zions-20240313

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 paid previously with preliminary materials

March 14, 2024

Dear Fellow Shareholders:

You are cordially invited to participate in the Annual Meeting of Shareholders of Zions Bancorporation, N.A. to be held on Friday, April 26, 2024, 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/ZION2024. 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 15, 2024, 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 2024 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 26, 2024

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/ZION2024. 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/ZION2024.

•You will need your 16-digit control number to enter the annual meeting.

•Shareholders may vote and submit questions while participating in the annual meeting via the internet.

Record Date: Feb. 22, 2024


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 21
PROPOSAL 3 Advisory Vote on Executive Compensation	FOR, AGAINST, or ABSTAIN	FOR	Page 24
PROPOSAL 4 Approval of Amendment to the Bank's 2022 Omnibus Incentive Plan	FOR, AGAINST, or ABSTAIN	FOR	Page 60
PROPOSAL 5 Shareholder Proposal Regarding "Report on Risks of Politicized De-banking"	FOR, AGAINST, or ABSTAIN	AGAINST	Page 66


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/ZION2024 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 75th birthday)
Mandatory Retirement Tenure			No
Average Director Age			64
Average Director Tenure			10.5 years
Gender Diversity on the Board			36%
Racial/Ethnic Diversity on the Board			36%
Total Diversity on the Board			45%
Directors Attending at Least 75% of Meetings			All
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


Robust Responsibilities Assigned to the Independent Lead Director			Yes
Number of Board Meetings Held in 2023			7 meetings and 4 optional informational calls
Total Number of Board and Committee Meetings Held in 2023			33
Board Oversight of Bank Strategy and Risks			Yes
Shareholder Rights
One Share, One Vote Policy			Yes
Dual-Class Common Stock			No
Cumulative Voting			No
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
Hedging Agreements by Directors/Executive Officers			None; hedging prohibited
Shares Pledged by Directors and Executive Officers			See page 70 for details
Material Related Party Transactions with Directors			No
Director Onboarding and Ongoing Education Program			Yes
Independent Auditor			Ernst & Young LLP
Sustainability and Social Practices
Board Oversight of Sustainability and Climate-Related Matters			Yes
Board Oversight of Social and Governance Matters			Yes
Board Oversight of Corporate Culture			Yes
Management-Level Responsibility for Sustainability and Social Strategies			Yes
Codes of Conduct for Directors, Employees, and Suppliers			Yes, posted at www.zionsbancorporation.com
Annual Corporate Responsibility Report			Yes, posted at www.zionsbancorporation.com
Disclosures Aligned with SASB			Yes, posted at www.zionsbancorporation.com
Disclosure of Workforce Demographics			Yes, included in Corporate Responsibility Report
Political Contributions			None. Zions does not use corporate funds for election-related contributions to political candidates, candidate campaign committees, political parties or super PACs.

iii


Compensation Practices
CEO Pay Ratio			59:1
Clawback and Recoupment Policies			Yes, posted at www.zionsbancorporation.com
Incentive Plans that Encourage Excessive Risk-Taking			No
Employment Agreements for Executive Officers			No
Repricing of Underwater Options			No
Excessive Perks			No
Pay-for-Performance			Yes
Frequency of Say-on-Pay Advisory Vote			Annual
Double-Trigger Change-in-Control Provisions			Yes


Table of Contents
Quick Information			i
ANNUAL MEETING INFORMATION			i
PROPOSALS REQUIRING YOUR VOTE			i
VOTING INSTRUCTIONS			ii
GOVERNANCE AND COMPENSATION SUMMARY			ii
Notice of the 2024 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
DIRECTOR QUALIFICATIONS			8
BOARD MEETINGS AND ATTENDANCE			8
Compensation of Directors			9
DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS			9
DIRECTOR SUMMARY COMPENSATION TABLE			10
Corporate Governance			11
CORPORATE GOVERNANCE GUIDELINES AND POLICIES			11
BOARD DIVERSITY MATRIX AS OF FEB. 22, 2024			12
CORPORATE RESPONSIBILITY: SUSTAINABILITY AND SOCIAL PRACTICES			12
BOARD INDEPENDENCE AND LEADERSHIP STRUCTURE			14
INDEPENDENT COMMITTEE LEADERSHIP AND LEAD DIRECTOR			15
BOARD COMMITTEES			16
BOARD INVOLVEMENT IN RISK OVERSIGHT			19
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			21
REPORT OF THE AUDIT COMMITTEE			22
Proposal 3: Advisory (Nonbinding) Vote Regarding 2023 Executive Compensation ("Say on Pay")			24
EXECUTIVE OFFICERS OF THE BANK			25
Compensation Discussion and Analysis			27
EXECUTIVE SUMMARY			28
COMPENSATION OVERVIEW			30
COMPENSATION DECISIONS FOR THE 2023 PERFORMANCE PERIOD			32


