DEF 14A of Zions Bancorporation, National Association /Ut/
Filed Mar 19, 2026 · FY20250000109380-26-000052
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 2026 Annual Meeting of Shareholders, to be held in the Zions Bank Building Founders Room, One South Main Street, 18th Floor, in Salt Lake City, Utah, on Friday, May 1, 2026, at 1 p.m., Mountain Daylight Time. 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 via the internet rather than in paper form. Accordingly, on or about March 20, 2026, 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 March 2, 2026, the record date for the 2026 Annual Meeting of Shareholders. 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 director nominees to a one-year term of office (Proposal 1); ➢ FOR ratification of the appointment of our independent registered public accounting firm for 2026, (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, 2025, (Proposal 3); and ➢ AGAINST a shareholder proposal regarding "Report on Risks from Misalignment Between Company Policies and Customer Base" (Proposal 4). 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 2026 Annual Meeting of Shareholders 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 2026 Annual Meeting of Shareholders. The only shares that may be voted at the 2026 Annual Meeting of Shareholders are the 147,069,036 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 on Proposal 1 (the Election of Directors), on Proposal 3 (the Advisory Vote on Executive Compensation), or on Proposal 4 (the shareholder proposal) 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, 2025, are available at 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, 2025, 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 16 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 70 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 chairs the Los Angeles World Affairs Council and 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 knowledge of marketing to our market segments bring a valuable perspective to the Board. | | Gary L. Crittenden Age 72 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 January 2017. From 2009 to January 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, chair of the audit committee and 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. |
PROXY STATEMENT
| | Principal Occupation, Directorships of Publicly Traded Companies During the Past Five Years, and Qualifications, Attributes, and Skills | | Suren K. Gupta Age 65 Director Since 2015 | Mr. Gupta currently serves as a senior advisor to the senior leadership team at Allstate. He previously served as president of Allstate Protection Products and Enterprise Services, where he led six different protection business units, including device and appliance protection, identity protection, extended vehicle protection, voluntary benefits, and roadside protection services. He also led global sourcing and procurement services, real estate and other administrative services. Mr. Gupta has also served as 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., GMAC, INTELSAT, Thomson Corporation, and American Airlines. | | Claire A. Huang Age 63 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 59 Director since 2015 | Dr. Lee is an executive fellow at Harvard Business School, where she has served since December 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 healthcare 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. |
PROXY STATEMENT
| | Principal Occupation, Directorships of Publicly Traded Companies During the Past Five Years, and Qualifications, Attributes, and Skills | | Scott J. McLean Age 69 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 emeritus and former chairman of the United Way of Greater Houston, a former trustee of Southern Methodist University and Memorial Hermann Health System, and former director of CenterPoint Energy. | | Edward F. Murphy Age 73 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. | | Stephen D. Quinn Age 70 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 71 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. 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 53 Director since 2019 | Mr. Skonnard is a co-founder and former 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. |
PROXY STATEMENT
| | Principal Occupation, Directorships of Publicly Traded Companies During the Past Five Years, and Qualifications, Attributes, and Skills | | Barbara A. Yastine Age 66 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 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 a member of the finance committee and 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
| DIRECTOR QUALIFICATIONS |
PROXY STATEMENT
The following chart highlights relevant skills and experiences of our director nominees.
