Suren Gupta
ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/About Suren K. Gupta
Independent director of Zions Bancorporation, N.A. (ZION), age 64, serving since 2015. Currently President of Allstate Protection Products and Enterprise Services; prior roles include President of Allstate Enterprise Solutions and Executive Vice President & Group CIO for Consumer Lending at Wells Fargo Bank. Expertise spans technology, operations, risk management, sales/marketing, strategic planning, and financial services; the Board designates him as an independent director under Nasdaq and the company’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allstate Protection Products & Enterprise Services | President; leads six protection business units plus global sourcing/procurement, real estate and administrative services | Current (dates not disclosed) | Technology, operations, procurement, risk management leadership |
| Allstate Enterprise Solutions | President; led global technology organization, global operations and corporate venture capital | Prior (dates not disclosed) | Enterprise technology, operations, venture investing |
| Wells Fargo Bank | EVP & Group CIO, Consumer Lending | Prior (dates not disclosed) | Consumer lending technology and operations |
| Airclic, GMAC, INTELSAT, Thomson, American Airlines | Senior roles in technology, operations, sales, marketing, strategic development | Prior (dates not disclosed) | Cross-functional operating experience |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (past 5 years) | None listed | — | No other public company directorships disclosed in ZION proxy for past five years |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined 9 of 11 nominees are independent; all standing committees (except Executive) comprise independent directors; Gupta designated independent |
| Committee assignments | Risk Oversight Committee member (not Chair) |
| Committee meeting cadence | Risk Oversight Committee met 7 times in 2024; Audit 12; Compensation 4; Nominating & Corporate Governance 3 |
| Board meetings & attendance | Board met 7 times in 2024; all directors attended at least 75% of Board and applicable committee meetings; independent directors held 3 executive sessions |
| Lead Independent Director | Stephen D. Quinn (also chairs Executive Committee) |
| Overboarding | None per ISS/Glass Lewis guidelines |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Fees earned (cash) | $107,000 | 2024 cash compensation for Gupta |
| Equity (RSUs) | $120,018 | Annual grant; 2,874 RSUs at $41.76 per share on April 26, 2024; vested immediately |
| Stock options | $0 | No director stock options outstanding as of Dec 31, 2024 |
| Total | $227,018 | Sum of cash and equity |
Compensation structure for nonemployee directors (2024 updates): cash retainer increased from $75,000 (Jan 1–Apr 25) to $80,000 (Apr 26–Dec 31); RSU grant value increased from $105,000 to $120,000; Risk Oversight Committee member fee $22,000; no meeting fees; Technology Advisory Group fee $10,000 (membership not listed by name in committee table) .
Performance Compensation (Director)
| Element | Details |
|---|---|
| Performance-linked pay | None disclosed for directors; annual RSUs vest immediately; no PSUs or option awards for directors in 2024 |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Compensation Committee interlocks | None; no insider participation or interlock conflicts disclosed |
Expertise & Qualifications
| Expertise Area | Gupta |
|---|---|
| C-Suite Leadership | Yes |
| Cyber/Tech/Data | Yes |
| Finance & Accounting | No (not marked) |
| Financial Services | Yes |
| Operations | Yes |
| Regulatory/Compliance | No (not marked) |
| Risk Management | Yes |
| Sales & Marketing | Yes |
| Strategic Planning | Yes |
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned | 30,436 (as of Mar 3, 2025) |
| % of class | <1% |
| Unvested director awards outstanding | None; no directors’ stock options or unvested restricted stock outstanding as of Dec 31, 2024 |
| Hedging/Pledging | Hedging prohibited; pledging restricted; no shares pledged disclosed for Gupta (pledge note references CEO holdings only) |
| Ownership policy | Stock ownership and retention guidelines in place for directors; robust guidelines affirmed |
Governance Assessment
- Strengths: Independent director with deep technology and operations expertise directly aligned to ZION’s Level 1 technology and cybersecurity risk oversight; active Risk Oversight Committee membership; Board and committee independence; robust anti-hedging/pledging policies and stock ownership guidelines; no material related-party transactions with directors; no overboarding concerns .
- Engagement: Board met 7 times; independent director executive sessions held; all directors attended at least 75% of meetings; Risk Oversight Committee met 7 times, reflecting significant time on cyber/tech risk .
- Incentive alignment (director): Modest cash retainer plus annual RSUs; immediate vesting RSUs are standard for directors; no performance-conditioned director equity; compensation level appears conventional and not excessive .
- Potential conflicts: Gupta is a senior Allstate executive; ZION discloses no material related-party transactions with directors and cites only ordinary-course loans by insiders subject to Reg O standards. Monitor for any evolving commercial relationships, but current disclosures show no conflict exposure requiring mitigation .
- Shareholder signals: Say-on-pay support was ~96% in 2024, indicating broad investor approval of compensation practices; annual say-on-pay frequency recommended and adopted, supporting ongoing investor engagement .
RED FLAGS: None identified in proxy disclosures for Gupta. No attendance shortfalls, no pledging, no related-party transactions, and no interlock issues disclosed .