UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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UMB Financial Corporation

(Name of Registrant as Specified In Its Charter)

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NOTICEOFTHE

20172020 ANNUAL MEETING

OF SHAREHOLDERS

AND PROXY STATEMENT

April 25, 2017,28, 2020, at

9:00 a.m. CDT

UMB Financial Corporation

1010 Grand Boulevard

Kansas City, Missouri 64106

NOTICE OF THE 20172020 ANNUAL MEETING OF

SHAREHOLDERS OF UMB FINANCIAL CORPORATION

The date of this notice is March 14, 2017.13, 2020. The attached proxy statement and the related form of proxy are first being sent, given, or made available to shareholders on or about March 14, 2017.13, 2020.

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting To Be Held on April 25, 2017:28, 2020:

The Proxy Statement and the Annual Report to Shareholderson Form 10-K are available

atwww.edocumentview.com/umbf

TABLE OF CONTENTS

ii

UMB FINANCIAL CORPORATION

1010 Grand Boulevard

Kansas City, Missouri 64106

PROXY STATEMENT

GENERAL INFORMATION

This proxy statement and the related form of proxy are first being sent, given, or made available by UMB Financial Corporation (“we” or “UMB” or the “Company”) on or about March 14, 2017,13, 2020, to the shareholders of record of our common stock, par value of one dollar ($1.00) per share (“UMBstock”), at the close of business on March 1, 20172, 2020 (the “recorddate”), in connection with our 20172020 annual meeting of shareholders and any adjournment or postponement of the meeting (the “AnnualMeeting”).

The Annual Meeting will be held at 9:00 a.m. CDT on April 25, 2017,28, 2020, at our principal executive offices located at 1010 Grand Boulevard, Kansas City, Missouri 64106, for the purposes described in this proxy statement.

The following matters will be presented to our shareholders:

Afterward, we will present a report on our business and operations.

No shareholder has a dissenter’s right of appraisal or similar right in connection with any of these matters.

Attendance at the Annual Meeting will be limited to shareholders of record or their proxies, beneficial owners of UMB stock who present proof of ownership, and our guests. Attendees may be required to present a valid form of government-issued photo identification (such as a driver’s license) in order to gain admittance.

Proxies are being solicited to afford all shareholders of record an opportunity to vote on the matters being presented at the Annual Meeting.

It is important that your shares be represented at the Annual Meeting, regardless of how many you own, and we strongly encourage you to vote by proxy even if you are planning to attend in person.

QUESTIONS AND ANSWERS ABOUT

THE ANNUAL MEETING, THESE PROXY MATERIALS, AND VOTING YOUR SHARES

Why did I receive these proxy materials?

You received our proxy statement annual report,and Annual Report on Form10-K (collectively, “Annual Report”), or notice of internet availability of proxy materials,the foregoing, as applicable, because UMB’s Board of Directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting. This proxy statement contains information that we are required to provide you under the rules of the U.S. Securities and Exchange Commission (the “SEC”) and is intended to assist you in voting your shares.

What is a proxy?

A proxy is your grant of authority to another person to vote your shares. The person granted this authority is also called a proxy. When you designate a proxy, you may direct the proxy how to vote your shares.

Who may vote at the Annual Meeting?

Shareholders of record at the close of business on the record date may vote at the Annual Meeting. As of the record date, 49,840,19848,927,927 shares of UMB stock were issued and outstanding and, therefore, eligible to be voted at the Annual Meeting. Each share of UMB stock is entitled to one vote.

Who is a shareholder of record or a beneficial owner?

“Shareholdersofrecord” or “recordholders” have shares of UMB stock registered in their names, either in book entry or certificate form, with our transfer agent, Computershare Trust Company. “Beneficialowners,” in contrast, own shares of UMB stock that are held in “street name” through a broker, bank, or other nominee.

Beneficial owners generally cannot vote their shares directly and must instead instruct their brokers, banks, or other nominees how to vote the shares. If you are a beneficial owner of UMB stock, your proxy is being solicited through your broker, bank, or other nominee.

What are my voting rights?

You may vote “FOR” or “WITHHOLD” on the nominees under Proposal #1. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on Proposals #2 #4, and #5. You may vote “ONE,” “TWO,” “THREE,” or “ABSTAIN” on Proposal #3.

Cumulative voting will apply in connection with Proposal #1—election of directors.See “Whatvoteisrequiredforeachproposal?” later in this section. Cumulative voting will not apply in connection with any other proposal at the Annual Meeting.

If you are a beneficial owner of shares, and you do not provide instruction to your broker, bank, or other nominee, your broker, bank or other nominee is not permitted to vote your shares on certain proposals.See “Whatvoteisrequiredforeachproposal?” later in this section.

