Document

DEF 14A 1 a2022proxystatementworking.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under §240.14a-12

ZIONS BANCORPORATION,

NATIONAL ASSOCIATION

(Name of registrant as specified in its charter)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which the transaction applies:

(2) Aggregate number of securities to which the transaction applies:

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(4) Proposed maximum aggregate value of the transaction:

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¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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March 17, 2022

Dear Shareholder:

You are cordially invited to participate in the Annual Meeting of Shareholders of Zions Bancorporation, N.A. to be held on Friday, April 29, 2022, 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/ZION2022. 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 18, 2022, 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.zionsbancorporation.com. Thank you for your continued investment.

Sincerely,

Harris H. Simmons

Chairman and Chief Executive Officer


Quick Information

The following charts provide a summary of Zions Bancorporation's 2022 Annual Meeting of Shareholders and our corporate governance and executive compensation practices. Please read the entire Proxy Statement for detailed information prior to voting.


ANNUAL MEETING INFORMATION

Date and Time: Friday, April 29, 2022

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/ZION2022. 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/ZION2022;

•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. 24, 2022


PROPOSALS REQUIRING YOUR VOTE
Proposal	Voting Options	Board Recommendation	More Information
PROPOSAL 1 Election of Directors	FOR, AGAINST, or ABSTAIN for each Director nominee	FOR each Nominee	Page 4
PROPOSAL 2 Ratification of Appointment of Independent Registered Public Accounting Firm	FOR, AGAINST, or ABSTAIN	FOR	Page 17
PROPOSAL 3 Advisory Vote on Executive Compensation	FOR, AGAINST, or ABSTAIN	FOR	Page 20
PROPOSAL 4 Approve the Bank's 2022 Omnibus Incentive Plan	FOR, AGAINST, or ABSTAIN	FOR	Page 52


VOTING INSTRUCTIONS

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/ZION2022 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.


GOVERNANCE AND COMPENSATION SUMMARY


Board Composition, Leadership and Operations
Current Number of Directors			11
Director Independence			82%
Standing Board Committee Membership Independence (excluding Executive Committee)			100%
Independent Lead Director			Yes
Voting Standard			Majority, with plurality carve-out for contested elections
Frequency of Director Elections			Annual
Resignation Policy			Yes
Classified Board			No
Mandatory Retirement Age			Yes (Annual meeting following 72nd birthday)
Mandatory Retirement Tenure			No
Average Director Age			62
Average Director Tenure			8 years
Gender Diversity on the Board			36%
Racial/Ethnic Diversity on the Board			36%
Directors Attending Fewer Than 75% of Meetings			None
Directors Overboarded per ISS or Glass Lewis Voting Guidelines			None
Annual Board and Committee Self-Evaluation Process			Yes
Independent Directors Meet Without Management Present			Yes
Number of Board Meetings Held in 2021			7 meetings
Total Number of Board and Committee Meetings Held in 2021			32
Board Oversight of Bank Strategy and Risks			Yes
Shareholder Rights
One Share, One Vote Policy			Yes
Dual-Class Common Stock			No
Cumulative Voting			No

iii


Vote Standard for Charter/Bylaw Amendment			80% (Charter–certain provisions) / Majority (Bylaw)
Shareholder Right to Call Special Meeting			Yes (by shareholders owning not less than 51% of the votes entitled to be cast on the issue proposed at the meeting)
Shareholder Right to Act by Written Consent			Yes
Board Authorized to Issue Blank-Check Preferred Stock			Yes; however, our capital plan, which may include preferred stock issuances, is regularly submitted to the OCC for review
Poison Pill			No
Proxy Access Bylaw			Yes
Other Governance Practices
Robust Stock Ownership Guidelines			Yes
Anti-Hedging and Anti-Pledging Policies			Hedging prohibited; pledging restricted
Shares Pledged by Directors and Executive Officers			See page 58 for details
Material Related Party Transactions with Directors			No
Director Onboarding and Ongoing Education Program			Yes
Independent Auditor			Ernst & Young LLP
Codes of Conduct for Directors and Employees			Yes
Board Oversight of Corporate Culture			Yes
Board Oversight of Environmental, Social, and Governance (ESG) Matters			Yes
No-Harassment Policy			Yes
Political Contributions			Zions does not use corporate funds for election-related contributions to political candidates, candidate campaign committees, political parties or super PACs.
Corporate Responsibility Report			Available at www.zionsbancorporation.com
Compensation Practices
CEO Pay Ratio			61:1
Clawback Policy			Yes
Employment Agreements for Executive Officers			No
Repricing of Underwater Options			No
Excessive Perks			No
Pay-for-Performance			Yes
Frequency of Say-on-Pay Advisory Vote			Annual
Double-Trigger Change in Control Provisions			Yes
Compensation Consultant			McLagan


