Harris Simmons
Chairman and Chief Executive Officer at 
ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/
ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/CEO
Executive
Board
About Harris Simmons
Harris H. Simmons, age 70, is Chairman and Chief Executive Officer of Zions Bancorporation and has been an officer since 1981, a director since 1989, and CEO for over 30 years; during his leadership, assets increased from roughly $3 billion to nearly $90 billion . In 2024, net earnings to common grew 14% and diluted EPS rose to $4.95 from $4.35, while total net revenue increased 0.5% and loans and deposits grew 3% and 2%, respectively . Over the five-year period ending 2024, a $100 investment in Zions yielded $124.10, while “compensation actually paid” to the CEO in 2024 was $6.999 million and CEO pay ratio was 66:1 . Zions’ 2024 compensation program emphasized pay-for-performance, with approximately 84% of Mr. Simmons’ target total compensation at risk and performance-based .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Zions Bancorporation, N.A. | Chairman & CEO; previously President | Officer since 1981; Director since 1989; CEO >30 years | Grew assets from ~$3B to nearly $90B under his tenure |
| Zions Bancorporation, N.A. | Director | 1989–Present | Long-tenured oversight, leadership continuity |
| American Bankers Association | Past Chairman | Not disclosed | Industry leadership and policy engagement |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| O.C. Tanner Company | Director | Not disclosed | Current directorship |
| National Life Group | Director | Not disclosed | Current directorship |
Fixed Compensation
| Element | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary ($) | $1,060,900 | $1,092,727 | 3.0% increase YoY |
| CEO pay ratio | — | 66:1 | 2024 disclosure |
| Perquisites | — | < $10,000 | Modest per proxy |
| Pension – change in value | — | $67,399 | 2024 pension value change |
| Deferred comp – employer contributions | — | $61,584 | Excess Benefit Plan |
| Deferred comp – aggregate balance | — | $2,959,020 | As of 12/31/2024 |
Performance Compensation
Annual Cash Incentive (2024 design and outcome)
| Metric | Weight | Threshold | Target | Maximum | Zions Result | Payout % of Target |
|---|---|---|---|---|---|---|
| Relative PPNR/Risk-Weighted Assets | 80% | 1.25% | 1.93% | 2.61% | 1.62% | 77% |
| Relative Net Charge-Offs/Loans | 20% | 0.36% | 0.27% | 0.17% | 0.06% | 150% |
| Funding for financial performance | — | — | — | — | — | 91.6% |
| Strategic performance/Board multiplier | — | — | — | — | — | 81.2% |
| Total bank funding factor | — | — | — | — | — | 74.4% |
| CEO Annual Cash Incentive | Target ($) | Actual ($) | % of Target |
|---|---|---|---|
| 2024 payout | $1,639,091 | $1,065,409 | 65.0% |
Key CEO performance highlights cited by the Committee included FutureCore systems replacement completion, effective capital/liquidity/risk management, improved controls, and successful leadership transitions .
Long-Term Incentives (granted 2024)
| Award type | Grant date | Target value ($) | Vesting/terms |
|---|---|---|---|
| Restricted Stock Units (RSUs) | 2/12/2024 | $1,663,441 | 25% per year over 4 years; two-year post-vest holding restriction for CEO |
| Value Sharing Plan (VSP) Units (2024–2026) | 2/12/2024 | $2,021,545 | Three-year performance; corporate plan metrics/weights shown below |
2024–2026 VSP design (corporate plan weights): PPNR Growth 25%; Net Charge-Offs/Average Loans 15%; Efficient Capital Utilization 10%; Relative Adjusted EPS Growth 25%; Relative Risk-Adjusted ROTA 25% (unit payout curves per disclosed matrices) .
Prior-cycle long-term performance (payouts)
| Plan | Target ($) | Achievement | Payment ($) |
|---|---|---|---|
| 2022–2024 VSP (Corporate) – CEO | $1,575,437 | 82% | $1,291,858 |
| 2021–2023 VSP (final 50% released in 2025 upon completion of core deposit system) – CEO | — | — | $460,719 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,607,076 common shares; 1.09% of class as of 3/3/2025 |
| Ownership guidelines | Executives must hold stock equal to a multiple of salary or retain 50% of net shares until thresholds; all NEOs meet guidelines |
| Anti-hedging/pledging | Hedging prohibited; pledging restricted with approvals; oversight by Committee |
| Pledging disclosure | Of Simmons’ total, 365,165 shares in brokerage accounts may have intermittently served as collateral for margin loans totaling less than $12,000 as of 12/31/2024; no other pledged shares reported for directors/officers as a group |
| Insider compliance | One late Section 16(a) report for a gifted share transaction by Mr. Simmons; otherwise compliant |
Outstanding equity awards (as of 12/31/2024):
- Options (exercisable/unexercisable, strike, expiry): 23,424 @ $51.23 exp. 3/22/2025; 30,504 @ $51.17 exp. 2/28/2026; 37,812 @ $45.65 exp. 2/9/2027; 40,377 @ $48.65 exp. 2/7/2028; 16,902/8,451 @ $73.22 exp. 2/10/2029; 13,337/26,674 @ $52.90 exp. 2/12/2030 . Reference stock price on 12/31/2024: $54.25 .
