Regions Financial Corporation Director Compensation Program Effective April 20, 2022

Summary

This document outlines the compensation program for directors of Regions Financial Corporation, effective April 20, 2022. Directors receive an annual cash retainer of $100,000 and an annual equity retainer of $130,000 in restricted stock units, which vest at the next annual shareholder meeting. Additional annual retainers are provided for specific roles, such as the Independent Non-Executive Chair, Lead Independent Director, committee members, and committee chairs. Directors may choose to defer their cash or equity compensation under the company's deferred compensation plans.

EX-10.1 2 rf-20220331xex101.htm EX-10.1 Document

EXHIBIT 10.1

REGIONS FINANCIAL CORPORATION

DIRECTOR COMPENSATION PROGRAM

EFFECTIVE APRIL 20, 2022


Compensation Element1			Amount
Annual Cash Retainer			$100,000
Annual Equity Retainer			$130,000 in restricted stock units granted three business days following the annual shareholder meeting, the number determined by dividing the dollar value by the closing price of Regions stock on the grant date and rounding down to the nearest whole share, and becoming vested at the next annual shareholder meeting
Additional Annual Retainer for Independent Non-Executive Chair of the Board			$150,000, paid as follows: –$50,000 cash –$100,000 equity in restricted stock units granted three business days following the annual shareholder meeting and becoming vested at the next annual shareholder meeting
Additional Annual Retainer for Lead Independent Director			$50,000
Additional Annual Retainer for Committee Members of CHR, NCG, Risk, and Technology (exclusive of each Committee Chair; including Special Committees, as applicable)			$10,000
Additional Annual Retainer for Audit Committee Members (exclusive of the Audit Committee Chair)			$15,000
Additional Annual Retainer for Committee Chairs			$40,000 — Audit Committee $25,000 — CHR Committee $25,000 — NCG Committee $40,000 — Risk Committee $25,000 — Technology Committee2 $10,000 — Special Committees, as applicable

1 The cash retainers and the equity retainer may be deferred at the Director’s option in accordance with the Regions Financial Corporation Directors’ Deferred Investment Plan and the Regions Financial Corporation Directors’ Deferred Restricted Stock Unit Plan, respectively.

2 The Additional Annual Retainer for the Chair of the Technology Committee effective as of February 8, 2022, the date the Technology Committee was formed.