Timothy Vines
REGIONS FINANCIALAbout Timothy Vines
Independent director of Regions Financial Corporation since 2018; age 59. President and CEO of Blue Cross and Blue Shield of Alabama (BCBSAL) since April 2018; previously President & COO (Nov 2017–Mar 2018), EVP (Mar–Nov 2017), and Chief Administrative Officer (Aug 2012–Mar 2017). Serves on RF’s Audit Committee (designated Audit Committee Financial Expert) and Compensation & Human Resources (CHR) Committee; holds a Bachelor’s in Finance from Auburn University. Top skills cited: Audit/Accounting/Finance, Executive Compensation, Human Capital Management, Strategic Planning, Customer/Community engagement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Cross and Blue Shield of Alabama | President & CEO | Apr 2018–present | Runs largest health benefits provider in Alabama; extensive experience leading in a highly regulated industry |
| Blue Cross and Blue Shield of Alabama | President & COO | Nov 2017–Mar 2018 | Senior operational leadership |
| Blue Cross and Blue Shield of Alabama | Executive Vice President | Mar–Nov 2017 | Senior leadership |
| Blue Cross and Blue Shield of Alabama | Chief Administrative Officer | Aug 2012–Mar 2017 | Oversight of corporate administration |
| Banking industry | Early career | >5 years after college | Banking experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Cross and Blue Shield Association | Director; Chair | Chair: Nov 2021–Nov 2023; Director: current | Association-level governance; chaired national board |
| Prime Therapeutics LLC | Vice Chair of Board; Chair, Strategy & Risk; member, Governance & Nominating; Finance, Compliance & Audit | Current | Multi-committee leadership at PBM jointly owned by BCBS plans including BCBSAL |
| Samford University | Honorary Trustee; prior Board Chair | Current; prior Chair (date not specified) | Higher ed governance |
| Birmingham Business Alliance; Leadership Birmingham; Economic Development Partnership of Alabama; Prosper; Business Council of Alabama; Mercy Deliverance Ministries | Board member | Current | Community leadership and engagement |
Board Governance
- Independence: Affirmed independent (2025 review); only the CEO is non-independent. Vines meets NYSE and SEC independence standards and heightened requirements for Audit Committee; designated “Audit Committee Financial Expert.”
- Committee assignments: Member, Audit Committee and CHR Committee; financial expert designation on Audit. Not a chair.
- Attendance: All incumbent directors attended ≥75% of Board and committee meetings; average attendance ~96% in 2024. Annual meeting attendance was universal except Director Suquet (Vines not noted as absent).
- Meetings cadence: 2024 meetings—Board (8), Audit (9), CHR (6), NCG (5), Risk (4), Technology (5); two joint sessions (Audit/Risk; CHR/Risk).
- Executive sessions: Independent directors meet in executive session at each regular meeting; committee executive sessions typically held as well.
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 9 |
| Compensation & Human Resources (CHR) | Member | 6 |
Fixed Compensation
| Compensation Element (Program) | 2024 Program Amount |
|---|---|
| Annual Cash Retainer | $100,000 |
| Annual Equity Retainer (RSUs) | $130,000; granted 3 business days post annual meeting; vest at next annual meeting |
| Audit Committee member retainer (non-chair) | $15,000 |
| CHR/NCG/Risk/Technology member retainer (non-chair) | $10,000 |
| Committee Chair retainers | $25,000 (CHR, NCG, Technology); $40,000 (Audit, Risk) |
| Lead Independent Director retainer | $50,000 |
| Timothy Vines 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 125,000 |
| Stock Awards (grant date fair value) | 129,983 |
| All Other Compensation | — |
| Total | 254,983 |
Notes:
- 2024 RSU grant date fair value per share: $19.18; grants vest in one lump at the 2025 Annual Meeting.
- The CHR Committee reviewed director pay in April 2024 and recommended no changes; program deemed competitive and aligned.