DECISION-MAKING ROLES AND PROCESS			39
OTHER COMPENSATION ELEMENTS			41
COMPENSATION PRACTICES AND POLICIES			43
Compensation Committee Report			44
Compensation Tables			45
SUMMARY COMPENSATION TABLE			45
2023 GRANTS OF PLAN-BASED AWARDS			47
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023			48
OPTION EXERCISES AND STOCK VESTED IN 2023			49
2023 PENSION BENEFITS			49
2023 NONQUALIFIED DEFERRED COMPENSATION			50
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			51
CEO PAY RATIO DISCLOSURE			54
PAY VERSUS PERFORMANCE DISCLOSURE			55
NON-GAAP FINANCIAL MEASURES			58
Proposal 4: Approval of Amendment to the Bank's 2022 Omnibus Incentive Plan			60
Proposal 5: Shareholder Proposal Requesting a Report on Risks of Politicized De-banking			66
Other Matters			68
SHAREHOLDER OUTREACH			68
PRINCIPAL HOLDERS OF VOTING SECURITIES			69
DELINQUENT SECTION 16(a) REPORTS			70
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			71
OTHER BUSINESS BEFORE THE ANNUAL MEETING			71
SHAREHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING			71
COMMUNICATING WITH THE BOARD OF DIRECTORS			73
FORWARD-LOOKING STATEMENTS			73
Appendix I: Amendment to Zions Bancorporation 2022 Omnibus Incentive Plan			74

One South Main Street, 11th Floor

Salt Lake City, Utah 84133-1109


Notice of the 2024 Annual Meeting of Shareholders

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

The 2024 Annual Meeting of Shareholders of Zions Bancorporation, N.A. will be held:

Date: April 26, 2024

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/ZION2024. 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/ZION2024.

•You will need your 16-digit control number to enter the annual meeting.

•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, 2024 (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, 2023 (Proposal 3);

4.To approve an amendment to the Bank's 2022 Omnibus Incentive Plan; and

5.To consider a shareholder proposal regarding "Report on Risks of Politicized De-banking."

Record Date: Only shareholders of record on Feb. 22, 2024, 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 14, 2024

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 26, 2024, at 1 p.m. Mountain Daylight Time via webcast at www.virtualshareholdermeeting.com/ZION2024, as described on page 1.

In accordance with rules and regulations of the Securities and Exchange Commission, or SEC, we have elected to provide our shareholders with access to our proxy materials over the internet rather than in paper form. Accordingly, on or about March 15, 2024, we will send a Notice of Internet Availability of Proxy Materials rather than a printed copy of the materials to our shareholders of record as of Feb. 22, 2024, the record date for the annual meeting.

If you validly submit a proxy solicited by the Board, the shares represented by the proxy will be voted on the proposals in the manner you specify. If no contrary direction is given, your proxy will be voted as follows:

Ø FOR the election of the 11 directors listed on page 5 to a one-year term of office (Proposal 1);

Ø FOR ratification of the appointment of our independent registered public accounting firm for 2024 (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, 2023 (Proposal 3);

Ø FOR approval of an Amendment to the Bank's 2022 Omnibus Incentive Plan (Proposal 4); and

Ø AGAINST a shareholder proposal regarding "Report on Risks of Politicized De-banking (Proposal 5)."

If you submit your proxy but indicate that you want to ABSTAIN with respect to any proposal, your shares will be counted for purposes of whether a quorum exists. An abstention will have no effect on the outcome of any proposal. You may REVOKE your proxy at any time before it is voted at the annual meeting by giving written notice to our Corporate Secretary, or by submitting a later-dated proxy through the mail, internet, or telephone (in which case the later submitted proxy will be recorded and the earlier proxy revoked), or by voting via the internet during the annual meeting.

