William C. Rhodes, III
REGIONS FINANCIALAbout William C. Rhodes, III
Independent director since 2024 (age 59), Rhodes brings ~30 years of public-company leadership from AutoZone, where he served as President & CEO (2005–Jan 2024), Chairman (since 2007), and currently Executive Chairman, Customer Satisfaction. He is an Audit Committee Financial Expert and serves on the Audit Committee and Compensation & Human Resources (CHR) Committee. Education: BBA/Accounting (UT Martin) and MBA (University of Memphis) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AutoZone, Inc. | Executive Chairman, Customer Satisfaction | Jan 2024–Present | Oversight of customer experience and strategic initiatives |
| AutoZone, Inc. | Chairman; President & CEO; Director | Chairman since 2007; CEO 2005–Jan 2024; Director since 2005 | Led long-term growth; deep finance/operations background |
| AutoZone, Inc. | EVP (Store Operations & Commercial); SVP Supply Chain & IT; Divisional VP Stores; SVP Finance | Various prior roles (pre‑2005) | Built supply chain and operational rigor |
| Ernst & Young | Various roles | 1988–1994 | Early career in audit/accounting |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| AutoZone, Inc. | Executive Chairman (current) | Public company | Current public-company role |
| Dollar General | Director (former, within last five years) | Public company | Former public directorship |
| Coalition for Auto Repair Equality | Chairman | Industry association | Leadership role |
| Retail Industry Leaders Association | Board member | Industry association | Governance/industry input |
| Youth Programs, Inc. | Vice-President | Non-profit | Community focus |
| National Civil Rights Museum | Treasurer | Non-profit | Community impact |
| University of Tennessee | Board of Trustees | Academic | Public service |
Board Governance
- Independence: Affirmatively determined independent (2025 review); serves on Audit and CHR; designated Audit Committee Financial Expert .
- Committees and roles: Audit Committee (member, Financial Expert); CHR Committee (member). No chair roles .
- Attendance and engagement: In 2024, all incumbents attended ≥75% of their meetings; average director attendance ~96%. All directors except one attended the 2024 Annual Meeting (Rhodes joined March 1, 2024; the exception was Suquet) .
- Board workload and limits: Regions’ overboarding policy caps all directors at 4 public boards; executive officers at 2. Rhodes serves on Regions and AutoZone—within limits .
- Lead Independent Director structure: Board operates with combined Chair/CEO and a strong Lead Independent Director; standing committees are 100% independent .
Fixed Compensation (Director)
| Item | 2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 125,000 | Reflects annual cash retainer and committee member retainers given partial year service |
| Stock Awards ($ grant-date fair value) | 151,659 | Includes pro-rated onboarding RSUs (Mar 1, 2024 grant at $18.59) and annual RSUs (Apr 22, 2024 grant at $19.18) |
| All Other Compensation ($) | — | No other reported amounts |
| Total ($) | 276,659 | Sum of components above |
Compensation structure for independent directors (effective Apr 17, 2024): $100,000 cash retainer; $130,000 annual RSUs (time-based, vest at next AGM); Audit member $15,000; CHR/NCG/Risk/Tech member $10,000; Audit Chair $40,000; CHR Chair $25,000; NCG Chair $25,000; Risk Chair $40,000; Tech Chair $25,000; Lead Independent Director $50,000. Deferral available via director plans .
Performance Compensation
- Not applicable. Independent directors receive time-based RSUs; no performance-based metrics or targets apply to director equity .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlock/Transactions with Regions |
|---|---|---|---|
| AutoZone, Inc. | Executive Chairman; Director | Not disclosed in RF proxy | AutoZone conducts normal and customary banking business with Regions on arm’s-length terms; Board deemed immaterial for independence . |
| Dollar General | Former Director (within past 5 years) | Not disclosed | None noted |
Potential conflict assessment: AutoZone banking relationship is disclosed as ordinary-course/arm’s-length; Board concluded it does not impair independence .
Expertise & Qualifications
- Audit/Accounting/Finance and Capital Planning; Corporate Governance; Customer Focus & Community Engagement; Executive Compensation & Benefits; Strategic Planning. Designated Audit Committee Financial Expert .
- Retail operating leadership and supply chain/IT experience; former EY background adds financial reporting rigor .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficially Owned Shares (#) | 58,746 | Includes 50,000 in a trust; 368 in spouse‑trust; 92 in children’s trust; <1% of outstanding . |
| Shares Acquirable Within 60 Days (#) | 7,008 | RSUs scheduled to settle around AGM if not deferred . |
| Outstanding RSUs at 12/31/2024 (#) | 6,933 | Includes credited dividend equivalents . |
| Hedging/Pledging | Prohibited | Company policy prohibits hedging/pledging; no director pledges . |
| Ownership Guidelines | 5× annual cash retainer | All directors except Jenkins and Rand meet guidelines; Rhodes meets guideline . |
Director Compensation Details (Structure and 2024 Grant Mechanics)
- Annual RSUs vest at next AGM; dividend equivalents accrue as RSUs if deferred; directors may defer cash and RSUs under director deferral plans .
- 2024 grants: Annual RSU grant fair value $19.18 per share on April 22, 2024; onboarding RSU on March 1, 2024 at $18.59; Rhodes’ total stock awards reported at $151,659 for 2024 .
Governance Assessment
-
Positives
- Strong independence and expertise: Audit Committee Financial Expert; service on Audit and CHR strengthens financial oversight and pay governance .
- Ownership alignment: Meets robust 5× retainer guideline; meaningful personal holdings; anti-hedging/anti‑pledging policy enforced .
- Engagement and attendance: Board average ~96% attendance; directors expected to attend all meetings; Rhodes attended 2024 AGM (all directors except Suquet) .
- Balanced director pay: Mix of cash retainer plus time-based RSUs aligns with long-term focus; simple, transparent program .
-
Risk indicators / Watch items
- Related-party exposure: AutoZone banking relationship with Regions disclosed as ordinary-course; continue monitoring for changes in scope/materiality (currently not material to independence) .
- Workload: As an executive chair at AutoZone plus Regions board, he remains within Regions’ overboarding limits (2-board cap for executive officers), but time demands should be monitored during peak periods .
-
Broader governance signals
- 2024 Say‑on‑Pay support at 95.3% indicates positive shareholder sentiment toward compensation governance .
- 100% independent standing committees; robust clawback policies and anti‑hedging/pledging provide investor‑friendly safeguards .
Appendix: Committee Assignments Snapshot
| Committee | Role | Notes |
|---|---|---|
| Audit Committee | Member (Financial Expert) | Financial reporting/internal controls oversight; 9 meetings in 2024 plus joint session with Risk . |
| CHR Committee | Member | Executive pay, HCM oversight; 6 meetings in 2024 plus joint session with Risk . |
Meeting totals for context (Board/Committee, 2024): Board 8; Audit 9; CHR 6; NCG 5; Risk 4; Technology 5; plus joint Audit–Risk and CHR–Risk meetings .