Table of Contents
Quick Information			ii
ANNUAL MEETING INFORMATION			ii
PROPOSALS REQUIRING YOUR VOTE			ii
VOTING INSTRUCTIONS			ii
GOVERNANCE AND COMPENSATION SUMMARY			iii
Notice of the 2022 Annual Meeting of Shareholders			1
Solicitation and Voting Information			2
AVAILABILITY OF PROXY MATERIALS			3
“HOUSEHOLDING” OF PROXY MATERIALS			4
Proposal 1: Nomination and Election of Directors			4
DIRECTOR NOMINEES			5
BOARD MEETINGS AND ATTENDANCE			8
Compensation of Directors			8
DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS			9
DIRECTOR SUMMARY COMPENSATION TABLE			9
Corporate Governance			10
CORPORATE GOVERNANCE GUIDELINES AND POLICIES			10
BOARD DIVERSITY MATRIX AS OF FEBRUARY 24, 2022			11
CORPORATE RESPONSIBILITY: ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES			11
BOARD INDEPENDENCE AND LEADERSHIP STRUCTURE			11
INDEPENDENT COMMITTEE LEADERSHIP AND LEAD DIRECTOR			12
BOARD COMMITTEES			13
BOARD INVOLVEMENT IN RISK OVERSIGHT			16
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			17
REPORT OF THE AUDIT COMMITTEE			19
Proposal 3: Advisory (Nonbinding) Vote Regarding 2021 Executive Compensation ("Say on Pay")			20
EXECUTIVE OFFICERS OF THE BANK			21
Compensation Discussion and Analysis			24
EXECUTIVE SUMMARY			25
COMPENSATION OVERVIEW			27
COMPENSATION DECISIONS FOR THE 2021 PERFORMANCE PERIOD			29
DECISION-MAKING ROLES AND PROCESS			34


OTHER COMPENSATION ELEMENTS			36
COMPENSATION PRACTICES AND POLICIES			38
Compensation Committee Report			39
Compensation Tables			40
SUMMARY COMPENSATION TABLE			40
2021 GRANTS OF PLAN-BASED AWARDS			42
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2021			43
OPTION EXERCISES AND STOCK VESTED IN 2021			44
2021 PENSION BENEFITS			44
2021 NONQUALIFIED DEFERRED COMPENSATION			45
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			46
CEO PAY RATIO DISCLOSURE			49
RECONCILIATION OF NON-GAAP PERFORMANCE METRICS			49
Proposal 4: Approval of the Bank's 2022 Omnibus Incentive Plan			52
Other Matters			57
SHAREHOLDER OUTREACH			57
PRINCIPAL HOLDERS OF VOTING SECURITIES			57
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			58
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			59
OTHER BUSINESS BEFORE THE ANNUAL MEETING			59
SHAREHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING			59
COMMUNICATING WITH THE BOARD OF DIRECTORS			61
FORWARD-LOOKING STATEMENTS			61
Appendix I: Zions Bancorporation 2022 Omnibus Incentive Plan			62

One South Main Street, 11th Floor

Salt Lake City, Utah 84133-1109


Notice of the 2022 Annual Meeting of Shareholders

To the shareholders of Zions Bancorporation, N.A.:

The 2022 Annual Meeting of Shareholders of Zions Bancorporation, N.A. will be held:

Date: April 29, 2022

Time: 1 p.m., Mountain Daylight 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/ZION2022. 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/ZION2022;

•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, 2022 (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, 2021 (Proposal 3)

4.To approve the Bank's 2022 Omnibus Incentive Plan (Proposal 4)

Record Date: Only shareholders of record on Feb. 24, 2022, are entitled to notice of, and to vote at, the annual meeting.

