Zhanna Golodryga
REGIONS FINANCIALAbout Zhanna Golodryga
Independent director at Regions Financial (RF) since 2019; age 69. She is Executive Vice President, Emerging Energy & Sustainability at Phillips 66 (retiring effective May 1, 2025), with 30+ years in energy and information technology. Education: Master’s (Mechanical Engineering), Kiev Engineering and Construction Institute. RF committee roles: Technology Committee Chair, Risk Committee member, and member of the Board’s Executive Committee. Core credentials span technology/digital transformation, cybersecurity, risk management, and strategic planning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phillips 66 | EVP, Emerging Energy & Sustainability; prior SVP, Chief Digital & Administrative Officer | Joined Apr 2017; retiring May 1, 2025 | Drove digital/technology strategy; sustainability leadership |
| Hess Corporation | CIO & SVP, Services | Began 2012 | Led global supply chain, transformation, and cybersecurity across the business |
| BHP Billiton Petroleum | Chief Information Officer | Not disclosed | Enterprise IT leadership |
| TeleCheck International | VP of Information Technology | Not disclosed | IT leadership |
| Baker Hughes; Marathon Oil; 3D/International | Various IT/Systems roles | Not disclosed | Early career systems and IT roles |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| AGCO Corporation | Director (effective) | Effective Apr 1, 2025 | Committee details not disclosed |
| Novonix Ltd. | Former Director | Past 5 years | Former public directorship |
| Memorial Hermann Foundation | Director | Current | Non-profit board service |
Board Governance
- Committee assignments: Technology Committee (Chair); Risk Committee (member); Executive Committee (member) .
- Independence: Board affirmed independence of all non-management directors including Golodryga in Feb 2025 (93% of Board independent) .
- Attendance: All incumbent directors then in office attended ≥75% of meetings; average director attendance ~96% in 2024 .
- Board engagement: As Technology Chair, she oversaw transformation and modernization initiatives, tech investment approvals, and coordinated with the Risk Committee on cybersecurity/data privacy oversight in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Standard for independent directors |
| Committee Chair Retainer (Technology) | $25,000 | Technology Committee Chair |
| Committee Member Retainer (Risk) | $10,000 | For CHR/NCG/Risk/Technology membership (excl. chairs) |
| 2024 Fees Earned (Cash) | $145,000 | Actual cash received in 2024 |
Program governance: CHR Committee reviewed director pay in Apr 2024 and made no changes; structure aims for fairness, alignment, and simplicity .
Performance Compensation
| Item | Detail | Notes |
|---|---|---|
| Annual Equity Retainer | $130,000 in RSUs | Granted 3 business days post‑annual meeting; vests at next annual meeting |
| 2024 Stock Award (Grant-date fair value) | $129,983 | Granted Apr 22, 2024; fair value per share $19.18; vests at 2025 annual meeting |
| Outstanding RSUs (12/31/2024) | 14,566 units | Includes dividend-equivalent RSUs; no options outstanding |
Performance metrics: Non-management director equity is time-based (no performance metrics); RSUs may be deferred under Directors’ Deferred RSU Plan; dividend equivalents accrue as additional RSUs; accelerated upon death or change in control per plan terms .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Notes |
|---|---|---|
| AGCO Corporation | None disclosed with other RF directors | New appointment effective Apr 1, 2025 |
| Related person transactions | None requiring disclosure | Board reported no related person transactions under policy for FY2024 |
RF’s “Transactions with Directors” disclosure indicates certain ordinary-course relationships at arm’s‑length were assessed and deemed not material for independence; Golodryga’s entry shows an ordinary‑course customer relationship, with no loans, charitable contributions, other relationships, or family relationships listed; independence maintained .
Expertise & Qualifications
- Business operations and technology innovation/AI; information/cybersecurity; human capital management; risk management; strategic planning .
- Energy industry and IT leadership across multiple global operators, including enterprise digital transformation in regulated environments .
Equity Ownership
| Holder | Common Shares Owned | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Zhanna Golodryga | 35,525 | 0 | 35,525 | <1% |
Additional alignment:
- Outstanding RSUs: 14,566 as of Dec 31, 2024 .
- Director stock ownership guideline: 5x annual cash retainer; as of record date, all directors met the guideline except Jenkins and Rand (Golodryga meets guideline) .
- Anti-hedging/anti-pledging: Directors prohibited from hedging, pledging, margining; no director has pledged shares; compliance affirmed .
Governance Assessment
- Strengths: Independent director with deep technology and cyber expertise aligned to RF’s transformation agenda; active engagement as Technology Chair; strong Board independence; robust anti-hedging/pledging; no related-party transactions; high overall Board attendance; director pay structure stable and largely equity-based, reinforcing alignment .
- Potential risk watch‑items: Concurrent service at Phillips 66 until May 1, 2025 (transition) and new external board (AGCO) starting Apr 1, 2025; however, RF overboarding policy allows up to 4 boards and NCG monitors service—Board concluded independence is not impaired .
- Conflicts/related party exposure: Only ordinary-course, arm’s-length customer relationships reported; Board determined non‑material for independence .
Director Compensation (2024 actuals)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $145,000 |
| Stock Awards ($) | $129,983 (RSUs; $19.18/share grant-date value; vests at 2025 annual meeting) |
| All Other Compensation ($) | — |
| Total ($) | $274,983 |
Policy & Program References
- Director Compensation Program (cash/equity retainers; chair and committee fees; deferral options) .
- Stock Ownership Guidelines and holding-period rules; compliance status .
- Insider Trading Policy; anti-hedging/anti-pledging; no pledges by directors .
- Independence determinations; committee independence at 100% .
- Meetings and attendance metrics .