| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 22, 2021, the Board of Directors (the “Board”) of Regions Financial Corporation (“Regions” or the “Company”) appointed Joia M. Johnson to the Board, such appointment to be effective on July 20, 2021. Ms. Johnson was also appointed to serve as a member of the Board of Directors of the Company’s wholly owned subsidiary, Regions Bank (together with the Board, the “Boards”), also effective on July 20, 2021. The appointment of Ms. Johnson increases the size of the Boards to thirteen (13) members. Ms. Johnson will serve on the Nominating and Corporate Governance Committee and the Risk Committee of the Boards.
The Boards affirmatively determined that Ms. Johnson is independent under New York Stock Exchange listing standards and the Company’s Corporate Governance Principles. There are no arrangements or understandings with other persons pursuant to which Ms. Johnson was appointed to the positions described above. Additionally, there are no related person transactions involving Ms. Johnson that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
Ms. Johnson, 61, recently retired as Chief Administrative Officer, General Counsel, and Corporate Secretary for Hanesbrands Inc. (“Hanesbrands”), positions that she held since 2016. She joined Hanesbrands in 2007 as Chief Legal Officer, General Counsel, and Corporate Secretary. Ms. Johnson’s leadership position with Hanesbrands included serving as executive leader for the Hanesbrands Board of Directors’ Compensation Committee and Governance and Nominating Committee. She also oversaw legal, corporate social responsibility, human resources, real estate, and government/trade relations functions for the company. Prior to joining Hanesbrands in 2007, Ms. Johnson served as Executive Vice President, General Counsel, and Corporate Secretary of RARE Hospitality International, Inc. Ms. Johnson currently serves on the Board of Directors of Global Payments Inc.
Ms. Johnson is a graduate of Duke University. She also earned a Master of Business Administration from the Wharton School of Business at the University of Pennsylvania and a law degree from the University of Pennsylvania School of Law.
Ms. Johnson will receive customary fees and equity awards from the Company for serving as a Director in accordance with Regions’ Director Compensation Program, as described in the Company’s 2021 proxy statement filed with the Securities and Exchange Commission on March 5, 2021. Under the Director Compensation Program, the Boards approved a grant to Ms. Johnson of restricted stock units under the Regions 2015 Long Term Incentive Plan, to be made as of July 20, 2021, with a grant date value equal to $97,500, which is the prorated amount of the annual equity retainer paid uniformly to all non-employee Directors. The restricted stock units are subject to a continued service requirement and become vested on the date of the 2022 Annual Meeting of Shareholders, or earlier in the case of death or disability or upon termination without cause following a change in control of Regions.
On June 22, 2021, the Company issued a press release announcing the appointment of Ms. Johnson to the Boards. The press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) �� Exhibits.