How does the Board recommend that I vote?

The Board recommends that you vote as follows:

What vote is required for each proposal?

•      Proposal #4::		Majority voting will apply—that is, ratification of the Corporate Audit Committee’s engagement of KPMG LLP as our independent registered public accounting firm for 20172020 will require the affirmative (“FOR”) vote of the majority of the shares cast at the Annual Meeting.
		Voting “ABSTAIN” on this matter will have no effect on the outcome. If you are a beneficial owner of shares, your broker, bank, or other nominee can exercise discretion in voting your shares on this matter if no instruction is received from you.
•      Proposal #5:		Majority voting will apply—that is, approval of the shareholder proposal for the adoption of a policy requiring an independent Chair of our Board will require the affirmative (“FOR”) vote of the majority of the shares cast at the Annual Meeting.
		Voting “ABSTAIN” on this matter will have no effect on the outcome. If you are a beneficial owner of shares, your broker, bank, or other nominee is not permitted to vote your shares on this matter if no instruction is received from you.

How do I vote my shares?

We strongly encourage all shareholders to submit their votes in advance of the Annual Meeting.

		is not a current employee of UMB or who does not have a valid UMBe-mail address will receive our proxy materials in the mail and will be able to provide voting instructions to the trustee by internet, telephone or mailmail. In all cases, however, voting instructions must be received by the trustee by 1:00 p.m. CDT on April 20, 2017.23, 2020.

If I am a record holder, what happens if I submit a valid proxy prior to the Annual Meeting but do not provide voting instructions?

If you as a record holder submit a valid proxy prior to the Annual Meeting but do not provide voting instructions, your shares will be voted according to the recommendations of the Board.See“HowdoestheBoardrecommendthatIvote?” earlier in this section.

If I am a beneficial owner, will my broker, bank, or other nominee vote for me if I do not provide voting instructions?

If you are a beneficial owner and do not provide voting instructions, your broker, bank, or other nominee has discretionary authority to vote your shares on Proposal #4—#3—ratification of the Corporate Audit Committee’s engagement of KPMG LLP as our independent registered public accounting firm for 2017.2020. Your broker, bank, or other nominee, however, does not have discretionary authority to vote your shares on Proposals #1 #2, #3 or #5.#2.

If I hold shares through the Profit-Sharing Plan or the ESOP, will the trustee vote for me if I do not provide voting instructions?

If you hold shares through the Profit-Sharing Plan and do not provide voting instructions, the trustee will vote your shares in the same proportion that the other shares in the Profit-Sharing Plan are voted. If you hold shares through the ESOP and do not provide voting instructions, the trustee can exercise discretion in voting your shares.

Can other matters be decided at the Annual Meeting?

When this proxy statement was printed, we did not know of any matter to be presented at the Annual Meeting other than those described in this proxy statement. If any other matter may be properly considered at the Annual Meeting, your proxy can exercise discretion in voting your shares on the matter. We do not anticipate that any other matter will be presented at the Annual Meeting.

Can I revoke or change my proxy?

You may revoke or change your proxy at any time before the vote is taken at the Annual Meeting.

If you are the record holder of UMB stock, you may revoke or change your proxy in the following ways:

If you are the beneficial owner but not the record holder of UMB stock, you must follow the directions provided to you by your broker, bank, or other nominee. Any beneficial owner of shares who wants to revoke a proxy at the Annual Meeting will need to present to the inspectors of election a legally enforceable proxy from the broker, bank, or other nominee indicating that the person is the beneficial owner of the shares.

If you hold shares through the Profit-Sharing Plan or the ESOP, you must follow the directions provided to you by the trustee.

Who pays the costs of preparing the proxy materials and soliciting proxies?

We will pay the costs of preparing the proxy materials and soliciting proxies, including the reasonable charges and expenses of brokers, banks, and other nominees for forwarding proxy materials to beneficial owners and updating proxy cards and directions. We also have engaged Okapi Partners LLC to assist in the solicitation of proxies for an estimateda fee of $10,000 plus disbursements.

In addition to our solicitation of proxies by mail, your proxy may be solicited by telephone, facsimile, internet, ore-mail or in person by directors, officers, or regular employees of UMB or its affiliates who will receive no additional compensation for doing so.

STOCK OWNERSHIP

Principal Shareholders

The following persons owned of record or beneficially owned (as defined in Rule13d-3 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) more than 5% of UMB stock at the close of business on March 1, 2017:2, 2020:

(c)

72,4207,671 shares of unvested restricted stock are under Mr. Kemper’s authority to vote.

