Gary Crittenden
ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/About Gary L. Crittenden
Independent director at Zions Bancorporation, N.A. since 2016; age 71. Former CFO at Citigroup, American Express, Monsanto, Sears Roebuck, Melville Corp. and Filene’s Basement; ex-chairman of Citi Holdings; former Bain & Company consultant. Currently a nonemployee executive director at HGGC (since Jan 2017; prior roles there from 2009–Jan 2017), bringing deep finance, M&A, risk and regulatory experience; designated by Zions as an Audit Committee Financial Expert. Core board skills include C‑suite leadership, finance/accounting, financial services, risk management, regulatory/compliance, and strategic planning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HGGC, LLC | Nonemployee Executive Director; previously Managing Director, Chairman & CEO | Nonemployee Exec Director since Jan 2017; prior roles 2009–Jan 2017 | Private equity operator/investor; finance, M&A leadership |
| Citi Holdings | Chairman | Not disclosed | Oversight of non-core assets/wind-down portfolio |
| Citigroup | Chief Financial Officer | Not disclosed | Global finance leadership; regulatory engagement |
| American Express | Chief Financial Officer | Not disclosed | Finance/risk; payments industry exposure |
| Monsanto | Chief Financial Officer | Not disclosed | Corporate finance |
| Sears Roebuck | Chief Financial Officer | Not disclosed | Corporate finance |
| Melville Corporation | Chief Financial Officer | Not disclosed | Corporate finance |
| Filene’s Basement | Chief Financial Officer | Not disclosed | Corporate finance |
| Bain & Company | Consultant | Not disclosed | Strategy and operational improvement |
External Roles
| Company | Role | Committee Positions |
|---|---|---|
| Primerica, Inc. | Lead Director | Audit Committee Chair; Compensation Committee Member |
| Extra Space Storage Inc. | Director | Audit Committee Chair; Compensation Committee Member |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; 9 of 11 board nominees independent |
| Zions Committees | Executive Committee (member); Audit Committee (member); Nominating & Corporate Governance Committee (Chair) |
| Financial Expert | Identified by the Board as an Audit Committee Financial Expert |
| Attendance | All directors attended ≥75% of Board/committee meetings in 2024; Board met 7x; total Board+committee meetings 33 |
| Lead Independent Director | Board has a Lead Independent Director (Stephen D. Quinn) |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| 2024 Cash Fees (earned) | $119,500 | Fees earned/paid in cash for 2024 |
| 2024 Equity Grant (grant-date fair value) | $120,018 | Restricted stock; 2,874 shares granted at $41.76; vested immediately on grant (Apr 26, 2024) |
| Annual Director Cash Retainer | $75,000 (Jan 1–Apr 25, 2024); $80,000 (Apr 26–Dec 31, 2024) | Structure revised April 26, 2024 |
| Committee Fees (structure) | Audit Member: $22,000; Nominating & Gov Chair: $20,000 | As revised April 26, 2024 |
| Meeting Fees | $0 | No per‑meeting fees |
Performance Compensation
| Instrument | Grant Date | Shares/Units | Vesting | Terms |
|---|---|---|---|---|
| Restricted Stock (Director grant) | Apr 26, 2024 | 2,874 shares | Immediate vesting | Fair value $41.76 per share; under 2022 Omnibus Plan |
| Director Deferred Compensation Plan | N/A | N/A | N/A | Directors may defer cash/equity into a rabbi trust invested in a guaranteed income fund or ZION common shares; settlement generally in cash |
Note: Zions’ director equity vests immediately (not performance‑based), though directors may elect deferral. Anti‑hedging and restricted pledging policies apply to directors .
Other Directorships & Interlocks
- Primerica, Inc.: Crittenden is Lead Director and Audit Chair; Zions director Barbara A. Yastine also serves on Primerica’s board as Compensation Chair and Audit Committee member (board‑level external interlock) .
- Extra Space Storage Inc.: Crittenden is Audit Chair and Compensation Committee member .
Expertise & Qualifications
- Audit Committee Financial Expert; deep finance/accounting oversight .
- Skills matrix: C‑suite leadership; finance & accounting; financial services; risk management; regulatory/compliance; strategic planning .
- Career credentials: Multiple Fortune‑500 CFO roles; private equity operator; M&A and public market experience .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Pledging/Hedging |
|---|---|---|---|
| Gary L. Crittenden | 25,926 | <1% (“*” per proxy) | Company prohibits hedging; pledging restricted. No director/officer pledges disclosed other than CEO’s limited brokerage collateral; no indication of pledges by Crittenden |
Governance Assessment
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Strengths
- Chair of Nominating & Corporate Governance and member of Audit and Executive Committees indicates high governance influence; designated Audit Committee Financial Expert supports strong financial oversight .
- Independent status; board comprised mostly of independent directors; all standing committees (except Executive) fully independent; independent Lead Director structure in place .
- Attendance: Board reports all directors met ≥75% attendance; Board and committee engagement appears active (33 total meetings in 2024) .
- Anti‑hedging and restricted pledging policies; no material related‑party transactions; only ordinary‑course insider lending subject to Reg O controls disclosed .
- Shareholder alignment indicators: robust stock ownership guidelines; strong say‑on‑pay support (≈96% in 2024); annual say‑on‑pay recommended .
-
Watch items
- Immediate vesting of director equity grants can weaken long‑term alignment versus multi‑year vesting or deferred stock units; however, a deferral program exists .
- External interlock: Both Crittenden and Yastine serve on Primerica’s board, a network tie investors may monitor for independence perceptions (no related‑party transactions disclosed) .
- Time commitments: Crittenden chairs audit committees at two external public companies while chairing Nominating & Governance at Zions; the proxy notes no directors are “overboarded” under proxy advisor guidelines .
-
Compensation Committee context (for broader governance risk)
- Compensation Committee (all independent) comprised of Vivian S. Lee (Chair), Claire A. Huang, Aaron B. Skonnard, and Barbara A. Yastine; used independent consultant FW Cook in late 2024 (independence affirmed); previously McLagan/Aon (independence affirmed) .
- Clawback and recoupment policies in place and aligned with Nasdaq Rule 5608 .
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Risk indicators
- No material related‑party transactions with directors; Reg O loans in ordinary course ($2.3mm outstanding balances as of Mar 3, 2025) subject to board and regulatory oversight .
- Anti‑hedging policy in force; pledging restricted and reviewed annually; no disclosed pledges by Crittenden .