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Board of Directors

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Ethics and Governance

Board of Directors

Our Board and senior management are committed to best-in-class corporate governance. Our Board guides our strategy and direction, and is comprised of four committees: Audit, Investment, Compensation and Nominating & Governance. This ensures structured oversight of our corporate strategy, capital allocation, risk management and corporate responsibility.

In 2020, our Board had eleven members, three of which were women and nine of which were independent. The Audit, Compensation and Nominating & Governance committees are all entirely comprised of independent members. The quality, dedication, and chemistry of our Board are crucial to our success. To ensure we have strong governance into the future we conduct regular Board succession and refreshment planning. We recognize the value of diverse thought and experience, as well as inclusion of different cultural and racial perspectives.

Our Board is committed to a robust Corporate Responsibility Program and has delegated its oversight to the Nominating & Governance Committee. This ensures that our Corporate Responsibility strategy and objectives are embedded in all that we do. From a management perspective, our Corporate Responsibility Committee is comprised of senior leaders from all areas of the business and reports regularly to the Operating Committee (which is comprised of the top eight executives at Regency) and the Board’s Nominating & Governance Committee. In addition, our Board’s Compensation Committee has implemented an ESG compensation metric for Named Executive Officers' annual incentive program.  Maintain a Board of Directors with at least 25% of members female or from underrepresented minorities  Implement a plan to increase the number of members from underrepresented minorities as part of the Board’s regular succession planning  Maintain 75% or greater attendance by members of the Board of Directors at all Board and Committee meetings

Board Succession Planning, Refreshment and Diversity

The mix of skills, experience, tenures and competencies, as well as the continuity of our Board is integral to the success of our Company. To ensure that this mix is maintained and enhanced, our Board established a succession plan in 2014. This plan has been revisited and revised by the Board in 2017 and again in 2020.

Accomplishments of the Board’s succession planning process from 2015 to 2020 include:

Increased gender diversity, with three women currently on the Board. One serves as CEO and another as Chair of the Board’s Compensation Committee.

Reduced average Board tenure

from 14 years in 2015 to 9 years at the end of 2020. In 2020, over half of our directors (6 of 11) had fewer than 5 years of tenure.

Reduced average age

of directors to 62 years.

Separated the roles of Chairman and CEO in 2020.

Added new experience

to the Board, including expertise in retail, human capital and technology/cyber risk.

During 2020, our Nominating and Governance Committee and full Board conducted a formal search for qualified underrepresented minority candidates to join our Board. We are pleased that this search was successful and in May 2021, Jim Simmons was appointed to our Board. Jim’s appointment further enhances our Board’s diversity, brings new perspectives and experience and demonstrates our Board’s efforts to continually refresh itself.