Barbara Yastine
ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/About Barbara A. Yastine
Barbara A. Yastine (age 65) is an independent director of Zions Bancorporation, N.A. (ZION) serving since 2017. She is the former Chair and CEO of Ally Bank (2010–2015), with 30+ years in financial services across consumer and commercial banking, capital markets, and asset/wealth management. At ZION she chairs the Board’s Risk Oversight Committee and serves on the Compensation and Executive Committees, bringing deep experience in general management, digital/brand strategy, finance, strategic planning, compliance, and bank regulatory matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ally Bank | Chair and CEO | May 2010 – June 2015 | Led a digital banking leader; broad consumer/commercial banking oversight |
| Lebenthal Holdings, LLC (private) | Director and Co‑CEO | Sept 2015 – June 2016 | Co-led firm; private company governance |
| Citigroup; Credit Suisse First Boston | Various executive roles | 17+ years | Investment banking and capital markets leadership |
External Roles
| Company | Role | Committee Assignments |
|---|---|---|
| Primerica, Inc. | Director | Chair, Compensation Committee; Member, Audit Committee |
| AXIS Capital Holdings Ltd. | Director | Member, Finance Committee; Member, Audit Committee |
| Alkami Technology, Inc. | Director | Member, Audit Committee |
Board Governance
- Independence: The Board has determined nine of 11 nominees are independent; standing committees (other than Executive) are fully independent. Yastine is an independent director .
- Committee assignments (as of record date):
- Risk Oversight Committee – Chair; Compensation Committee – Member; Executive Committee – Member .
- Attendance and engagement: In 2024, the Board met 7 times; independent directors held 3 executive sessions; all directors attended at least 75% of Board and applicable committee meetings .
- Committee activity levels: Audit met 12 times; Risk Oversight met 7 times; Compensation met 4 times in 2024 .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Risk Oversight Committee | Chair | 7 |
| Compensation Committee | Member | 4 |
| Executive Committee | Member | 0 (no meetings in 2024) |
Fixed Compensation
- Director pay structure (non‑employee) was updated on April 26, 2024: annual cash retainer increased to $80,000 (from $75,000), Risk Oversight Committee chair/member fees rose to $37,000/$22,000, and the annual RSU grant increased to $120,000 (from $105,000). No meeting fees are paid .
| Element | Amount (Jan 1–Apr 25, 2024) | Amount (Apr 26–Dec 31, 2024) |
|---|---|---|
| Annual cash retainer (all non‑employee directors) | $75,000 | $80,000 |
| Lead Director retainer | $35,000 | $35,000 |
| Risk Oversight Chair | $32,000 | $37,000 |
| Risk Oversight Member | $17,000 | $22,000 |
| Audit Chair | $37,000 | $37,000 |
| Audit Member | $22,000 | $22,000 |
| Compensation Chair | $20,000 | $20,000 |
| Compensation Member | $10,000 | $10,000 |
| Nominating & Governance Chair | $20,000 | $20,000 |
| Nominating & Governance Member | $10,000 | $10,000 |
| Technology Advisory Group | $10,000 | $10,000 |
| Annual RSU grant | $105,000 | $120,000 |
| Meeting fees | — | — |
- Director compensation (actual):
| Year | Fees Earned (Cash) | Stock Awards (Grant-date FV) | Total |
|---|---|---|---|
| 2024 | $122,000 | $120,018 | $242,018 |
| 2023 | $117,000 | $104,995 | $221,995 |
- Deferred Compensation Plan for Directors: directors may defer cash/RSU equivalents; amounts invested in a rabbi trust per elections .
Performance Compensation
- Non‑employee director equity is time‑based RSUs; 2024 and 2023 director RSUs vested immediately at grant; no stock options outstanding for directors at year‑end 2024 .
| Grant Date | Instrument | Shares Granted | Grant FMV/Share | Vesting |
|---|---|---|---|---|
| Apr 26, 2024 | RSU | 2,874 | $41.76 | Vested immediately at grant |
| May 5, 2023 | RSU | 4,419 | $23.76 | Vested immediately at grant |
Notes: Annual non‑employee director RSUs are fixed-value awards (no performance metrics). The number of units equals grant value divided by closing price on grant date, rounded to the nearest share . No director stock options or unvested director RSUs outstanding as of Dec 31, 2024 .
Other Directorships & Interlocks
- Current public boards: Primerica (Comp Chair; Audit member), AXIS Capital (Finance; Audit), Alkami Technology (Audit) .
- Potential interlock/network tie: ZION director Gary L. Crittenden also serves on Primerica’s board (Lead Director; Audit Chair; Compensation Committee member), creating a shared external board connection with Yastine at Primerica .
Expertise & Qualifications
- Financial services industry expertise; general management; digital and branding strategies; finance; strategic planning; compliance; and bank regulatory matters. Prior roles at Ally Bank (Chair/CEO), Citigroup, and CSFB span consumer/commercial banking, investment banking, and capital markets .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Pledged/Hedged | Notes |
|---|---|---|---|---|
| Barbara A. Yastine | 20,217 | <1% | No pledging disclosed; hedging prohibited by policy | Beneficial ownership as of Mar 3, 2025; anti‑hedging, restricted pledging apply to directors |
| Directors’ options/RSUs (director awards) outstanding at 12/31/24 | — | — | — | No director options or unvested director RSUs outstanding at 12/31/24 |
- Ownership policy: The company maintains stock ownership and retention guidelines for directors and executive officers; hedging is prohibited and pledging is restricted (with approvals). Pledged shares are not counted toward guideline compliance .
- Pledging check: Only the CEO had limited pledged shares as of year‑end 2024; “no other shares held by directors and officers as a group” were pledged, implying no pledging by Yastine .
Governance Assessment
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Strengths for investor confidence:
- Independent director with substantive bank regulatory and risk credentials leading the Risk Oversight Committee; ROC oversight spans enterprise risk, risk appetite/limits, cybersecurity/technology risk, and CRO performance/review .
- High Board independence (82%); standing committees fully independent; annual elections; majority vote standard; executive sessions led by Lead Independent Director .
- Active committees with robust cadence (Audit 12; ROC 7; Compensation 4 in 2024); all directors met at least 75% attendance .
- Director pay mix is conventional and shareholder‑aligned (cash retainer + fixed‑value RSUs), with no options; RSUs vest immediately and are subject to anti‑hedging/restricted pledging policies .
- Compensation Committee independence maintained; no interlocks; use of independent consultant FW Cook with no conflicts .
-
Watch items:
- External board network tie with another ZION director at Primerica (Crittenden), not a related‑party conflict but an interlock worth monitoring for information flow and potential alignment considerations .
- Executive/Board risk posture is centralized at ROC; continued scrutiny of ROC’s oversight effectiveness is prudent given sector risk (cyber/AI/tech, credit cycles). Committee remit and reporting are robust by charter and practice .
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Related‑party exposure:
- Proxy states no material related party transactions with directors; ordinary‑course insider loans subject to Regulation O are reported and on market terms; no adverse features disclosed .
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Shareholder sentiment:
- Say‑on‑pay support was ~96% in 2024 (and 66:1 CEO pay ratio for 2024); while focused on executives, this reflects overall compensation/governance acceptance overseen by committees on which Yastine serves .
Overall: Yastine’s risk, regulatory, and multi‑line financial services experience, combined with her role as ROC Chair and service on the Compensation and Executive Committees, supports board effectiveness and risk governance. No red flags identified on independence, attendance, hedging/pledging, or related‑party transactions in the latest proxy disclosures .