Stock Owned by Directors, Nominees, and Executive Officers

This table sets forth the number of shares of UMB stock that were beneficially owned (as defined in Rule13d-3 of the Exchange Act) at the close of business on March 1, 2017,2, 2020, by a director, a nominee, or a Named Executive Officer (as defined in “CompensationDiscussionandAnalysis—Overview” later in this proxy statement). It also includes the number of shares that were beneficially

owned at the close of business on March 1, 2017,2, 2020, by all directors and Executive Officers (as defined in “Delinquent Section16(a)BeneficialOwnershipReportingCompliance Reports” later in this section) as a group. The individuals designated as our Executive Officers are also our executive officers as defined in Rule3b-7 of the Exchange Act.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Section 16(a) of the Exchange Act requires each officer (as defined in Section 16(a) and Rule16a-1 of the Exchange Act, an “ExecutiveOfficer”), each director on our Board, and any person who beneficially owns more than 10% of UMB stock (collectively, the “reportingpersons”) to file with the SEC reports of ownership and changes in ownership of UMB stock. SEC rules also require each reporting person to send or deliver to UMB a copy of each statement filed with the SEC by that person under Section 16(a).

Based solely on a review of the copies furnished to UMB during orSection 16(a) reports filed with respect to 2016the SEC and written representations from reporting persons that no Forms 5 were required to be filed, UMB believes that each person who was a reporting person during 20162019 timely filed the reports required by Section 16(a) of the Exchange Act during 2016, except as follows: (i) Greg M. Graves,2019, except: (1) Gordon D. Lansford filed a directorlate Form 4 on the Board, filed late Forms 4February 27, 2019 reporting the purchase through UMB’s dividend reinvestment plan (the “DividendReinvestmentPlan”)a grant of (1) 243.79850 shares of UMB stock on August 11, 2016,February 1, 2019, and (2) 16.54 shares of UMB stock on September 8, 2016; (ii) Andrew J. Iseman, an Executive Officer during 2016,James D. Rine filed a late Form 4/A4 on March 14, 2016July 31, 2019 reporting the withholding of 1,93122 shares of UMB stock for the payment of taxes when restricted stock vested on JanuaryMay 1, 2016; and (iii) Shannon A. Johnson, an Executive Officer during 2016, filed a late Form 4 on March 22, 2016 reporting the withholding of 25 shares for the payment of taxes when restricted stock vested on March 14, 2016.2019.

CORPORATE GOVERNANCE

Overview

UMB is committed to robust corporate-governance principles and practices. In additionpractices that provide our Board with the appropriate framework to the information provided in this proxy statement, we maintain the following documentsengage in the Corporate Governance menu atwww.umb.com/investor:

You may request a copy of any of these documents by sending a written request for one to UMB Financial Corporation, Attention: Corporate Secretary, 1010 Grand Boulevard, Kansas City, Missouri 64106.general public.

Information About our Corporate Governance and Guidelines

The Board has adopted Corporate Governance Guidelines (the “GovernanceGuidelines”) to formalize our corporate governance practices and assist the Board in exercising its responsibilities to UMB and our shareholders. These Governance Guidelines serve as a flexible framework within which the Board may conduct business. The Board regularly reviews and updates the Governance Guidelines as changes occur in our corporate strategy, in the regulatory environment, or in response to suggestions from shareholders or other third parties.

The Board has also adopted a Code of Ethics (the “Code of Ethics

”) that applies to all directors, advisory directors, and associates of UMB, including the Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer. UMB believes that integrity is paramount. While all business is based to some degree on trust, our business has trust as a core principle. Being honest and fair to our customers, shareholders, and associates is not just a value but a moral imperative. In keeping with these principles, the Board has adopted a Code of Ethics (the “CodeofEthics”).

The Code of Ethics appliesreflects our commitment to all directors, advisory directors, and associatesthese principles. The Board did not provide any waivers to the Code of UMB, including the Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer.

There were no waivers from any provisionEthics in 2019. If a waiver of the Code of Ethics in 2016. Weis approved, we will post any amendmentit on our website.

We invite you to thevisit our “Investor Relations” section of our website at investorrelations.umb.com. You can find our Governance Guidelines, Code of Ethics, as well as any waiver that is required to be disclosed under applicable rules of the SEC or The NASDAQ Stock Market LLC (“NASDAQ”),and Committee Charters in the Corporate Governance menu atwww.umb.com/investor. AInvestor Relations section by selecting “Governance Documents” under the heading “Overview.” You may also request a copy of the Codeany of Ethics will be provided withoutthese documents free of charge to any person who sendsby sending a written request for one to UMB Financial Corporation, Attention: Corporate Secretary, 1010 Grand Boulevard, Kansas City, Missouri 64106.

