Claire Huang
ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/About Claire A. Huang
Independent director since 2020; age 62. Former Chief Marketing Officer at JPMorgan Chase; prior senior marketing leadership at Bank of America Merrill Lynch (Boston and Hong Kong), Fidelity Investments, and earlier roles at American Express and Procter & Gamble. The proxy biography emphasizes expertise in marketing, digital, brand building, and strategic planning; education is not stated. Independence affirmed under Nasdaq rules; all directors attended at least 75% of Board/committee meetings in 2024 (Board met 7 times; independent director executive sessions held 3 times).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Chief Marketing Officer | Not disclosed | Marketing leadership; brand and digital expertise |
| Bank of America Merrill Lynch (Boston and Hong Kong) | Global Head of Marketing | Not disclosed | Global marketing strategy; brand building |
| Fidelity Investments | Head of Marketing and Strategy Groups | Not disclosed | Strategy and marketing leadership |
| American Express | Various roles | Not disclosed | Financial services marketing experience |
| Procter & Gamble | Early career roles | Not disclosed | Turnaround and growth credentials in consumer products |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No publicly traded company directorships disclosed in past five years in proxy biography |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member (not a chair). Audit Committee members: Edward F. Murphy (Chair), Maria Contreras‑Sweet, Gary L. Crittenden, Claire A. Huang; Compensation Committee members: Vivian S. Lee (Chair), Claire A. Huang, Aaron B. Skonnard, Barbara A. Yastine.
- Independence: Board determined 9 of 11 nominees are independent; all standing committees other than the Executive Committee are fully independent.
- Attendance and engagement: All directors attended ≥75% of Board/committee meetings; Board met 7 times in 2024; independent directors held 3 executive sessions.
- Lead Independent Director: Stephen D. Quinn; robust lead director responsibilities (agenda approval, shareholder communication, executive session leadership).
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Fees earned or paid in cash | $109,500 | Annual cash retainer plus committee member fees (director compensation structure revised April 26, 2024) |
| Equity (restricted stock) | $120,018 | 2,874 restricted shares granted April 26, 2024 at $41.76 per share; vested immediately under the 2022 Omnibus Incentive Plan |
| Total director compensation | $229,518 | Sum of cash and equity for 2024 |
Director compensation structure (effective April 26, 2024):
- Annual cash retainer: $80,000 (nonemployee directors). Committee member fees: Audit $22,000; Compensation $10,000; Chair fees higher (not applicable to Huang). Annual RSU value: $120,000 (grant size set by stock price at grant). No meeting fees.
Performance Compensation
| Element | Terms | Metrics |
|---|---|---|
| Equity awards (RSUs) | Time-based; 2024 director RSUs vested immediately on grant; no unvested director equity outstanding at FY-end 2024; directors had no stock options outstanding | No performance conditions; no PSUs/options for directors in 2024 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | No other public company board roles disclosed; no disclosed interlocks via Claire Huang in the proxy |
Expertise & Qualifications
- Marketing, digital, brand building, strategic planning; extensive financial services marketing leadership (JPMorgan, BofA Merrill Lynch, Fidelity).
- Board skills matrix indicates strong sales/marketing and strategic planning capabilities across the Board; Huang’s biography specifically highlights marketing/digital expertise supporting brand and strategy execution.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Claire A. Huang | 44,116 | <1% | Beneficial ownership as of March 3, 2025 |
- Ownership policies: Robust stock ownership and retention guidelines apply to directors; hedging prohibited; pledging restricted and subject to approval.
- Pledging: Proxy notes no other directors/officers (besides small margin collateral noted for CEO) had shares pledged as of Dec. 31, 2024; less than 0.5% of total outstanding common shares subject to pledge by directors/officers as a group.
Governance Assessment
- Committee effectiveness: Service on Audit and Compensation committees places Huang in core oversight of financial reporting, internal controls, and pay design; Audit Committee met 12 times; Compensation Committee met 4 times in 2024—indicative of active oversight cadence.
- Independence and engagement: Independent status; attendance thresholds met; structured executive sessions and strong lead director role support board challenge and oversight.
- Director pay alignment: Cash/equity mix consistent with peers; equity is time-based RSUs with immediate vesting for directors; no performance-linked director equity, which is typical in banking governance; no options outstanding for directors.
- Ownership alignment and risk controls: Director ownership guidelines, anti-hedging and restricted pledging policies; no material related-party transactions with directors; ordinary course Reg O loans to insiders totaled ~$2.3 million outstanding with ~$5.4 million commitments as of March 3, 2025 (standard terms).
- Shareholder sentiment context: 2024 say-on-pay approved at ~96%, suggesting broad investor support for compensation governance; annual say-on-pay cadence reaffirmed.
Red flags
- None disclosed specific to Claire Huang: no attendance issues; no overboarding flags; no material related-party transactions; no pledged shares disclosed for directors besides immaterial group levels.