DEF 14A of Zions Bancorporation, National Association /Ut/
Filed Mar 14, 2024 · FY20230000109380-24-000079
During the Meeting
| Compensation Practices | | | CEO Pay Ratio | 59:1 | | Clawback and Recoupment Policies | Yes, posted at www.zionsbancorporation.com | | Incentive Plans that Encourage Excessive Risk-Taking | No | | Employment Agreements for Executive Officers | No | | Repricing of Underwater Options | No | | Excessive Perks | No | | Pay-for-Performance | Yes | | Frequency of Say-on-Pay Advisory Vote | Annual | | Double-Trigger Change-in-Control Provisions | Yes |
PROXY STATEMENT
PROXY STATEMENT
PROXY STATEMENT
| Solicitation and Voting Information |
PROXY STATEMENT
Your proxy is solicited by the Board of Directors (referred to as the “Board”) of Zions Bancorporation, N.A. (referred to as “Zions,” “we,” “our,” “us,” or the “Bank”) for use at the Annual Meeting of our Shareholders to be held on Friday, April 26, 2024, at 1 p.m. Mountain Daylight Time via webcast at www.virtualshareholdermeeting.com/ZION2024, as described on page 1. In accordance with rules and regulations of the Securities and Exchange Commission, or SEC, we have elected to provide our shareholders with access to our proxy materials over the internet rather than in paper form. Accordingly, on or about March 15, 2024, we will send a Notice of Internet Availability of Proxy Materials rather than a printed copy of the materials to our shareholders of record as of Feb. 22, 2024, the record date for the annual meeting. If you validly submit a proxy solicited by the Board, the shares represented by the proxy will be voted on the proposals in the manner you specify. If no contrary direction is given, your proxy will be voted as follows: ➢ FOR the election of the 11 directors listed on page 5 to a one-year term of office (Proposal 1); ➢ FOR ratification of the appointment of our independent registered public accounting firm for 2024 (Proposal 2); ➢ FOR approval, on a nonbinding advisory basis, of the compensation paid to our named executive officers identified in this Proxy Statement with respect to the year ended Dec. 31, 2023 (Proposal 3); ➢ FOR approval of an Amendment to the Bank's 2022 Omnibus Incentive Plan (Proposal 4); and ➢ AGAINST a shareholder proposal regarding "Report on Risks of Politicized De-banking (Proposal 5)." If you submit your proxy but indicate that you want to ABSTAIN with respect to any proposal, your shares will be counted for purposes of whether a quorum exists. An abstention will have no effect on the outcome of any proposal. You may REVOKE your proxy at any time before it is voted at the annual meeting by giving written notice to our Corporate Secretary, or by submitting a later-dated proxy through the mail, internet, or telephone (in which case the later submitted proxy will be recorded and the earlier proxy revoked), or by voting via the internet during the annual meeting. The only shares that may be voted at the annual meeting are the 147,599,020 common shares outstanding at the close of business on the record date. Each share is entitled to one vote. Quorum. A quorum of our shares, which is a majority of the shares entitled to vote on the record date, must be present or represented by proxy before any action can be taken at the annual meeting. Further, in order for any shareholder proposal to be acted on at the meeting, the proposal will need to be validly presented at the annual meeting by a shareholder proponent. Voting standard. On all matters other than the election of directors, the action will be approved if the number of shares validly voted “for” the action exceeds the number of shares validly voted “against” the action. The same majority vote standard also applies in the uncontested election of directors. In all elections of directors, each shareholder entitled to vote shall have the right to vote, in person or by proxy, each share owned by him or her for as many persons as there are directorships to be voted on. Each nominee in an uncontested election will be elected as director for a full term if, and only if, the nominee receives the affirmative vote of the majority of the votes cast with respect to that nominee (meaning the number of shares validly voted “for” the nominee exceeds the number of shares voted “against” that nominee). If a nominee fails to receive such a majority of votes, he or she will be required by our corporate governance guidelines to promptly tender his or her resignation following certification of the vote. The Board, through a process managed by the Nominating and Corporate Governance Committee, will decide whether to accept the resignation. The Board must take action within 90 days following certification of the vote, unless the action would cause the Bank to fail to comply with any listing or legal requirement, in which event the Board will take action as promptly as is practicable while continuing to meet such requirements. The Board must publicly disclose whether they accepted or rejected the nominee's resignation and the reasons for the decision. At a contested election, the directors will be elected by a plurality of the votes cast (meaning the nominees with the greatest number of shares voted “for” shall be elected without regard to votes cast “against” any nominee). Voting by your broker. Please note that under the New York Stock Exchange, or NYSE, rules governing broker-dealers, brokers who have not received voting instructions from their customers 10 days prior to the annual meeting date may vote their customers’ shares in the brokers’ discretion on the proposal regarding the ratification of the appointment of our independent registered public accounting firm (Proposal 2) because this is considered “discretionary” under NYSE rules. If your broker is an affiliate of the Bank, NYSE policy states that, in the absence of your specific voting instructions, your shares may be voted only in the same proportion as all other shares are voted with respect to each discretionary item. Under the NYSE rules, each other proposal is a “nondiscretionary” item, which means that member brokers who have not received instructions from the beneficial owners of the Bank’s common stock do not have discretion to vote the shares of our common stock held by those beneficial owners on those proposals. This means that brokers may not vote your shares in the election of directors (Proposal 1) or on Proposals 3, 4 or 5 unless you provide specific instructions on how to vote. Broker non-votes will have no effect on the outcome of these proposals. We encourage you to provide instructions to your broker regarding the voting of your shares. We will bear the cost of soliciting proxies. We will reimburse brokers and others who incur costs to send proxy materials to beneficial owners of shares held in a broker or nominee name. Our directors, officers, and employees may solicit proxies in person, by mail, or by telephone, but they will receive no extra compensation for doing so.