Performance Compensation
| Item | Detail |
|---|---|
| RSU Grant (2024 cycle) | $129,983 grant-date fair value; priced at $19.18/share; scheduled to vest at 2025 Annual Meeting |
| Performance conditions | None disclosed for director RSUs; time-based vesting |
| Options | RF has not granted options since 2011; no director stock options outstanding as of Dec 31, 2024 |
| Deferral | Directors may defer RSUs; dividend equivalents credited as additional RSUs; payout in shares per elected schedule, accelerated on death or change in control |
Other Directorships & Interlocks
| Company | Type | Relationship/Role | Interlock/Transaction |
|---|---|---|---|
| BCBSAL (Blue Cross and Blue Shield of Alabama) | Customer/vendor | Vines is President & CEO | Regions paid BCBSAL ~$10.1 million in third‑party administrative fees in 2024; BCBSAL has normal and customary banking relationships with Regions. Board reviewed and deemed immaterial to independence. |
| Blue Cross and Blue Shield Association | Association | Director; Chair Nov 2021–Nov 2023 | National association governance; no RF transaction noted |
| Prime Therapeutics LLC | Private PBM | Vice Chair; multi-committee member and Chair | Jointly owned by BCBS plans including BCBSAL; no direct RF transaction disclosed |
| Other public company boards | — | None listed for Vines | Table of director nominees shows no other public company boards for Vines |
Expertise & Qualifications
- Audit/Accounting/Finance and Capital Planning; Executive Compensation and Benefits; Human Capital Management; Strategic Planning; Customer/Community engagement.
- Extensive leadership in regulated industries (health insurance).
- Audit Committee Financial Expert designation and banking/financial management expertise per NYSE and FDICIA standards.
- Education: Bachelor’s degree (Finance), Auburn University.
Equity Ownership
| Metric | Amount |
|---|---|
| Shares of Common Stock | 5,590 |
| Shares acquirable within 60 days (RSUs vesting April 16, 2025, if not deferred) | 9,441 |
| Total beneficial ownership | 15,031 |
| Percent of class | <1% |
| Outstanding RSUs (incl. dividend equivalents) at 12/31/2024 | 51,831 |
| Director stock ownership guideline | 5x annual cash retainer; retain 50% of net shares until met |
| Compliance status | All directors except Jenkins and Rand meet guidelines; Vines meets guideline |
Insider Trades and Ownership Updates (Form 4)
| Filing Date | Transaction Date | Type | Security | Qty/RSUs | Post-Transaction Position | Source |
|---|---|---|---|---|---|---|
| 2025-10-17 | 2025-10-15 | A (Award) | Phantom Stock | 1,263.1366 | 51,179.8851 | https://www.sec.gov/Archives/edgar/data/1281761/000122520825008653/0001225208-25-008653-index.htm |
| 2025-07-17 | 2025-07-15 | A (Award) | Phantom Stock | 1,300.4578 | 49,417.1097 | https://www.sec.gov/Archives/edgar/data/1281761/000122520825006727/0001225208-25-006727-index.htm |
Notes:
- Records reflect periodic accruals in director deferred plans (phantom stock). No open-market purchases/sales are shown in these 2025 filings. Full dataset retrieved via insider-trades skill (17 records for 2023–2025). [Read: insider-trades skill; SEC URLs above]
Compensation Committee Analysis
- CHR Committee composition: Chair Joia M. Johnson; members J. Thomas Hill, Ruth Ann Marshall, William C. Rhodes III, Timothy Vines. Six meetings in 2024 plus one joint with Risk.
- Consultant: Frederic W. Cook & Co., Inc. (independent).
- Interlocks: None disclosed; no member was an officer/employee of RF; no related person transactions requiring disclosure for CHR members in 2024.
- CHR oversight includes executive compensation design, stock ownership guidelines, clawback policies, and culture/talent oversight.
Governance Assessment
-
Strengths
- Independence affirmed; Audit Committee Financial Expert; robust committee engagement (Audit and CHR).
- Strong attendance culture (≥75% for all; ~96% average); independent director executive sessions each meeting.
- Ownership alignment: meets 5x cash retainer guideline; substantial RSU holdings; anti-hedging and anti‑pledging policies in place.
- Director pay structure is balanced (cash + equity), transparent, and unchanged following 2024 review.
- Say‑on‑pay support signals positive shareholder sentiment (95.3% approval in 2024).
-
Watch items / potential conflicts
- BCBSAL relationship: Regions paid ~$10.1 million in third‑party administrative fees to BCBSAL in 2024; BCBSAL also has normal banking relationships with Regions. Board reviewed and deemed immaterial to independence, but ongoing monitoring appropriate given Vines’ CEO role.
- No individual attendance disclosure by director; reliance on aggregate metrics (no red flag indicated).
-
Red flags highlighted
- None evident for Vines: no late Section 16 filings (only Suquet noted as late); no options repricing; anti‑hedging/pledging policies in place; robust ownership guideline compliance.