The only shares that may be voted at the annual meeting are the 147,599,020 common shares outstanding at the close of business on the record date. Each share is entitled to one vote.

Quorum. A quorum of our shares, which is a majority of the shares entitled to vote on the record date, must be present or represented by proxy before any action can be taken at the annual meeting. Further, in order for any shareholder proposal to be acted on at the meeting, the proposal will need to be validly presented at the annual meeting by a shareholder proponent.

Voting standard. On all matters other than the election of directors, the action will be approved if the number of shares validly voted “for” the action exceeds the number of shares validly voted “against” the action. The same majority vote standard also applies in the uncontested election of directors. In all elections of directors, each shareholder entitled to vote shall have the right to vote, in person or by proxy, each share owned by him or her for as many persons as there are directorships to be voted on. Each nominee in an uncontested election will be elected as director for a full term if, and only if, the nominee receives the affirmative vote of the majority of the

votes cast with respect to that nominee (meaning the number of shares validly voted “for” the nominee exceeds the number of shares voted “against” that nominee). If a nominee fails to receive such a majority of votes, he or she will be required by our corporate governance guidelines to promptly tender his or her resignation following certification of the vote. The Board, through a process managed by the Nominating and Corporate Governance Committee, will decide whether to accept the resignation. The Board must take action within 90 days following certification of the vote, unless the action would cause the Bank to fail to comply with any listing or legal requirement, in which event the Board will take action as promptly as is practicable while continuing to meet such requirements. The Board must publicly disclose whether they accepted or rejected the nominee's resignation and the reasons for the decision. At a contested election, the directors will be elected by a plurality of the votes cast (meaning the nominees with the greatest number of shares voted “for” shall be elected without regard to votes cast “against” any nominee).

Voting by your broker. Please note that under the New York Stock Exchange, or NYSE, rules governing broker-dealers, brokers who have not received voting instructions from their customers 10 days prior to the annual meeting date may vote their customers’ shares in the brokers’ discretion on the proposal regarding the ratification of the appointment of our independent registered public accounting firm (Proposal 2) because this is considered “discretionary” under NYSE rules. If your broker is an affiliate of the Bank, NYSE policy states that, in the absence of your specific voting instructions, your shares may be voted only in the same proportion as all other shares are voted with respect to each discretionary item. Under the NYSE rules, each other proposal is a “nondiscretionary” item, which means that member brokers who have not received instructions from the beneficial owners of the Bank’s common stock do not have discretion to vote the shares of our common stock held by those beneficial owners on those proposals. This means that brokers may not vote your shares in the election of directors (Proposal 1) or on Proposals 3, 4 or 5 unless you provide specific instructions on how to vote. Broker non-votes will have no effect on the outcome of these proposals. We encourage you to provide instructions to your broker regarding the voting of your shares.

We will bear the cost of soliciting proxies. We will reimburse brokers and others who incur costs to send proxy materials to beneficial owners of shares held in a broker or nominee name. Our directors, officers, and employees may solicit proxies in person, by mail, or by telephone, but they will receive no extra compensation for doing so.


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, 2023, are available at www.zionsbancorporation.com.

The Bank will provide without charge to each shareholder, on written request, a copy of the Bank's Annual Report on Form 10-K for its fiscal year ended Dec. 31, 2023, including the financial statements and schedules thereto, as filed with the SEC. Written requests for such information should be directed to the Corporate Secretary, Zions Bancorporation, One South Main Street, 11th Floor, Salt Lake City, Utah 84133-1109.