PROXY STATEMENT
| AVAILABILITY OF PROXY MATERIALS |
PROXY STATEMENT
The Notice of Annual Meeting and Proxy Statement and Annual Report on Form 10-K for the year ended Dec. 31, 2023, are available at www.zionsbancorporation.com. The Bank will provide without charge to each shareholder, on written request, a copy of the Bank's Annual Report on Form 10-K for its fiscal year ended Dec. 31, 2023, including the financial statements and schedules thereto, as filed with the SEC. Written requests for such information should be directed to the Corporate Secretary, Zions Bancorporation, One South Main Street, 11th Floor, Salt Lake City, Utah 84133-1109.
PROXY STATEMENT
| “HOUSEHOLDING” OF PROXY MATERIALS |
PROXY STATEMENT
SEC rules permit companies and intermediaries such as brokers to satisfy the delivery requirements for proxy statements or Notices of Internet Availability of Proxy Materials with respect to two or more shareholders sharing the same address by delivering a single proxy statement or Notice of Internet Availability of Proxy Materials, or Notice, addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. We will household the Notice for addresses with multiple shareholders unless we receive contrary instructions from the affected shareholders. If you are an affected shareholder and no longer wish to participate in householding, or if you are receiving multiple copies of the Notice and wish to receive only one, please notify your broker if your shares are held in a brokerage account, or the Bank if you hold registered shares. Such a notification to the Bank may be made by written request sent to Zions Bank, Corporate Trust Department, P.O. Box 30880, Salt Lake City, Utah 84130 or by calling 888-416-5176. Additionally, we will deliver promptly to any affected shareholder, upon his or her written or oral request made to the address or phone number in the preceding sentence, an additional copy of the Notice.
PROXY STATEMENT
| Proposal 1: Nomination and Election of Directors |
PROXY STATEMENT
The 11 persons listed below are nominated for election as directors for a one-year term. The names, ages, and biographical information for each nominee to our Board immediately follow this proposal. If and when elected, the nominees will constitute our entire elected Board until their successors are elected and qualified. See page 17 of this Proxy Statement for a listing of the Board committee membership of each nominee.
PROXY STATEMENT
| The Board of Directors unanimously recommends that shareholders vote “FOR” the election of the 11 nominees for director listed below. |
PROXY STATEMENT
We will vote the proxies that we receive “FOR” the election of the nominees for director unless otherwise indicated on the proxies. If any of the nominees is unable or declines to serve, an event which management does not anticipate, proxies will then be voted for a nominee who will be designated by the present Board to fill such vacancy. If the votes cast “for” a nominee fail to constitute a majority of the votes cast with respect to that nominee, he or she will be elected to a term of office ending on the earlier of 90 days after the day on which we certify election results and the day on which a person is selected by the Board to fill the office held by such director. If the votes cast “for” a nominee do constitute a majority of the votes cast with respect to that nominee, he or she will be elected to a full one-year term.
PROXY STATEMENT
| DIRECTOR NOMINEES |
PROXY STATEMENT
| | Principal Occupation, Directorships of Publicly Traded Companies During the Past Five Years, and Qualifications, Attributes, and Skills | | Maria Contreras-Sweet Age 68 Director since 2021 | Since 2017, Ms. Contreras-Sweet has been managing member of both Contreras Sweet Companies, a marketing and research solutions company, and Rockway Equity Partners, a private equity firm. She served as the 24th Administrator of the U.S. Small Business Administration and as a member of former President Barack Obama’s Cabinet from April 7, 2014, to Jan. 20, 2017. Previously, Ms. Contreras-Sweet was the founding executive chairwoman of ProAmerica Bank. She is a member of the boards of directors of publicly traded companies TriNet Group, Inc., serving as chairperson of their risk committee and as a member of their nomination and governance committee; and Regional Management Corporation, where she serves as chairperson of the nomination and governance committee and as a member of the compensation committee. She also serves on the board of the Bipartisan Policy Center. Ms. Contreras-Sweet possesses extensive knowledge of and executive experience in both the public and private sectors. Her strong understanding of banking, regulation and the financial services marketplace; extensive experience with small- and medium-sized businesses; and her promotion of workplace diversity and equity bring a valuable perspective to the Board. | | Gary L. Crittenden Age 70 Director since 2016 | Mr. Crittenden is a private investor and has been a nonemployee executive director of HGGC, LLC, a California-based middle market private equity firm, since Jan. 2017. From 2009 to Jan. 2017, he served in various capacities at HGGC, including managing director, chairman and CEO. He is a member of the boards of directors of Primerica, where he is the lead director, chairs the audit committee and is a member of the compensation committee, and Extra Space Storage Inc., where he also chairs the audit committee and is a member of the compensation committee. He previously served as chairman of Citi Holdings and as chief financial officer at Citigroup, American Express Company, Monsanto, Sears Roebuck, Melville Corporation and Filene’s Basement, following a consulting career at Bain & Company. Mr. Crittenden brings substantial experience in banking and financial services, mergers and acquisitions, investment management, public markets, finance and accounting, risk management, and regulatory relations. | | Suren K. Gupta Age 63 Director Since 2015 | Mr. Gupta is president of Allstate Protection and Enterprise Services, where he leads six different protection business units, including device and appliance protection, identity protection, extended vehicle protection, voluntary benefits, and roadside protection services. He also leads global sourcing and procurement services, real estate and other administrative services. Prior to his current role, Mr. Gupta was President of Allstate Enterprise Solutions where he was responsible for leading a global technology organization, global operations and Allstate corporate venture capital. Before joining Allstate, Mr. Gupta was executive vice president and group chief information officer for consumer lending at Wells Fargo Bank. Mr. Gupta’s deep experience in technology, operations, procurement, risk management and business strategy adds depth to our Board’s knowledge about data, technology, and cybersecurity, areas of evolving and increasing risk to the financial services industry. In addition to his roles at Allstate and Wells Fargo, he has held senior technology, operations, sales, marketing and strategic development roles at Airclic, Inc., a startup wireless internet venture, GMAC, INTELSAT, a telecommunications company, Thomson Corporation, and American Airlines. |