TheOur Board of Directors

Overview

UMB’s bylaws (the “The Corporate Governance and Nominating Committee (“BylawsGovernance Committee”) allow for not less than 8annually assesses the composition and not more than 18 directors, withsize of our Board. In assessing the exact number to be set bysize of the Board, from time to time. Thethe Governance Committee and the Board consider the need for particular talents or other qualities, the benefits associated with a diversity of perspectives and backgrounds, the availability of qualified candidates, the workloads and needs of Committees, and other relevant factors. Our Board currently has 12 seats. Themembers, but the Governance Committee has recommended the election of one additional director to provide for Board believes that this size is appropriate based on UMB’s present circumstances. Allsuccession, to add expertise in specific areas, and to increase Board diversity. Each of the seats on the Board are up for election annually.

Of the 12 current directors, 10 have been determined by the Board to be independent under Item 407(a) of SEC RegulationS-Kand “Independent Directors” under NASDAQ Listing Rule 5605(a)(2)rules (each “independent” and an “independentdirector”). Ten ofAll the current directors and two new director nominees, constitute all of theare nominees for election at the Annual Meeting. The Board has also nominated Dr. Janine A. Davidson as the 13^th director candidate. If elected, Dr. Davidson would also be classified as an independent director.

The primary responsibility of the directors is to exercise their business judgment to oversee and direct the businessdiverse array of businesses and affairs of UMB. Specific responsibilities of the Board include:

The Board’s Leadership Structure

TheJ. Mariner Kemper serves both as the Chairman of the Board appoints oneand the Chief Executive Officer of its members to serve as Chair.the Company. The Board, in consultation with the Corporate Governance & Nominating Committee, (the “GovernanceCommittee”),regularly evaluates from time to time whether an independent Chair would be in the best interests of UMB and its shareholders. Among the factors considered by the Board are the qualifications and performance of anynon-independent Chair, the percentage of independent directors on the Board, the degree of independent oversight exercised by the Board, the soundness of UMB’s corporate governance structure and policies, and the performance of UMB.

Based on this evaluation, the Board has determined that the best interests of UMB and its shareholders are currently served by J. MarinerMr. Kemper holdingretaining the positions of ChairChairman of the Board and Chief Executive Officer. For more about this conclusion,see

UMB maintains strong independent and effective oversight of the Board’s response to “Proposal#5—ShareholderProposalfortheAdoptionofaPolicyRequiringanIndependentChairoftheBoard” later in this proxy statement.

Under through our Bylaws and Governance Guidelines, whenever the Chair does not qualify as an independent director, the independent directors elect a lead independent director (the “LeadDirector”). The Lead Director is responsibleelected annually by the independent directors upon recommendation from the Governance Committee. Greg M. Graves, our current lead director, has served in that capacity for almost three (3) years. He also serves as the following:Chair of the Governance Committee. The Lead Director’s duties include:

The Board’s Role in Risk Oversight

Among the Board’s specific responsibilities is oversight of the risk-management policies of UMB’s global operations and the operation of UMB’s global risk-management framework.

The Board has created a Risk Committee (the “RiskCommittee”) that is comprised only of independent directors and that is charged with approving and periodically reviewing the risk-management policies of our global operations (collectively, the “EnterpriseRiskManagementPolicy”), including statements of risk appetite, and adapting the Enterprise Risk Management Policy when and as appropriate to changes in our structure, risk profile, complexity, activities, or size.

The Board also has created three committees comprised of senior officers of UMB or its subsidiaries to support the Risk Committee in developing and overseeing the operation of the Enterprise Risk Management Policy:

In addition, the Corporate Audit Committee (the “AuditCommittee”) assists the Board in fulfilling its responsibilities to oversee the quality and integrity of the accounting, financial-reporting, and internal-control functions of UMB and its subsidiaries. The Compensation Committee (the “CompensationCommittee”) likewise assists the Board in ensuring that UMB’s compensation programs incent balanced risk-taking within established appetites, tolerances, and limits and promote the sustained operating and financial performance of UMB. The Compensation Committee also approves and oversees the succession planning for senior management of the Company, including the Chief Executive Officer.

UMB maintains as well, under the leadership of its Chief Risk Officer, a robust enterprise risk management program designed to identify, quantify, monitor, report, and control risks that we face. The Chief Risk Officer supplies the Board, directly or through the Risk Committee, with regular reports on the operation of this program, the evolving risks to our businesses, and the controls and other mitigants utilized to manage those risks. The Board, in turn, considers these reports, as well as other information from management or third parties, in reviewing and approving our strategic direction and otherwise overseeing and directing our business and affairs.

