SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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March 18, 2021
You are cordially invited to participate in the Annual Meeting of Shareholders of Zions Bancorporation, N.A. to be held on Friday, April 30, 2021, at 1 p.m. Mountain Daylight Time. For your convenience, we are pleased to inform you that the annual meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to participate in the annual meeting online, vote your shares electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/ZION2021. Details regarding how to participate in the meeting online and the business to be conducted at the annual meeting are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement.
We are furnishing our proxy materials to you over the internet as allowed by the rules of the Securities and Exchange Commission. Accordingly, on or about March 19, 2021, we will send a Notice of Internet Availability of Proxy Materials, or Notice, which will provide instructions on how to access our Proxy Statement and annual report online. This is designed to reduce our printing and mailing costs and the environmental impact of our proxy materials. A paper copy of our proxy materials may be requested through one of the methods described in the Notice.
It is important that all shareholders participate in or be represented at the meeting. Whether or not you plan to participate in the meeting, please promptly submit your proxy by following the instructions found on the Notice. The prompt submission of proxies will save the Bank the expense of further requests, which might otherwise be necessary in order to ensure a quorum.
Shareholders, media representatives, analysts, and the public are welcome to listen to the annual meeting via the live webcast.
My CEO letter summarizing our financial results and strategy may be found in our Year in Review on our website at www.zionsbancorp.com. Thank you for your continued investment.
Harris H. Simmons
Chairman and Chief Executive Officer
The following charts provide a summary of Zions Bancorporation's 2021 Annual Meeting of Shareholders and our corporate governance and executive compensation practices. Please read the entire Proxy Statement for detailed information prior to voting.
Date and Time: Friday, April 30, 2021
1 p.m., Mountain Daylight Time
Location: We will host the annual meeting live via webcast. Any shareholder may participate in the annual
meeting live online at www.virtualshareholdermeeting.com/ZION2021. If you were a shareholder
or joint holder as of the Record Date, or you hold a valid proxy for the annual meeting, you can
vote at the annual meeting. A summary of the information you need to participate in the annual meeting online is provided below:
•Instructions on how to participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/ZION2021;
•You will need your 16-Digit Control Number to enter the annual meeting; and
•Shareholders may vote and submit questions while participating in the annual meeting via the internet.
Record Date: Feb. 25, 2021
Common shareholders as of the Record Date are entitled to vote by using one of the following methods:
Prior to the Meeting
•Internet – Visit www.proxyvote.com and enter your 16-digit control number that appears on your proxy card, email notice, or Notice of Internet Availability of Proxy Materials
•Mail – If you requested printed copies of the proxy materials, fill out the proxy card and return it in the envelope provided to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717
•Mobile Device (tablet or smartphone) – scan the Quick Response Code that appears on your proxy card or Notice of Internet Availability of Proxy Materials (may require free software)
•Telephone – call 1-800-690-6903 and follow the recorded instructions. You will need to enter your 16-digit control number that appears on your proxy card
During the Meeting
•Internet – To be admitted to the annual meeting, visit www.virtualshareholdermeeting.com/ZION2021 and enter your 16-digit control number that appears on your proxy card, email notice, or Notice of Internet Availability of Proxy Materials. You may vote during the annual meeting by following the instructions available on the meeting website during the meeting.
*Following the scheduled retirement of Director Heaney and anticipated election of Ms. Contreras-Sweet to the Board of Directors, the average director tenure following the annual meeting will be 7.5 years, gender diversity on the Board will be 36%, and racial/ethnic diversity on the Board will be 36%.
One South Main Street, 11th Floor
Salt Lake City, Utah 84133-1109
To the shareholders of Zions Bancorporation, N.A.:
The 2021 Annual Meeting of Shareholders of Zions Bancorporation, N.A. will be held:
Date: April 30, 2021
Time: 1 p.m., local time
Place: We will host the annual meeting live via webcast. Any shareholder can participate in the annual meeting
live online at www.virtualshareholdermeeting.com/ZION2021. If you were a shareholder or joint holder as
of the Record Date, or you hold a valid proxy for the annual meeting, you can vote at the annual meeting.
A summary of the information you need to participate in the annual meeting online is provided below:
•Instructions on how to participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/ZION2021;
•You will need your 16-Digit Control Number to enter the annual meeting; and
•Shareholders may vote and submit questions while participating in the annual meeting via the internet.
Purpose of the Annual Meeting:
1.To elect 11 directors for a one-year term (Proposal 1)
2.To ratify the appointment of our independent registered public accounting firm for our fiscal year ending Dec. 31, 2021 (Proposal 2)
3.To approve, on a nonbinding advisory basis, the compensation paid to our named executive officers with respect to the fiscal year ended Dec. 31, 2020 (Proposal 3)
Record Date: Only shareholders of record on Feb. 25, 2021, are entitled to notice of, and to vote at, the annual meeting.
By order of the Board of Directors
Thomas E. Laursen
Salt Lake City, Utah
March 18, 2021
One South Main Street, 11th Floor
Salt Lake City, Utah 84133-1109
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 30, 2021, at 1 p.m. Mountain Daylight Time via webcast at www.virtualshareholdermeeting.com/ZION2021, as described on page 1.
In accordance with rules and regulations of the Securities and Exchange Commission, 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 19, 2021, 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. 25, 2021, 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:
Ø FOR the election of the 11 directors listed on page 4 to a one-year term of office (Proposal 1)
Ø FOR ratification of the appointment of our independent registered public accounting firm for 2021 (Proposal 2)
Ø 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, 2020 (Proposal 3)
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 163,633,564 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 that 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 “non-discretionary” 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 the proposal to approve the 2020 compensation of our named executive officers on a nonbinding advisory basis (Proposal 3), 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.
The Notice of Annual Meeting and Proxy Statement and Annual Report on Form 10-K for the year ended Dec. 31, 2020, are available at www.zionsbancorporation.com/annualreport.
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, 2020, including the financial statements and schedules thereto, as filed with the Securities and Exchange Commission. 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.
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.
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 14 of this Proxy Statement for a listing of the Board committee membership of each nominee.
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.
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.
During 2020, our full Board held seven meetings and three optional calls to discuss the Bank's ongoing response to the Covid-19 pandemic and the Small Business Administration's Paycheck Protection Program. The nonmanagement directors met in confidential “executive sessions” five 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 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.
The Board establishes director compensation. The Compensation Committee, with the assistance of outside consultants, periodically reviews the amount and composition of director compensation and makes recommendations to the Board.
Nonexecutive members of the Board receive an annual retainer, which is paid quarterly. The following table shows the current compensation structure for nonemployee directors. Directors who are full-time compensated employees of the Bank do not receive either the retainer or any other compensation for attendance at meetings of the Board or its committees.
1.Includes committee chair
2.The number of restricted stock shares or units is determined by dividing $91,500 by the closing price of Zions Bancorporation common stock on the grant date and rounding to the nearest whole share.
We maintain a Deferred Compensation Plan for directors, pursuant to which a director may elect to defer receipt of all or a portion of his or her compensation until retirement or resignation from the Board. Amounts deferred are held in a rabbi trust and invested in either a guaranteed income investment fund or our common shares based upon the director’s election, subject to plan limitations. Settlement is made only in cash, unless in our sole discretion we determine to make a distribution in kind (or partly in kind and partly in cash), and is based on the current market value of the account.
1.Harris H. Simmons, the Bank’s Chairman and CEO, and Scott J. McLean, the Bank’s President and COO, are not included in this table because they are employees of the Bank and thus receive no compensation as directors. Their compensation as employees of the Bank is shown in the Summary Compensation table on page 42.
2.Amounts earned include fees deferred by participating directors under the Zions Bancorporation Deferred Compensation Plan for Directors.
3.Grants of 2,961 shares of restricted stock were made to each director effective May 1, 2020, under the 2015 Omnibus Incentive Plan, which vested immediately on the date of grant. The fair market value on the date of grant was $30.90 per share. Ms. Huang was elected to the Board on July 1, 2020, and received a prorated grant of 2,343 shares of restricted stock, which vested immediately, with a fair market value of $32.55 per share.
4.The directors’ stock option awards outstanding as of Dec. 31, 2020, are set forth in the table below.
5.In 2020, Mr. Heaney served as a member of the advisory board of Zions Bancorporation, N.A.’s Amegy Bank division. His 2020 advisory board compensation is reported in the “All Other Compensation” column. Mr. Heaney reached retirement age as specified in the Bank's Corporate Governance Guidelines and therefore has not been nominated to stand for reelection at the 2021 annual meeting.
6.Mr. Atkin retired from the Board on July 1, 2020.
7.Ms. Huang was elected to the Board on July 1, 2020.
1. As described above, all restricted stock awards are vested upon grant and accordingly no awards were outstanding at year-end.
We are committed to high standards of ethics and sound corporate governance, including oversight of the Bank’s affairs by a strong, qualified and independent board of directors. We regularly review and consider enhancements to our corporate governance guidelines and practices. See the "Governance and Compensation Summary" on page ii for a summary of our corporate governance practices.
In addition to the elements of corporate governance reflected in our Board structure and responsibilities, we maintain a comprehensive set of corporate governance guidelines and policies. These are adopted and updated by the Board upon the recommendation of the Nominating and Corporate Governance Committee and include the following:
•Corporate Governance Guidelines, which address our Board’s structure and responsibilities, including the Board’s role in management succession planning and the evaluation and compensation of executive officers;
•Code of Business Conduct and Ethics, which applies to all of our officers and employees, including the CEO, president and COO, CFO, and controller;
•Code of Business Conduct and Ethics for members of the Board;
•Related-Party Transactions Policy, which prohibits certain transactions between the Bank and its directors, executive officers, and 5% shareholders without necessary disclosure and approval or ratification;
•Stock Ownership and Retention Guidelines, under which our executive officers and directors are expected to hold specified amounts of our common shares; and
•Policies prohibiting hedging and restricting pledging of Bank stock by directors or executive officers.
•Incentive Compensation Clawback Policy, which allows the Bank to, among other actions, recapture prior incentive compensation or cancel all or a portion of long-term incentive awards granted to an employee
These guidelines and policies are posted on our website at www.zionsbancorporation.com and can be accessed by clicking on “Corporate Governance.” Our Board committee charters and information concerning purchases and sales of our equity securities by our executive officers and directors are also available on our website.
Corporate Responsibility: Environmental, Social and Governance Practices
In addition to our corporate governance practices, the Bank continues actively to support and serve its customers and communities by following principles that promote social and environmental responsibility, diversity, equity and inclusion. With oversight from the Board and its Nominating and Corporate Governance Committee, the Bank published its latest Corporate Responsibility Report in the summer of 2020 to provide our shareholders and other stakeholders with greater transparency about the Bank's commitment to these principles. Some of the Bank's ESG-related actions during 2020, as more fully described in the report, included providing over 44,000 Paycheck Protection Program loans totaling $6.9 billion to small businesses and nonprofit organizations, making us the ninth largest provider of this form of financing in the nation during the early days of the Covid-19 pandemic; bolstering environmental sustainability, including breaking ground on a new 400,000-square-foot technology and operations campus anticipated to achieve a Platinum LEED certification, with 75% of the building's power from on-site renewable solar energy; and continuing to use analytics, training and community outreach to attract and engage a diverse team as reflected by the membership of our Board, executives and other employees.