PROXY STATEMENT
| | Principal Occupation, Directorships of Publicly Traded Companies During the Past Five Years, and Qualifications, Attributes, and Skills | | Claire A. Huang Age 61 Director Since 2020 | Ms. Huang is the former chief marketing officer of JPMorgan Chase and Co. Previously, she held global head of marketing positions at Bank of America Merrill Lynch in Boston and Hong Kong. She was also head of Fidelity Investments’ marketing and strategy groups. Her financial services experience began at American Express. Earlier in her career, she developed her credentials as a turnaround and growth expert in consumer products companies, beginning at Procter and Gamble. Ms. Huang contributes her expertise in marketing, digital, brand building and strategic planning. | | Vivian S. Lee Age 57 Director since 2015 | Dr. Lee is an executive fellow at Harvard Business School, where she has served since Dec. 2022. She is also a senior lecturer at Harvard Medical School and author of The Long Fix: Solving America’s Health Care Crisis with Strategies that Work for Everyone. From 2018 to 2022, she served as president of Health Platforms at Verily Life Sciences (Alphabet), where she led the founding and growth of several successful health technology companies. Prior to that, she served for six years as the senior vice president of health sciences at the University of Utah, dean of the university’s school of medicine, and CEO of University of Utah Health Care. From 2014 until 2015, Dr. Lee also served on the board of directors of Zions First National Bank. Dr. Lee brings a wealth of experience from health care and technology. In Utah, as a CEO of a $3.5 billion health system, she focused on streamlining processes and improving efficiency in the highly regulated and rapidly evolving health care industry. As a health technology executive at Verily, she built consumer-facing digital technologies, data and analytics platforms, and employee health, including COVID-19 response and management. | | Scott J. McLean Age 67 Director since 2018 | Mr. McLean is president and chief operating officer, or COO, of Zions Bancorporation, N.A. With over 40 years of banking experience, Mr. McLean has served in leadership positions for the Zions organization since 2002, including as CEO of its Amegy Bank affiliate prior to assuming his current position in 2014. Mr. McLean is active in the community, serving as a trustee of Southern Methodist University. He is a trustee emeritus and former chairman of the United Way of Greater Houston, a former trustee of Memorial Hermann Health System and former director of CenterPoint Energy. | | Edward F. Murphy Age 71 Director since 2014 | Mr. Murphy is a former executive vice president of the Federal Reserve Bank of New York where he served as the principal financial officer and was responsible for enterprise-wide operational risk management. He is also a former executive vice president of JPMorgan Chase & Co. Mr. Murphy is a certified public accountant who contributes significant expertise in accounting and financial reporting in the banking industry, as well as extensive experience in operational risk management and internal control processes. During his 21-year career at JPMorgan Chase, he held several senior leadership positions, including principal accounting officer, global director of internal audit, chief operating officer of Asia Pacific operations, and chief financial officer of the consumer and middle markets businesses. |
PROXY STATEMENT
| | Principal Occupation, Directorships of Publicly Traded Companies During the Past Five Years, and Qualifications, Attributes, and Skills | | Stephen D. Quinn Age 68 Director since 2002 | Mr. Quinn is a former managing director and general partner of Goldman, Sachs & Co. He is a director of Group 1 Automotive, Inc., where he serves on the nominating and governance, finance, risk management, compensation and audit committees. He also serves on the board of the National Ability Center in Park City, Utah. He was a director of American Express Bank Ltd. prior to its sale in 2009. Mr. Quinn contributes financial and investment banking expertise to the Board. At Goldman Sachs, he specialized in corporate finance, spending two decades structuring mergers and acquisitions, debt and equity financings, and other transactions for some of America’s best-known corporations. | | Harris H. Simmons Age 69 Director since 1989 | Mr. Simmons is chairman and chief executive officer, or CEO, of Zions Bancorporation, N.A. He is a director of O.C. Tanner Company and National Life Group, and a past director of Questar Corporation. Mr. Simmons’ more than 40 years of experience in banking and leadership of the Bank is invaluable to the Board. During his tenure as our president and then chairman and CEO, the Bank has grown from $3 billion in assets to its present nearly $90 billion in assets. He is past chairman of the American Bankers Association. | | Aaron B. Skonnard Age 51 Director since 2019 | Mr. Skonnard is the co-founder and CEO of Pluralsight, Inc., an enterprise software-as-a-service company focused on teaching technology skills through its leading technology skills development platform in use by 70% of Fortune 500 companies. Mr. Skonnard is a founder and board member of the Silicon Slopes organization, a nonprofit designed to empower Utah’s startup and tech community. His contributions to the Board include his expertise in technology, understanding of issues and trends in information security, as well as his valuable perspective as an entrepreneur, chief executive officer of a publicly traded company, and philanthropist. | | Barbara A. Yastine Age 64 Director since 2017 | Ms. Yastine is the former chair and CEO of Ally Bank, a digital banking leader, serving in various capacities from May 2010 to June 2015. She has more than 30 years of management experience in financial services. She most recently served as a director and co-CEO of privately held Lebenthal Holdings, LLC from Sept. 2015 to June 2016. She is an active investor in private companies. In addition to Zions, she is a director of Primerica, Inc., where she is the chair of the compensation committee and a member of the audit committee; AXIS Capital Holdings Ltd. serving as chair of the governance and nominating committee and a member of the audit committee; and Alkami Technology, where she is a member of the audit committee. Ms. Yastine's broad industry experience spans consumer and commercial banking, investment banking and capital markets, and asset and wealth management. Prior to her tenure at Ally Bank, she served in various executive roles at Citigroup and Credit Suisse First Boston for more than 17 years. In addition to industry knowledge, Ms. Yastine contributes her expertise in general management, digital and branding strategies, finance, strategic planning, compliance, and bank regulatory matters. |
PROXY STATEMENT
* Directors Crittenden, Gupta, Lee, Murphy, Quinn, Simmons and Yastine were previously directors of Zions Bancorporation, the Bank’s former holding company, which merged into the Bank effective Sept. 30, 2018.