By order of the Board of Directors

Thomas E. Laursen

Corporate Secretary

Salt Lake City, Utah

March 17, 2022

One South Main Street, 11th Floor

Salt Lake City, Utah 84133-1109

PROXY STATEMENT


Solicitation and Voting Information

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 29, 2022, at 1 p.m. Mountain Daylight Time via webcast at www.virtualshareholdermeeting.com/ZION2022, 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 18, 2022, 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. 24, 2022, 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 2022 (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, 2021 (Proposal 3)

Ø FOR approval of the Bank's 2022 Omnibus Incentive Plan (Proposal 4)

If you submit your proxy but indicate that you want to ABSTAIN with respect to any proposal, your shares will be counted for purposes of whether a quorum exists. An abstention will have no effect on the outcome of any proposal. You may REVOKE your proxy at any time before it is voted at the 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 151,894,502 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), on the proposal to approve the 2021 compensation of our named executive officers on a nonbinding advisory basis (Proposal 3), or on the proposal to approve the Bank's 2022 Omnibus Incentive Plan (Proposal 4), 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.


AVAILABILITY OF PROXY MATERIALS

The Notice of Annual Meeting and Proxy Statement and Annual Report on Form 10-K for the year ended Dec. 31, 2021, 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, 2021, 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.


“HOUSEHOLDING” OF PROXY MATERIALS

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.


Proposal 1: Nomination and Election of Directors

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.


The Board of Directors unanimously recommends that shareholders vote “FOR” the election of the 11 nominees for director listed below.

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.


DIRECTOR NOMINEES


			Principal Occupation, Directorships of Publicly Traded Companies During the Past Five Years, and Qualifications, Attributes, and Skills
Maria Contreras-Sweet Age 66 Director since 2021			Since 2017, Ms. Contreras-Sweet has been managing member of both Contreras Sweet Companies, a marketing and research solutions company, and Rockway Equity Partners, a private equity firm. She served as the 24th Administrator of the U.S. Small Business Administration and as a member of former President Barack Obama’s Cabinet from April 7, 2014, to Jan. 20, 2017. Previously, Ms. Contreras-Sweet was the founding executive chairwoman of ProAmerica Bank. She is a member of the boards of directors of publicly traded companies Sempra Energy, where she serves on the audit, compensation, and special matters committees; TriNet Group, Inc., serving on their risk committee; and Regional Management Corporation, where she serves on the compensation and nominations and governance committees. She also serves on the board of the Bipartisan Policy Center. Ms. Contreras-Sweet possesses extensive knowledge of and executive experience in both the public and private sectors. Her strong understanding of banking, regulation and the financial services marketplace; extensive experience with small and medium-sized businesses; and her promotion of workplace diversity and equity bring a valuable perspective to the Board.
Gary L. Crittenden Age 68 Director since 2016			Mr. Crittenden is a private investor and has been a nonemployee executive director of HGGC, LLC, a California-based middle market private equity firm, since Jan. 2017. During the period of 2009 to Jan. 2017, he served in various capacities at HGGC, including managing director, chairman and CEO. He is a member of the boards of directors of Primerica, where he chairs the audit committee and is a member of the compensation committee; and Extra Space Storage, Inc., where he also chairs the nominating and governance committee and is a member of the audit committee. He previously served as chairman of Citi Holdings and as chief financial officer at Citigroup, American Express Company, Monsanto, Sears Roebuck, Melville Corporation and Filene’s Basement following a consulting career at Bain & Company. Mr. Crittenden brings substantial experience in banking and financial services, mergers and acquisitions, investment management, public markets, finance and accounting, risk management, and regulatory relations.
Suren K. Gupta Age 61 Director Since 2015			Mr. Gupta is executive vice president of Technology, Global Operations and Strategic Ventures at Allstate Insurance Company, where he has served since 2011. From 2003 to 2011, he served as executive vice president and group chief information officer, Home & Consumer Finance Group, at Wells Fargo & Company. Mr. Gupta’s deep experience in technology, operations, and business strategy adds depth to our Board’s knowledge about data, technology, and cybersecurity, areas of evolving and increasing risk to the financial services industry. He has held senior technology, operations, sales, marketing and strategic development roles at GMAC Residential, INTELSAT, a telecommunications company, and at Thomson Corp., an information company.