Independent Directors

The Board has determined that the following directors are independent directors:

These independent directors comprise overmore than three-quarters of the Board. Further, the Board has determined that Messrs. Lansford and Taylor,Dr. Janine A. Davidson, a nominee for the two new director candidates nominated for election, areBoard, is independent. J. Mariner Kemper and Alexander C. Kemper have been found not to be independent due to their employment by UMB orand familial relationship to UMB’s Chief Executive Officer, respectively.

In evaluating the independence of each director, the Board has reviewed and deliberated on transactions, relationships, and arrangements between theeach director or any related person or interest and UMB or any of its

subsidiaries. In particular, the Board considered that the following matters: (1) independent directors or related persons or interests have varying degrees of banking relationships with UMB or its subsidiaries, such as deposit accounts, extensions of credit, trust services, or investment services; (2) seven of the independent directors or related persons or interests are associated with commercial entities that received commitments or extensions of credit from UMB or its subsidiaries; and (3) one of the independent directors or related persons or interests is associated with commercial entities that provided services in the ordinary course of business to UMB or its subsidiaries.services. All of these transactions, relationships, and arrangements, in the judgment of the Board, were made on terms and under circumstances at least as favorable to UMB or its subsidiaries as those that were prevailing at the time for comparable transactions, relationships, or arrangements with unrelated persons or interests or those that would have applied to unrelated persons or interests. The Board also concluded that none of these banking transactions, relationships, or arrangements—other than one that involves a related person associated with Mr. Dunn and one that involves a related person associated with Mr. J. Mariner Kemper and Mr. Alexander C. Kemper, both of which have been approved by the Audit Committee and are discussed later in this section—arrangements require disclosure under Item 404(a) of SEC RegulationS-K.rules.See “TransactionswithRelatedPersons” later in this section. The Board determined as well that no independent director has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Committees of the Board of Directors

The Board maintainsUMB has four standing committees that are comprised only of independent directors (the “Committees”): the Compensation Committee, the Audit Committee, the Governance Committee, and the Risk Committee. The charter for each of these Committees can be found inat investorrelations.umb.com then select “Governance Documents” under the Corporate Governance menu atwww.umb.com/investor.heading “Overview.”

Compensation Committee

The Compensation Committee is currently comprised of six independent directors: Greg M. Graves (Chair), Robin C. Beery (Chair), Gordon E. Lansford III, Timothy R. Murphy, L. Joshua Sosland, Paul Uhlmann III, and Leroy J. Williams, Jr.

Messrs. Graves, Sosland, Uhlmann, and Williams, and Ms. Beery, served on All of the members of the Compensation Committee served throughout all of 2016.2019 other than Mr. Murphy was appointed in July 2016 as an additional member.Lansford who joined the Compensation Committee following the April 2019 meeting.

The Board has determined that all of the current members are qualified to serve on the Compensation Committee under applicable rules of the SEC, NASDAQ, or the Department of the Treasury (including the independence,non-employee-director, and outside-director requirements for compensation-committee members).

Among the Compensation Committee’s primary functions are the following:

The Compensation Committee also (1) reviews and makes recommendations in connection with matters involvingsay-on-pay andsay-when-on-pay votes by UMB’s shareholders and (2) reviews and approves or ratifies related person transactions involving compensation.

A narrative description of the processes for considering and determining executive and director compensation, including (a) the Compensation Committee’s authority and the extent to which that authority may be delegated and (b) the roles of UMB’s Executive Officers and compensation consultants in determining or recommending the amount or form of executive and director compensation, can be found in “CompensationDiscussionandAnalysis,” and “Corporate Governance—20162019 Director Compensation” later in this proxy statement.

Compensation Committee Interlocks and Insider Participation

During 2019, no UMB executive officer served as a member of the board of directors or the compensation committee of any entity with one or more executive officers serving on our Board or Compensation Committee, nor has any such relationship existed in the past. No director who served on the Compensation Committee during 2019 is or was formerly an officer or employee of UMB.

Audit Committee

The Audit Committee is currently comprised of four independent directors: Nancy K. BueseGordon E. Lansford III (Chair), Robin C. Beery, Kevin C. Gallagher, and Kris A. Robbins. Ms. Buese, Ms. Beery and Messrs. Gallagher and Robbins served on the Audit Committee throughout all of 2016.

The Board has determined that all of the current members are qualified to serve on the Audit Committee under applicable rules of the SEC or NASDAQ (including the heightened independence requirements for audit-committeeaudit committee members) and that Ms. BueseMr. Lansford and Mr. Robbins are audit committee financial experts and financially sophisticated under those applicable rules. The Board also determined that Messrs. Lansford and Taylor, new director candidates nominated for election at the Annual Meeting, are audit committee financial experts and/or financially sophisticated under those applicable rules.