PROXY STATEMENT
| DIRECTOR QUALIFICATIONS |
PROXY STATEMENT
The following chart highlights relevant skills and experiences of our director nominees.
PROXY STATEMENT
| | Contreras-Sweet | Crittenden | Gupta | Huang | Lee | McLean | Murphy | Quinn | Simmons | Skonnard | Yastine | | C-Suite Leadership | • | • | • | • | • | • | • | | • | • | • | | Cyber, Tech and/or Data | • | | • | • | • | • | | | | • | • | | Finance and Accounting | | • | | | | • | • | • | • | | • | | Financial Services | • | • | • | • | | • | • | • | • | | • | | Operations | • | | • | | | • | • | | • | • | • | | Regulatory/Compliance | • | • | | | • | • | • | • | • | | • | | Risk Management | • | • | • | | • | • | • | • | • | | • | | Sales and Marketing | • | | • | • | | • | | • | | • | | | Strategic Planning | • | • | • | • | • | • | • | • | • | • | • |
PROXY STATEMENT
| BOARD MEETINGS AND ATTENDANCE |
PROXY STATEMENT
During 2023, our full Board held seven meetings and four optional update calls. The independent directors met in confidential “executive sessions” two times, with our independent lead director presiding at each such executive session. All directors attended at least 75% of the total number of all Board and applicable committee meetings. All Board members also participated in or stood for election at last year’s virtual Annual Meeting of Shareholders. All of our directors are expected to attend the regularly scheduled meetings of the Board, including the organizational meeting held in conjunction with the annual meeting, meetings of committees of which they serve as members, and our Annual Meeting of Shareholders. The Board regularly schedules educational presentations during its meetings to stay current on market, regulatory and industry issues. In addition, our Board members periodically attend industry conferences, meetings with regulatory agencies, and training and educational sessions pertaining to their service on the Board and its committees. The Board typically invites members of management, including our chief financial officer, or CFO; general counsel; chief risk officer, or CRO; chief credit officer; and chief audit executive to attend Board meetings and Board committee meetings (or portions thereof) to provide information relating to their areas of responsibility. Members of management do not attend executive sessions of the Board, except when requested by the Board.
PROXY STATEMENT
| Compensation of Directors |
PROXY STATEMENT
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($)(4) | Change in Pension Value and Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Maria Contreras-Sweet | 97,000 | 104,995 | — | — | — | 201,995 | | Gary L. Crittenden | 117,000 | 104,995 | — | — | — | 221,995 | | Suren K. Gupta | 102,000 | 104,995 | — | — | — | 206,995 | | Claire A. Huang | 107,000 | 104,995 | | | | 211,995 | | Vivian S. Lee | 95,000 | 104,995 | — | — | — | 199,995 | | Edward F. Murphy | 129,000 | 104,995 | — | — | — | 233,995 | | Stephen D. Quinn | 137,000 | 104,995 | — | — | — | 241,995 | | Aaron B. Skonnard | 95,000 | 104,995 | — | — | — | 199,995 | | Barbara A. Yastine | 117,000 | 104,995 | — | — | — | 221,995 |
Audit Committee
| Individual 2 | Principal Occupation During Past Five Years 1 | | Harris H. Simmons Age 69 Officer since 1981 | Chairman and Chief Executive Officer | | Bruce K. Alexander Age 70 Officer since 2000 | Executive Vice President. President and Chief Executive Officer – Vectra Bank Colorado | | A. Scott Anderson Age 77 Officer since 1997 | Executive Vice President. President and Chief Executive Officer – Zions Bank. Mr. Anderson will retire from these positions and transition to the role of non-executive chairman of Zions Bank on April 1, 2024. | | Paul E. Burdiss Age 58 Officer since 2015 | Executive Vice President and Chief Financial Officer. Mr. Burdiss will transition to the role of President and Chief Executive Officer - Zions Bank, on April 1, 2024 and will continue to serve as Executive Vice President. | | Kenneth J. Collins Age 58 Officer since 2018 | Executive Vice President, Enterprise Program Management. Prior to 2018, officer of Bank subsidiaries or divisions holding various positions | | Shannon Drage Age 44 Officer since 2023 | Senior Vice President, Director of Financial Planning & Analysis and acting Director of Investor Relations. Prior to 2023, officer of Bank subsidiaries or divisions holding various financial positions | | Eric Ellingsen Age 47 Officer Since 2021 | Executive Vice President. President and Chief Executive Officer – California Bank & Trust. Prior to 2021, President and Chief Operating Officer of California Bank & Trust | | Alan M. Forney Age 63 Officer since 2018 | Executive Vice President. President and Chief Executive Officer – The Commerce Bank of Washington. Prior to 2018, officer of The Commerce Bank of Washington holding various positions, including chief lending officer | | Olga Hoff Age 50 Officer since 2018 | Executive Vice President, Retail Banking. Prior to 2018, officer of Bank subsidiaries or divisions holding various positions | | Christopher Kyriakakis Age 52 Officer since 2022 | Executive Vice President and Chief Risk Officer. From 2022-2024, Chief Audit Executive. Prior to 2022, served as managing vice president of Capital One Financial Corporation |
Audit Committee
| Individual 2 | Principal Occupation During Past Five Years 1 | | Thomas E. Laursen Age 72 Officer since 2004 | Executive Vice President, General Counsel and Secretary. Mr. Laursen will retire from the Bank and will be replaced in these roles by Deputy General Counsel Rena Miller on April 1, 2024. | | Scott A. Law Age 58 Officer since 2019 | Executive Vice President and Chief Human Resources Officer. Prior to 2019, Director of HR Shared Services | | Scott J. McLean Age 67 Officer since 2006 | President and Chief Operating Officer | | Ryan Richards Age 47 Officer since 2021 | Senior Vice President and Corporate Controller since May 2021. From Dec. 2019 to April 2021, served in various capacities with Truist Financial Corporation, including chief accounting officer and director of investor relations. Various positions with SunTrust Banks, Inc. from Aug. 2014 to Dec. 2019. Mr. Richards will transition to the role of Executive Vice President and Chief Financial Officer on April 1, 