PROXY STATEMENT
| Area of Expertise | Business Rationale for Expertise | Contreras-Sweet | Crittenden | Gupta | Huang | Lee | McLean | | C-Suite Leadership | Ensures that directors have experience executing strategy while balancing many competing priorities. | • | • | • | • | • | • | | Cyber, Tech and/or Data | Provides understanding of issues and trends in information security and digital transformation. | • | | • | • | • | • | | Finance and Accounting | Provides strong oversight of the Bank's financial performance, controls and reporting. | | • | | | | • | | Financial Services | Provides expertise in our industry. | • | • | • | • | | • | | Operations | Provides experience in operational risk management and internal control processes. | • | | • | | | • | | Regulatory/Compliance | Ensures that the Board meets the oversight requirements of our highly regulated industry. | • | • | | | • | • | | Risk Management | Provides oversight of credit and other systemic industry risks. | • | • | • | | • | • | | Sales and Marketing | Critical to the implementation of the Bank's strategic plan and brand building. | • | | • | • | | • | | Strategic Planning | Essential to determine the direction and drive the growth of the Bank. | • | • | • | • | • | • |
PROXY STATEMENT
| Area of Expertise | Business Rationale for Expertise | Murphy | Quinn | Simmons | Skonnard | Yastine | | C-Suite Leadership | Ensures that directors have experience executing strategy while balancing many competing priorities. | • | | • | • | • | | Cyber, Tech and/or Data | Provides understanding of issues and trends in information security and digital transformation. | | | | • | • | | Finance and Accounting | Provides strong oversight of the Bank's financial performance, controls and reporting. | • | • | • | | • | | Financial Services | Provides expertise in our industry. | • | • | • | | • | | Operations | Provides experience in operational risk management and internal control processes. | • | | • | • | • | | Regulatory/Compliance | Ensures that the Board meets the oversight requirements of our highly regulated industry. | • | • | • | | • | | Risk Management | Provides oversight of credit and other systemic industry risks. | • | • | • | | • | | Sales and Marketing | Critical to the implementation of the Bank's strategic plan and brand building. | | • | | • | | | Strategic Planning | Essential to determine the direction and drive the growth of the Bank. | • | • | • | • | • |
PROXY STATEMENT
| BOARD MEETINGS AND ATTENDANCE |
PROXY STATEMENT
During 2025, our full Board held seven meetings. The independent directors met in confidential “executive sessions” three 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 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.
DIRECTOR CONTINUING EDUCATION
| Compensation of Directors |
DIRECTOR CONTINUING EDUCATION
| (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | | | Name1 | Fees Earned or Paid in Cash2 | | Stock Awards3, 4 | | Option Awards4 | Change in Pension Value and Deferred Compensation Earnings | All Other Compensation | Total | | | Maria Contreras-Sweet | | 117,000 | | 129,995 | — | — | — | | 246,995 | | Gary L. Crittenden | 129,500 | | 129,995 | | — | — | — | 259,495 | | | Suren K. Gupta | 117,000 | | 129,995 | | — | — | — | 246,995 | | | Claire A. Huang | 117,000 | | 129,995 | | — | — | — | 246,995 | | | Vivian S. Lee | 107,500 | | 129,995 | | — | — | — | 237,495 | | | Edward F. Murphy | 144,000 | | 129,995 | | — | — | — | 273,995 | | | Stephen D. Quinn | 174,167 | | 129,995 | | — | — | — | 304,162 | | | Aaron B. Skonnard | 115,000 | | 129,995 | | — | — | — | 244,995 | | | Barbara A. Yastine | 132,000 | | 129,995 | | — | — | — | 261,995 | |
BOARD COMMITTEE RISK OVERSIGHT
| Individual | Principal Occupation During Past Five Years 1 | | Harris H. Simmons Age 71 Officer since 1981 | Chairman and Chief Executive Officer | | Jason Arbuckle Age 48 Officer since 2024 | Senior Vice President and Corporate Controller. Prior to April 2024, served in various roles including as the Bank's credit and capital markets controller and manager of the Bank's U.S. Securities and Exchange Commission reporting and accounting policy functions | | Nathan Callister Age 52 Officer since 2026 | Executive Vice President. President and Chief Executive Officer – Zions Bank since January 2026. From June 2025 to December 2025, Executive Director of Commercial Banking. Prior to that time, he served in various capacities at Wells Fargo Bank. | | Eric Ellingsen Age 49 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 | | Christopher Kyriakakis Age 54 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 | | Scott A. Law Age 60 Officer since 2019 | Executive Vice President and Chief Human Resources Officer |
BOARD COMMITTEE RISK OVERSIGHT