The Audit Committee is a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. TheOur Audit Committee assists the Board in fulfilling its responsibilities to oversee the quality and integrity of the accounting, financial-reporting, and internal-control functions of UMB and its subsidiaries. In particular, the Audit Committee’s role includes assisting the Board in overseeing:

The Audit Committee has sole authority over the appointment and replacement of UMB’s independent auditorsregistered public accounting firms and is directly responsible for the compensation and oversight of UMB’s independent auditors. The Audit Committee also approves the risk-assessment methodology, risk assessment, and annual audit plan of the internal audit function and all decisions on the appointment, removal, and compensation of UMB’s Director of Corporate Audit Services. In addition, the Audit Committee (1) reviews and approves or ratifies related-person transactions (other than those involving compensation that are reviewed and addressed by the Compensation Committee), (2) reviews the summary of any complaint reporting a violation of the Code of Ethics, applicable law, or UMB’s policies and monitors any authorized internal investigation of such a complaint, and (3) establishes procedures for the receipt, retention, and treatment of any complaint about accounting, internal accounting controls, or auditing matters and for the confidential, anonymous submission by UMB’s associates of any concern about questionable accounting or auditing matters.

Governance Committee

The Governance Committee is currently comprised of five independent directors: Terrence P. Dunn (Chair), Greg M. Graves (Chair), Timothy R. Murphy, L. Joshua Sosland, and Paul Uhlmann III, and Gordon E. Lansford III. Each of these directors served on the Governance Committee throughout all of 2016, with the exception of Mr. Murphy who was appointed to the Committee in July of 2016.2019.

Among the Governance Committee’s primary functions are the following:

The Governance Committee has incorporated its policies on the nomination process for directors into the Governance Guidelines.See “Proposal#1—ElectionofDirectors” later in this proxy statement.

Risk Committee

The Risk Committee is currently comprised of five independent directors: Kris A. Robbins (Chair), Robin C. Beery, Nancy K. Buese, Kevin C. Gallagher, Tammy M. Peterman, L. Joshua Sosland, and Leroy J. Williams, Jr. All of the director members served on the Risk Committee throughout all of 2016.2019, except for Ms. Peterman who joined the Risk Committee following her election to the Board in April of 2019.

Among the Risk Committee’s primary functions are the following:

Compensation Committee Interlocks and Insider Participation

No person who served as a member of the Compensation Committee during 2016 (1) is or has been an officer or employee of UMB or its subsidiaries or (2) has or had any relationship requiring disclosure by UMB under any paragraph of Item 404 of SEC RegulationS-K. No relationship described in Item 407(e)(4)(iii) of SEC RegulationS-K existed during 2016.

Attendance at Board Meetings, Committee Meetings, and Annual Meetings of Shareholders

TheOur Board met fivefour times in 2016,2019, and the independent directors met in executive session chaired by the Lead Director four times. In addition, during the year, the Audit Committee met five times, the Compensation Committee met six times and took action one timeacted once by unanimous written consent, the Compensation Committee met four times, the Governance Committee met three times, and took action one time by unanimous written consent, and the Risk Committee met four times.

Each director attended at least 75% of the aggregatemeetings of (1)our Board and the total number of meetings held in 2016 by the BoardCommittees on which he or she served as a regular member during the period when the director was serving in that capacity and (2) the total number of meetings held in 2016 by all applicable Committees during the period when the director was serving on those Committees.2019.

Under the Governance Guidelines,We strongly encourage our directors are strongly encouraged to attend the annual meeting of shareholders in order to provide an opportunity for informal communication between directors and shareholders and to enhance the Board’s understanding of shareholder priorities and perspectives. All of our directors who satwere nominated to serve on the Board atattended the time of the 20162019 annual meeting of shareholders were present at that meeting.the shareholders.

Communications with the Board of Directors

Under the Governance Guidelines, ifIf any shareholder wishes to communicate with the Board or individual directors, the communication must be in writing, addressed to the Board or the director, and delivered to the following address: UMB Financial Corporation, c/o the Corporate Secretary and the Chair of the Corporate Governance & Nominating Committee, 1010 Grand Boulevard, Kansas City, Missouri 64106. The Secretary will acknowledge the communication and will provide the Chair of the Board and the Chair of the Governance Committee with a copy or a summary. Any or no action may be taken in response to the communication as is judged to be necessary or appropriate and consistent with applicable law. Any director may review a log of all communications that have been received by the Secretary and addressed to the Board or individual directors and may obtain from the Secretary a copy of those communications. Any communication from a shareholder that expresses a concern about any accounting, financial reporting, or internal control matter will be promptly conveyed to the Chair of the Audit Committee and will be addressed consistent with the processes and procedures adopted by the Audit Committee.