2024. | | Rebecca K. Robinson Age 49 Officer since 2016 | Executive Vice President and Director of Wealth Management | | Terry A. Shirey Age 52 Officer since 2017 | Executive Vice President. President and Chief Executive Officer – Nevada State Bank | | Jennifer A. Smith Age 51 Officer since 2015 | Executive Vice President and Chief Technology and Operations Officer | | Steve D. Stephens Age 65 Officer since 2010 | Executive Vice President. Chief Executive Officer – Amegy Bank | | Derek Steward Age 54 Officer since 2023 | Executive Vice President and Chief Credit Officer. Prior to 2023, officer of Zions Bancorporation's enterprise services division holding various positions in credit administration | | Randy R. Stewart Age 64 Officer since 2018 | Executive Vice President, Enterprise Mortgage Lending. Prior to 2018, officer of Amegy Bank holding various positions | | Mark R. Young Age 65 Officer since 2015 | Executive Vice President. President and Chief Executive Officer – National Bank of Arizona |
Audit Committee
| EXECUTIVE SUMMARY | 28 | SUMMARY COMPENSATION TABLE | 45 | | COMPENSATION OVERVIEW | 30 | 2023 GRANTS OF PLAN-BASED AWARDS | 47 | | COMPENSATION DECISIONS FOR THE 2023 PERFORMANCE PERIOD | 32 | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023 | 48 | | Base Salary | 32 | OPTION EXERCISES AND STOCK VESTED IN 2023 | 49 | | Annual Cash Incentive | 33 | 2023 PENSION BENEFITS | 49 | | Long-Term Incentives | 35 | 2023 NONQUALIFIED DEFERRED COMPENSATION | 50 | | DECISION-MAKING ROLES AND PROCESS | 39 | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 51 | | OTHER COMPENSATION ELEMENTS | 41 | OTHER INFORMATION | | | COMPENSATION PRACTICES AND POLICIES | 43 | CEO PAY RATIO DISCLOSURE | 54 | | Compensation Committee Report | 44 | PAY VERSUS PERFORMANCE DISCLOSURE | 55 |
Compensation Features and Governance
| What We Do: | What We Don't Do: | | Pay for performance | No tax gross-ups for change in control payments | | Require strong ownership and retention of equity | No “timing” of equity grants | | Retain a Compensation Committee consultant | No hedging; restrictions on pledging | | Maintain “double trigger” provisions for change in control scenarios | No repricing of stock option awards | | Discourage excessive and unnecessary risk taking | No excessive perquisites | | Maintain recoupment and clawback policies | No company plane or personal use of aircraft | | Annual say-on-pay vote | No employment agreements for executive officers |
2023 Target Total Direct Compensation
2023 Target Total Direct Compensation Our executive compensation program emphasizes performance-based compensation tied to Zions' financial performance, stock price and contributions to strategic initiatives. Approximately 84% of Mr. Simmons' target total compensation is performance-based and at risk, while the other NEOs have an average of 73% of their compensation performance-based and at risk. Our NEOs’ total target direct compensation for 2023 consisted of the components described below: 1. 2023 Target Compensation is computed as the sum of the following compensation elements: (i) 2023 base salary; (ii) 2023 target annual cash incentive (i.e., an estimate of the cash award for expected performance results achieved in 2023 and awarded/paid in March 2024); (iii) target grant value of Value Sharing Plan units awarded in 2023; and (iv) combined target grant value of restricted stock units and stock options granted in 2023. Details on each compensation element and individual grant decisions are set forth below under the "Compensation Decisions for the 2023 Performance Period” section.
Annual Cash Incentive
Annual Cash Incentive In Feb. 2023, the Committee established performance objectives and annual cash incentive targets and maximums for all EMC members for the 2023 performance year. The target cash incentive structures were developed based on an analysis from the Committee's consultant of peer compensation structures and target levels by position. Mr. Simmons' 2023 annual cash incentive target was increased from 140% of base salary to 150% to bring his target compensation closer to the median of our peer group. The targets for the other NEOs remained unchanged in 2023 from 2022 levels. The performance objectives for each EMC member contained descriptions of key priorities for each executive to focus on during 2023. These focus areas and the relative weighting assigned to each category were established in the first quarter of 2023. The following are the performance categories and 2023 priorities: •Financial Management •Strategic Leadership •Effective Risk Management •Talent Management and Succession Planning •Other Role-Specific Priorities. The overall cash incentive pool for the Bank decreased in 2023, based largely on the decline of adjusted PPNR, less net charge-offs and other financial results. In Feb. 2024, the CEO provided his assessment for each EMC member’s performance against his or her preestablished quantitative and qualitative performance categories and he recommended incentive awards accordingly. Mr. Simmons did not make any recommendations regarding himself. Management also included an assessment of each NEO’s risk management effectiveness for consideration in the determination of each EMC member’s overall performance rating. Risk assessments include such items as credit quality, operational losses, risk appetite metrics, technology risk management, and quantitative consideration of issues management and compliance with the Bank's risk management strategic objectives and culture. While the Bank believes this performance review process improves transparency and strengthens the alignment between pay and performance, the Committee continues to rely on discretion and the exercise of disciplined judgment in making its final award determinations, so that individual contributions align properly with the organization’s financial and risk management results. The Committee relied on the CEO's recommendations for the other NEOs and its review and evaluation of the aforementioned factors to approve the following cash incentives to the NEOs for the 2023 performance year. All of our NEOs received cash incentive awards that were below target, based on overall Bank performance in 2023 and adjusted for each NEO based on individual performance.