| Individual | Principal Occupation During Past Five Years 1 | | Scott J. McLean Age 69 Officer since 2006 | President and Chief Operating Officer | | Rena Miller Age 66 Officer since 2024 | Executive Vice President, General Counsel and Secretary. Prior to 2024, served as deputy general counsel | | R. Ryan Richards Age 49 Officer since 2021 | Executive Vice President and Chief Financial Officer. From May 2021-April 2024, Senior Vice President and Corporate Controller. Prior to May 2021, served in various capacities with Truist Financial Corporation, including chief accounting officer and director of investor relations | | Steven D. Stephens Age 67 Officer since 2010 | Executive Vice President. Chief Executive Officer – Amegy Bank | | Derek Steward Age 56 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 |
RECOMMENDATION OF THE BOARD
| EXECUTIVE SUMMARY | 27 | SUMMARY COMPENSATION TABLE | 46 | | COMPENSATION OVERVIEW | 29 | 2025 GRANTS OF PLAN-BASED AWARDS | 48 | | COMPENSATION DECISIONS FOR THE 2025 PERFORMANCE PERIOD | 31 | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025 | 49 | | Base Salary | 31 | OPTION EXERCISES AND STOCK VESTED IN 2025 | 51 | | Annual Cash Incentive | 32 | 2025 PENSION BENEFITS | 51 | | Long-Term Incentives | 36 | 2025 NONQUALIFIED DEFERRED COMPENSATION | 52 | | DECISION-MAKING ROLES AND PROCESS | 40 | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 53 | | OTHER COMPENSATION ELEMENTS | 42 | OTHER INFORMATION | | | COMPENSATION PRACTICES AND POLICIES | 44 | CEO PAY RATIO DISCLOSURE | 56 | | COMPENSATION COMMITTEE REPORT | 45 | PAY-VERSUS-PERFORMANCE DISCLOSURE | 57 |
COMPENSATION FEATURES AND GOVERNANCE
| What We Do: | What We Don't Do: | | Align pay with performance and stockholder interests | No tax gross-ups for change in control payments | | Require strong ownership and retention of equity | No “timing” of equity grants | | Retain an Independent 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 |
Annual Cash Incentive
Annual Cash Incentive In 2025, the Bank refined the annual incentive design that was introduced in 2024, aimed at rewarding executives for achieving critical Bank-wide financial metrics and strategic goals. The structure of the 2025 annual incentive was as follows: Zions Bancorporation Financial Goals For 2025, the financial goals were based on both performance relative to our custom peer group and performance against our financial plan performance: Relative Metrics: •Adjusted Pre-Provision Net Revenue / Risk Weighted Assets (RWA) Ratio (35% weight): This metric reflects our earnings power against the risk of the balance sheet. •Net Charge-Offs (NCO) / Loans Ratio (15% weight): This metric reflects our credit performance. The target for each metric is based on the peer group median for the trailing 12-month period ending Sept. 30, 2025, to allow for accruals and performance determination, and is compared with the Bank's measures for the same period. Absolute Metrics •Adjusted Pre-Provision Net Revenue less Net Charge-offs (20% weight): This metric reflects core earnings adjusted for credit performance. •Efficiency Ratio (15% weight): This metric reflects our ability to manage expense growth against revenue generation. •Return on Average Assets (15% weight): This metric reflects the earnings power of the balance sheet. The target for each metric is based on Zions' 2025 financial plan that was approved by the Board of Directors in January 2025. Strategic Performance / Board Assessment Multiplier In addition to the financial goals, the annual incentive design includes a multiplier to account for achievements in strategic initiatives and a holistic review of performance, such as absolute performance results relative to budget and external factors. This multiplier can increase or decrease the payout on the financial calculations by up to 30%, not to exceed 175% of target overall. Individual Awards Once the final Bank performance factor is determined based on financial goals and the strategic multiplier, each executive's final award is determined based on their individual targets and performance. The target cash incentive structures were developed based on an analysis by the Committee's consultant of peer compensation structures and target levels by position. The targets for Messrs. Richards and Kyriakakis increased in 2025 to more closely align their target total compensation with the external market. The performance objectives for each Executive Management Committee (EMC) member included descriptions of key priorities for each executive to focus on during 2025. These focus areas and their relative weightings were established in the first quarter of 2025. The performance categories and 2025 priorities are as follows: •Financial Performance •Strategic Leadership •Effective Risk Management •Talent Management and Succession Planning •Other Role-Specific Priorities. 2025 Performance Against Goals Based on the 2025 performance on the financial metrics relative to peers and the multiplier based on the Board assessment, the final pool funding level of 83.0% of target was approved. The details are as follows:
Annual Cash Incentive
| | Threshold (25% of target payout) | Target (100% of target payout) | Maximum (175% of target payout) | Metric Weight | Zions Bancorp-oration Results | Payout % of Target1 | Funding Level | | Relative PPNR/Risk Weighted Assets Ratio | 1.46% | 2.24% | 3.02% | 35% | 1.83% | 60.7% | 21.2% | | Relative Net Charge Offs/Loans Ratio | 0.29% | 0.22% | 0.15% | 15% | 0.20% | 124.8% | 18.7% | | Absolute PPNR less Net Charge-offs2 | $990,400 | $1,238,000 | $1,485,600 | 20% | $1,192,000 | 86.3% | 17.3% | | Absolute Efficiency Ratio2 | 65.01% | 61.91% | 58.81% | 15% | 62.20% | 93.4% | 14.0% | | Absolute Return on Average Assets | 0.85% | 1.06% | 0.13% | 15% | 1.00% | 78.5% | 11.8% | | Funding for Financial Performance | | | | | | | 83.0% | | Strategic Performance/Board Assessment Multiplier | | | | | | | 100.0% | | Total Banking Funding Factor | | | | | | | 83.0% | | 1. Straight line interpolation is used to determine the actual payout percentage. | | | | | | | | | 2. Excludes a $15 million donation to our charitable foundation. | | | | | | | |
Annual Cash Incentive
•For the relative financial goals measured against the peer median for the 12-month period ending Sept. 30, 2025, the Bank performed below target on the Relative PPNR / Risk Weighted Assets ratio and exceeded target for the Net Charge-Offs / Loans ratio. •For the absolute financial goals measured against the Bank's 2025 financial plan, the Bank performed slightly below target on each metric. •The weighted score for all of the financial metrics was 83.0% of target. •The Committee may consider other holistic inputs to determine the multiplier based on strategic performance and the Board assessment. The Committee approved a multiplier of100% of target, which maintained the overall funding factor. •When the scores for the financial goals and the Board determined multiplier were combined, the overall funding (the total bank funding factor) for the annual incentive was 83.0% of target. In February 2026, the CEO provided his assessment for each NEO’s performance against his or her pre-established quantitative and qualitative performance categories, and he recommended incentive awards accordingly. Mr. Simmons did not make any recommendations regarding himself. The Chief Risk Officer also conducted an assessment of each NEO’s risk management effectiveness for consideration in the determination of their overall performance rating, excluding himself. 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. 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 2025 performance year. All of our NEOs received cash incentive awards that were below target, based on overall Bank performance in 2025 and adjusted for each NEO based on individual performance.
Annual Cash Incentive
| 2025 Annual Cash Incentive Award | | | | | | | Name | Target Cash Incentive | | Actual Cash Incentive Award | | % of Target Awarded | | Harris H. Simmons | | 1,688,263 | | 1,326,975 | 78.6% | | R. Ryan Richards | | 576,000 | | 465,000 | 80.7% | | Scott J. McLean | | 858,763 | | 675,000 | 78.6% | | Christopher Kyriakakis | | 406,000 | | 385,000 | 94.8% | | Paul E. Burdiss | | 675,165 | | 675,165 | 100.0% |
Annual Cash Incentive
Additional Detail on Individual Performance Assessments In 2025, the Bank continued to make meaningful progress on its strategic priorities, demonstrating disciplined execution and strengthening the foundation of its franchise. There was steady momentum across core business activities, supported by a more resilient funding mix and ongoing investment in customer‑focused innovation. During the year, the Bank also navigated an isolated credit‑related challenge stemming from a legacy lending relationship, which introduced near‑term volatility but did not reflect broader portfolio trends. Throughout this period, Zions’ strong capital position, stable credit performance, and commitment to prudent risk management helped mitigate the impact of these developments. Overall, the Bank closed the year with reinforced operational resilience and a durable platform for continued long‑term value creation. The Committee noted Zions’ continued momentum and strategic progress, together with Mr. Simmons’ leadership achievements throughout 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 multi-year cash incentive units in the form of value sharing plan (VSP) 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. The 2025 awards were comprised of 50% multi-year cash incentive units or value sharing plan units and 50% RSUs for all NEOs except Mr. Kyriakakis. To avoid any potential conflict of interest inherent in the risk oversight function, Mr. Kyriakakis did not receive performance‑based value sharing units in 2025 and is instead granted 100% time‑based RSUs. 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. The following table summarizes the long-term awards granted in 2025:
Long-Term Incentives
| 2025 Long-Term Incentive Grants | | | | | | | | | | Name | 2025 - 2027 Value Sharing Plan | | Annual Restricted Stock Units1 | | Supplemental Restricted Stock Units | | Total | | | Harris H. Simmons | | 2,138,467 | | 2,138,467 | | | | 4,276,934 | | R. Ryan Richards | | 480,000 | | 480,000 | | 100,000 | | 1,060,000 | | Scott J. McLean | | 933,438 | | 933,438 | | | | 1,866,876 | | Christopher Kyriakakis2 | | — | | 638,000 | | 100,000 | | 738,000 | | Paul E. Burdiss | | 708,923 | | 708,923 | | | | 1,417,846 | | 1. Amounts above represent rounded target values as of the date of grant, based on the Bank’s stock price on Feb. 12, 2025, and therefore 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. | | | | | | | | | | 2. The award for Mr. Kyriakakis is not split between VSP units and RSUs. To avoid any potential conflict of interest inherent in the risk oversight function, Mr. Kyriakakis did not receive performance‑based VSP units in 2025 and is instead granted 100% time‑based RSUs. | | | | | | | | |
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% | | — | | Straight-line interpolation is used between data points. | | | | | | | | |
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 | | — | | Straight-line interpolation is used between data points | | | | | |
Restricted Stock Unit Awards
Restricted Stock Unit Awards In February 2025, 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 their compensation with the interests of shareholders. 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 The Committee retained FW Cook to serve as its independent executive compensation consultant. In 2025, FW Cook provided guidance and advice to the Committee on matters covered by its charter, including executive compensation and proxy disclosure assistance. FW Cook has not performed any other work for management. The Committee has reviewed and confirmed the independence of FW Cook and will do so on an annual basis.
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.
2025 Peer Compensation Benchmarking
2025 Peer Compensation Benchmarking Annually, the Committee reviews the custom peer group and considers changes deemed necessary to ensure that the nature and size of the organizations continue to be appropriate. The following 18 companies were established as the peer group in December 2023 and used by the Committee to benchmark and inform 2025 target compensation for executives.
2025 Peer Compensation Benchmarking
| •BOK Financial Corporation (BOKF) | •Huntington Bancshares Incorporated (HBAN) | | •Citizens Financial Group, Inc. (CFG) | •KeyCorp (KEY) | | •Cadence Bank (CADE) | •M&T Bank Corporation (MTB) | | •Colombia Banking System (COLB) | •Pinnacle Financial Partners (PNFP) | | •Comerica Incorporated (CMA) | •Regions Financial Corporation (RF) | | •Cullen / Frost Bankers, Inc (CFR) | •Synovus Financial Corp. (SNV) | | •East West Bancorp, Inc. (EWBC) | •Webster Bank (WBS) | | •Fifth Third Bancorp (FITB) | •Western Alliance Bancorp (WAL) | | •First Horizon National Corp (FHN) | •WinTrust Financial Corporation (WTFC) |
2025 Peer Compensation Benchmarking
This peer group was also reviewed in December 2024, and maintained with no changes to be used for relative metrics in the annual incentive plan and value sharing plans in 2025. During that review, the Bank continued to rank close to the median of the custom peer group in asset size (65th percentile) and total revenue (54th 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 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., 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.
Profit Sharing
Profit Sharing The 401(k) plan also has a profit-sharing feature that does not require employee contributions and is a discretionary employer contribution based upon the Bank's performance according to a formula approved annually by the Board. In view of the Bank’s profit results in 2024, we made a profit-sharing plan contribution in early 2025 equal to 1.75% of eligible compensation in 2024. Bank profit-sharing contributions are made in the form of our common shares. Participants may diversify the Bank’s profit-sharing contribution into any of the plan’s array of mutual funds after three years of service. Vesting of the Bank contributions is an incremental vesting schedule over five years. The maximum employer-matching contribution and profit-sharing contribution permitted under the plan are limited by Sections 415 and 401(a)(17) of the Internal Revenue Code. Under current regulations, compensation for the purpose of determining benefits in 2024 cannot exceed $350,000. For selected executives, including Mr. Simmons, profit-sharing contributions that cannot be provided due to the compensation limitation are restored in the Bank’s Excess Benefit Plan, which is described below.