“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 17 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 68 Director since 2021			Since 2017, Ms. Contreras-Sweet has been managing member of both Contreras Sweet Companies, a marketing and research solutions company, and Rockway Equity Partners, a private equity firm. She served as the 24th Administrator of the U.S. Small Business Administration and as a member of former President Barack Obama’s Cabinet from April 7, 2014, to Jan. 20, 2017. Previously, Ms. Contreras-Sweet was the founding executive chairwoman of ProAmerica Bank. She is a member of the boards of directors of publicly traded companies TriNet Group, Inc., serving as chairperson of their risk committee and as a member of their nomination and governance committee; and Regional Management Corporation, where she serves as chairperson of the nomination and governance committee and as a member of the compensation committee. She also serves on the board of the Bipartisan Policy Center. Ms. Contreras-Sweet possesses extensive knowledge of and executive experience in both the public and private sectors. Her strong understanding of banking, regulation and the financial services marketplace; extensive experience with small- and medium-sized businesses; and her promotion of workplace diversity and equity bring a valuable perspective to the Board.
Gary L. Crittenden Age 70 Director since 2016			Mr. Crittenden is a private investor and has been a nonemployee executive director of HGGC, LLC, a California-based middle market private equity firm, since Jan. 2017. From 2009 to Jan. 2017, he served in various capacities at HGGC, including managing director, chairman and CEO. He is a member of the boards of directors of Primerica, where he is the lead director, chairs the audit committee and is a member of the compensation committee, and Extra Space Storage Inc., where he also chairs the audit committee and is a member of the compensation committee. He previously served as chairman of Citi Holdings and as chief financial officer at Citigroup, American Express Company, Monsanto, Sears Roebuck, Melville Corporation and Filene’s Basement, following a consulting career at Bain & Company. Mr. Crittenden brings substantial experience in banking and financial services, mergers and acquisitions, investment management, public markets, finance and accounting, risk management, and regulatory relations.
Suren K. Gupta Age 63 Director Since 2015			Mr. Gupta is president of Allstate Protection and Enterprise Services, where he leads six different protection business units, including device and appliance protection, identity protection, extended vehicle protection, voluntary benefits, and roadside protection services. He also leads global sourcing and procurement services, real estate and other administrative services. Prior to his current role, Mr. Gupta was President of Allstate Enterprise Solutions where he was responsible for leading a global technology organization, global operations and Allstate corporate venture capital. Before joining Allstate, Mr. Gupta was executive vice president and group chief information officer for consumer lending at Wells Fargo Bank. Mr. Gupta’s deep experience in technology, operations, procurement, risk management and business strategy adds depth to our Board’s knowledge about data, technology, and cybersecurity, areas of evolving and increasing risk to the financial services industry. In addition to his roles at Allstate and Wells Fargo, he has held senior technology, operations, sales, marketing and strategic development roles at Airclic, Inc., a startup wireless internet venture, GMAC, INTELSAT, a telecommunications company, Thomson Corporation, and American Airlines.


			Principal Occupation, Directorships of Publicly Traded Companies During the Past Five Years, and Qualifications, Attributes, and Skills
Claire A. Huang Age 61 Director Since 2020			Ms. Huang is the former chief marketing officer of JPMorgan Chase and Co. Previously, she held global head of marketing positions at Bank of America Merrill Lynch in Boston and Hong Kong. She was also head of Fidelity Investments’ marketing and strategy groups. Her financial services experience began at American Express. Earlier in her career, she developed her credentials as a turnaround and growth expert in consumer products companies, beginning at Procter and Gamble. Ms. Huang contributes her expertise in marketing, digital, brand building and strategic planning.
Vivian S. Lee Age 57 Director since 2015			Dr. Lee is an executive fellow at Harvard Business School, where she has served since Dec. 2022. She is also a senior lecturer at Harvard Medical School and author of The Long Fix: Solving America’s Health Care Crisis with Strategies that Work for Everyone. From 2018 to 2022, she served as president of Health Platforms at Verily Life Sciences (Alphabet), where she led the founding and growth of several successful health technology companies. Prior to that, she served for six years as the senior vice president of health sciences at the University of Utah, dean of the university’s school of medicine, and CEO of University of Utah Health Care. From 2014 until 2015, Dr. Lee also served on the board of directors of Zions First National Bank. Dr. Lee brings a wealth of experience from health care and technology. In Utah, as a CEO of a $3.5 billion health system, she focused on streamlining processes and improving efficiency in the highly regulated and rapidly evolving health care industry. As a health technology executive at Verily, she built consumer-facing digital technologies, data and analytics platforms, and employee health, including COVID-19 response and management.
Scott J. McLean Age 67 Director since 2018			Mr. McLean is president and chief operating officer, or COO, of Zions Bancorporation, N.A. With over 40 years of banking experience, Mr. McLean has served in leadership positions for the Zions organization since 2002, including as CEO of its Amegy Bank affiliate prior to assuming his current position in 2014. Mr. McLean is active in the community, serving as a trustee of Southern Methodist University. He is a trustee emeritus and former chairman of the United Way of Greater Houston, a former trustee of Memorial Hermann Health System and former director of CenterPoint Energy.
Edward F. Murphy Age 71 Director since 2014			Mr. Murphy is a former executive vice president of the Federal Reserve Bank of New York where he served as the principal financial officer and was responsible for enterprise-wide operational risk management. He is also a former executive vice president of JPMorgan Chase & Co. Mr. Murphy is a certified public accountant who contributes significant expertise in accounting and financial reporting in the banking industry, as well as extensive experience in operational risk management and internal control processes. During his 21-year career at JPMorgan Chase, he held several senior leadership positions, including principal accounting officer, global director of internal audit, chief operating officer of Asia Pacific operations, and chief financial officer of the consumer and middle markets businesses.