Annual Cash Incentive
| 2023 Annual Cash Incentive Award | | | | | | | Name | Target Cash Incentive | | Actual Cash Incentive Award | | % of Target Awarded | | Harris H. Simmons | | 1,591,350 | | 1,145,772 | 72.0% | | Paul E. Burdiss | | 636,500 | | 471,000 | 74.0% | | Scott J. McLean | | 802,700 | | 594,000 | 74.0% | | A. Scott Anderson | | 474,750 | | 338,000 | 71.2% | | Eric Ellingsen | | 445,500 | | 340,000 | 76.3% |
Annual Cash Incentive
2023 was a challenging year with prominent bank failures. Like many banks, Zions posted declines in both adjusted PPNR (PPNR less net charge-offs) and net interest income. However, the Committee noted Zions’ preparedness and effective response to the tumult and other leadership accomplishments by Mr. Simmons during the year:
Long-Term Incentives
Long-Term Incentives Long-term incentive compensation has been an area of particular emphasis in our executive compensation program. The aim is to promote the long-term perspective necessary for our continued success, including sustained strong profitability, and management and mitigation of risk. This emphasis is consistent with our executive compensation objective to align a significant portion of each executive’s total compensation with our long-term performance and the financial interests of our shareholders. Both equity-based awards and value sharing plan units subject executives to long-term risks faced by the Bank and its shareholders. Our long-term incentive compensation programs serve as a key retention element because payouts are conditioned on continued employment with the Bank. Overall, the target mix in 2023 remained unchanged (as a percentage of total target long-term incentive compensation) and was comprised of 45% multi-year cash incentive units or value sharing plan units, 44% restricted stock units, and 11% stock options. The actual compensation ultimately earned from these awards is highly dependent upon future stock price, the Bank's financial performance, and the executive's continued service. In 2023, the Compensation Committee increased Mr. Simmons' long-term incentive target from 330% to 370% of base salary to improve the alignment of his overall target compensation package compared to the other CEOs in the custom peer group. The following table summarizes the long-term awards granted in 2023:
Long-Term Incentives
| 2023 Long-Term Incentive Grants | | | | | | | | | | Name | Value Sharing Plan | | Stock Options1 | | Restricted Stock Units1 | | Total1 | | | Harris H. Simmons | | 1,838,160 | | 449,328 | | 1,797,312 | | 4,084,800 | | Paul E. Burdiss | | 601,493 | | 147,031 | | 588,126 | | 1,336,650 | | Scott J. McLean | | 751,410 | | 183,678 | | 734,712 | | 1,669,800 | | A. Scott Anderson | | 341,820 | | 83,556 | | 334,224 | | 759,600 | | Eric Ellingsen | | 320,760 | | 78,408 | | 313,632 | | 712,800 | | 1. Amounts above represent rounded target values as of the date of grant, based on the Bank’s stock price and the Black-Scholes value, and differ from the amounts set forth in the Summary Compensation Table and Grants of Plan-Based Awards Table which are computed in accordance with FASB ASC Topic 718. | | | | | | | | |
Value Sharing Plans
| Risk-Adjusted Return on Tangible Assets | | | Adjusted EPS Growth | | | | Rank v. Peers | Payout ($/unit) | | Rank v. Peers | Payout ($/unit) | | | Max - 100th percentile | | 1.50 | Max - 100th percentile | | 1.50 | | 80th percentile | | 1.30 | 80th percentile | | 1.30 | | 60th percentile | | 1.10 | 60th percentile | | 1.10 | | 50th percentile | | 1.00 | 50th percentile | | 1.00 | | 40th percentile | | 0.80 | 40th percentile | | 0.80 | | 30th percentile | | 0.40 | 30th percentile | | 0.40 | | Below Threshold | | — | Below Threshold | | — |
Value Sharing Plans
| Risk-Adjusted PPNR Growth | | | Net Charge-Offs / Avg Loans | | | Efficient Capital Utilization | | | | % of Plan | Payout ($/unit) | | % of Plan | Payout ($/unit) | | % of Plan | Payout ($/unit) | | | > 30% Growth | | 1.50 | <= 0 bps | | 1.50 | >=130% | | 1.50 | | 27% Growth | | 1.35 | 10 bps | | 1.25 | 120% | | 1.33 | | 23% Growth | | 1.15 | 15 bps | | 1.13 | 110% | | 1.16 | | 20% Growth | | 1.00 | 20 bps | | 1.00 | 100% | | 1.00 | | 15% Growth | | 0.75 | 30 bps | | 0.67 | 95% | | 0.75 | | 10% Growth | | 0.50 | 40 bps | | 0.34 | 90% | | 0.50 | | <0% Growth | | — | >50 bps | | — | <80% | | — |
Stock Option Awards
Stock Option Awards In Feb. 2023, the Committee also approved stock option awards for the Bank's NEOs. Generally, grants of stock options are influenced by a subjective evaluation of individual performance, the scope of the individual’s responsibilities and market data. Since stock options are forward-looking incentives, there is less year-over-year variance (at an individual level) in the grant-date value of the options granted to participants. Additionally, these stock option grants were limited to less than 10% of each respective NEO’s total incentive compensation in order to discourage excessive or unnecessary risk taking. The Bank’s stock option awards have been granted with a seven-year term and ratable vesting over three years. No stock options were issued during the 2024 annual equity grant cycle.