Our Board continues to be strongly independent. The Board has determined that 9 of our 11 Board nominees are “independent” as defined by the rules of The Nasdaq Stock Market LLC, or Nasdaq, and our Corporate Governance Guidelines. In addition, the Board’s lead director, the chairpersons of each of the Board’s committees, and all of the members of the Board’s standing committees, other than the Executive Committee, are independent. As noted elsewhere in this Proxy Statement, members of management serving on the Board include Chairman and CEO Harris H. Simmons and President and COO Scott McLean.
Under our Corporate Governance Guidelines, a director will be considered independent only if he or she: (i) is “independent” under Nasdaq rules, and (ii) does not have any relationship that, in the opinion of the Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Each director is required to inform the chairperson of the Bank’s Nominating and Corporate Governance Committee of any such direct or indirect relationship between the director and the Bank or its subsidiaries (such as where the director is a partner, shareholder or officer of an organization that has any relationship with the Bank or any of its subsidiaries) that could interfere with the director’s exercise of independent judgment. In determining whether any such relationship in fact would interfere with a director’s exercise of independent judgment, the Board considers such factors as it deems appropriate, such as the relative magnitude of the relationship, the financial or other importance of the relationship to the director and the Bank and its subsidiaries, and whether the relationship was made in the ordinary course on arms-length terms for which substitute arrangements are readily available to the director and the Bank and its subsidiaries. Applying this definition, the Board has determined that all of our directors are independent except for Harris H. Simmons, who is the chairman and CEO of the Bank, and Scott J. McLean, president and COO of the Bank. In addition, members of the Board committees must meet all other independence and experience standards required by law or rules and regulations of governmental agencies or self-regulatory bodies.
Our Board considers its governance periodically and believes, at this time, that combining the roles of chairman and CEO is the most appropriate leadership structure for the Bank. In reaching this view, the Board took into consideration several factors. Our CEO, Harris H. Simmons, has over 40 years of experience with the Bank, including 30 years of service as our CEO. His knowledge, experience, and personality allow him to serve ably as both chairman and CEO. Combining the roles of chairman and CEO facilitates a single, focused structure to implement the Bank’s strategic initiatives and business plans.
At the same time, the Board feels that the current governance structure—which includes regular executive sessions each chaired by an independent lead director; meetings with the Bank’s external auditors, internal auditors, and other consultants; meetings with members of our management; and active Board and committee members—provides effective challenge and appropriate oversight of the Bank’s policies and business. The Board believes that separating the chairman and CEO positions would not strengthen the effectiveness of the Board.
This structure was affirmed by votes of the shareholders in 2010, and each of 2013-2017, and allows the Board discretion to select the person or persons most qualified to lead the Bank.
Each member of the Board is charged with exercising independent judgment and critically evaluating management’s performance and decisions. In order to facilitate and support an active and independent board, and in keeping with our corporate governance philosophy and commitment to effective oversight, the Bank’s Corporate Governance Guidelines provide that, in the event the chairman of the Board is an executive officer of the Bank, an independent director selected solely by the Bank’s independent directors will serve as the “lead director.” The role of the lead director is to provide an independent counterbalance to our structure of a combined CEO/chairman role, by exercising the following duties:
•Presiding at all meetings of the Board at which the chairman of the Board is not present, including executive sessions of the independent directors;
•Calling meetings of independent directors;
•Serving as a liaison between the chairman of the Board and the independent directors, including providing feedback to the chairman from the Board’s executive sessions and discussing with other directors any concerns they may have about the Bank and its performance, and relaying those concerns, where appropriate, to the full Board;
•Conducting calls with each Board member as part of the Board’s effectiveness review process;
•Consulting with the CEO regarding the concerns of the directors;
•Being available for consultation with the senior executives of the Bank as to any concerns any such executive might have;
•Communicating with shareholders upon request;
•Advising the chairman of the Board regarding, and approving, Board meeting schedules, agendas, and information provided to the Board; and
•Otherwise providing Board leadership when the chairman of the Board cannot or should not act in that role.
Further, our Board’s Audit, Compensation, Risk Oversight, and Nominating and Corporate Governance Committees are composed entirely of independent directors. Our Executive Committee includes our CEO and five independent directors. All five of our standing committees are chaired by independent directors.
Our Board’s standing committees are:
•Risk Oversight Committee
•Nominating and Corporate Governance Committee
Members of committees are appointed by the Board following recommendation by the Nominating and Corporate Governance Committee and serve at the pleasure of the Board for such term as the Board determines. All committees other than the Executive Committee have written charters. The Executive Committee’s authority is incorporated in the Bank’s Bylaws. The current versions of the written committee charters are posted on our website at www.zionsbancorporation.com and can be accessed by clicking on the “Corporate Governance” link. Periodically, our general counsel (with the assistance of outside counsel and other advisors, as appropriate) reviews all committee charters in light of any changes in exchange listing rules, SEC regulations or other evidence of “best practices.” The results of the review and any recommended changes are discussed with the committees, which review their charters at least annually. The full Board then approves the charters, with any revisions it deems appropriate, based on the committees’ recommendations. In addition, each Board committee conducts an annual effectiveness review. All of the committee charters were reviewed and minor updates made as needed during 2020.
The Board appoints one member of each committee as its chairperson. Chair positions are rotated at the Board’s discretion. The committee calendars, meetings, and meeting agendas are set by the chairperson of the respective committee. As with full Board meetings, the CEO and other members of management are frequently invited to attend various committee meetings (or portions thereof) to provide information relating to their areas of responsibility. Members of management attend executive sessions only on invitation.
According to their charters, each of the Board’s committees has the authority to select, retain, terminate, and approve the fees of experts or consultants, as it deems appropriate, without seeking approval of the Board or management.
The following table provides membership information for each of the Board’s standing committees as of the record date of this Proxy Statement.
Our Executive Committee had six members during 2020. The Executive Committee reviews projects or proposals that require prompt action from the Bank. Subject to certain exceptions, the Executive Committee is authorized to exercise all powers of the full Board with respect to such projects or proposals when it is not practical to delay action pending approval by the entire Board. The Executive Committee does not have authority to approve or adopt, or recommend to the shareholders, any action or matter expressly required by law to be submitted to the shareholders for approval; adopt, amend, or repeal the Restated Articles of Incorporation or Restated Bylaws of the Bank; or remove or indemnify directors. The chairman of the Executive Committee is an independent director and serves as the lead director. The Executive Committee did not have occasion to meet in 2020.
Our Audit Committee had four members and met 12 times during 2020. A written charter approved by the Board governs the Audit Committee. Each of its members is independent, determined as described in its committee charter. Information regarding the functions performed by the Audit Committee and its membership is set forth in its charter and highlighted in the “Report of the Audit Committee” included in this Proxy Statement. The Board has determined that Directors Edward F. Murphy, Gary L. Crittenden and Stephen D. Quinn are audit committee financial experts with experience and attributes in accordance with the rules of the SEC and Nasdaq’s listing standards.
RISK OVERSIGHT COMMITTEE
Our Risk Oversight Committee had four members and met eight times during 2020. A written charter approved by the Board governs the Risk Oversight Committee. Each of its members is independent, determined as described in its committee charter. The Risk Oversight Committee serves to provide oversight of the Bank’s enterprise-wide risk management framework, including the strategies, policies, procedures, and systems established by management to assess, understand, measure, monitor, and manage the Bank’s material risks. The Board has also determined that the experience and backgrounds of the members of the Risk Oversight Committee collectively satisfy the pertinent requirements under its committee charter and the Dodd-Frank Act that its members have experience in identifying, assessing, and managing the risks of large, complex, financial firms.
Our Compensation Committee had three members and met four times during 2020. Each of its members is independent, determined as described in its committee charter. The purpose of the Compensation Committee is to discharge the Board’s responsibilities relating to the evaluation and compensation of our executives, including reviewing the Bank’s executive compensation arrangements with a view toward assuring proper balance of objectives, eliminating elements that could encourage unnecessary and excessive risks, and avoiding jeopardy to the safety and soundness of the Bank. The Compensation Committee considers the perspectives of shareholders, regulators, and outside consultants regarding executive compensation and produces reports, filings, and certifications related to compensation, in accordance with the rules and regulations of the SEC and other governmental agencies. The manner in which the Compensation Committee oversees and determines the compensation of our CEO and other executive officers is described in this Proxy Statement under “Compensation Discussion and Analysis.”
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee during 2020 or as of the date of this Proxy Statement is or has been an officer or employee of the Bank, and no executive officer of the Bank served on the compensation committee or board of any company that employed any member of the Bank’s Compensation Committee or Board. None of the members of the Compensation Committee had a relationship that would require disclosure under the “Certain Relationships and Related Transactions” caption of any of our filings with the SEC during the past three fiscal years, except as may be described under “Ordinary Course Loans” in this Proxy Statement.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Our Nominating and Corporate Governance Committee had four members and met three times during 2020. Each of its members is independent, determined as described in its committee charter. The purpose of the committee is to identify and recommend individuals to the Board for nomination as members of the Board and its committees and to assist the Board in oversight of the corporate governance principles of the Bank.
In identifying and recommending nominees for positions on the Board, the Nominating and Corporate Governance Committee places primary emphasis on the following criteria, which are set forth under “Candidates for Board Membership” in our Corporate Governance Guidelines:
•Personal qualities and characteristics, accomplishments, and professional reputation;
•Current knowledge and understanding of the communities in which we do business and in our industry or other industries relevant to our business;
•Ability and willingness to commit adequate time to Board and committee matters;
•Fit of the individual’s skills and qualities with those of other directors and potential directors in building a Board that is effective, collegial, and responsive to the needs of the Bank;
•Diversity of viewpoints, backgrounds, and experience;
•Ability and skill set required to chair committees of the Board; and
•Relevant and significant experience in public companies.
The Nominating and Corporate Governance Committee does not assign specific weights to these criteria. Its objective is to assemble a Board whose members collectively meet the criteria and possess the talents and characteristics necessary to enable the Board to fulfill its responsibilities effectively.
The Nominating and Corporate Governance Committee evaluates each nominee based on the nominee’s individual merits, taking into account our needs and the composition of the Board. Members of the committee discuss and evaluate possible candidates in detail and suggest individuals to explore in more depth. Once a candidate is identified whom the committee wants to seriously consider and move toward nomination, the matter is discussed with the Board. Thereafter, the chairperson of the committee or his or her designee enters into a discussion with that candidate to determine interest and availability.
The Nominating and Corporate Governance Committee also considers candidates recommended by shareholders. The policy adopted by the committee provides that nominees recommended by shareholders are given appropriate consideration in the same manner as other nominees. Shareholders who wish to submit director nominees for consideration by the Nominating and Corporate Governance Committee should follow the process set forth in the Bank’s Bylaws. For more information on this process, see “Shareholder Proposals for 2022 Annual Meeting.”