			Principal Occupation, Directorships of Publicly Traded Companies During the Past Five Years, and Qualifications, Attributes, and Skills
Stephen D. Quinn Age 68 Director since 2002			Mr. Quinn is a former managing director and general partner of Goldman, Sachs & Co. He is a director of Group 1 Automotive, Inc., where he serves on the nominating and governance, finance, risk management, compensation and audit committees. He also serves on the board of the National Ability Center in Park City, Utah. He was a director of American Express Bank Ltd. prior to its sale in 2009. Mr. Quinn contributes financial and investment banking expertise to the Board. At Goldman Sachs, he specialized in corporate finance, spending two decades structuring mergers and acquisitions, debt and equity financings, and other transactions for some of America’s best-known corporations.
Harris H. Simmons Age 69 Director since 1989			Mr. Simmons is chairman and chief executive officer, or CEO, of Zions Bancorporation, N.A. He is a director of O.C. Tanner Company and National Life Group, and a past director of Questar Corporation. Mr. Simmons’ more than 40 years of experience in banking and leadership of the Bank is invaluable to the Board. During his tenure as our president and then chairman and CEO, the Bank has grown from $3 billion in assets to its present nearly $90 billion in assets. He is past chairman of the American Bankers Association.
Aaron B. Skonnard Age 51 Director since 2019			Mr. Skonnard is the co-founder and CEO of Pluralsight, Inc., an enterprise software-as-a-service company focused on teaching technology skills through its leading technology skills development platform in use by 70% of Fortune 500 companies. Mr. Skonnard is a founder and board member of the Silicon Slopes organization, a nonprofit designed to empower Utah’s startup and tech community. His contributions to the Board include his expertise in technology, understanding of issues and trends in information security, as well as his valuable perspective as an entrepreneur, chief executive officer of a publicly traded company, and philanthropist.
Barbara A. Yastine Age 64 Director since 2017			Ms. Yastine is the former chair and CEO of Ally Bank, a digital banking leader, serving in various capacities from May 2010 to June 2015. She has more than 30 years of management experience in financial services. She most recently served as a director and co-CEO of privately held Lebenthal Holdings, LLC from Sept. 2015 to June 2016. She is an active investor in private companies. In addition to Zions, she is a director of Primerica, Inc., where she is the chair of the compensation committee and a member of the audit committee; AXIS Capital Holdings Ltd. serving as chair of the governance and nominating committee and a member of the audit committee; and Alkami Technology, where she is a member of the audit committee. Ms. Yastine's broad industry experience spans consumer and commercial banking, investment banking and capital markets, and asset and wealth management. Prior to her tenure at Ally Bank, she served in various executive roles at Citigroup and Credit Suisse First Boston for more than 17 years. In addition to industry knowledge, Ms. Yastine contributes her expertise in general management, digital and branding strategies, finance, strategic planning, compliance, and bank regulatory matters.

* 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.


DIRECTOR QUALIFICATIONS

The following chart highlights relevant skills and experiences of our director nominees.

Contreras-Sweet

Crittenden

Gupta

Huang

Lee

McLean

Murphy

Quinn

Simmons

Skonnard

Yastine

C-Suite Leadership

•

Cyber, Tech and/or Data

•

Finance and Accounting

•

Financial Services

•

Operations

•

Regulatory/Compliance

•

Risk Management

•

Sales and Marketing

•

Strategic Planning

•


BOARD MEETINGS AND ATTENDANCE

During 2023, our full Board held seven meetings and four optional update calls. The independent directors met in confidential “executive sessions” two times, with our independent lead director presiding at each such executive session. All directors attended at least 75% of the total number of all Board and applicable committee meetings. All Board members also participated in or stood for election at last year’s virtual Annual Meeting of Shareholders. All of our directors are expected to attend the regularly scheduled meetings of the Board, including the organizational meeting held in conjunction with the annual meeting, meetings of committees of which they serve as members, and our Annual Meeting of Shareholders.