EQUITY GRANT PRACTICES
EQUITY GRANT PRACTICES The Compensation Committee oversees long-term equity-based compensation under our omnibus incentive plan. Each February, the Committee approves the total annual equity grant, and individual awards are made that day based on the closing stock price. The grant date for annual equity awards is set as the Committee meeting date, typically a week after the Bank’s earnings announcement. This meeting is scheduled about a year in advance to avoid timing the release of material non-public information. CEO awards are granted by the Committee after approval by independent Board members. Awards for other executive officers are reviewed and approved by the Committee. Management allocates equity-based grants for other groups, with individual recommendations from group heads. The Committee has also delegated a budget to the CEO for off-cycle grants for non-executive officers, new hires, and retention needs, which must be ratified by the Board. These grants are made on the first trading day of the month following the employee’s hire date or the CEO's approval.
Compensation Committee
| SUMMARY COMPENSATION TABLE |
Compensation Committee
| Name and Principal Position1 | Year | Salary ($)2 | Bonus ($)3 | Stock Awards ($)4 | Option Awards ($)5 | Nonequity Incentive Plan Compen-sation ($)6 | Change in Pension Value and Nonqualified Deferred Compen-sation Earnings ($)7, 8 | All Other Compen-sation ($)9 | Total ($) | | Harris H. Simmons Chairman and Chief Executive Officer Zions Bancorporation | 2025 | 1,125,509 | — | 1,762,847 | — | 2,337,963 | 69,165 | 62,554 | 5,358,037 | | | 2024 | 1,092,727 | — | 1,663,441 | — | 2,817,986 | 67,399 | 83,983 | 5,725,536 | | | 2023 | 1,060,900 | 1,145,772 | 1,557,584 | 449,447 | 460,719 | 67,640 | 97,179 | 4,839,241 | | R. Ryan Richards Chief Financial Officer Zions Bancorporation | 2025 | 640,000 | — | 579,967 | — | 547,500 | | 21,788 | 1,789,255 | | | 2024 | 566,884 | — | 412,443 | — | 444,525 | | 22,125 | 1,445,977 | | Scott J. McLean President and Chief Operating Officer Zions Bancorporation | 2025 | 780,750 | — | 769,461 | — | 1,088,276 | | 21,533 | 2,660,020 | | | 2024 | 759,000 | — | 809,476 | — | 1,465,760 | | 21,957 | 3,056,193 | | | 2023 | 732,000 | 594,000 | 636,722 | 183,729 | 238,192 | | 23,193 | 2,407,836 | | Christopher Kyriakakis Chief Risk Officer Zions Bancorporation | 2025 | 580,000 | — | 737,971 | — | 458,333 | | 22,904 | 1,799,208 | | Paul E. Burdiss Former Chief Executive Officer Zions Bank | 2025 | 675,165 | — | 622,933 | — | 1,005,986 | | 21,788 | 2,325,872 | | | 2024 | 655,500 | — | 630,152 | — | 1,148,567 | | 22,125 | 2,456,344 | | | 2023 | 635,558 | 471,000 | 566,200 | 147,075 | 193,955 | | 22,578 | 2,036,366 |
Compensation Committee
| 2025 GRANTS OF PLAN-BASED AWARDS |
Compensation Committee
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025 |
Compensation Committee
| OPTION EXERCISES AND STOCK VESTED IN 2025 |
Compensation Committee
| 2025 PENSION BENEFITS |
Compensation Committee
| 2025 NONQUALIFIED DEFERRED COMPENSATION |
Compensation Committee
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |
MEDICAL AND DENTAL BENEFITS
| Potential Payments Upon Termination or a Change in Control | | | | | | | Executive Benefits and Payments Upon Termination | Voluntary Termination/ Retirement ($) | 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 | — | — | — | 1,125,509(1) | 8,441,316(2)(3) | | Accelerated Vesting of Long-Term Incentives | — | —(6) | — | — | 948,465 (7) | | Retirement Plans | — | — | — | — | — (4) | | Other Benefits | — | — | — | — | 78,618 (5) | | R. Ryan Richards | | | | | | | Severance | — | — | — | 640,000(1) | 3,648,000 (2)(3) | | Accelerated Vesting of Long-Term Incentives | — | 1,282,609(6) | — | — | 1,282,609 (7) | | Retirement Plans | — | 