The Nominating and Corporate Governance Committee oversees production of the Bank's Corporate Responsibility Report, which may be accessed at www.zionsbancorporation.com.
Risk Management Philosophy and Framework
The Bank has developed a multifaceted and comprehensive approach to risk management. We recognize that risk is inherent in our business. To mitigate the inherent risk to a level that is considered safe and appropriate, we have established a risk management process and philosophy that encourage enterprise-wide involvement in understanding and managing risks so that we may align levels and types of risk that we undertake with our business strategies, Risk Management Framework, and the interests of shareholders and other stakeholders.
The Bank’s Risk Management Framework is a fundamental component of the Bank’s risk management process. The framework enables the Board and management to better assess, understand, measure, monitor, and manage the risks posed by the Bank’s business. The Risk Management Framework is organized into three lines of defense. The first line of defense rests with the business lines, which are closest to the Bank’s day-to-day activities, have the greatest understanding of key risks, and own and manage those risks. The second line of defense comprises the Bank’s enterprise risk management functions, which are charged with the oversight and monitoring of risks that have been taken by the business lines. Enterprise risk management includes, without limitation, the Bank’s Enterprise Risk Management Committee, which is responsible for adopting and implementing the Risk Management Framework and related procedures. The third line of defense rests with the internal audit function. Internal Audit performs reviews independent of the Bank’s business activities and provides the Board and senior management with independent and objective assurance on the overall effectiveness of governance, risk management, and internal controls. The Board’s Risk Oversight Committee reviews the Risk Management Framework at least annually and refers any recommended amendments to the Board for consideration and approval.
The Board oversees our overall risk management process, and monitors, reviews, and responds to reports and recommendations presented by its committees, management, internal and external auditors, legal counsel, and regulators. Through this ongoing oversight, the Board obtains an understanding of and provides significant input into how our management assesses, quantifies, and manages risk throughout the enterprise. The Board’s active involvement in risk oversight helps to hold management accountable for implementing the Bank’s Risk Management Framework, policies, and practices in a manner that does not encourage unnecessary or excessive risk taking.
The financial services industry faces ongoing and increasing risks and threats associated with its reliance on digital technology to serve its customers. Over the past few years, the Board and its Risk Oversight Committee have spent significant time on overseeing management's efforts to address these growing cyber- and technology-related risks. Our Risk Management Framework includes cybersecurity and technology among our Level 1 risks receiving extensive Board and management oversight. The Bank continues to strengthen its infrastructure and staffing and enhance its comprehensive cybersecurity and technology controls. Improving our resiliency against cybersecurity threats remains a key focus for our Board and all levels of management. Among other actions, we have more clearly identified first-line roles, responsibilities and accountability, provided increased training for all employees, and continue to improve and enhance internal reporting to the Board and its respective committees, including the results of regularly-performed systems vulnerability scans and other controls testing. The Board periodically directs the Bank to engage independent consultants to review and provide guidance and perspective to the Board on further strengthening the Bank's cybersecurity and technology programs. In addition, the Bank engages consultants at both the strategic level and at the technology implementation level to assist it in better managing these risks.
Board Committee Risk Oversight
The Board oversees risk through actions of the full Board and the activities of its Risk Oversight, Audit, and Compensation Committees. Each of the committees regularly reports to the full Board.
Risk Oversight Committee. The Risk Oversight Committee reviews management’s assessment of the Bank’s aggregate enterprise-wide risk profile and the alignment of the risk profile with the Bank’s strategic plan, goals, and objectives. It reviews and oversees the operation of the Bank’s Risk Management Framework. It reviews and recommends the articulation of the Bank’s Risk Management Framework and the overall risk capacity and risk management limits. The Risk Oversight Committee assists the Board and its other committees with their risk related activities, including providing focused oversight of technology and cybersecurity risks. The Risk Oversight Committee coordinates with the Audit Committee and other committees of the Board with regard to areas of overlapping responsibility. The CRO reports directly to the Risk Oversight Committee and directly to the Bank’s CEO. The Risk Oversight Committee and the CEO jointly review the performance of the CRO and, when necessary, oversee the selection of his or her replacement.
Audit Committee. The Audit Committee plays a key role in risk management through its oversight of management’s responsibility to maintain an effective system of internal control over financial reporting. Among other responsibilities, the Audit Committee regularly reviews our earnings releases and annual and quarterly filings with the SEC, and, where appropriate, reviews other selected SEC filings and disclosures regarding financial matters. It also receives formal reports from the Bank’s chief audit executive, the CFO, corporate controller and our general counsel on material matters. The chief audit executive reports directly to the Audit Committee and administratively to the Bank’s CEO. The Audit Committee reviews the performance of the chief audit executive annually, determines that individual’s compensation and, when necessary, oversees the selection of his or her replacement.
Compensation Committee. The Compensation Committee reviews our executive compensation programs and overall compensation arrangements, when appropriate, with external consultants and our senior risk officers, including our CRO, with a view to designing and awarding compensation in ways that align with our Risk Management Framework in discouraging unnecessary and excessive risk taking. As noted in the section titled “Compensation Discussion and Analysis,” the Compensation Committee also evaluates the compliance of our compensation arrangements with applicable laws and guidance or limitations issued by regulatory agencies.
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Bank’s independent registered public accounting firm. The Audit Committee has reappointed the firm of Ernst & Young LLP (EY) as the independent registered public accounting firm to audit the financial statements of the Bank for the year ending Dec. 31, 2021. A resolution will be presented at the meeting to ratify the Audit Committee’s appointment of EY.
EY has audited the Bank’s financial statements each year since 2000. In accordance with SEC rules and EY policies, audit partners are subject to rotation requirements that limit the number of years an individual partner may provide audit services to the Bank. The Audit Committee was directly involved in the selection of the current lead audit partner for the Bank, who was designated commencing with the Bank’s 2020 audit.
Services provided to the Bank and its subsidiaries by EY in fiscal 2020 are described under “Fees paid to EY” below.
For the reasons described in the Report of the Audit Committee included following this proposal on page 19, the members of the Audit Committee and the Board believe that continued retention of EY as the Bank’s independent external auditor is in the best interests of the Bank and its shareholders.
Representatives from EY are expected to be present at the annual meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
The affirmative vote of a majority of votes validly cast for or against the proposal will be required for the ratification of the appointment of our independent registered public accounting firm.
FEES PAID TO EY
The Audit Committee reviews and approves the audit fees associated with the Bank’s retention of EY. Aggregate fees for professional services rendered by EY for the Bank with respect to the years ended December 31, 2020 and 2019, were:
Audit Fees. Audit fees include fees for the annual audit of the Bank’s consolidated financial statements, audits of subsidiary financial statements, and reviews of interim financial statements included in the Bank’s quarterly reports on Form 10-Q. Audit fees also include fees for services closely related to the audit and that in many cases could only be performed by the independent registered public accounting firm.
Audit-Related Fees. Audit-related fees include fees for accounting consultations, audits of employee benefit plans, and certain agreed-upon procedures and compliance engagements.
Tax Fees. Tax fees include fiduciary trust tax compliance and advisory services.
All Other Fees. All other fees billed by EY include miscellaneous fees.
Pre-Approval Policies and Procedures. The Audit Committee has adopted a policy that requires its pre-approval of all services performed by the independent registered public accounting firm, including non-audit services. In determining whether to pre-approve the provision by EY of a permissible non-audit service, the Audit Committee considers whether the provision of the service by EY could impair the independence of EY with respect to the Bank. As part of this process, the Audit Committee considers the facts and circumstances of the proposed engagement, including whether EY can provide the service more effectively and efficiently than other firms because of its familiarity with the Bank’s operations. The Audit Committee also considers the proposed engagement in light of any other non-audit services that EY provides to the Bank and the fees paid to EY for such services. The Audit Committee requires competitive bidding for non-audit services where it is warranted by the facts and circumstances of the proposed engagement. There were no EY services in 2020 or 2019 that were not approved in advance by the Audit Committee.
The following report of the Audit Committee does not constitute soliciting material and should not and will not be deemed filed or incorporated by reference into any other Bank filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Bank specifically incorporates this report by reference therein.
The Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and financial reporting practices of Zions Bancorporation, N.A. For a discussion of the Audit Committee's meetings during 2020 and its role in the Bank's risk oversight, see pages 14 and 17. In addition, the Audit Committee reviewed the allowance for credit losses and related methodology and other selected accounting determinations such as accruals for legal and other loss contingencies. The Audit Committee discussed with Bank management and the external auditor changes in accounting rules or standards that could materially impact the Bank’s financial statements and the implementation of those rules or standards.
In discharging its oversight responsibility, the Audit Committee no less frequently than annually reviews the external auditor’s qualifications, performance and independence in connection with the determination as to whether to retain the external auditor. In conducting its review for its 2021 recommendation to retain EY as the external auditor, the Audit Committee considered a number of factors, including the professional qualifications of the external auditor; the external auditor’s historical and more recent performance in connection with the Bank’s audit, including a review of auditor performance surveys completed by the Audit Committee and management and the external auditor's responses to the same; a review of fees and scope of services; results of the external auditor’s peer reviews and Public Company Accounting Oversight Board (PCAOB) examinations; and an evaluation of the external auditor's independence, including obtaining a formal written statement describing all relationships between the external auditor and the Bank that might bear on such independence and discussing with the external auditor any relationships that may impact objectivity and independence.
In addition, the Audit Committee discussed with management, the chief audit executive, and the external auditor the quality and adequacy of Zions Bancorporation, N.A.’s internal controls over financial reporting and the internal audit function’s organization, responsibilities, budget, and staffing. The Audit Committee reviewed with both the external and internal auditors their audit plans, audit scope, and identification of audit risks.
The Audit Committee discussed and reviewed with the external auditor all communications required to be discussed by the applicable requirements of the PCAOB, SEC, and others, and generally accepted auditing standards, and, with and without management present, discussed and reviewed the results of the external auditor's audit of the financial statements and internal controls over financial reporting. The Audit Committee received the written disclosures and the letter from the external auditor required by the applicable requirements of the PCAOB regarding the external auditor's communications with the Audit Committee. The Audit Committee followed formal policies and procedures governing the pre-approval of audit and permissible non-audit services to be performed by the Bank’s external auditor. The Audit Committee also discussed the results of the internal audit examinations.
During 2020, the Audit Committee reviewed its charter and made minor updates. In addition, the Audit Committee held regular executive sessions without management and private meetings with members of management, regulators of the Bank, internal auditors, and external auditor, and performed other actions deemed necessary to discharge the Audit Committee’s responsibilities. The Audit Committee conducts periodic effectiveness self-evaluations for review with the Board that include a comparison of the performance of the Audit Committee with the requirements of its charter. The Audit Committee’s charter, which describes the Committee’s roles and responsibilities, is available on the Bank’s website at www.zionsbancorporation.com. See the description of the Audit Committee in this Proxy Statement under “Board Committees” and “Board Involvement in Risk Oversight” for further information about the Audit Committee’s composition and responsibilities.