Transactions with Related Persons

Statement of Policy and Process

We have adopted a written Statement of Policy and Process (the “StatementofPolicyandProcess”) that requires the Audit Committee to review and to approve or ratify any related person transaction, other than one involving compensation that is reviewed and addressed by the Compensation Committee.

A “relatedpersontransaction” under the Statement of Policy and Process is an existing or currently proposed transaction or series of similar transactions where (1) UMB or any of its subsidiaries was or will be a participant, (2) the amount involved exceeds $120,000, and (3) any related person had or will have a direct or indirect material interest. Related person transactions include any existing or currently proposed transaction or series of similar transactions for which disclosure under Item 404(a) of SEC RegulationS-Krules is mandated. The term “relatedperson” under Item 404(a)SEC rules means, at the applicable time, (a) any director or executive officer of UMB, (b) any nominee to the Board, (c) any beneficial owner of more than 5% of UMB stock, and (d) any immediate family member (as defined in Item 404)by SEC rules) of any of those directors, executive officers, nominees, or beneficial owners. An indirect material interest can arise from a related person’s position or relationship with a firm, corporation, or other entity that engages in a transaction with UMB (excluding any interest arising only from the person’s position as a director of such an entity, the person’s direct or indirect attributed ownership of less than a 10% equity interest in such a corporate or similar entity, or the person’s position as a limited partner with less than a 10% direct or indirect attributed interest in such a partnership entity)UMB.).

No review, approval, or ratification, however, is required under the Statement of Policy and Process for a transaction (i) where the rates or charges involved are determined by competitive bids, (ii) involving the rendering of services as a common or contract carrier or a public utility at rates or charges fixed in conformity with law or governmental authority, (iii) involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services, (iv) where the interest of the related person arises solely from the ownership of UMB stock and all holders of UMB stock receive the same benefit on a pro rata basis, or (v) involving indebtedness extended by any of UMB’s banking or broker-dealer subsidiaries if the extension of credit was made in the ordinary

course of business, was made on substantially the same terms as those prevailing at the time for comparable transactions with unrelated persons, and did not involve more than the normal risk of collectability or present other unfavorable features.

Key personnel in businesses and operations of UMB or its subsidiaries that could possibly engage in related person transactions are responsible for monitoring and reporting to the General Counsel any existing or contemplated transaction that may be covered by the Statement of Policy and Process. The General Counsel will review this and other appropriate information, will inform the Audit Committee of any transaction that may require review, and will provide the Audit Committee with the information necessary to conduct the review. If any transaction is executed without the Audit Committee’s prior approval and the Audit Committee decides not to ratify it, UMB’s management will be directed by the Audit Committee to rescind or terminate the transaction as promptly and on as favorable of terms as feasible.

No member of the Audit Committee or the Compensation Committee participates in any review or consideration of any related-personrelated person transaction involving the member, the member’s immediate family, or a related entity.

Under the Statement of Policy and Process, when considering whether to approve or ratify a related-person transaction, the Audit Committee will consider (A) the terms of the transaction, (B) whether consummation of the transaction is consistent with the best interests of UMB and its shareholders, (C) the benefits likely to accrue to UMB, (D) the extent of the related person’s interest in the transaction, (E) whether the transaction presents a heightened risk of conflicts of interest, oran improper valuation or the perception of such a conflict or improper valuation, (F) any impact that the transaction may have on a director’s independence, (G) the availability of comparable products or services from sources other than the related person, (H) whether the transaction is on terms no less favorable than those generally available to an unaffiliated third party under the same or similar circumstances or on terms comparable to those provided to UMB’s employees generally, and (I) whether UMB is obtaining products or services of a nature, quantity, or quality or on other terms that are not readily available from alternative sources.

Transactions Since January 1, 20162019

TheIn accordance with the Statement of Policy and Process, the Audit Committee has reviewed and approved the following transactions since January 1, 2016:2019:

The Audit Committee also has recognized that many of UMB’s related persons have engaged in credit or other banking transactions with one or more of UMB’s banking or broker-dealer subsidiaries in the ordinary course of theeach such subsidiary’s business. Each transaction was executed on substantially the same terms as those prevailing at the time for comparable transactions with unrelated persons and did not involve more than the normal risk of collectability or present other unfavorable features.