9,214 | — | — | 9,214 (4) | | Other Benefits | — | — | — | — | 78,618 (5) | | Scott J. McLean | | | | | | | Severance | — | — | — | 780,750(1) | 5,035,838(2)(3) | | Accelerated Vesting of Long-Term Incentives | — | —(6) | — | — | 397,160 (7) | | Retirement Plans | — | — | — | — | — (4) | | Other Benefits | — | — | — | — | 57,467 (5) | | Christopher Kyriakakis | | | | | | | Severance | — | — | — | 580,000(1) | 2,958,000 (2)(3) | | Accelerated Vesting of Long-Term Incentives | — | 1,828,299(6) | — | — | 1,282,299 (7) | | Retirement Plans | — | 3,821 | — | — | 3,821 (4) | | Other Benefits | — | — | — | — | 78,618 (5) | | Paul E. Burdiss | | | | | | | Severance | — | — | — | 675,165(1) | 4,050,990 (2)(3) | | Accelerated Vesting of Long-Term Incentives | — | —(6) | — | — | 311,968 (7) | | Retirement Plans | — | — | — | — | — (4) | | Other Benefits | — | — | — | — | 26,989 (5) |
MEDICAL AND DENTAL BENEFITS
| CEO PAY RATIO 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 ($) | Peer Group TSR ($) | | | | 2025 | 5,358,037 | 5,916,190 | 2,143,588 | 2,320,116 | 159.50 | 152.71 | 899 | 1,177 | | 2024 | 5,725,536 | 6,999,699 | 2,021,136 | 2,402,656 | 142.93 | 143.39 | 784 | 1,071 | | 2023 | 4,839,241 | 4,267,748 | 1,939,844 | 1,791,937 | 111.59 | 126.67 | 680 | 1,134 | | 2022 | 5,168,047 | 4,494,398 | 2,115,956 | 1,853,618 | 119.29 | 127.17 | 907 | 1,273 | | 2021 | 4,656,113 | 6,857,334 | 1,980,572 | 2,785,070 | 149.11 | 136.64 | 1,129 | 1,115 |
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND BANK TOTAL SHAREHOLDER RETURN ("TSR")
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND BANK TOTAL SHAREHOLDER RETURN ("TSR") The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Bank’s cumulative TSR over the five most recently completed fiscal years and the Peer Group’s TSR over the same period.
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND NET INCOME
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND NET INCOME The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND ADJUSTED PPNR LESS NET CHARGE-OFFS
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND ADJUSTED PPNR LESS NET CHARGE-OFFS The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted Pre-Provision Net Revenue (Adjusted PPNR) less Net Charge-offs (Non-GAAP), during the five most recent fiscal years.
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND ADJUSTED PPNR LESS NET CHARGE-OFFS
| NON-GAAP FINANCIAL MEASURES |
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND ADJUSTED PPNR LESS NET CHARGE-OFFS
Reconciliations between the applicable GAAP measures and the corresponding non-GAAP measures are provided in the accompanying schedule. We believe these adjustments are relevant to evaluating ongoing operating results and offer a meaningful basis for comparing performance across periods. Management uses these non-GAAP measures to assess both financial performance and position. Presenting these measures enables investors to evaluate our results using the same approach applied by management and commonly used within the financial services industry. Non-GAAP financial measures have inherent limitations and may not be directly comparable to similar measures reported by other financial institutions. While these measures are commonly used by stakeholders to evaluate company performance, they should be viewed as supplemental and not as a substitute for analysis of results prepared in accordance with GAAP. Non-GAAP measures should not be considered in isolation, as they provide an incomplete perspective without reference to GAAP-based financial information. The following schedule presents a reconciliation of GAAP noninterest expense, taxable-equivalent net interest income, and noninterest income to the non-GAAP efficiency ratio and pre-provision net revenue less net charge-offs.