As set forth in the Audit Committee charter, management of the Bank is responsible for the integrity of the Bank’s financial statements and reporting. Management is also responsible for maintaining an effective system of controls over appropriate accounting and financial reporting principles, compliance with accounting standards and applicable laws and regulations, policies and procedures, and ethical standards. The internal auditors are responsible for independently assessing such financial reporting principles, policies, and internal controls as well as monitoring management’s follow-up to any internal audit reports. The external auditors are responsible for planning and carrying out a proper audit of the Bank’s annual financial statements, reviews of the Bank’s quarterly financial statements prior to the filing of each Quarterly Report on Form 10-Q, annually auditing the effectiveness of internal controls over financial reporting and other procedures. The members of the Audit Committee are not full-time employees of the Bank and are not performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards.
The Audit Committee reviewed and discussed the audited financial statements and the report of management on internal control over financial reporting of Zions Bancorporation, N.A. as of and for the year ended Dec. 31, 2020, with management and internal and external auditors. Relying on the reviews and discussions described above, the Audit Committee recommended to the Board that the Zions Bancorporation, N.A. audited financial statements and management’s assessment of internal control over financial reporting be included in the Annual Report on Form 10-K for the year ended Dec. 31, 2020, for filing with the SEC.
Edward F. Murphy, Chairman
Gary L. Crittenden
Claire A. Huang
Stephen D. Quinn
We are required under Section 14A(a)(1) of the Securities Exchange Act of 1934 to provide shareholders with the right to cast a nonbinding vote at our 2021 Annual Meeting of Shareholders regarding the compensation of our named executive officers, as disclosed in this Proxy Statement according to the compensation disclosure rules of the SEC.
Recommendation of the Board:
The Board unanimously recommends that shareholders approve the following resolution:
RESOLVED, that the shareholders hereby approve, on a nonbinding basis, the 2020 compensation of the named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables, and related material.
The Board’s recommendation is based on its belief that our compensation programs operated in accordance with our compensation philosophy and resulted in the payment of an appropriate level of compensation to our named executive officers in 2020.
The Bank’s executive compensation program places heavy emphasis on performance-based compensation, particularly in the form of long-term incentives. In fact, all of our named executive officers, on average, have over two-thirds of their annual target direct compensation dependent upon performance-based incentives. Further, the Bank’s compensation philosophy subjects employee compensation to a clawback policy and other features designed to incentivize employees to manage the Bank’s risks carefully and avoid acts and practices that may expose the Bank to undue risk of short- or long-term financial loss, reputational damage or similar adverse impacts. These design features include, but are not limited to, risk-adjusted performance metrics, award caps, limitations on upside reward leverage, payout deferrals, multi-year performance and vesting periods, and the use of discretion by those responsible for overseeing the payout of the incentive compensation.
In order to further align compensation practices with shareholder interests, the named executive officers are expected to hold specified amounts of the Bank’s common stock under the Bank’s Stock Ownership and Retention Guidelines while employed in such positions, further exposing them to risk of financial loss in the event of adverse impacts to the Bank.
As provided by Section 14A(c) of the Securities Exchange Act of 1934, the shareholders’ vote with respect to executive compensation is advisory and will not be binding upon the Board. In addition, the shareholder vote may not be construed as overriding a decision by the Board, nor will it create or imply any additional fiduciary duty by the Board. Our Compensation Committee will, however, take into account the outcome of the vote when considering future executive compensation arrangements. In making compensation decisions, the Compensation Committee considered the shareholder ratification at our 2020 Annual Meeting of Shareholders of the compensation paid to our named executive officers for 2019. At our 2020 Annual Meeting of Shareholders, approximately 94% of voting shareholders approved the non-binding advisory resolution regarding compensation of our named executive officers.
The affirmative vote of a majority of votes validly cast for or against the resolution will be required for approval of the proposal.
We have elected an annual frequency for our shareholders' say on pay vote. In reaching this decision, the Board considered the shareholders' non-binding frequency vote held most recently in 2020 that indicated shareholder preference for an annual non-binding vote on executive officer compensation.
The following information is furnished with respect to certain of the executive officers of the Bank. Unless otherwise noted, the positions listed are those the officers hold with the Bank1 as of the date of this Proxy Statement.
1.Many of the individuals held the same or similar position for Zions Bancorporation, the Bank’s former holding company, which merged with and into the Bank effective September 30, 2018.
2.Officers are appointed for indefinite terms of office and may be removed or replaced by the Board or by the supervising officer to whom the officer reports.
In this Compensation Discussion and Analysis, or CD&A, we provide an overview of our executive compensation philosophy and decision-making process for 2020 compensation paid or awarded to our named executive officers, or NEOs, and the factors we considered in making those decisions. All of the NEOs are, or were, members of our 2020 Executive Management Committee, or EMC, which is made up of our CEO and his senior leadership team. Compensation for members of the EMC is determined by the Compensation Committee (the Committee). The NEOs also include one former executive who retired but would have been among our three most highly compensated executives had he still been serving as an executive officer at the end of the fiscal year.
Our NEOs for 2020 are:
•Harris H. Simmons, Chairman and Chief Executive Officer (CEO)
•Paul E. Burdiss, Chief Financial Officer (CFO)
•Scott J. McLean, President & Chief Operating Officer (COO)
•A. Scott Anderson, President and CEO of Zions Bank
•Keith D. Maio, Chief Risk Officer (CRO)
•Edward P. Schreiber, former Chief Risk Officer, retired October 2020
2020 FINANCIAL HIGHLIGHTS
The 2020 results, summarized below, reflect the impact of the pandemic-induced recession on credit performance and interest rates, and the impact of federal government fiscal stimulus, including the SBA's Paycheck Protection Program (PPP). For additional information on the Bank’s 2020 performance, see the Bank’s 2020 annual report on Form 10-K filed with the SEC.
•Average loans increased $4.7 billion, or 10%, from 2019, which includes $4.5 billion of PPP loans.
•Average total deposits grew $8.6 billion, or 16%, from 2019.
•Net interest income declined $56 million, or 2%, from 2019.
•Customer-related fee income increased $24 million, or 5%, from 2019; total noninterest income (including items such as dividends and securities gains or losses) increased $12 million, or 2%, from 2019.
•Adjusted noninterest expense, which excludes the effect of certain unusual items, most notably the pension termination expense in 2020, but does not exclude the $30 million one-time charitable contribution described in further detail in our 10-K, decreased $31 million, or 2%, from 2019. Adjusted further for the charitable contribution in 2020, adjusted noninterest expense declined $61 million, or 4%.
•The efficiency ratio of 59.4% was essentially unchanged compared to 59.5% in 2019; excluding the charitable contribution, the efficiency ratio would have been 58.3%.
•Net charge-offs were $105 million in 2020, compared to net charge-offs of $37 million in 2019.
•Adjusted Pre-Provision Net Revenue (pre tax)(“PPNR”) less Net Charge-offs (“NCOs”) declined $87 million, or 8%, from 2019. Adjusted for the previously noted charitable contribution, adjusted PPNR less NCOs declined $57 million, or 5%, from 2019.
•Diluted Earnings per Share declined $1.14, or 27%, from 2019, largely due to a sizable increase in the provision for loan and lease losses.
Some of the Bank’s key 2020 performance measures are highlighted in the following charts.
2020 PERFORMANCE SNAPSHOT
1.The median of the relevant metric for the Zions custom peer group described later in this document under the section labeled "Peer Group"
2.Reported tax equivalent net interest income minus net loan charge-offs as a percentage of average earning assets
2020 COMPENSATION DECISIONS SUMMARY
The Compensation Committee awarded the Bank’s NEOs total compensation with respect to 2020 that the Committee believes is generally commensurate with the Bank’s and management's performance in 2020.
•No salary increases for NEOs, except for Mr. Maio resulting from his role change
•Approved 2020 annual cash incentive awards significantly below target and differentiated based on individual role, performance, and the unique 2020 operating environment
•Approved 2018-2020 Value Sharing Plan payouts above target based on exceeding goals
•Approved annual 2020 long-term incentive awards with greater than 50% of the grant delivered through performance-based awards in the form of long-term cash incentives and stock options
•Increased the short-term incentive target for Mr. Burdiss and long-term incentive targets for Messrs. Burdiss and McLean to better align with market
ZIONS COMPENSATION PHILOSOPHY AND OBJECTIVES
Zions' Compensation Committee believes the most effective executive compensation program is one that emphasizes the alignment of executives’ interests with those of Bank shareholders. Specifically, our executive compensation programs are designed to achieve the following objectives:
•Attract and retain talented and experienced executives necessary to prudently manage shareholder capital in the highly competitive financial services industry;
•Motivate and reward executives whose knowledge, skills, and performance are critical to our success;
•Align the interests of our executive officers and shareholders by compensating our executives for managing our business to meet our long-term objectives, and reward performance greater than established targets;
•Support performance-based goals by linking significant percentages of CEO and senior executive compensation to performance, effectively using deferred pay, “clawbacks,” and performance conditions; and
•Pursue all compensation objectives in a manner that seeks to discourage risks that are unnecessary or excessive, or could jeopardize the safety and soundness of the Bank, including incorporating performance goals specifically tied to risk management.
The Bank’s compensation philosophy supports and reflects the Bank’s risk management culture. Zions’ 2020 compensation program for senior executives was designed to encourage management of risk and discourage inappropriate risk taking by granting a diverse portfolio of incentive compensation awards to our executives and other senior employees that are expected to reward desired behavior over time.
The Bank’s portfolio of awards is balanced between fixed and variable compensation, cash and equity-based compensation, and annual and long-term compensation. Compensation decisions for 2020 relied on discretion to account for other factors, such as effective risk management, compliance with controls and ethical duties, competition for top talent, market-based pay levels, and the need to attract, develop, grow, and retain the leadership team.
Risk mitigation is balanced with profitability and other performance objectives through features in the Bank’s compensation plans that expose our executives to loss of potential compensation value in the event of adverse financial results, adverse risk outcomes or other factors. This balancing of objectives and risk concerns has been furthered by other important design characteristics of our executive compensation arrangements.
Compensation Features and Governance
2020 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 81% 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 2020 consisted of the components described below:
1.2020 Target Compensation is computed as the sum of the following compensation elements: (i) 2020 base salary; (ii) 2020 target annual cash incentive (i.e., an estimate of the cash award for expected performance results achieved in 2020 and awarded/paid in February 2021); (iii) grant value of Value Sharing Plan units awarded in 2020; and (iv) combined grant value of restricted stock units and stock options granted in 2020.
Details on each compensation element and individual grant decisions are set forth below under the “Compensation Decisions for the 2020 Performance Period” section.
COMPENSATION DECISIONS FOR NAMED EXECUTIVE OFFICERS
Individual compensation decisions for all the NEOs are based upon a variety of factors including, but not limited to, operational performance, financial and risk management results, achievement of strategic objectives, individual performance, and the overall market environment.
