Stephen Quinn
ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/About Stephen D. Quinn
Stephen D. Quinn, age 69, is Zions Bancorporation’s Lead Independent Director and has served on the Board since 2002 (23 years of service) . He is a former Managing Director and General Partner of Goldman, Sachs & Co., with two decades of corporate finance and M&A experience, and brings deep financial and investment banking expertise to the Board . The Board has determined that nine of eleven nominees are independent under Nasdaq and Zions’ guidelines; Quinn serves as Lead Independent Director and chairs the Executive Committee, underscoring his independent leadership role . All directors, including Quinn, attended at least 75% of Board and applicable committee meetings in 2024 (Board met seven times) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman, Sachs & Co. | Managing Director & General Partner | Former; specialized in corporate finance and M&A for two decades | Contributes financial and investment banking expertise to Zions’ Board |
| American Express Bank Ltd. | Director | Prior to sale in 2009 | Prior public company banking board exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Group 1 Automotive, Inc. (NYSE:GPI) | Director | Not disclosed | Serves on nominating & governance, finance, risk management, compensation, and audit committees |
| National Ability Center (Park City, UT) | Director | Not disclosed | Non-profit board service |
Board Governance
- Independence status: Independent director; Board affirms nine of eleven nominees are independent under Nasdaq and company guidelines .
- Lead Independent Director: Yes; duties include presiding over executive sessions, approving agendas/materials, liaising between independent directors and Chair/CEO, and engaging shareholders upon request .
- Committee assignments (as of record date):
- Executive Committee — Chair (and Lead Director)
- Risk Oversight Committee — Member
- Nominating & Corporate Governance Committee — Member
- Attendance: All directors attended ≥75% of meetings; Board held 7 meetings; total Board+committee meetings = 33 in 2024 .
- Leadership structure: Combined Chair/CEO with robust Lead Independent Director role and fully independent committee leadership (other than Executive Committee composition) .
Fixed Compensation
| Component | 2024 Structure | Notes |
|---|---|---|
| Annual Cash Retainer (Non-employee Directors) | $75,000 (Jan 1–Apr 25, 2024); $80,000 (Apr 26–Dec 31, 2024) | Paid quarterly |
| Lead Director Fee | $35,000 | Applies to Quinn as Lead Independent Director |
| Committee Fees – Audit | Chair $37,000; Member $22,000 | |
| Committee Fees – Risk Oversight | Chair $37,000; Member $22,000 | |
| Committee Fees – Compensation | Chair $20,000; Member $10,000 | |
| Committee Fees – Nominating & Corporate Governance | Chair $20,000; Member $10,000 | |
| Technology Advisory Group | $10,000 | |
| Meeting Fees | $0 | |
| Deferred Compensation Plan (Directors) | Elective deferral of fees into rabbi trust; invested in guaranteed fund or ZION shares; cash settlement unless otherwise determined |
| Director | Fees Earned (Cash) | Stock Awards | Options | Other | Total |
|---|---|---|---|---|---|
| Stephen D. Quinn | $142,000 | $120,018 | — | — | $262,018 |
- 2024 director equity grants were valued at $120,000 per director under the structure change effective April 26, 2024 .
Performance Compensation
| Equity Grant (Directors) | Grant Date | Shares/Units | Grant-Date FMV/Share | Vesting |
|---|---|---|---|---|
| Restricted stock (each director) | Apr 26, 2024 | 2,874 shares | $41.76 | Vested immediately on grant date |
- No director stock options or unvested restricted stock awards were outstanding as of Dec 31, 2024 .
Other Directorships & Interlocks
- Current public company board: Group 1 Automotive, Inc. — extensive committee service (audit, compensation, nominating & governance, finance, risk) .
- Overboarding status: Company reports “None” overboarded per ISS/Glass Lewis guidelines (Board-wide) .
- Potential interlocks: None disclosed between Zions’ Compensation Committee and companies employing Quinn or vice versa; Compensation Committee interlocks section reports none (board-wide) .
Expertise & Qualifications
- Core skills matrix (Zions): Finance & Accounting; Financial Services; Regulatory/Compliance; Risk Management; Sales & Marketing; Strategic Planning (all marked for Quinn) .
- Background: Former Goldman Sachs MD/GP with two decades structuring M&A/debt/equity financings; brings capital markets and corporate finance acumen .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Pledged? |
|---|---|---|---|
| Stephen D. Quinn | 229,911 | 0.16% (229,911 ÷ 147,563,313 outstanding) | No pledges reported; company notes only limited pledging by CEO, and “no other shares” of directors/officers were pledged as of Dec 31, 2024 |
- Policies: Robust stock ownership guidelines; anti-hedging policy; pledging restricted for directors and executive officers .
- Hedging agreements by directors/executives: None; hedging prohibited .
Board Governance Signals
- Independence and structure: Nine of eleven directors independent; all standing committees (except Executive Committee) fully independent; Lead Independent Director role with robust authorities .
- Attendance: All directors met ≥75% attendance; Board met 7 times; total Board+committee meetings = 33 in 2024 .
- Shareholder alignment: 2024 Say-on-Pay passed with ~96% support; annual Say-on-Pay frequency recommended .
Related-Party and Conflict Review
- Material related-party transactions with directors: None (governance summary) .
- Ordinary course insider loans (Reg O): ~$5.4m in commitments and ~$2.3m outstanding as of Mar 3, 2025; all on substantially the same terms as for non-insiders; no unfavorable features disclosed (no individuals named) .
- Anti-hedging/pledging: Hedging prohibited; pledging restricted and monitored; pledged shares excluded from ownership guideline calculations .
- Section 16(a): Company notes compliance, with one late CEO gift filing; no issues cited for Quinn .
Governance Assessment
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Strengths:
- Seasoned independent leadership as Lead Independent Director with clear authorities to challenge management and set agendas .
- Deep finance and risk expertise aligned with bank oversight (serves on Risk Oversight and Nominating & Governance) .
- Strong attendance culture; independent committee leadership; high Say-on-Pay support signaling investor confidence in governance and pay alignment .
- Meaningful personal share ownership (≈0.16% of common) with no pledging reported, supporting alignment .
-
Watch items:
- Heavy external committee workload at Group 1 Automotive could create time-management risk; however, company reports no overboarding concerns under proxy advisor guidelines .
- Insider lending exists across directors/officers under Reg O (banking industry-standard); no unfavorable features disclosed, but continued monitoring is prudent .
Overall, Quinn’s profile (independent, experienced finance executive, robust lead director role, strong ownership) supports board effectiveness and investor alignment, with limited conflict risks disclosed and no red flags identified in director compensation, attendance, or related-party areas .