			Principal Occupation, Directorships of Publicly Traded Companies During the Past Five Years, and Qualifications, Attributes, and Skills
Claire A. Huang Age 59 Director Since 2021			Ms. Huang is the former Chief Marketing Officer of JPMorgan Chase and Co. Previous to that she held global head of marketing positions at Bank of America Merrill Lynch in Boston and Hong Kong. She was also head of Fidelity Investments’ marketing and strategy groups. Her financial services experience began at American Express. Earlier in her career, she developed her credentials as a turnaround and growth expert in consumer products companies beginning at Procter and Gamble. Ms. Huang contributes her expertise in marketing, digital, brand building and strategic planning.
Vivian S. Lee Age 55 Director since 2015			Dr. Lee is the president of Health Platforms at Verily Life Sciences (Alphabet), where she has served since 2018. She is also a senior lecturer at Harvard Medical School and author of The Long Fix: Solving America’s Health Care Crisis with Strategies that Work for Everyone. From 2011 to 2017, she was senior vice president of Health Sciences at the University of Utah, dean of the university’s School of Medicine, and CEO of University of Utah Health Care. From 2014 until 2015, Dr. Lee also served on the board of directors of Zions First National Bank. Dr. Lee brings a wealth of experience from health care and technology. In Utah, as a CEO of a $3.5 billion health system, she focused on streamlining processes and improving efficiency in the highly regulated and rapidly evolving health care industry. As a health technology executive at Verily, she brings expertise in consumer-facing digital technologies, data and analytics platforms, and employee health, including COVID-19 response and management.
Scott J. McLean Age 65 Director since 2018			Mr. McLean is president and chief operating officer, or COO, of Zions Bancorporation, N.A. With over 42 years of banking experience, Mr. McLean has served in leadership positions for the Zions organization since 2002, including as CEO of its Amegy Bank affiliate prior to assuming his current position in 2014. Mr. McLean is active in the community, serving as a trustee of Southern Methodist University. He is a trustee emeritus and former chairman of the United Way of Greater Houston, a former trustee of Memorial Hermann Health System and former director of CenterPoint Energy.
Edward F. Murphy Age 69 Director since 2014			Mr. Murphy is a former executive vice president of the Federal Reserve Bank of New York where he served as the principal financial officer and was responsible for enterprise-wide operational risk management. He is also a former executive vice president of JPMorgan Chase & Co. Mr. Murphy is a certified public accountant who contributes significant expertise in accounting and financial reporting in the banking industry, as well as extensive experience in operational risk management and internal control processes. During his 21-year career at JPMorgan Chase, he held several senior leadership positions, including principal accounting officer, global director of internal audit, chief operating officer of Asia Pacific operations, and chief financial officer of the consumer and middle markets businesses.


			Principal Occupation, Directorships of Publicly Traded Companies During the Past Five Years, and Qualifications, Attributes, and Skills
Stephen D. Quinn Age 66 Director since 2002			Mr. Quinn is a former managing director and general partner of Goldman, Sachs & Co. He is the nonexecutive chairman and director of Group 1 Automotive, Inc., where he chairs the governance committee and is a member of the audit and compensation committees. He was a director of American Express Bank Ltd. prior to its sale in 2009. Mr. Quinn contributes financial and investment banking expertise to the Board. At Goldman Sachs, he specialized in corporate finance, spending two decades structuring mergers and acquisitions, debt and equity financings, and other transactions for some of America’s best-known corporations.
Harris H. Simmons Age 67 Director since 1989			Mr. Simmons is chairman and chief executive officer, or CEO, of Zions Bancorporation, N.A. He was previously a director of Questar Corporation. Mr. Simmons’ more than 40 years of experience in banking and leadership of the Bank is invaluable to the Board. During his tenure as our president and then chairman and CEO, the Bank has grown from $3 billion in assets to its present $90 billion in assets. He is past chairman of the American Bankers Association.
Aaron B. Skonnard Age 49 Director since 2019			Mr. Skonnard is the co-founder and CEO of Pluralsight, Inc., an enterprise software-as-a-service company focused on teaching technology skills through its leading technology skills development platform used by 70% of the Fortune 500 companies. Mr. Skonnard is a founder and board member of the Silicon Slopes organization, a nonprofit designed to empower Utah’s startup and tech community. His contributions to the Board include his expertise in technology, understanding of issues and trends in information security, as well as his valuable perspective as an entrepreneur, chief executive officer of a publicly traded company, and philanthropist.
Barbara A. Yastine Age 62 Director since 2017			Ms. Yastine is the former chair and CEO of Ally Bank, a digital banking leader, serving in various capacities from May 2010 to June 2015. She has more than 30 years of management experience in financial services. She most recently served as a director and co-CEO of privately held Lebenthal Holdings, LLC from Sept. 2015 to June 2016. She is an active investor in private companies. In addition to Zions, she is a director of Primerica, Inc., where she is the chair of the compensation committee and a member of the audit committee; AXIS Capital Holdings Ltd. serving as chair of the governance and nominating committee and a member of the audit and risk committees; and Alkani Technology, where she is a member of the audit committee. Ms. Yastine's broad industry experience spans consumer and commercial banking, investment banking and capital markets, and asset and wealth management. Prior to her tenure at Ally Bank, she served in various executive roles at Citigroup and Credit Suisse First Boston for more than 17 years. In addition to industry knowledge, Ms. Yastine contributes her expertise in general management, digital and branding strategies, finance, strategic planning, compliance, and bank regulatory matters.