The Committee targets the market median of the custom peer group (as described below) for the base salary for our executive officers. The Committee reviewed EMC compensation for 2020 but did not approve any base salary increases for the NEOs in March 2020, even as the broader employee population did receive salary increases. Typically, base salary increases consider the competitive market and recognize individual performance, experience, criticality of the position and market data.
Mr. Maio received a modest increase of 1.7% in October 2020 as he assumed the role of chief risk officer following the retirement of Mr. Schreiber.
Because his job responsibilities require his dual residency in both Texas and Utah, Mr. McLean’s 2019 and 2020 base salary listed below also includes a $34,000 adjustment for housing which is not considered in the determination of his incentive compensation targets or actual incentive compensation awards (which are based on a percentage of base salary as discussed below).
Annual Cash Incentive
In February 2020, the Committee established performance objectives and annual cash incentive targets and maximums for all EMC members for the 2020 performance year.
The target cash incentive structures were developed based on an independent analysis of peer compensation structures and target levels by position. As part of this review, the annual cash incentive target for Mr. Burdiss was increased from 90% to 100% of base salary. Maximum potential annual cash incentive amounts continued to be limited to 125% of target in order to discourage excessive and/or unnecessary risk taking.
The performance categories for each EMC member contained descriptions of key priorities for each executive to focus on during 2020. These focus areas and the relative weighting assigned to each category were established in the first quarter of 2020 and could be modified, if appropriate, during the course of the year. The performance categories and 2020 priorities for each NEO are set forth in the table below:
The overall cash incentive pool decreased for 2020 based largely on the decline in adjusted PPNR less net charge-offs and other financial results. In February 2021, the Committee assessed each EMC member’s performance against his or her preestablished quantitative and qualitative performance categories tailored to each EMC member at the recommendation of the CEO. Mr. Simmons did not make any recommendations regarding himself. The Bank 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 company'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 its review and evaluation of the aforementioned factors to award the following cash incentives to the NEOs for the 2020 performance year:
All of our NEOs received cash incentive awards that were well below target, based on overall bank performance in a challenging 2020 environment, despite strong individual performance. The Committee expressed some of the following comments in assessing Mr. Simmons’ accomplishments and performance during 2020:
Harris H. Simmons, Chairman & CEO
•Overall leadership of the Bank through the very disruptive and uncertain year
•Preservation of credit quality and risk mitigation results
•Overachieving on PPP
•Continued market segmentation and implementation of customer-centered strategies
•Leadership in diversity, equity, and inclusion initiatives
Mr. Simmons noted the following significant 2020 accomplishments in the assessment of each NEO’s performance during 2020:
Paul E. Burdiss, CFO
•Prudent management of bank liquidity during a period of unprecedented growth in deposits
•Evaluation of strategic investments and overall expense management
•Simplification and consolidation of processes
•Implementation and integration of strategic plan into affiliate and other internal plans
•Establishing better accessibility and consistency in financial reporting
Scott J. McLean, President & COO
•Increased focus and accountability for fee income lines of business
•Provided leadership for the enterprise core systems initiative
•Simplification initiatives designed to reduce cost, and improve oversight and discipline
•Leadership in building a stronger mortgage banking line of business
•Promotion of diversity efforts and other culture initiatives
•Implemented policies and work plans to quickly pivot to work from home
A. Scott Anderson, CEO – Zions Bank
•Implemented successful PPP program, resulting in the bank acquiring new clients
•Consolidation of back-office activities and creating consistent processes and products
•Reinforced a strong risk management culture at Zions Bank
•Developed talent through career planning management and promoting opportunities for women and minorities
Keith D. Maio, CRO
•Developed a pipeline of leaders, allowing for the reorganization of the retail, wealth management and mortgage banking organizations
•Sharpened our focus on small businesses, and on the bankers who serve them
•Demonstrated consistent leadership in managing risk
•Collaborated on corporate initiatives and drove project completion
Edward P. Schreiber, former CRO (Retired)
•Simplified and streamlined training policies programs
•Achieved strong credit and compliance results by reinforcing a strong credit risk culture
•Streamlined Risk Management processes and organization resulting in material cost savings without compromising the work product
Long-term incentive compensation has historically been an area of particular emphasis in our executive compensation program 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 awards and value sharing plan units subject executives to long-term risks faced by the Bank and its shareholders. These plans are also useful as a key retention element because payouts are dependent upon continued employment with the Bank. Overall, the target mix in 2020 (as a percentage of total target long-term incentive compensation) was 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 and financial performance. The following table summarizes the long-term awards granted in 2020:
Value Sharing Plans
The Bank’s multi-year cash incentive plans, referred to as value sharing plans, encourage participants to focus on long-term financial results for the business units they manage and provide an opportunity for executive officers and certain designated key employees to be rewarded for financial results greater than predetermined minimum performance thresholds over multi-year periods. A corporate-level value sharing plan is established each year for participants with enterprise-wide responsibilities, and corresponding value sharing plans are established for senior officers at each of our seven bank affiliates in order to more directly reward those participants for results that are within their markets and spheres of influence. Affiliate CEOs are typically granted units in both the corporate and affiliate-level plans. Value sharing plans are reviewed and updated each year to ensure alignment with the Bank’s business strategy, regulatory guidance and the external market.
The following sections outline the plan design highlights for the 2018-2020 Plans, the pay-outs for which were determined following the conclusion of the performance period on Dec. 31, 2020, and the 2020-2022 Plans, under which the NEOs were granted units during the first quarter of 2020.
2018-2020 Value Sharing Plans
The 2018-2020 value sharing plans measure financial performance in the categories below, with the indicated weights to be applied in determining award values. The table displays the achievement of each metric based on the goals and performance payout matrices. Additionally, the Compensation Committee reviewed achievements holistically to understand the Company performance and used the discretionary portion of the plan to better align the final payout with the performance of the Bank over the performance period. Additional detail including the performance payout matrices are described in the 2019 Proxy Statement.
The final settlement values are detailed in the chart below. Messrs. Simmons, Burdiss, McLean, Maio, and Schreiber had 100% of their awards in the Zions Bancorporation Value Sharing Plan. Mr. Anderson's award was split evenly between the Zions Bancorporation Plan and the Zions Bank Plan.
2020-2022 Value Sharing Plans
In March 2020, the Committee established value sharing plans consisting of a corporate-level and seven affiliate-level plans covering the years 2020 through 2022. Unit awards to executives and other officers in the value sharing plans are granted by the Committee on a discretionary basis, reflecting the position and proportionate responsibility for overall corporate results of each executive officer in the Bank.
The 2020-22 plans incorporate meaningful design changes to encourage participants to focus on key drivers of long-term shareholder value, promote understanding and connection to performance, maintain alignment with affiliate and enterprise-wide performance, and focus on risk management outcomes for the entities they manage. The number of metrics was increased from three to five. The target value of each unit was established at $1.00 per unit and the maximum payout value for each unit was set to $1.50 per unit. The weightings were modified to give affiliate banks more emphasis on their absolute metrics (75/25) while the corporate plan is weighted evenly between absolute and relative metrics.
The 2020-2022 value sharing plans measure performance in the following categories, with the indicated weights to be applied in determining award values:
The final ROTA and EPS Growth component payout values are calculated by taking a simple average of the ROTA and EPS growth component values for 2020, 2021, and 2022 compared to the companies in the custom peer group.
Performance for absolute metrics will be measured over a single three-year performance period with two of the measures (PPNR growth and efficient capital utilization) using 2019 as the baseline year. Failure to achieve threshold performance on either PPNR growth or net charge-offs to average loans will result in zero payout for all absolute metric-related components.
Stock Option Awards
In February 2020, 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 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. Although option grants were previously a larger component of compensation, in recent years the Bank has skewed equity compensation toward restricted stock units. Generally, the Bank’s stock option awards have been granted with a seven-year term and ratable vesting over three years.
Restricted Stock Unit Awards
In February 2020, 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 size of these grants 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. 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.
ROLES AND RESPONSIBILITIES
Role of the Committee
The Compensation Committee makes decisions regarding the compensation of our executives. Specifically, the Committee has strategic and administrative responsibility for a broad range of issues. These include ensuring that we compensate executives and key management effectively and in a manner consistent with our stated compensation philosophy and objectives, Risk Management Framework, and the requirements of the applicable regulatory bodies. The Compensation Committee’s authority and responsibilities are set forth in its charter and include, but are not limited to, the following:
•Reviewing and recommending to the full Board the compensation for the Bank’s CEO;
•Approving the compensation for the remaining NEOs, and other members of the EMC;
•Reviewing and approving the performance metrics and goals for all executive management compensation programs and evaluating performance at the end of each performance period; and
•Approving annual cash incentive award opportunities, equity award opportunities, and long-term cash award opportunities under the Bank’s value sharing plans.
In making compensation decisions, the Committee uses several resources and tools, including the services of McLagan, an independent executive compensation consulting firm with financial services industry expertise that was retained by, and reports to, the Committee. The Committee also considers summary analyses of total compensation delineating each compensation element, risk scorecards provided by our CRO, competitive benchmarking and other analyses as described below.
Role of the Independent Consultant
The Committee uses the services of an outside executive compensation consultant, McLagan, to provide guidance and advice to the Committee on all matters covered by its charter. McLagan advised the Committee on matters related to the executive officers' compensation and general compensation programs, including industry best practices.
This consultant was directly selected and engaged by the Committee to provide a broad set of services pertaining to the compensation of the Bank’s executives. Based on its review of relevant factors, the Committee assessed McLagan’s independence and concluded that no conflict of interest existed that would have prevented McLagan from independently advising the Committee during 2020.
Role of Executive Officers in Compensation Decisions
The CEO annually reviews the performance of each of the other NEOs; additionally, a risk effectiveness assessment is completed by the CRO for the CEO, each of the NEOs and other executive officers of the Bank. Based on these evaluations, the CEO makes compensation recommendations to the Committee. In addition, the CEO and other members of the EMC also annually assess performance for other executive officers and make compensation recommendations to the Committee. Although the Committee considers these recommendations along with data provided by its other advisors, it retains full discretion to set all compensation for the Bank’s executive officers.
Additionally, the CEO, President, CFO, CRO, chief credit officer, and other select members of the Bank’s EMC serve on an internal Incentive Compensation Oversight Committee (ICOC). The ICOC reviews and evaluates all incentive compensation plans in which the participants include executive management and other employees that expose the organization to material inherent risks. The purpose of these reviews is to address the concern that the Bank’s incentive compensation plans not incent or pose excessive or unnecessary risks to the Bank.
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 independent 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 independent 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 17 companies were identified by the Committee as the 2020 custom 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 2020 the Committee reviewed and decided to not change the custom peer group. As of September 2020, the Bank continued to rank close to the median of the custom peer group in asset size (49th percentile), total revenue (49th percentile), and market capitalization (45th percentile).
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 Company, internal equity, historical compensation, and position 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; and
•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.
