Board Justification

Zions' Compensation Committee believes that the most effective executive compensation program aligns executives’ interests with those of Bank shareholders. Our executive compensation programs are designed to achieve the following objectives:•Attract and Retain Talent. Secure talented and experienced executives necessary to prudently manage shareholder capital in the highly competitive financial services industry.•Motivate and Reward. Incentivize and reward executives whose knowledge, skills, and performance are critical to our success.•Align Interests. Align the interests of our executive officers and shareholders by compensating our executives for managing our business to meet long-term objectives and rewarding performance that exceeds established targets.•Support Performance-Based Goals. Link significant percentages of CEO and senior executive compensation to performance, utilizing deferred pay, “clawbacks,” and performance conditions.•Promote Prudent Risk-Taking. Pursue compensation objectives that reflect prudent risk-taking and protect the Bank's safety and soundness, including performance goals tied specifically to risk management.

Board Justification

N/A

Board Justification

The amount reflected in the "Non-Equity Incentive Plan Compensation" column reflects payments earned by all NEOs under the 2024 annual cash incentive and the 2022 - 2024 Value Sharing Plan. For Messrs. Simmons, Burdiss, and McLean it also includes the remaining 50% payment according to the VSP financial results for 2021-2023 based on the Committee determination of the final implementation of the core deposit system replacement.

Board Justification

Equity awards vest and become exercisable after a change in control if the executive is terminated by the Bank other than for cause or by the executive for good reason. In addition, the NEOs' equity awards provide that, upon the executive’s retirement at age 60 or older with five or more years of service with the Bank, any unvested equity awards will continue to vest and become exercisable according to the original vesting schedule, subject to certain non-compete, non-disparagement and confidentiality conditions.