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

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


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.

Nonemployee 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	97,000	104,995	—	—	—	201,995
Gary L. Crittenden	117,000	104,995	—	—	—	221,995
Suren K. Gupta	102,000	104,995	—	—	—	206,995
Claire A. Huang	107,000	104,995				211,995
Vivian S. Lee	95,000	104,995	—	—	—	199,995
Edward F. Murphy	129,000	104,995	—	—	—	233,995
Stephen D. Quinn	137,000	104,995	—	—	—	241,995
Aaron B. Skonnard	95,000	104,995	—	—	—	199,995
Barbara A. Yastine	117,000	104,995	—	—	—	221,995

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 45.

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

3.Grants of 4,419 shares of restricted stock were made to each director effective May 5, 2023, under the 2022 Omnibus Incentive Plan, which vested immediately on the date of grant. The fair market value on the date of grant was $23.76 per share.

4.There were no directors’ stock option or unvested restricted stock awards outstanding as of Dec. 31, 2023.


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;

•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; and

•Recoupment Policy, which allows the Bank to, among other actions, recoup certain incentive compensation from covered executive officers in the event the Bank is required to prepare an accounting restatement due to the material noncompliance of the Bank with any financial reporting requirement under securities laws.

These guidelines and policies are posted on our website at www.zionsbancorporation.com and can be accessed by clicking on “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 FEB. 22, 2024


Total Number of Directors	11
Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	4	7	—	—
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: SUSTAINABILITY AND SOCIAL PRACTICES

In addition to our corporate governance practices, the Bank continues actively to support and serve its clients and communities. The Bank published its latest annual Corporate Responsibility Report in the first quarter of 2024, which is available on our website at www.zionsbancorporation.com. The report provides our shareholders and other stakeholders with greater transparency about the Bank's commitment to these principles. It includes alignment with various Sustainability Accounting Standards Board (SASB) disclosure standards and our workforce demographics (EEO-1) report. Our website includes other governance documents, including our Guiding Principles, Code of Business Conduct & Ethics, Code of Ethics for Directors, and Supplier Code of Conduct.

Upholding Strong Governance

We are committed to high standards of ethics and sound corporate governance, including oversight of the Bank’s affairs by a strong, experienced, diverse, qualified and independent board of directors. We regularly review and consider enhancements to our corporate governance guidelines and practices.

Our corporate responsibility reporting is reviewed by the full board of directors and overseen by the Nominating and Corporate Governance Committee. As specified in its charter, the committee is responsible for overseeing the Bank’s practices and reporting with respect to its efforts to create a more inclusive and diverse workplace and matters related to its larger responsibilities to society that are considered by management to be of significance to the Bank and its stakeholders.

The Bank's Sustainability and Climate Disclosure Working Group includes executive management representatives from enterprise risk management, strategic planning, credit, finance, accounting, legal, and investor relations. They regularly coordinate with other key stakeholders such as supply chain management, human resources and facilities. The Board of Directors oversees management of climate-related risk, including through the approval of our Risk Management Framework as well as through the strategic planning process.

Our Guiding Principles state that we strive to make our clients stronger by creating economic opportunity for them; our goal is to provide products and services that strengthen our clients, not weaken them. We want to be proud of the clients we’re associated with, and we want them to be proud to be associated with us. We are committed to improving the quality of life for our clients on every rung of the economic ladder by enthusiastically engaging ourselves in community issues and offering creative financing solutions to challenging community needs.

New, modified or expanded products and services undergo extensive due diligence as required by our New Initiatives Review Policy, which includes reviews to help ensure that we deploy appropriate governance, employee training and awareness, pricing, disclosure, risk controls, monitoring, and reporting. The Change, Initiatives and Technology Committee, a management committee that reports to the Risk Oversight Committee of the Board of Directors, monitors the performance of designated initiatives post-implementation. Our marketing is governed by our Regulatory Advertising Policy, and each piece in any medium is reviewed by our compliance team for accuracy and clarity.