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:
We believe that providing competitive retirement security programs is an important factor in attracting and retaining highly qualified employees and executives. In accordance with this objective, we have continually reviewed and updated the design and structure of our retirement programs to maintain market competitiveness. All employees who are at least 21 years of age are eligible to participate in the Bank’s Payshelter 401(k) and Employee Stock Ownership Plan. Eligibility and participation in the Deferred Compensation Plan, Excess Benefit Program, Cash Balance Plan, and Supplemental Retirement Plan, each described below, are limited to highly compensated employees or “grandfathered” employees.
Payshelter 401(k) and Employee Stock Ownership Plan
The Payshelter 401(k) and Employee Stock Ownership Plan is a defined contribution plan qualified under provisions of Section 401 of the Internal Revenue Code. The plan is a combination of a 401(k) plan and an employee stock ownership plan. The plan permits participants to contribute between 1% and 80% of their eligible earnings on a tax-deferred basis, up to a maximum of $19,500 ($26,000 for participants age 50 and over) in 2020. Employee contributions are always 100% vested. Vesting of employer matching contributions occurs upon contribution. We provide a matching contribution of up to 4.5% of compensation (up to the Internal Revenue Code limits).
The plan also has a profit sharing component in which contributions are based upon our performance according to a discretionary formula approved annually by the Board. In recent years, the formula has been based upon the achievement of varying levels of return on average shareholder common equity. In view of the Bank’s profit results in 2019, we made a profit sharing plan contribution in early 2020 equal to 2.25% of eligible compensation in 2019. Bank profit sharing contributions are invested in 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 2020 cannot exceed $285,000.
For selected executives, including Messrs. Simmons and Anderson, 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.
Deferred Compensation Plan
The Deferred Compensation Plan is a non-qualified retirement plan that allows select highly compensated employees to defer up to 50% of their base salary and up to 100% of their bonus and incentive compensation. The company does not make any employer contributions to this plan. Under this plan, we have established a wide array of investment options that are maintained for the purposes of determining the amount of notional investment earnings to be credited to participants’ accounts. Generally, participants can elect the time and manner of distribution of their vested account balance, subject to the requirements of Section 409A of the Internal Revenue Code.
Excess Benefit Plan
On January 1, 2004, we segregated the employer-contributed executive management restoration benefit from the Deferred Compensation Plan and established the Excess Benefit Plan. The Excess Benefit Plan consists solely of employer contributions that restore benefits that are limited by tax-qualified plan limitations under our 401(k) plan. Messrs. Simmons and Anderson are the only NEOs grandfathered into this Plan.
Cash Balance Plan
Benefit accruals under our cash balance defined benefit retirement plan were frozen as of
Dec. 31, 2002. A group of certain eligible (grandfathered) employees continue to accrue earnings and interest credits to their cash balance accounts in the plan. Those grandfathered were over age 55 with at least 10 years of service at the time the plan was frozen. Of the 2020 NEOs, only Mr. Anderson was a grandfathered employee receiving earnings and interest credits in this plan. Mr. Simmons accrued interest credits only. None of the other NEOs has a benefit in this plan. The plan was terminated on Dec. 31, 2018, and during 2020 our obligations under the plan were settled with all participants through lump sum payments or annuities. Messrs. Anderson and Simmons received lump sum payments and the Summary Compensation Table reflects the difference between what the Company paid in 2020 to settle this benefit obligation and the amount reported in the Pension Table last year as the present value of the accumulated benefit at Dec. 31, 2019.
Supplemental Retirement Plan
From approximately 1978-1995, Zions Bancorporation and Zions First National Bank provided certain executives with individual non-qualified pension arrangements. These Supplemental Retirement Plans commit to make payments over ten years upon retirement at age 65 or older. Messrs. Simmons and Anderson are the only NEOs who have this arrangement, which will provide them $20,000 per year for 10 years beginning at retirement at age 65 or older. These amounts are reduced in the instance of early retirement.
From time to time, we provide NEOs as well as other executive officers with perquisites and other personal benefits that we and the Committee believe are reasonable and consistent with our overall compensation objective to better enable the Bank to attract and retain superior employees for key positions. The Committee believes that perquisites and other personal benefits generally should be modest and should have a demonstrative and significant benefit to the advancement of our business or to the efficiency of our executives in the performance of their jobs. The amount of perquisites for each NEO was less than $10,000 in 2020.
As disclosed in a Form 8-K filing on Oct. 28, 2020, the Bank entered into a consulting arrangement with Mr. Schreiber whereby Mr. Schreiber will provide consulting services to the Bank for the period from
Oct. 1, 2020 through June 30, 2021. In consideration for such services, Mr. Schreiber will receive $67,375 per month, which is approximately equal to 50% of Mr. Schreiber’s average monthly target total compensation during the 12-month period prior to his retirement, including short- and long-term incentives.
The Bank’s full Incentive Compensation Clawback Policy, Share Ownership and Retention Guidelines, and Pledging, Speculative and Hedging Arrangements Policy are available for review under the “Corporate Governance” section of the Bank’s website at www.zionsbancorporation.com.
INCENTIVE COMPENSATION CLAWBACK POLICY
The Bank believes that incentive compensation offered to its employees should be subject to clawback in order to incentivize employees to manage the Bank’s risks carefully and avoid acts and practices that expose the Bank to undue risk of short- or long-term financial loss, reputational damage or similar adverse impacts, and to ensure that incentive compensation realized by employees fairly reflects the short- and long-term value of the services provided by the employees. The principal and ordinary means of subjecting incentive compensation to clawback is through compensation design features which expose our employees to loss of potential compensation in the event of such adverse impacts.
The Bank also believes that in extraordinary circumstances these design features and ownership requirements may not be sufficient to disincentivize undue risk-taking and ensure the fairness of realized compensation. To address such circumstances, the Bank's Incentive Compensation Clawback Policy gives the Bank the discretion to clawback incentive compensation awarded to any employee in the event of certain adverse impacts for which the employee is responsible.
SHARE OWNERSHIP AND RETENTION GUIDELINES
We maintain share ownership and retention guidelines. These guidelines call for our executive officers either to hold common shares with an aggregate value equal to a multiple of their salaries, ranging from one to five depending on their position, or to retain shares equal to one-half of the net shares acquired through equity grants until they meet the ownership thresholds established in the guidelines.
In addition, the Committee attached two-year post-vest holding restrictions on the common stock received under the restricted stock unit grants made to Messrs. Simmons and McLean in February 2020. These post-vest holding restrictions prohibit Messrs. Simmons and McLean from selling, transferring or otherwise disposing of these shares for an additional two-year period following each vesting event.
ANTI-HEDGING AND RESTRICTED PLEDGING POLICY
The Company has a long-standing general policy on insider trading to guard against improper securities trading. Our Insider Trading Policy was amended in 2013 to prohibit hedging and to place certain restrictions on pledging of Bank stock by directors and executive officers. Under this policy, our directors and executive officers may pledge Bank stock only with the approval of the Bank CEO, CFO or General Counsel, based on certain conditions. The Compensation Committee reviews any pledging activities annually and may direct one or more pledgors to reduce their outstanding pledged positions if the Committee believes it is necessary or advisable to reduce risk. Pledged stock is not included in amounts held by directors and officers to meet the Bank’s stock ownership and retention guidelines.
ACCOUNTING FOR STOCK-BASED COMPENSATION
We account for share-based payments in accordance with the requirements of FASB Accounting Standards Codification Topic 718 Compensation - Stock Compensation (or ASC 718). See Note 1 “Summary of Significant Accounting Policies-Share-Based Compensation” and Note 19 “Share-based Compensation” to our Consolidated Financial Statements, each in our Annual Report on Form 10-K for the year ended Dec. 31, 2020.
The following Report of the Compensation Committee does not constitute soliciting material and should not and will not be deemed filed or incorporated by reference into any other Bank filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Bank specifically incorporates this Report by reference therein.
The Compensation Committee of the Bank has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
This report was adopted March 1, 2021, by the Compensation Committee of the Board of Directors.
Vivian S. Lee, Chairperson
J. David Heaney
Barbara A. Yastine
The following table summarizes the total compensation paid or earned for 2020, 2019, and 2018 by each of the NEOs, comprised of our principal executive officer, our principal financial officer, our three other most highly compensated executive officers during the year ended Dec. 31, 2020, and one former executive who retired but would have been among our three most highly compensated executives had he still been serving as an executive officer at the end of the fiscal year.
1.The table reflects the position held by each NEO as of Dec. 31, 2020.
2.Mr. McLean’s 2018, 2019, and 2020 salary includes an adjustment for housing that became effective upon his promotion to president of Zions Bancorporation. This housing adjustment reflects the time worked in Salt Lake City, Utah for this role as well as the time worked in Houston, Texas to retain a key leadership role with Amegy Bank. The housing adjustment is more cost effective for the Bank compared to the alternative of securing corporate housing or utilizing hotels. Mr. Schreiber's salary reflects amounts earned prior to his retirement on Oct. 1, 2020.
3.Grant values of restricted stock units are displayed for grants made during the fiscal year. The aggregate grant date fair value of the awards made to the NEOs is estimated in accordance with FASB ASC Topic 718. The value ultimately realized by the executive upon the actual vesting award may or may not be equal to the FASB ASC Topic 718 determined value. The 2019 and 2018 awards have been restated to reflect this treatment. For a discussion of valuation assumptions, see “Note 19 – Share-Based Compensation” of the Notes to Consolidated Financial Statements included under Item 8 in our Annual Report on Form 10-K for the year ended Dec. 31, 2020.
4.The amount reflected in the "Option Awards" column is the aggregate grant date fair value of the awards made to the NEOs, computed in accordance with FASB ASC Topic 718. The fair value of each grant is established on the date of grant using the Black-Scholes option-pricing model. The value ultimately realized by the executive upon the actual vesting of the exercise of the stock options may or may not be equal to the FASB ASC Topic 718 determined value. For a discussion of valuation assumptions, see “Note 19 – Share-Based Compensation” of the Notes to Consolidated Financial Statements included in our Annual Report under Item 8 of the Form 10-K for the year ended Dec. 31, 2020.
5.Value sharing plan amounts under the 2018-2020 plans were considered earned as of Dec. 31, 2020, and are reflected in the Nonequity Incentive Plan Compensation column. More information about the determination of these payments is disclosed in the Compensation Discussion & Analysis under the “Compensation Decisions for the 2020 Performance Period” section.
6.The net change in the accumulated present value of pension benefits for each NEO during 2020 was as follows: for Mr. Simmons, $27,357, and for Mr. Anderson, $142,444. The Cash Balance Pension Plan was terminated on Dec. 31, 2018, and during 2020 our obligations under the plan were settled with Messrs. Simmons and Anderson through lump sum payments. The table includes the difference between what the Company paid in 2020 to settle this benefit obligation and the amount reported in the Pension Table last year as the present value of the accumulated benefit at Dec. 31, 2019. The elevation of the actual payout to Mr. Anderson beyond the proxy value displayed last year is due to actuarial equivalence adjustments due to Minimum Required Distribution rules.
7.Amounts deferred by participants in the Deferred Compensation Plan are invested by the Bank in various investment vehicles at the direction of the participant. The Bank does not guarantee any rate of return on these investments. The array of investment vehicles includes publicly available mutual funds as well as publicly traded common and preferred share securities of the Bank. No above market or preferential earnings were credited on deferred compensation accounts in 2020.