* 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.


BOARD MEETINGS AND ATTENDANCE

During 2021, our full Board held seven meetings. The nonmanagement directors met in confidential “executive sessions” four times, with our independent lead director presiding at each such executive session. All directors attended at least 75% of the total number of all Board and applicable committee meetings. All Board members also participated in or stood for election at last year’s virtual Annual Meeting of Shareholders. All of our directors are expected to attend the regularly scheduled meetings of the Board, including the organizational meeting held in conjunction with the annual meeting, meetings of committees of which they serve as members, and our Annual Meeting of Shareholders.

The Board regularly schedules educational presentations during its meetings to stay current on market, regulatory and industry issues. In addition, our Board members periodically attend industry conferences, meetings with regulatory agencies, and training and educational sessions pertaining to their service on the Board and its committees.

The Board typically invites members of management, including our chief financial officer, or CFO; general counsel; chief risk officer, or CRO; chief credit officer; and chief audit executive to attend Board meetings and Board committee meetings (or portions thereof) to provide information relating to their areas of responsibility. Members of management do not attend executive sessions of the Board, except when requested by the Board.


Compensation of Directors

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 adopted on April 30, 2021. 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.


Element of Compensation	Position		Amount
Annual cash retainer	All nonemployee directors		$	75,000
	Lead Director		$	35,000
	Audit Committee	Chair	$	15,000
		Member1	$	22,000
	Risk Oversight Committee	Chair	$	15,000
		Member1	$	17,000
		Special Technology Assignment	$	10,000
	Compensation Committee	Chair	$	10,000
		Member1	$	10,000
	Nominating and Corporate Governance Committee	Chair	$	10,000
		Member1	$	10,000
Meeting fee			$	—
Restricted stock units2	All nonemployee directors		$	105,000

1.Includes committee chair

2.The number of restricted stock shares or units is determined by dividing the grant value by the closing price of Zions Bancorporation common stock on the grant date and rounding to the nearest whole share.


DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS

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.


DIRECTOR SUMMARY COMPENSATION TABLE


(a)	(b)	(c)	(d)	(e)	(f)	(g)
Name(1)	Fees Earned or Paid in Cash ($)(2)	Stock Awards ($)(3)(4)	Option Awards ($)(4)	Change in Pension Value and Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Maria Contreras-Sweet(5)	62,833	105,016	—	—	—	167,849
Gary L. Crittenden	111,500	105,016	—	—	—	216,516
Suren K. Gupta	96,500	105,016	—	—	—	201,516
J. David Heaney(6)	53,000	—	—	—	3,667(6)	56,667
Claire A. Huang	41,167	105,016				117,431
Vivian S. Lee	84,000	105,016	—	—	—	175,495
Edward F. Murphy	123,500	105,016	—	—	—	228,516
Stephen D. Quinn	133,167	105,016	—	—	—	238,182
Aaron B. Skonnard	79,500	105,016	—	—	—	184,516
Barbara A. Yastine	106,500	105,016	—	—	—	211,516

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 40.