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND ADJUSTED PPNR LESS NET CHARGE-OFFS
| Efficiency Ratio (Non-GAAP) and Adjusted Pretax, Pre-provision Net Revenue Less Net Charge-offs (Non-GAAP) | | | | | | $ in millions | | 2025 | 2024 | 2023 | | Pre-provision Net Revenue (PPNR) | | | | | | (a) | Total noninterest expense (GAAP) | $2,138 | $2,046 | $2,097 | | | LESS adjustments: | | | | | | Severance costs | 16 | 3 | 14 | | | Other real estate expense, net | (2) | (1) | — | | | Amortization of core deposit and other intangibles | 8 | 7 | 6 | | | Restructuring costs | — | — | 1 | | | SBIC investment success fee accrual | 5 | 1 | — | | | FDIC special assessment | (11) | 11 | 90 | | (b) | Total adjustments | 16 | 21 | 111 | | (c)=(a-b) | Adjusted noninterest expense (non-GAAP) | $2,122 | $2,025 | $1,986 | | (d) | Net interest income (GAAP) | $2,627 | $2,430 | $2,438 | | (e) | Fully taxable-equivalent adjustments | 46 | 45 | 41 | | (f)=(d+e) | Taxable-equivalent net interest income (non-GAAP) | 2,673 | 2,475 | 2,479 | | (g) | Customer-related noninterest income (GAAP) | 662 | 639 | 616 | | (h) | Net credit valuation adjustment (CVA) 1 | (9) | — | (4) | | (i)=(g-h) | Adjusted customer-related noninterest income (non-GAAP) | 671 | 639 | 620 | | (j) | Noncustomer-related noninterest income (GAAP) | 96 | 61 | 61 | | (k) | Securities gains (losses), net | 52 | 19 | 4 | | (l)=(j-k) | Adjusted noncustomer-related noninterest income (non-GAAP) | 44 | 42 | 57 | | (m)=(f+g+j) | Combined income (non-GAAP) | $3,431 | $3,175 | $3,156 | | (n)=(f+i+l) | Adjusted taxable-equivalent revenue (non-GAAP) | 3,388 | 3,156 | 3,156 | | (m)-(a) | Pre-provision net revenue (non-GAAP) | $1,293 | $1,129 | $1,059 | | (o)=(n-c) | Adjusted PPNR (non-GAAP) | 1,266 | 1,131 | 1,170 | | (p) | Net Charge-offs | 89 | 60 | 36 | | (q)=(o-p) | Adjusted Pre-provision Net Revenue less Net Charge-offs (non-GAAP)1 | 1,177 | 1,071 | 1,134 | | (c/n) | Efficiency Ratio (non-GAAP) 2 | 62.6% | 64.2% | 62.9% |
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND ADJUSTED PPNR LESS NET CHARGE-OFFS
1. Effective the first quarter of 2025, capital markets fees and income included the net CVA, which was previously disclosed under noncustomer-related noninterest income as fair value and nonhedge derivative income. 2. Excluding the $15 million charitable contribution, adjusted pre-provision net revenue less charge-offs for 2025 would have been $1.192 billion, and the efficiency ratio would have been 62.2%.
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND ADJUSTED PPNR LESS NET CHARGE-OFFS
| Proposal 4: Shareholder Proposal Requesting a Report on Risks from Misalignment Between Company Policies and Customer Base |
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND ADJUSTED PPNR LESS NET CHARGE-OFFS
We have been notified that The Heritage Foundation, c/o Jerry Bowyer, Bowyer Research, P.O. Box 120, McKeesport, PA 15135, intends to present a proposal for consideration at our 2026 Annual Meeting of Shareholders (“Shareholder Proposal”). The Heritage Foundation has submitted documentation indicating that it is the beneficial owner of no fewer than $25,000 worth of shares of our common stock. The text of the Shareholder Proposal and supporting statement (including footnotes) appear as received by us. We make no representations as to the truth or validity of the assertions made in the proposal and supporting statement.