8.All other compensation for Mr. Simmons consists of the following: (i) for 2020, $19,179 in matching, true-up, and profit sharing contributions to the Bank's tax-qualified defined contribution plan and a $59,160 contribution to the non-qualified Excess Benefit Plan; (ii) for 2019, $19,869 in matching, true-up, and profit sharing contributions to the Bank’s tax-qualified defined contribution plan and a $51,372 contribution to the non-qualified Excess Benefit Plan; and (iii) for 2018, $15,792 in matching, true-up, and profit sharing contributions to the Bank’s tax-qualified defined contribution plan and a $27,194 contribution to the non-qualified Excess Benefit Plan.
9.All other compensation for Mr. Burdiss consists of the following: (i) for 2020, $26,030 for matching, true-up, and profit sharing contributions to the Bank's tax-qualified defined contribution plan; (ii) for 2019, $19,475 for matching and profit sharing contributions to the Bank’s tax-qualified defined contribution plan; and (iii) for 2018, $4,725 for profit sharing contributions to the Bank’s tax-qualified defined contribution plan.
10.All other compensation for Mr. McLean consists of the following: (i) for 2020, $19,338 in matching, true-up, and profit sharing contributions to the Bank's tax-qualified defined contribution plan; (ii) for 2019, $20,282 in matching, true-up, and profit sharing contributions to the Bank’s tax-qualified defined contribution plan; and (iii) for 2018, $15,822 in matching, true-up, and profit sharing contributions to the Bank’s tax-qualified defined contribution plan.
11.All other compensation for Mr. Anderson consists of the following: (i) for 2020, $19,125 in matching and profit sharing contributions to the Bank's tax-qualified defined contribution plan and a $22,649 contribution to the non-qualified Excess Benefit Plan; (ii) for 2019, $19,475 in matching and profit sharing contributions to the Bank’s tax-qualified defined contribution plan and a $22,932 contribution to the non-qualified Excess Benefit Plan; and (iii) for 2018, $15,725 in matching and profit sharing contributions to the Bank’s tax-qualified defined contribution plan and a $15,431 contribution to the non-qualified Excess Benefit Plan.
12.All other compensation for Mr. Maio consists of the following: (i) for 2020, $19,125 in matching and profit sharing contributions to the Bank's tax-qualified defined contribution plan.
13.All other compensation for Mr. Schreiber consists of the following: (i) for 2020, $19,224 in matching, true-up, and profit sharing contributions to the Bank's tax-qualified defined contribution plan, and $186,577 for post-retirement consulting services from Oct. 1, 2020 through Dec. 31, 2020; (ii) for 2019, $19,638 in matching, true-up, and profit sharing contributions to the Bank’s tax-qualified defined contribution plan; and (iii) for 2018, $15,850 in matching, true-up, and profit sharing contributions to the Bank’s tax-qualified defined contribution plan.
In this table, we provide information concerning each grant to an NEO in the most recently completed fiscal year of restricted stock units, performance stock units, stock options, performance options, and value sharing plan units. Long-term compensation is discussed in greater detail in this Proxy Statement under the caption, “Compensation Discussion and Analysis.” In the last column, we report the grant date fair value of all awards made in 2020.
1.Restricted stock units were granted under the Zions Bancorporation 2015 Omnibus Incentive Plan. The restricted stock units have provisions consistent with our typical structure, 25% vesting each year over four years. Upon retirement after attainment of age 60 or older with five or more years of total service with the Bank, the restricted stock units continue to vest according to the original vesting schedule. All unvested restricted stock units are forfeited upon a termination of employment for any other reason. During the vesting period, restricted stock units do not provide voting rights, but do have dividend equivalent rights. An additional two-year post-vest hold provision applies to the restricted stock units awarded to Messrs. Simmons and McLean. This provision prohibits Messrs. Simmons and McLean from the sale, transfer, or other disposition of these shares for an additional two-year period following each vesting event. The Company determines the fair value of RSUs considering these retirement provisions and holding requirements.
2.Stock options were granted under the Zions Bancorporation 2015 Omnibus Incentive Plan. The stock options have an exercise price equal to the fair market value on the date of the grant and vest over three years. Upon a retirement after attainment of age 60 or older with five or more years of total service with the Bank, the options continue to vest according to the original vesting schedule. All unvested awards are forfeited upon a termination of employment for any other reason.
3.Units were granted under the 2020-2022 value sharing plans. Messrs. Simmons, Burdiss, McLean, Maio, and Schreiber participate in the Bancorporation Value Sharing Plan, while Mr. Anderson has half of his value sharing units in the Bancorporation Plan and half in the Value Sharing Plan of Zions Bank. Performance under these plans is based on an assessment of achievement by the Committee of various financial goals compared to predetermined thresholds over the time period from January 1, 2020, to Dec. 31, 2022. Performance in each subsequent year in the plan will be evaluated and the results of the three years averaged together. Value continues to be subject to a risk-based forfeiture clause and other possible reductions until the end of the plan on Dec. 31, 2022.
The following table provides information concerning outstanding options, restricted shares, restricted stock units, and performance stock units as of the end of our most recently completed fiscal year. Each outstanding award is represented by a separate row that indicates the number of securities underlying the award.
For option awards, the table discloses the exercise price and the expiration date. For restricted stock, restricted stock units and performance stock units, the table provides the total number of shares that have not vested and the aggregate market value of shares that have not vested.
We computed the market value of the stock awards by multiplying the closing market price of our common stock at the end of the most recent fiscal year ($43.44) by the number of shares or units.
1.All outstanding stock options vest 33% each year on the grant date anniversary and have a seven-year term.
2.All outstanding restricted shares and restricted stock units vest 25% each year on the grant date anniversary.
3.An additional two-year post-vest hold provision applies to the restricted stock units awarded to Messrs. Simmons and McLean in 2017, 2018, 2019 and 2020. This provision prohibits them from trading these shares for an additional two-year period following each vesting event.
4.Based on closing market price on Dec. 31, 2020, of $43.44 per share.
The following table provides information concerning exercises of options and vesting of restricted stock during the most recently completed fiscal year for each of the NEOs on an aggregate basis. The table reports the number of securities for which the options were exercised, the aggregate dollar value realized upon exercise of options, the number of shares that have vested, and the aggregate dollar value realized upon vesting of shares.
1.We computed the aggregate dollar amount realized upon vesting, according to the vesting schedule, by multiplying the number of shares by the market value of the underlying shares on the vesting date.
The following table provides information with respect to each plan that provides for payments or other benefits at, following, or in connection with retirement. This includes tax-qualified defined benefit plans and supplemental executive retirement plans, but does not include defined contribution plans (whether tax qualified or not).
Values reflect the actuarial present value of the NEO’s accumulated benefit under the plans, computed as of Dec. 31, 2020. In making such a calculation, we relied on interest rate and mortality rate assumptions consistent with those used in the Bank’s financial statements.
1.Messrs. Burdiss, McLean, Maio, and Schreiber are not eligible to participate in the Bank’s defined benefit retirement programs.
2.The service credits will remain constant in future years. Any future present value changes will only result from interest crediting.
3.The Cash Balance Pension Plan was terminated on Dec. 31, 2018, and during 2020 our obligations under the plan were settled with Messrs. Anderson and Simmons through lump sum payments. The elevation of the actual payout to Mr. Anderson beyond the proxy value displayed last year is due to actuarial equivalence adjustments due to minimum required distribution rules.
Information regarding the Excess Benefit Plan, and Supplemental Retirement Plan can be found under the heading “Retirement Benefits.”
The following table provides information with respect to each nonqualified deferred compensation plan. The amounts shown include compensation earned and deferred in prior years, and earnings on, or distributions of, such amounts.
The “Executive Contributions in Last FY” column indicates the aggregate amount contributed to such plans by each NEO during 2020.
The “Registrant Contributions in Last FY” column indicates our aggregate contributions on behalf of each NEO during 2020. Generally, these amounts reflect restoration benefits provided under the Bank’s Excess Benefit Plan. We also make matching contributions to the qualified 401(k) plan, but that plan is tax qualified and, therefore, we do not include our contributions to it in this table. We include our matching contributions to the tax qualified retirement plans in the “All Other Compensation” column of the Summary Compensation Table.
The “Aggregate Earnings in Last FY” column indicates the total dollar amount of the increase (or decrease) in the value of the account from investment returns accrued during 2020, including interest and dividends paid. We pay such amounts to compensate the executive for the deferral, and we do not consider payment of interest and other earnings at market rates to be compensation. We report such amounts as compensation in the Summary Compensation Table only to the extent such earnings were paid at above-market or preferential rates as defined by the SEC, and such amounts, if any, are shown in a footnote to that table.
The “Aggregate Withdrawals/Distributions” column reports the aggregate dollar amount of all withdrawals by and distributions to the executive during our last fiscal year. Generally, neither the “Withdrawals/Distribution” column nor the “Aggregate Balance” column represents compensation with respect to our most recently completed fiscal year.
The “Aggregate Balance at Last FYE” column reports the total balance of the executive’s Deferred Compensation Plan and Excess Benefit Plan accounts as of Dec. 31, 2020.
For competitive reasons and reasons described below, we believe it is important to protect key associates (including the NEOs) in the event of certain terminations of employment during a transition period following a change in control of the Bank. We entered into standard agreements due to financial services industry consolidation and because we wanted to minimize distractions to our executives caused by a rumored or actual change in control.
Further, if a change in control should occur, we want our executives to be focused on the business of the organization and the interests of shareholders. In addition, we believe it is important that our executives be able to react neutrally to a potential change in control and to minimize the influence of personal financial concerns. We believe our change in control agreements assist us in retaining executive talent and realizing the objectives described above.
The change in control agreements entered into with the NEOs generally provide for certain "double-trigger" change in control severance protections as follow: during the two-year period following a change in control of Zions Bancorporation, if the NEO's employment is terminated other than for "cause" or if the NEO resigns for "good reason," they would be paid accrued compensation and benefits, plus an amount equal to a three times multiple of base salary and average annual cash incentive award during the three years preceding the year in which the change in control occurs.
Our change in control agreements do not provide tax gross-up benefits. If any payment or distribution to or for the benefit of the executive would be subject to an excise payment required by Section 280(g) of the Internal Revenue Code, the total payment or distribution will be reduced to such extent required to not trigger the excise tax. The executive will determine which payments or benefits to reduce.
Our change in control agreements provide that equity awards only provide for accelerated vesting and exercisability after a change in control if the employment of the executive is terminated (i.e., only upon the occurrence of a “double trigger”). Additionally, executives will be entitled to pro rata payment of benefits available under the value sharing plans on a double trigger basis.
Our change in control agreements also provide that, commencing on the date of termination of his or her employment, the executive may not disclose any confidential information and, for one year following such date of termination, may not solicit or attempt to solicit away from the Bank any of its officers or employees.