Restricted Stock Unit Awards
Restricted Stock Unit Awards In Feb. 2023, the Committee also approved restricted stock unit awards for the Bank's NEOs. These grants were intended to focus senior executives on future performance and to better align executives' compensation to the interest of shareholders. Like the granting of stock options, the grant-date value of these awards is generally influenced by a subjective evaluation of individual performance, the scope of the individual’s responsibilities and market data. Since restricted stock unit awards are forward-looking incentives, there is less year-over-year variance (on an individual level) in the value of the awards granted to participants. These awards will vest ratably, 25% per year for four years, on the anniversary date of the grant. Consistent with prior years, the Committee attached two-year post-vest holding restrictions on the restricted stock units awarded to Messrs. Simmons and McLean. These restrictions prohibit Messrs. Simmons and McLean from the sale, transfer, or other disposition of these shares for an additional two-year period following each vesting event.
Restricted Stock Unit Awards
| DECISION-MAKING ROLES AND PROCESS |
Role of the Committee’s Compensation Consultant
Role of the Committee’s Compensation Consultant In 2023, the Committee used the services of an outside executive compensation consultant, McLagan, which is part of the human capital solutions practice at Aon plc, to provide guidance and advice to the Committee on matters covered by its charter, including executive compensation, equity plan share authorization support and proxy disclosure assistance. The fees for those services totaled $178,887 during 2023. Management engaged McLagan and another Aon affiliate to provide survey data to the Bank that was used for broad-based compensation matters, including compensation benchmarking. Management also engaged Aon to provide support for the design of certain annual incentive compensation programs. Management informed the Committee about its engagement of Aon for the survey and incentive program design work. The aggregate fees for those services totaled $386,585 during 2023. The Committee assessed the independence of McLagan and Aon under the applicable SEC and Nasdaq rules and concluded that their services presented no conflicts of interest.
PEER GROUP
PEER GROUP In making compensation decisions, the Committee has historically compared major elements of total direct compensation against a custom peer group of comparable publicly traded commercial banking companies, which we refer to as the “custom peer group.” The Committee refers to this custom peer group for both compensation and performance-related benchmarking. Financial performance data is prepared either by the Committee’s compensation consultant or by the Bank, using publicly available data from the custom peer group members’ public filings and audited financial statements. Compensation data is generally prepared by the Committee’s compensation consultants, using proprietary compensation databases and publicly available data from proxy statements. The Bank’s consultant reviews any financial and/or compensation data that is prepared by the Bank and provided to the Committee. The custom peer group consists of companies that the Committee believes are reasonably comparable in terms of size and scope of business to the Bank and against which the Committee believes the Bank competes for talent and shareholder investment. The following 18 companies were established as the peer group in Dec. 2021 and used by the Committee to benchmark and inform 2023 target compensation for executives.
PEER GROUP
| •Associated Banc-Corp (ASB) | •Hancock Whitney Corp (HWC) | | •BOK Financial Corporation (BOKF) | •Huntington Bancshares Incorporated (HBAN) | | •Citizens Financial Group, Inc. (CFG) | •KeyCorp (KEY) | | •Comerica Incorporated (CMA) | •M&T Bank Corporation (MTB) | | •East West Bancorp, Inc. (EWBC) | •Pinnacle Financial Partners (PNFP) | | •Fifth Third Bancorp (FITB) | •Regions Financial Corporation (RF) | | •First Horizon National Corporation (FHN) | •Synovus Financial Corp. (SNV) | | •First Republic Bank (FRC) | •Western Alliance Bancorp (WAL) | | •FNB Corp. (FNB) | •WinTrust Financial Corporation (WTFC) |
PEER GROUP
The Committee periodically reviews the custom peer group and considers changes deemed necessary to ensure that the nature and size of the organizations continues to be appropriate. In Dec. 2022, the Committee reviewed and removed First Horizon National Corporation due to its then-pending acquisition by Toronto Dominion Bank. This updated custom peer group was used for relative metrics in the value sharing plans starting in 2023. During that review, the Bank continued to rank close to the median of the custom peer group in asset size (57th percentile), total revenue (51st percentile), and market capitalization (45th percentile).
BENCHMARKING
BENCHMARKING The Bank’s goal is to provide a competitive total compensation package that will attract and retain executives with the ability and experience necessary to lead the Bank and deliver strong performance to its shareholders. Since the Bank competes nationally for executive talent, the Committee believes it is appropriate to generally target base salaries, annual cash compensation, and the grant value of long-term incentives to the market median (50th percentile) for similarly situated executives working at organizations in the custom peer group. While the benchmarking process provides valuable information regarding the competitive market, the Compensation Committee also assesses many other factors when setting pay levels. These factors include but are not limited to: the executive’s tenure and performance, the performance of the Bank, internal equity, historical compensation, and each position's scope of responsibilities. When determining compensation mix and levels, the following items are considered: •The most recent and prior years’ comparative proxy statement and survey data for similar jobs among the custom peer group. •To reduce volatility and customize the data to Zions' asset size, regression analysis is used to benchmark base salary, target annual cash incentive, and total direct compensation. •The ability to conform to expectations and guidance issued by various regulatory authorities relating to upside leverage for incentive compensation plans and the mix of long-term incentive compensation (e.g., stock options, restricted stock units, or cash performance plans with multi-year vesting and/or performance periods) as a percentage of each EMC member’s total incentive compensation.
BENCHMARKING
| OTHER COMPENSATION ELEMENTS |
BENCHMARKING
The NEOs are generally eligible for the same broad-based health and retirement benefit programs on the same basis as the rest of our full-time employees. Programs that provide different levels of benefits for executive officers are noted in the descriptions below.