2.Amounts earned include fees deferred by participating directors under the Zions Bancorporation Deferred Compensation Plan for Directors.

3.Grants of 1,882 shares of restricted stock were made to each director effective April 30, 2021, under the 2015 Omnibus Incentive Plan, which vested immediately on the date of grant. The fair market value on the date of grant was $55.80 per share.

4.There were no directors’ stock option or unvested restricted stock awards outstanding as of Dec. 31, 2021.

5.Ms. Contreras-Sweet was elected to the Board on April 30, 2021.

6.Prior to his retirement in April 2021, Mr. Heaney served as a member of the advisory board of Zions Bancorporation, N.A.’s Amegy Bank division. His 2021 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 was not nominated to stand for reelection at the 2021 annual meeting.


Corporate Governance

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.


CORPORATE GOVERNANCE GUIDELINES AND POLICIES

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;

•Policies prohibiting hedging and restricting pledging of Bank stock by directors or executive officers; and

•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.


BOARD DIVERSITY MATRIX AS OF FEBRUARY 24, 2022


Total Number of Directors	11
Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	4	7	0	0
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	2	1	—	—
Hispanic or Latinx	1	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	6	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—


CORPORATE RESPONSIBILITY: ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES

In addition to our corporate governance practices, the Bank continues actively to support and serve its clients 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 2021 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 2021, as more fully described in the report, included the launch of our Small Business Diversity Banking Program to provide more affordable access to capital to women-, minority- and veteran-owned businesses; funding approximately 77,000 Paycheck Protection Program loans totaling more than $10 billion to small businesses and nonprofit organizations, making us the tenth largest provider of this form of financing in the nation; adding about 3.7 gigawatts of capacity to our portfolio of renewable energy investments and being ranked a top Mandated Lead Arranger of loans to renewable energy projects in the U.S.; 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.


BOARD INDEPENDENCE AND LEADERSHIP STRUCTURE

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 J. 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 over 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.


INDEPENDENT COMMITTEE LEADERSHIP AND LEAD DIRECTOR

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.


BOARD COMMITTEES

Our Board’s standing committees are:

•Executive Committee

•Audit Committee

•Risk Oversight Committee

•Compensation 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 2021.

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.

Name

Executive
Committee

Audit Committee

Risk Oversight Committee

Compensation Committee

Nominating and Corporate Governance Committee

Maria Contreras-Sweet

Gary L. Crittenden

ü*

Suren K. Gupta

Claire A. Huang

Vivian S. Lee

ü*

Scott J. McLean

Edward F. Murphy

ü*

Stephen D. Quinn, Lead Director

ü*

Harris H. Simmons

Aaron Skonnard

Barbara A. Yastine

ü*

* Committee Chair

EXECUTIVE COMMITTEE

Our Executive Committee had six members during 2021. 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 2021.

AUDIT COMMITTEE

Our Audit Committee had four members and met 12 times during 2021. 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 and Gary L. Crittenden 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 six times during 2021. 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.

COMPENSATION COMMITTEE

Our Compensation Committee had three members and met four times during 2021. 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 2021 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 three members and met three times during 2021. 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. This includes overseeing practices and reporting with respect to our efforts to create a more inclusive and diverse workplace and matters related to the Bank's larger responsibilities to society that are considered by management to be of significance to the Bank and its stakeholders.

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, experience, gender and race/ethnicity;

•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 2023 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.


BOARD INVOLVEMENT IN RISK OVERSIGHT

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 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.


Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

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, 2022. 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 2021 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 Board unanimously recommends that shareholders vote “FOR” the ratification of Ernst & Young LLP as the Bank’s independent registered public accounting firm for fiscal 2022.

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 Dec. 31, 2021 and 2020, were:


($ approximate)	2021		2020
Audit	$	3,949,987	$	4,048,369
Audit-Related	240,250		617,550
Tax	297,070		290,549
All other	6,320		6,000
Total	$	4,493,627	$	4,962,468

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 2021 or 2020 that were not approved in advance by the Audit Committee.


REPORT OF 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 2021 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 2022 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 2021, the Audit Committee reviewed its charter and made no 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, 2021, 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, 2021, for filing with the SEC.

