Edward Murphy
ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/About Edward F. Murphy
Edward F. Murphy, 72, has served on Zions Bancorporation, N.A.’s board since 2014 and is an independent director. He is a former Executive Vice President of the Federal Reserve Bank of New York (principal financial officer with responsibility for enterprise operational risk management) and a former Executive Vice President of JPMorgan Chase & Co.; a certified public accountant, he brings deep expertise in accounting, financial reporting, operational risk, and internal controls .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Reserve Bank of New York | EVP; principal financial officer; responsible for enterprise-wide operational risk management | Not disclosed | Led financial reporting and operational risk management at a systemically important institution |
| JPMorgan Chase & Co. | EVP; roles included principal accounting officer, global director of internal audit, COO (Asia Pacific operations), CFO (consumer and middle markets) | 21-year career | Built and led internal audit and control functions; senior finance leadership across major businesses |
External Roles
| Category | Company/Institution | Role | Notes |
|---|---|---|---|
| Public company boards (last 5 years) | None disclosed | — | The director nominee profile for Murphy lists no public company directorships in the past five years |
Board Governance
- Committee assignments: Audit Committee (Chair), Risk Oversight Committee (Member), Executive Committee (Member) .
- Audit Committee financial expert: Board determined Murphy (and Gary Crittenden) qualify under SEC and Nasdaq standards .
- Independence: Board determined nine of eleven nominees are independent; all standing committees (except Executive) are fully independent; Murphy is an independent director .
- Attendance and engagement: All directors attended at least 75% of Board and applicable committee meetings in 2024; the Board held 7 meetings and there were 33 total Board and committee meetings. Independent directors met in three executive sessions; the Audit Committee chairman met regularly with regulators .
- Committee activity in 2024: Audit Committee met 12 times; Risk Oversight Committee met 7 times; Compensation Committee met 4 times; Nominating & Corporate Governance met 3 times; the Executive Committee did not meet .
- Lead Independent Director: Stephen D. Quinn; lead director responsibilities include presiding at executive sessions, calling meetings of independent directors, agenda oversight, and shareholder communication .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 134,000 | 120,018 | — | 254,018 |
- Director compensation structure (2024 update): Annual cash retainer increased from $75,000 to $80,000 effective April 26, 2024; Audit Committee Chair fee $37,000; Risk Oversight Committee Member fee increased from $17,000 to $22,000; no meeting fees; equity via RSUs increased from $105,000 to $120,000 grant value .
- Deferred Compensation Plan for directors: elective deferral of cash retainers; amounts held in a rabbi trust invested in either a guaranteed income fund or Zions common shares; settlement in cash unless otherwise determined .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Value ($) | Vesting/Terms |
|---|---|---|---|---|
| RSUs (2022 Omnibus Incentive Plan) | April 26, 2024 | 2,874 shares | 120,018 (at $41.76/share) | Vested immediately on grant; no director stock options or unvested restricted stock outstanding at 12/31/2024 |
- No performance-based metrics are tied to director RSU grants; awards are time-based and, for 2024, vested immediately .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no member was an officer or employee of the Bank, and no executive officer served on the compensation committee or board of a company employing any member of Zions’ Compensation Committee .
- Overboarding risk: None; no directors were overboarded per ISS/Glass Lewis guidelines .
Expertise & Qualifications
- Recognized audit committee financial expert with extensive experience in banking industry financial reporting, internal controls, and operational risk management .
- CPA credential; senior leadership experience across finance, audit, and operations at JPMorgan Chase and at the Federal Reserve Bank of New York .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Pledged as Collateral |
|---|---|---|---|
| Edward F. Murphy | 29,187 | <1% | None disclosed; footnote indicates only CEO Harris Simmons had pledged shares in small margin accounts; no other directors/officers had shares pledged as of 12/31/2024 |
- Anti-hedging and restricted pledging: Hedging is prohibited; pledging is restricted for directors and executive officers, with annual review by the Compensation Committee; pledged shares do not count toward ownership guidelines .
- Stock ownership guidelines: Robust guidelines apply to directors and executives; directors are expected to hold specified amounts of common shares (exact multiples not disclosed) .
Governance Assessment
- Board effectiveness: Murphy’s chairmanship of the Audit Committee and designation as an audit committee financial expert strengthen oversight of financial reporting, internal controls, and auditor independence; the Audit Committee met 12 times and the chairman regularly engaged with regulators—indicating active oversight .
- Independence and engagement: Murphy is an independent director; independent directors held executive sessions, and all directors met attendance thresholds. Leadership structure includes a strong lead independent director with defined responsibilities .
- Incentives and alignment: Director pay mixes cash retainers and annual RSUs; immediate vesting for 2024 RSUs and absence of stock options reduce risk of misaligned incentives; anti-hedging and restricted pledging policies reinforce alignment with shareholders .
- Conflicts/related-party exposure: Proxy indicates no material related party transactions with directors; ordinary course Reg O loans exist in aggregate and were on market terms with no unfavorable features; specific counterparties are not disclosed .
- RED FLAGS: None identified specific to Murphy. No overboarding, no hedging, no pledging (per disclosures), no director-specific related party transactions, and robust clawback/recoupment policies at the company level support governance confidence .