Compensation Committee
| SUMMARY COMPENSATION TABLE |
Compensation Committee
| Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Option Awards ($)(5) | Nonequity Incentive Plan Compen-sation ($)(6) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7)(8) | All Other Compen-sation ($)(9) | Total ($) | | Harris H. Simmons Chairman and Chief Executive Officer Zions Bancorporation | 2023 | 1,060,900 | 1,145,772 | 1,557,584 | 449,447 | 460,719 | 67,640 | 97,179 | 4,839,241 | | | 2022 | 1,060,900 | 1,336,000 | 1,266,698 | 385,100 | 1,012,284 | — | 107,065 | 5,168,047 | | | 2021 | 1,030,000 | 792,000 | 1,021,348 | 317,259 | 1,449,210 | — | 46,296 | 4,656,113 | | Paul E. Burdiss Chief Financial Officer Zions Bancorporation | 2023 | 635,558 | 471,000 | 566,200 | 147,075 | 193,955 | | 22,578 | 2,036,365 | | | 2022 | 612,000 | 581,000 | 543,231 | 137,997 | 430,615 | — | 22,322 | 2,327,165 | | | 2021 | 592,250 | 440,000 | 534,226 | 133,561 | 469,838 | — | 20,257 | 2,190,132 | | Scott J. McLean President and Chief Operating Officer Zions Bancorporation | 2023 | 732,000 | 594,000 | 636,722 | 183,729 | 238,192 | | 23,193 | 2,407,836 | | | 2022 | 732,000 | 722,000 | 672,261 | 204,375 | 522,185 | — | 22,335 | 2,875,156 | | | 2021 | 711,740 | 450,000 | 528,040 | 164,024 | 647,073 | — | 16,463 | 2,517,340 | | A. Scott Anderson Chief Executive Officer Zions Bank | 2023 | 632,135 | 338,000 | 297,364 | 83,574 | 288,084 | 17,455 | 46,950 | 1,703,561 | | | 2022 | 610,500 | 402,000 | 276,697 | 80,581 | 252,874 | — | 51,548 | 1,674,200 | | | 2021 | 592,765 | 327,000 | 266,375 | 78,252 | 346,500 | 2,593 | 27,550 | 1,641,035 | | Eric Ellingsen Chief Executive Officer California Bank & Trust | 2023 | 592,692 | 340,000 | 313,644 | 78,430 | 269,325 | | 17,525 | 1,611,616 | | | 2022 | 560,000 | 391,000 | 295,662 | 73,912 | 248,880 | — | 17,850 | 1,587,304 |
Compensation Committee
| 2023 GRANTS OF PLAN-BASED AWARDS |
Compensation Committee
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023 |
Compensation Committee
| OPTION EXERCISES AND STOCK VESTED IN 2023 |
Compensation Committee
| 2023 PENSION BENEFITS |
Compensation Committee
| 2023 NONQUALIFIED DEFERRED COMPENSATION |
Compensation Committee
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |
MEDICAL AND DENTAL BENEFITS
| Potential Payments Upon Termination or a Change in Control | | | | | | | Executive Benefits and Payments Upon Termination | Voluntary Termination ($) | Death or Disability ($) | For Cause Termination ($) | Involuntary Not for Cause or Voluntary Good Reason Termination (without Change in Control) ($) | Involuntary Not for Cause or Voluntary Good Reason Termination (with Change in Control) ($) | | Harris H. Simmons | | | | | | | Severance | — | — | — | 1,060,900(1) | 7,956,750(2)(3) | | Accelerated Vesting of Long-Term Incentives | — | — | — | — | 727,607 (7) | | Retirement Plans | — | — | — | — | — (4) | | Other Benefits | — | — | — | — | 73,917 (5) | | Paul E. Burdiss | | | | | | | Severance | — | — | — | 636,500(1) | 3,819,000 (2)(3) | | Accelerated Vesting of Long-Term Incentives | — | 1,393,966(6) | — | — | 1,393,966 (7) | | Retirement Plans | — | — | — | — | — (4) | | Other Benefits | — | — | — | — | 44,541 (5) | | Scott J. McLean | | | | | | | Severance | — | — | — | 732,000(1) | 4,721,400(2)(3) | | Accelerated Vesting of Long-Term Incentives | — | — | — | — | 380,283 (7) | | Retirement Plans | — | — | — | — | — (4) | | Other Benefits | — | — | — | — | 54,015 (5) | | A. Scott Anderson | | | | | | | Severance | — | — | — | 633,000(1) | 3,323,250 (2)(3) | | Accelerated Vesting of Long-Term Incentives | — | — | — | — | 146,819 (7) | | Retirement Plans | — | — | — | — | — (4) | | Other Benefits | — | — | — | — | 54,015 (5) | | Eric Ellingsen | | | | | | | Severance | — | — | — | 594,000(1) | 3,106,931 (2)(3) | | Accelerated Vesting of Long-Term Incentives | — | 598,688(6) | — | — | 598,688 (7) | | Retirement Plans | — | — | — | — | — (4) | | Other Benefits | — | — | — | — | 73,917 (5) |
MEDICAL AND DENTAL BENEFITS
| CEO PAY RATIO DISCLOSURE |
MEDICAL AND DENTAL BENEFITS
| PAY VERSUS PERFORMANCE DISCLOSURE |
MEDICAL AND DENTAL BENEFITS
| Year | Summary Compensation Table Total for Harris H. Simmons1 ($) | Compensation Actually Paid to Harris H. Simmons1, 2, 3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1, 2, 3 ($) | Value of Fixed $100 Investment based on:4 | | Net Income ($ Millions) | Adjusted PPNR5 ($ Millions) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2023 | 4,839,241 | 4,267,748 | 1,939,844 | 1,791,937 | 96.90 | 115.64 | 680 | 1,134 | | 2022 | 5,168,047 | 4,494,398 | 2,115,956 | 1,853,618 | 103.59 | 116.10 | 907 | 1,273 | | 2021 | 4,656,113 | 6,857,334 | 1,980,572 | 2,785,070 | 129.48 | 124.74 | 1,129 | 1,115 | | 2020 | 4,795,416 | 3,417,462 | 1,889,006 | 1,609,798 | 86.84 | 91.29 | 539 | 1,039 |