- Unvested RSUs: 6,521 (2021 grant), 10,519 (2022 grant), 25,482 (2023 grant), 49,019 (2024 grant); CEO’s RSUs subject to additional two-year post-vest hold .
Vesting cadence and selling pressure:
- RSUs vest 25% per year; CEO’s two-year post-vesting holding requirement limits near-term saleability of vested RSUs .
- Near-dated option expiries in 2025–2028 with exercise prices disclosed may influence exercise timing; see strikes and expirations above .
Employment Terms
| Topic | Provision |
|---|---|
| Employment agreement | None for executive officers |
| Severance (non-CIC) | Broad-based severance policy up to 52 weeks; no executive enhancements |
| Change-in-control (CIC) | Double-trigger; cash severance equals 3x base salary plus greater of target bonus or average last three bonuses; equity vests on double-trigger; pro rata VSP payment; no tax gross-ups (payments cut to avoid 280G) |
| Post-termination covenants | 1-year non-compete and non-solicit following CIC termination; confidentiality obligations |
| Benefits continuation | 36 months medical/dental continuation upon CIC double-trigger termination |
Estimated CEO payments if involuntary termination (with CIC), using 12/31/2024 price assumptions:
- Cash severance: $8,195,453; incremental accelerated long-term incentives: $1,081,860; benefits continuation: $76,267 .
Board Governance and Service
- Board service: Director since 1989; current Chairman and CEO; member of Executive Committee .
- Independence: 9 of 11 nominees independent; CEO is not independent; all standing committees (other than Executive) fully independent .
- Lead Independent Director: Stephen D. Quinn; independent directors held three executive sessions in 2024 .
- Meetings/attendance: 7 full Board meetings in 2024; all directors attended at least 75% of meetings; total Board and committee meetings 33 .
- Combined CEO/Chair rationale: Board believes combined role best fits Zions given Mr. Simmons’ experience; mitigated by robust lead director role and independent committees .
- Director compensation: Employee directors (including CEO) receive no director fees; only nonemployee directors are paid retainers/equity .
Performance & Track Record
- 2024 operating metrics: Total net revenue +0.5% YoY; net earnings to common +14%; EPS $4.95 vs $4.35; loans +3%; deposits +2%; efficiency ratio 64.2% (vs 62.9% in 2023) .
- CEO achievements cited: FutureCore systems replacement; strong credit quality; improved controls; leadership transitions and strategic initiative progress .
- Shareholder return: Five-year TSR value of $124.10 on a $100 investment through 2024; peer group TSR $131.00 .
- Pay-versus-performance: CEO “Compensation Actually Paid” of $6.999M in 2024 vs $4.268M in 2023 .
Compensation Committee Analysis and Say‑on‑Pay
- Peer groups: 2024 peer compensation benchmarking used a 17-bank custom group; performance benchmarking used an 18-bank group; Zions targets market median (50th percentile) for pay positioning .
- Consultant: McLagan retained through Aug 2024; FW Cook engaged Sept 2024; independence affirmed .
- Say‑on‑pay approval: 96% support at 2024 Annual Meeting; annual say‑on‑pay frequency maintained .
Related Party Transactions and Risk Indicators
- Related party transactions: Ordinary-course loans to insiders subject to Regulation O; outstanding commitments ~$5.4M and balances ~$2.3M as of 3/3/2025; no unfavorable features reported .
- Clawbacks: Nasdaq 5608-compliant recoupment policy for restatements; broader incentive compensation clawback for adverse impacts .
- Hedging/pledging: Hedging prohibited; pledging restricted and monitored; minimal pledging disclosed for CEO .
- Option practices: No repricing; no employment agreements; no tax gross-ups on CIC .
Investment Implications
- Alignment: High at‑risk structure (84% of CEO target compensation) and specific financial risk-adjusted performance metrics (PPNR/RWA; NCO/Loans) support pay-for-performance and risk discipline, while 2024 outcomes (65% of target annual bonus; 82% of target VSP) show downward sensitivity when results lag peers .
- Selling pressure: CEO has sizeable unvested RSUs with two‑year post‑vest holding and options with staggered expiries; given 12/31/2024 price, selective exercises could cluster around 2025–2028 expirations, but holding requirements temper near‑term sales .
- Retention/transition risk: No employment agreement, but double-trigger CIC protection (3x salary+bonus) and retirement-friendly vesting mitigate flight risk in strategic scenarios; standard severance outside CIC aligns with shareholder interests .
- Governance risk: Combined CEO/Chair offset by strong lead director role, independent committees, and regular executive sessions; say‑on‑pay support (96%) and clawback frameworks reduce governance red flags .
- Performance lens: 2024 fundamentals improved on EPS and earnings, though efficiency ratio deteriorated and adjusted PPNR less net charge-offs declined; monitoring of multi‑year VSP metrics (PPNR growth, efficient capital utilization, relative EPS/ROTA) is key for forward alignment .