executive Compensation and Benefits; Strategic Planning and Strategy Development .
- Education: Bachelor’s (Finance) and MBA, Southern Methodist University .
- Honors: WomenInc “Most Influential Corporate Directors” (2018); Forbes “World’s 100 Most Powerful Women” (2004, 2005) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Common Shares) | 113,970 | As of record date; no shares pledged |
| Shares Acquirable Within 60 Days | 0 | Director RSUs settle at annual meeting if not deferred |
| Outstanding RSUs (12/31/2024) | 51,831 | Includes dividend equivalents notionally credited |
| Ownership Guidelines | 5x annual cash retainer; retain 50% net shares until compliant | Board states all directors except Jenkins/Rand meet guidelines (Marshall meets) |
| Anti-Hedging/Anti-Pledging | Full compliance; hedging, short sales, margin, pledging prohibited | Policy reviewed annually by NCG |
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) filing compliance | No delinquent filings reported for Marshall; all directors timely except Suquet (late filings under broker-directed accounts) |
| Pledging/Hedging | None; prohibited and in full compliance for directors/executives |
Governance Assessment
- Strengths: Lead Independent Director with robust responsibilities enabling effective challenge and independent oversight ; committee leadership (NCG Chair, Executive Committee Chair; CHR member) ; strong attendance (>75% for all; ~96% average) and active engagement across committees ; clear independence determination under NYSE standards .
- Alignment: Material beneficial ownership and substantial outstanding RSUs; meets director stock ownership guidelines; anti-hedging/pledging prohibitions strengthen alignment .
- Compensation structure: Balanced cash/equity mix; RSUs time-based, no options since 2011; director compensation capped at $750,000 under LTIP; dividends not paid on unvested awards; robust clawbacks and double-trigger CIC terms .
- Potential watch items: Dual service interlock at Global Payments with another Regions director (Johnson) warrants ongoing monitoring for perceived conflicts, though Board reports no related person transactions and affirms independence .
- Shareholder signals: Strong say-on-pay support (95.3% in 2024) indicates positive sentiment toward compensation governance and oversight frameworks .
Overall: Marshall’s governance profile supports investor confidence through independent leadership, committee efficacy, high engagement, and ownership alignment; limited red flags with formal policies mitigating conflict risks .