The Potential Payments Upon a Change in Control table at the end of this section summarizes the estimated payments to be made under each contract, agreement, plan, or arrangement that provides for payments to an NEO at, following, or in connection with any termination of employment including by resignation, retirement, disability, or a constructive termination of an NEO, or change in control of the Bank or a change in the NEO’s responsibilities.
For purposes of quantitative disclosure in the following table, and in accordance with SEC regulations, we have assumed that the termination took place on the last business day of our most recently completed fiscal year, and that the price per share of our common shares is the closing market price as of that date, $43.44.
Our NEOs do not have employment agreements which guarantee them employment for any period of time. Therefore, we would provide post-termination payments of salary or severance to these NEOs only under the Bank’s broad-based severance policy in the event of a reduction-in-force or other applicable consideration pursuant to a change in control agreement (as described above).
Zions Bancorporation maintains severance guidelines for executive officers that generally provide four weeks' salary for each $20,000 in base salary (rounded to the nearest thousand) or two weeks’ pay for every year of completed service up to ten years and an additional week of pay for every year over ten years of service, whichever is greater up to a maximum of 52 weeks. A severance payment for an NEO, if any, is not enhanced over what any other employee would be due as a result of the termination occurrence. We pay such amounts in anticipation of unemployment and not as a reward for past service. Payment is triggered upon circumstances which may include, but are not limited to, a reduction-in-force, job elimination, consolidation, merger, or re-organization (other than a change in control). Severance is typically paid in biweekly installments but the Bank reserves the right to make such payments in a single lump-sum. Payment of severance is conditioned upon, among other things, a release of claims against us by the executive.
ACCELERATED VESTING OF LONG-TERM INCENTIVES
Presently, we have long-term incentive plan arrangements in place with our NEOs through value sharing plans and equity awards. Please also refer to the discussion of long-term incentives above under the heading “Compensation Discussion and Analysis.”
VALUE SHARING PLANS
NEOs received value sharing plan units in 2018, 2019, and 2020. These plans provide for a pro-rata payment at the completion of the three-year award period, if value is earned, in the event of a termination of employment due to death, disability, or retirement. The plans provide for the payment to be made upon completion of the award period. However, upon a change in control of the Bank, the pro-rata payment is to be made based on plan value determined at the higher of target or performance as of the end of the quarter prior to the change in control.
The Bank has granted equity awards, consisting of stock options and restricted stock units, to executives, including the NEOs, in recent years. The provisions of equity awards vest and become exercisable upon the death or disability of the holder. Equity awards vest and become exercisable after a change in control if the executive is terminated by the Bank other than for cause or by the executive for good reason. In addition, the provisions of equity awards provide that, upon the executive’s retirement at age 60 or older with five or more years of service with the Bank, any unvested equity awards will continue to vest and become exercisable according to the original vesting schedule, subject to certain non-compete, non-disparagement and confidentiality conditions. Unvested equity awards are forfeited by the executive upon termination in circumstances not described above. Please refer to the section “Compensation Discussion and Analysis” for more information about our equity awards.
All of our NEOs are fully vested in their retirement benefits. Profit sharing contributions vest over five years. Retirement benefits are not enhanced based on circumstances regarding termination. However, upon a change in control, any unvested balance(s) would fully vest and these amounts are reflected in the table below. We report additional information regarding our retirement plans above under the headings “Compensation Discussion and Analysis,” “2020 Pension Benefits Table,” and in the “2020 Nonqualified Deferred Compensation Table.”
Under the Bank’s change in control agreements, which are described above under the heading “Potential Payments Upon Termination or Change in Control,” the Bank is obligated to pay certain other benefits. These include continuation of medical and dental benefits under the change in control agreements for 36 months.
1.Zions Bancorporation maintains severance guidelines for executive officers up to a maximum of 52 weeks. A severance payment for an NEO, if any, is not enhanced over what any other employee would be due as a result of the termination occurrence.
2.Under the Bank’s change in control agreements, upon a change in control and termination by the Bank other than for cause or by the executive for good reason (i.e., a “double trigger”), severance for the NEO would consist of three times the sum of the individual’s salary at the time of the change in control plus the greater of: (i) the average annual cash incentive award paid to the executive for the three years preceding the change in control, or (ii) the individual’s current target cash incentive.
3.The Bank’s change in control agreements specify that if any payment or distribution to the executive would be subject to excise payment required by Section 280(g) of the Internal Revenue Code, the total payment or distribution will be reduced to such extent required to not trigger the excise tax. If a reduction is necessary, the executive may decide which element of pay should be reduced. We have assumed that the executive elects to reduce amounts attributable to the annual cash incentive. Accordingly, this figure reflects only the amount necessary (in addition to accelerated vesting of long term incentives, retirement plans and other benefits) to reach the excise tax limit for this executive, rather than the full value of the long-term incentives accelerated as a result of the change in control. The reported value of severance has been reduced for Mr. Burdiss in order to avoid the imposition of excise taxes.
4.Under the Bank’s change in control arrangements, each NEO would be entitled to receive an amount equal to the matching contribution the Bank would have contributed under the Bank’s 401(k) plan had they remained employed for three years and had the executive made the maximum elected deferral contribution. The Bank’s change in control agreements also provide for accelerated vesting of any unvested 401(k) plan balances. The reported amounts reflect the maximum employer contribution of 4% applied to the compensation limit ($285,000) imposed by Sections 415 and 401(a)(17) of the Internal Revenue Code.
5.Under the Bank’s change in control agreements, each of the NEOs would be entitled to the continuation of medical and dental benefits for 36 months if terminated following a change in control of the Bank. This figure represents the aggregate cost of fulfilling that obligation.
6.The equity awards contain a provision that would accelerate vesting in the instance of death or disability. Messrs. Burdiss would receive an incremental benefit from this provision. These figures represent the potential value of this acceleration as of Dec. 31, 2020. Messrs. Simmons, McLean, Maio, Schreiber and Anderson would not receive an incremental benefit from the death or disability provision, because they have already met the retirement eligibility provision of these grants based on their age and service as of Dec. 31, 2020.
7.The Bank’s change in control arrangements, value sharing plan provisions, and equity award terms would give the NEOs certain benefits under change in control circumstances that they would not otherwise receive. The figures in the table represent the incremental increase in value of long-term incentives resulting from an assumed change in control as of Dec. 31, 2020. For value sharing plans, the incremental value results in instances where the target value of plan units exceeds the estimated value as of Dec. 31, 2020. For equity awards that are held by NEOs who were not age 60 or did not have five years’ service as of Dec. 31, 2020, the incremental value is based on, in the case of stock options, the difference between the price of our common stock on Dec. 31, 2020, and the exercise price of the unvested option or, in the case of restricted stock or restricted stock units, the price of our common stock on Dec. 31, 2020. For equity awards held by executives who had attained age 60 and five years of service as of Dec. 31, 2020, no incremental value is reflected, because the value of the award will be fully recognized regardless of whether a change in control occurs.
8.Mr. Schreiber retired October 2020 and is not eligible for severance or change in control benefits.
As required by Item 402(u) of Regulation S-K, we are providing the following information. For fiscal 2020, our last completed fiscal year:
•The annual total compensation of our median employee, excluding the CEO, of our Bank was $71,231; and
•The annual total compensation of Harris Simmons, our Chief Executive Officer, was $4,795,416.
Based on this information, the ratio for 2020 of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee is 67 to 1.
We completed the following steps to identify our median employee and to determine the annual total compensation of our median employee and CEO:
1.As of Dec. 31, 2020, our employee population consisted of 9,850 individuals, including any full-time, part-time, temporary, or seasonal employees employed on that date.
2.To find the annual total compensation of each of our employees, we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2020. In making this determination, we annualized the compensation of full-time and part-time permanent employees who were employed on Dec. 31, 2020, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees who did work for us the entire year.
3.After identifying the median employee, we added together all of the elements of such employee’s compensation for 2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.
4.With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2020 Summary Compensation Table.
For net earnings applicable to common shareholders, pre-provision net revenue and the efficiency ratio, the identified adjustments to reconcile from the applicable GAAP financial measures to the non-GAAP financial measures are included where applicable in financial results or in the balance sheet presented in accordance with GAAP. We consider these adjustments to be relevant to ongoing operating results and financial position.
We believe that excluding the amounts associated with these adjustments to present the non-GAAP financial measures provides a meaningful base for period-to-period and company-to-company comparisons, which will assist regulators, investors, and analysts in analyzing the operating results or the financial position of the Bank and in predicting future performance. These non-GAAP financial measures are used by management to assess the performance of the Bank’s business or its financial position for evaluating bank reporting segment performance, for presentations of the Bank’s performance to investors, and for other reasons as may be requested by investors and analysts. We further believe that presenting these non-GAAP financial measures will permit investors and analysts to assess our performance on the same basis as that applied by management.
Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by stakeholders to evaluate a company, they have limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of results reported under GAAP.
The following table provides a reconciliation of noninterest expense (GAAP), taxable-equivalent net interest income (GAAP) and noninterest income (GAAP) to the efficiency ratio (non-GAAP) and pre-provision net revenue (non-GAAP).
The following table presents a reconciliation of pretax pre-provision net income, noninterest income and total direct expense to the same performance measures on a non-GAAP basis after adjusting for the items specified. The adjusted measures are utilized in the value sharing plans.
Throughout the year, we meet regularly with investors both in person and virtually, and we actively seek their feedback on a wide variety of topics related to our performance, including business strategy, industry trends, capital management, governance, risk management, keys to core earnings growth, portfolio concentrations and compensation. We strive to be transparent and responsive to the varied interests of the investor community, which included a substantial augmentation to our disclosures regarding risks related to the pandemic, such as identifying and disclosing details about industries that we estimated to be most affected by the pandemic, as well as new disclosures regarding our Paycheck Protection Program loans. During 2020, we hosted in person our regular biennial Investor Day meeting in Salt Lake City, attended in person by more than 50 analysts and investors, with additional attendees joining the meeting by webcast.
As part of our outreach, we traveled in person (pre-pandemic) or virtually (during the pandemic) to see investors in 18 cities located in the United States, the United Kingdom and Europe, presented at seven investor conferences, hosted nearly 70 one-on-one interactions with shareholders and other institutional investors in their offices and held one-on-one or small group meetings with nearly 80 investors in investor conference settings. In total, we met with nearly 150 institutional investors from approximately 90 unique institutional investment firms, primarily those investing in or analyzing the common equity of the Bank. The feedback received from investors and analysts at these meetings and other events is presented formally and discussed regularly in management and Board meetings.
Based upon results of a survey completed by Institutional Investor in 2020, Zions was ranked #1 for the best overall investor relations program within the Mid Cap and Small Cap Banks segment, with votes coming from brokerage firms and institutional investors.
Under Section 13(d) of the Securities Exchange Act of 1934, a beneficial owner of a security is any person who directly or indirectly has or shares voting power or investment power over such security. A beneficial owner under this definition need not enjoy the economic benefit of such securities. The following are the only shareholders known to the Bank deemed to be beneficial owners of 5% or more of the common stock of the Bank as of Feb. 25, 2021.