Advancing Our People

The Zions Bancorporation Code of Business Conduct and Ethics notes that all employees are responsible for providing a positive working environment honoring fairness and diversity. Demonstrating accountability among leadership, the executive management goals set by the Compensation Committee of the Board of Directors include promoting a culture of strong civic leadership and engaging in a wide range of areas that promote enterprise teamwork.

We 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. We offer more than 2,000 virtual, in-person and prerecorded learning options for employees to create tailored learning plans for personal and professional development. Our “Building Equitable Workplace” training to support and promote a culture that values differences is required for all new employees within six months of their start date. Regular enhanced training is required for all managers.

We annually conduct reviews of equity in employee compensation with regular third-party validation. Our most recent study, with the help of an independent third party to review equity in employee compensation, found

that, after adjusting for relevant variables including job title and geography, women are paid, on

average, 99.4% of what men are paid, and minorities are paid 99.1% of what non-minorities earn. We’re committed to continuing this focus on ensuring that Zions Bancorporation has a workplace where all are treated fairly in accordance with their qualifications and abilities.

Building Strong Communities

We are determined to do all in our power to make a difference for women- and minority-owned businesses in the marketplace. Our most potent tool in creating positive change is to put our balance sheet and our bankers to work in funding the capital needs of deserving, underrepresented entrepreneurs.

In May 2021, we launched our Small Business Diversity Banking Program to provide additional access to capital to women-, minority- and veteran-owned businesses. In 2022, we expanded the program to include LGBTQ-owned businesses. We are committed to supporting underserved communities and ensuring that business loans are made available to business owners of all backgrounds by establishing this Special Purpose Credit Program under the Equal Credit Opportunity Act, further demonstrating our dedication to small businesses in our communities and reinforcing our relationship banking model.

In 2024, Zions and the Zions Bancorporation Foundation together contributed $12.6 million to more than 1,000 charitable groups categorized as shown in the chart below.

Bolstering Environmental Sustainability

By taking deliberate actions toward sustainability — energy conservation and benchmarking — as well as offering incentives for employees to use mass transit, financing green projects and supporting air-quality efforts, Zions Bancorporation is helping benefit future generations across its footprint.

In 2022 we held the ribbon-cutting for our new technology and operations campus. Built on a former Environmental Protection Agency Superfund site, the new facility achieved LEED Platinum certification, with 75% of its power provided by on-site solar energy. We will also achieve significant efficiencies from the elimination of 11 smaller centers in which our people were previously located.

Zions has redesigned processes to promote electronic forms and signatures. For example, our Paycheck Protection Program loan and forgiveness process was 100% paperless, including supporting and closing documentation, which we estimate conserved approximately two million sheets of paper.

We have more than doubled our portfolio of renewable energy investments since 2018 and are ranked a top Mandated Lead Arranger of loans to renewable energy projects in the U.S.


BOARD INDEPENDENCE AND LEADERSHIP STRUCTURE

Our Board continues to be strongly independent. The Board has determined that nine 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 regulators, 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 on multiple occasions, 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 the following:

•Executive Committee;

•Audit Committee;

•Risk Oversight Committee;

•Compensation Committee; and

•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 “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 2023.

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 and did not have occasion to meet in 2023. 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.

AUDIT COMMITTEE

Our Audit Committee had four members during 2023. They met 12 times and held two joint meetings with the Risk Oversight Committee. In addition, the Audit Committee regularly met informally, with and without members of management, to obtain background information, and prepare for upcoming Committee meetings and the discharge of their responsibilities, such as interviewing candidates for important audit positions. 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 seven times during 2023. In addition, the Risk Oversight Committee held two joint meetings with the Audit Committee. 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 2023. 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 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.”

In 2023, the Committee used the services of an outside executive compensation consultant, McLagan, which is part of the human capital solutions practice at Aon plc, to provide guidance and advice to the Committee on matters covered by its charter, including executive compensation, equity plan share authorization support and proxy disclosure assistance. The Committee assessed the independence of McLagan and Aon under the applicable SEC and Nasdaq rules and concluded that their services presented no conflicts of interest. For further information, see Role of the Committee’s Compensation Consultant in the "Compensation Discussion and Analysis."

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during 2023 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 2023. 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 2024 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 ma

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