Scott McLean
President and Chief Operating Officer at 
ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/
ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/Executive
Board
About Scott McLean
Scott J. McLean, age 68, is President and Chief Operating Officer of Zions Bancorporation and a director since 2018. He has over 40 years of banking experience, serving in Zions leadership since 2002, including CEO of Amegy Bank prior to assuming his current role in 2014; he has been an executive officer since 2006 . 2024 company performance included net earnings +14% YoY, diluted EPS $4.95 vs $4.35, total net revenue +0.5%, and adjusted PPNR less net charge-offs down 6%; the efficiency ratio was 64.2% . Over 2019–2024, Zions’ TSR was $124.10 on a fixed $100 basis vs peer KBW Regional Banking Index at $131.00 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zions Bancorporation | President & COO | 2014–present | Led FutureCore core systems replacement and multiple enterprise technology and operational initiatives . |
| Zions Bancorporation (Amegy Bank) | CEO (Amegy Bank affiliate) | Prior to 2014 | Ran affiliate operations, contributing to growth and regional execution . |
| Zions organization | Leadership positions | 2002–2014 | Senior leadership across business lines, preparing for current enterprise role . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Way of Greater Houston | Trustee emeritus; former chairman | — | Civic leadership and community impact . |
| Southern Methodist University | Former trustee | — | Higher education governance and stakeholder engagement . |
| Memorial Hermann Health System | Former trustee | — | Healthcare system oversight exposure . |
| CenterPoint Energy | Former director | — | Public company board experience and utility industry insights . |
Fixed Compensation
Multi-year compensation profile (NEO table values; USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $732,000 | $732,000 | $759,000 |
| Bonus | $722,000 | $594,000 | — |
| Stock Awards (RSUs grant-date FV) | $672,261 | $636,722 | $809,476 |
| Option Awards (grant-date FV) | $204,375 | $183,729 | — |
| Non-Equity Incentive Plan Compensation | $522,185 | $238,192 | $1,465,760 |
| All Other Compensation | $22,335 | $23,193 | $21,957 |
| Total | $2,875,156 | $2,407,836 | $3,056,193 |
Notes:
- 2024 annual incentive moved from “Bonus” to “Non-Equity Incentive” based on predetermined goals .
- McLean’s salary includes a $34,000 housing stipend (not used for incentive target calculations) .
Performance Compensation
2024 Annual Cash Incentive – Design and Payout
| Metric | Weight | Target | Actual | Payout vs Target | Vesting |
|---|---|---|---|---|---|
| Relative PPNR/RWA (12M to 9/30/24 peer median) | 80% | 1.93% | 1.62% | 77% | Cash paid Mar 2025 |
| Net Charge-Offs/Loans (12M to 9/30/24 peer median) | 20% | 0.27% | 0.06% | 150% | Cash paid Mar 2025 |
| Strategic Performance / Board Assessment Multiplier | — | — | — | 81.2% | Applied to pool |
| Total Bank Funding Factor | — | — | — | 74.4% | Governs payouts |
Individual award:
- Target: $833,750
- Actual award: $541,938 (65% of target)
Long-Term Incentives – 2024 Grants
| Type | Grant Date | Quantity/Units | Target Value | Vesting/Terms |
|---|---|---|---|---|
| RSUs | 2/12/2024 | 23,854 shares | $809,476 grant-date FV | 25% per year over 4 years; 2-year post-vest hold applies |
| Value Sharing Plan (2024–2026) | 2/12/2024 | 983,750 units | $983,750 target | 3-year performance/cash payout; metrics & weights below |
2024–2026 VSP metrics/weights:
- Corporate plan: PPNR Growth 25%; NCO/Average Loans 15%; Efficient Capital Utilization 10%; Adjusted EPS Growth (relative) 25%; Risk-Adjusted ROTA (relative) 25% .
- Unit payout curves specified for absolute and relative metrics .
Long-Term Incentives – Prior Plan Payouts
| Plan Period | Target | Achievement | Payment |
|---|---|---|---|
| 2022–2024 VSP (Corporate) | $836,134 | 82% | $685,630 |
| 2021–2023 VSP (Corporate; withheld portion paid in 2025) | — | — | $238,192 |
Equity Ownership & Alignment
Beneficial Ownership
| As of | Common Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| March 3, 2025 | 173,094 | Less than 1% | Includes options/warrants exercisable within 60 days where applicable . |
Outstanding Equity and Options (12/31/2024 snapshot; ZION $54.25 close)
- Unvested RSUs:
- 2021 grant: 2,481 ($134,594)
- 2022 grant: 5,582 ($302,824)
- 2023 grant: 10,416 ($565,068)
- 2024 grant: 23,854 ($1,294,080)
- Options (exercisable/unexercisable):
- 2/23/2018: 9,749 @ $55.68 exp 2/22/2025 (OTM at YE’24)
- 3/1/2019: 13,620 @ $51.17 exp 2/28/2026 (ITM at YE’24)
- 2/10/2020: 19,505 @ $45.65 exp 2/9/2027 (ITM at YE’24)
- 2/8/2021: 20,875 @ $48.65 exp 2/7/2028 (ITM at YE’24)
- 2/11/2022: 8,970 ex / 4,485 unex @ $73.22 exp 2/10/2029 (OTM at YE’24)
- 2/13/2023: 5,452 ex / 10,904 unex @ $52.90 exp 2/12/2030 (ITM at YE’24)
Ownership policies:
- Executive stock ownership guidelines require 1–5x salary or retention of 50% of net shares until thresholds; all NEOs meet guidelines .