Edward F. Murphy, Chairman

Maria Contreras-Sweet

Gary L. Crittenden

Claire A. Huang


Proposal 3: Advisory (Nonbinding) Vote Regarding 2021 Executive Compensation ("Say on Pay")

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 2022 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 2021 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 2021.

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 2021 Annual Meeting of Shareholders of the compensation paid to our named executive officers for 2020. At our 2021 Annual Meeting of Shareholders, approximately 95% of voting shareholders approved the non-binding advisory resolution regarding compensation of our named executive officers.


The Board unanimously recommends that shareholders vote “FOR” approval of the 2021 compensation of named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC.

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 2019 that indicated shareholder preference for an annual non-binding vote on executive officer compensation.


EXECUTIVE OFFICERS OF THE BANK

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.


Individual 2			Principal Occupation During Past Five Years 1
Harris H. Simmons Age 67 Officer since 1981			Chairman and Chief Executive Officer
James R. Abbott Age 48 Officer since 2009			Senior Vice President, Investor Relations
Bruce K. Alexander Age 69 Officer since 2000			Executive Vice President. President and Chief Executive Officer – Vectra Bank Colorado
A. Scott Anderson Age 75 Officer since 1997			Executive Vice President. President and Chief Executive Officer – Zions Bank
Paul E. Burdiss Age 56 Officer since 2015			Executive Vice President and Chief Financial Officer


Individual 2			Principal Occupation During Past Five Years 1
Kenneth J. Collins Age 56 Officer since 2018			Executive Vice President, Enterprise Portfolio Management. Prior to 2018, officer of Bank subsidiaries or divisions holding various positions
Eric Ellingsen Age 45 Officer Since 2021			Executive Vice President. President and Chief Executive Officer – California Bank & Trust. Prior to 2021, President and Chief Operating Officer of California Bank & Trust
Alan M. Forney Age 61 Officer since 2018			Executive Vice President. President and Chief Executive Officer – The Commerce Bank of Washington. Prior to 2018, officer of The Commerce Bank of Washington holding various positions, including chief lending officer
Olga Hoff Age 48 Officer since 2018			Executive Vice President, Retail Banking. Prior to 2018, officer of Bank subsidiaries or divisions holding various positions
Thomas E. Laursen Age 70 Officer since 2004			Executive Vice President, General Counsel and Secretary
Scott A. Law Age 56 Officer since 2019			Executive Vice President and Chief Human Resources Officer. Prior to 2019, Director of HR Shared Services
Scott J. McLean Age 65 Officer since 2006			President and Chief Operating Officer
Keith D. Maio Age 64 Officer since 2005			Executive Vice President and Chief Risk Officer. From 2015-2020, Chief Banking Officer
Michael Morris Age 65 Officer since 2013			Executive Vice President and Chief Credit Officer
Ryan Richards Age 45 Officer since 2021			Senior Vice President and Corporate Controller since May 2021. From December 2019 to April 2021, served in various capacities with Truist Financial Corporation, including chief accounting officer and director of investor relations. Various positions with SunTrust Banks, Inc. from Aug. 2014 to Dec. 2019
Rebecca K. Robinson Age 47 Officer since 2016			Executive Vice President and Director of Wealth Management
Terry A. Shirey Age 48 Officer since 2017			Executive Vice President. President and Chief Executive Officer – Nevada State Bank
Jennifer A. Smith Age 49 Officer since 2015			Executive Vice President and Chief Technology and Operations Officer


Individual 2			Principal Occupation During Past Five Years 1
Steve D. Stephens Age 63 Officer since 2010			Executive Vice President. President and Chief Executive Officer – Amegy Bank
Randy R. Stewart Age 61 Officer since 2018			Executive Vice President, Enterprise Mortgage Lending. Prior to 2018, officer of Amegy Bank holding various positions
Mark R. Young Age 62 Officer since 2015			Executive Vice President. President and Chief Executive Officer – National Bank of Arizona

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.


Compensation Discussion and Analysis

In this Compensation Discussion and Analysis, or CD&A, we provide an overview of our executive compensation philosophy and decision-making process for 2021 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 members of our 2021 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).

Our NEOs for 2021 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)


EXECUTIVE SUMMARY	25	Compensation Committee Report	39

SEC Form DEF 14A filed by Zions Bancorporation N.A.