Vivian Lee
ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/About Vivian S. Lee
Vivian S. Lee, age 58, has served on Zions Bancorporation’s board since 2015. She is an independent director and currently serves as Chair of the Compensation Committee; she is also a member of the Executive Committee. Dr. Lee is an executive fellow at Harvard Business School (since Dec 2022) and a senior lecturer at Harvard Medical School; she previously served as President, Health Platforms at Verily Life Sciences (Alphabet) and earlier led the University of Utah’s health system as SVP of Health Sciences, Dean of the School of Medicine, and CEO of University of Utah Health Care. She is the author of The Long Fix: Solving America’s Health Care Crisis with Strategies that Work for Everyone.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verily Life Sciences (Alphabet) | President, Health Platforms | 2018–2022 | Led founding and growth of several health technology companies |
| University of Utah | SVP of Health Sciences; Dean, School of Medicine; CEO, University of Utah Health Care | Six years (prior to 2018) | Streamlined processes and improved efficiency in a regulated healthcare environment |
| Zions First National Bank (affiliate) | Director | 2014–2015 | Board experience at bank affiliate prior to current ZION board role |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Harvard Business School | Executive Fellow | Since Dec 2022 | Ongoing academic engagement |
| Harvard Medical School | Senior Lecturer | Current | Teaching and thought leadership |
| Publication | Author, “The Long Fix” | — | Governance/strategy perspective in healthcare |
Board Governance
- Independence: ZION’s board is strongly independent (9 of 11 nominees). Dr. Lee qualifies as independent and chairs a fully independent Compensation Committee. Independent directors meet in executive session; in 2024 there were three such sessions. All directors attended at least 75% of Board/committee meetings.
- Board & meeting cadence: Board held 7 meetings in 2024; total Board and committee meetings were 33. Executive sessions were presided over by the Lead Independent Director.
- Leadership structure: CEO and Chair roles are combined, counterbalanced by a robust Lead Independent Director role (held by Stephen D. Quinn) with authority over agendas, executive sessions, and shareholder communication.
- Committee assignments (2024): Dr. Lee chairs the Compensation Committee and serves on the Executive Committee (which did not meet in 2024). Related committee meeting cadence in 2024: Compensation (4), Audit (12), Risk Oversight (7), Nominating & Corporate Governance (3).
- Compensation Committee interlocks: None; no insider participation or disclosable relationships.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 4 | Fully independent; uses independent consultant (FW Cook from Sep 2024; McLagan/Aon earlier in 2024) |
| Executive | Member | 0 | Executive Committee did not meet in 2024 |
Fixed Compensation
| Element | 2024 (Jan 1–Apr 25) | 2024 (Apr 26–Dec 31) | Notes |
|---|---|---|---|
| Annual cash retainer (nonemployee directors) | $75,000 | $80,000 | Retainer increased effective Apr 26, 2024 |
| Lead Director fee | $35,000 | $35,000 | Applies to Lead Director (not Dr. Lee) |
| Committee chair fees | Audit $37,000; Risk Oversight $32,000 | Audit $37,000; Risk Oversight $37,000; Compensation $20,000; Nominating $20,000 | Compensation Chair fee $20,000 |
| Committee member fees (excl. chair) | Audit $22,000; Risk Oversight $17,000; Comp $10,000; Nominating $10,000 | Audit $22,000; Risk $22,000; Comp $10,000; Nominating $10,000 | |
| Technology Advisory Group | $10,000 | $10,000 | If applicable |
| Equity (RSUs) | $105,000 | $120,000 | Annual grant; number = value/closing price on grant date |
| Vivian S. Lee – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 97,500 |
| Stock Awards (RSUs) | 120,018 (2,874 shares at $41.76 on Apr 26, 2024; vested immediately) |
| Total | 217,518 |
| Notes | No director stock options or unvested restricted stock outstanding at 12/31/2024 |
- Deferred compensation: Directors may defer fees into a rabbi trust with options including a guaranteed income fund or ZION common shares; settlements are typically in cash.
Performance Compensation
- Directors do not receive performance-conditioned equity; 2024 RSUs vested immediately upon grant. No director options outstanding at 12/31/2024.
- As Compensation Committee Chair, Dr. Lee oversees executive pay programs with explicit performance metrics. 2024 annual incentive metrics and outcomes:
| 2024 Executive Annual Incentive Metrics | Threshold | Target | Max | Weight | ZION Result | Payout % of Target |
|---|---|---|---|---|---|---|
| Relative Adjusted PPNR / RWA | 1.25% | 1.93% | 2.61% | 80% | 1.62% | 77% |
| Relative Net Charge-Offs / Loans | 0.36% | 0.27% | 0.17% | 20% | 0.06% | 150% |
| Funding for Financial Performance | — | — | — | — | — | 91.6% |
| Strategic Performance / Board Multiplier | — | — | — | — | — | 81.2% |
| Total Bank Funding Factor | — | — | — | — | — | 74.4% |
- Say-on-Pay support: 2024 Say‑on‑Pay (for 2023 pay) received over 96% approval—supportive of pay-for-performance design.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in past five years |
| Prior public company boards | None disclosed |
| Private/non-profit/academic roles | HBS Executive Fellow; HMS Senior Lecturer |
| Interlocks / conflicts | Compensation Committee interlocks: none. No material related-party transactions requiring disclosure beyond ordinary course Reg O lending, which is reported in aggregate and on market terms. |
Expertise & Qualifications
- Board skills matrix indicates Dr. Lee brings: C‑suite leadership; Cyber/Technology/Data; Regulatory/Compliance; Risk Management; Strategic Planning. These align with ZION’s oversight needs in cybersecurity, technology transformation, and prudential risk governance.
- Sector experience in healthcare and technology with operating leadership at scale; prior CEO of a $3.5B health system; health-tech company-building at Verily; academic leadership and publication enhance governance acumen and stakeholder perspective.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Pledged Shares | Notes |
|---|---|---|---|---|
| Vivian S. Lee | 35,767 | <1% | None disclosed (no director/officer pledges other than CEO group note) | Group footnote indicates no pledges by directors/officers as a group except a small CEO margin amount; hedging prohibited; pledging restricted. |
| Director equity instruments outstanding (12/31/2024) | — | — | — | No director stock options or unvested restricted stock outstanding. |
- Stock ownership guidelines apply to directors; hedging prohibited; pledging restricted and subject to approval; anti-hedging/pledging policy reviewed annually.
Governance Assessment
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Strengths
- Independent director; Chairs a fully independent Compensation Committee with use of independent consultants; no compensation interlocks.
- Strong engagement indicators: Board and committee structure robust; executive sessions held; all directors ≥75% attendance; overall investor support with 96% Say‑on‑Pay.
- Alignment: Director compensation balanced (cash + equity), RSU grants; anti‑hedging and restricted pledging; stock ownership guidelines.
- Risk oversight context: Board has dedicated Risk Oversight Committee; clear framework and regular reporting on cybersecurity and technology risk, aligning with Dr. Lee’s tech/data expertise.
-
Watch items
- Director equity vests immediately (typical for many boards but reduces explicit time-based retention vs. multi‑year vesting; mitigated by ownership/retention guidelines and anti‑hedging/pledging policies).
- Combined CEO/Chair structure relies on Lead Independent Director safeguards; current framework described as robust, but governance preferences vary among investors.
-
Conflicts/related-party exposure
- No material related-party transactions with directors disclosed; Reg O insider lending reported in aggregate on market terms. No pledging by Dr. Lee.