- Hedging prohibited; pledging restricted and requires approval. As of 12/31/2024, only a portion of CEO’s shares were subject to small margin loans; no other directors/officers’ shares were pledged (group pledged <0.5% of outstanding) .
- RSUs for McLean carry a two-year post-vest holding restriction (reduces near-term selling capacity) .
Insider activity (2024):
- Option exercises: none for McLean .
- Stock vested: 13,591 shares ($566,669) .
Employment Terms
| Item | Term |
|---|---|
| Executive officer since | 2006 |
| Current role start | 2014 (President & COO) |
| Employment agreements | None for executive officers |
| Severance (general policy) | Up to 52 weeks based on pay/tenure; same as other employees |
| Change-in-Control (double trigger) | 3x base + greater of target bonus or 3-year bonus average; equity/RSUs/VSP subject to double-trigger acceleration/pro rata rules; 36 months medical/dental continuation; no tax gross-ups; cutback to avoid 280G excise |
| Non-compete / Non-solicit | One-year non-compete and non-solicit post-termination under CIC agreements; confidentiality continues |
Estimated McLean payouts (as of 12/31/2024, per proxy methodology):
- Involuntary termination without CIC: Severance $759,000 .
- Involuntary termination with CIC: Severance $4,985,550; accelerated LTI $484,513; medical/dental benefits $55,741 .
Board Governance
- Board service: Director since 2018; employee director (President & COO) .
- Independence: Not independent under Nasdaq and company guidelines (management director) .
- Committees: No standing committee memberships (Audit, Risk Oversight, Compensation, Nominating & Corporate Governance are fully independent; Executive Committee includes CEO and independent directors) .
- Lead Independent Director: Stephen D. Quinn .
- Board activity: 7 board meetings in 2024; all directors attended ≥75% of meetings; independent directors held three executive sessions .
- Dual-role implications: As a management director, McLean is not independent; oversight mitigated by independent lead director, fully independent standing committees, and regular executive sessions without management .
- Director pay: McLean receives no director compensation as an employee; director compensation applies to nonemployee directors only .
Compensation Structure Analysis
- Mix shift: No stock options granted in 2024; long-term awards comprised 50% RSUs and 50% multi-year VSP units (greater emphasis on long-term cash and time-based equity than options) .
- Pay-for-performance features: Heavy performance linkage, deferrals, clawbacks, risk-adjusted metrics, and capped upside; annual say-on-pay received ~96% approval in 2024 .
- Peer benchmarking: Compensation targets aligned to peer medians; custom compensation and performance peer groups updated for 2024/2025 .
- Clawback/recoupment: Nasdaq Rule 5608-compliant recoupment and discretionary clawback policies in place .
Related Party Transactions and Policies
- Hedging prohibited; pledging restricted with approvals; pledged shares excluded from ownership guideline counts .
- Ordinary course insider loans subject to Regulation O oversight; no material related party transactions beyond ordinary course loans disclosed .
Performance & Track Record
- 2024 achievements under McLean’s leadership included completion of the FutureCore systems replacement, commercial loan system modernization, SBA lending capacity expansion, unified Salesforce CRM, establishment of corporate marketing, and operational control improvements .
- Earnings call commentary emphasizes strategic technology modernization (integrated core platform, AI/cloud enablement, real-time processing), enhancing future capability and integration benefits .
- Operational remarks on funding and borrowings balance sheet management and loan growth dynamics underscore disciplined execution amidst rate cycles .
Compensation Committee Analysis
- Committee composition: Vivian S. Lee (Chair), Claire A. Huang, Aaron B. Skonnard, Barbara A. Yastine; all independent; no interlocks .
- Consultants: McLagan (through Aug 2024); FW Cook appointed Sep 2024; independence confirmed; remit includes executive pay, equity plan authorization, proxy disclosure .
Say-on-Pay & Shareholder Feedback
- 2024 advisory say-on-pay approval ~96% .
- Annual shareholder engagement on compensation practices by IR, HR, Legal teams .
Equity Ownership & Alignment Table (Snapshot Augmented)
| Category | Detail |
|---|---|
| Ownership guidelines | 1–5x salary or retain 50% net shares until met; all NEOs in compliance . |
| Hedging/Pledging | Hedging prohibited; pledging restricted with approvals; McLean had no pledged shares disclosed . |
| Near-term selling pressure | RSUs vest 25% annually with 2-year post-vest hold for McLean, curbing immediate sales . |
Investment Implications
- Alignment: Significant at-risk pay via annual peer-relative metrics and multi-year VSPs tied to PPNR growth, credit performance, capital efficiency, and relative EPS/ROTA; RSUs with post-vest holds strengthen alignment and reduce near-term selling pressure .
- Retention/CIC: Robust double-trigger CIC protections (3x base+bonus, equity/VSP acceleration) may increase retention but could raise payout sensitivity in change events; no employment contracts and standard severance mitigate open-ended commitments .
- Execution: Demonstrated delivery on major tech platform upgrades and operational initiatives suggests lower execution risk on core transformation, potentially supporting efficiency improvements and strategic optionality (e.g., real-time settlement capabilities) .
- Governance: Non-independent management director status is balanced by a strong independent committee structure and lead director oversight; say-on-pay support indicates investor confidence in pay-for-performance design .