In addition, since 2016, the Compensation Committee has reviewed and approved the compensation for Heather KemperK. Miller, the sister of J. Mariner Kemper and Alexander C. Kemper. Ms. Miller is thean Executive Vice President of Sales, Marketing and CommunicationCommunications for UMB. Ms. Miller’s compensation in 20162019 totaled $366,761,$407,395, which included (1) $198,461$215,846 in salary, (2) $69,300$86,600 under the 20152019 Short-Term Program, and (3) grants under the 20162019 Long-Term Program that were valued at $99,000$104,949 on the grant date. Ms. Miller’s base salary effective March 23, 2017,2020, will be $205,000,$225,000, and in 2020 she has been awarded in 2017awarded: (a) $77,000a target award of $78,750 under the 20162020 Short-Term Program and (b) awards under the 2017 Long-Term Program that wereOmnibus Plan in 2020 valued at $100,000$109,000 on the grant date.date the award was determined.

There has been no transaction since January 1, 2016,2019, that is required to be reported under Item 404(a) but that did not require review and approval or ratification under the Statement of Policy and Process or for which the Statement of Policy and Process was not followed.

2016Environmental, Social and Governance Practices

At UMB, we endeavor to be a good corporate citizen, focusing on prudent business practices, efficient and sustainable resource use, transparent governance, and diversity and inclusion. We care about our associates, our communities and the environment, and because we care, we are passionate about delivering on our promises and meeting the ever-evolving needs of the world around us with thoughtful consideration and open minds. We closely analyze how we do business, and who we do business with, through the lens of environmental, social, and governance considerations.

Our Associates

We know that our strength stems from our associates, and building a welcoming, diverse and enriching company culture is important to us. Throughout our footprint, our associates have access to development and educational opportunities, leadership support, and programs that help promote an atmosphere of trust, collaboration and unity.

Our Community

UMB maintains a commitment to the prosperity of each community we serve. In addition to providing financial products built for the needs of our customers, we use associate volunteerism and corporate philanthropy to build strong community partnerships.

The Environment

UMB recognizes the undeniable importance of sustainable and ethical business practices. While our business model does not include production or distribution in the more traditional sense, we still examine ways to reduce waste, promote recycling, decrease air pollution, conserve energy, and educate our associates about the benefits of environmental sustainability.

2019 DIRECTOR COMPENSATION

For their service on the Board during 2016,2019,non-employee directors received an annual retainer of (1) $40,000$50,000 in cash and (2) fully vested UMB stock having a value equal to $45,000$55,000 on the grant date. No separate fee is paid for attendance at meetings of the Board. Directors who are also employees of UMB receive no separate compensation for serving on the Board.

In addition, for 2016,2019, the Lead Director received an annual retainer of $30,000 in cash. The Chairs of the Audit Committee and the Risk Committee received annual retainers of $14,000 in cash, and the Chairseach of the Committees receive an annual cash retainer in the following amounts: Audit Committee—$15,000, Risk Committee—$14,000, Compensation CommitteeCommittee—$11,000, and the Governance Committee received annual retainers of $10,000 in cash.Committee—$10,000. Members of the Audit Committee received $2,000 in cash for each Committee meeting attended, and members of the Compensation Committee, the Governance Committee, and the Risk Committee each received $1,000 in cash for each Committee meeting attended.

The total compensation received by UMB’snon-employee directors for 20162019 is reflected in the following table:

PROPOSAL #1—ELECTION OF DIRECTORS

Number of Directors

The Governance Committee periodically evaluates whether a larger or smaller number of seats on the Board would enhance the Board’s effectiveness and makes recommendations to the Board as appropriate. In assessing the size of the Board, the Governance Committee and the Board consider the need for particular talents or other qualities, the benefits associated with a diversity of perspectives and backgrounds, the availability of qualified candidates, the workloads and needs of Committees, and other relevant factors.

The Board currently has 12 seats. The Board believes that this size is appropriate based on UMB’s present circumstances. All seats on the Board are up for election at the Annual Meeting for terms ending at the 2018 annual meeting of shareholders, or until a director’s earlier death, resignation or removal.

Nomination Process

The Governance Committee is responsible for periodically reviewing and recommending to the Board the desired characteristics of directors and the optimal composition of the Board as a whole. We believe that diversity among our directors enriches Company decision-making and fosters robust, critical thinking.

The Governance Committee may consider existing directors for renomination and may use search firms or other resources to identify other potential director candidates. The Governance Committee also considers potential director candidates who are recommended by shareholders in compliance with applicable law and our Bylaws. Any recommendation by shareholders must include the potential director candidate’s name, biographical information, and qualifications and must be submitted in writing to the Corporate Governance & Nominating Committee, UMB Financial Corporation, Attention: Corporate Secretary, 1010 Grand Boulevard, Kansas City, Missouri 64106. The Governance Committee uses the same criteria to evaluate all potential director candidates regardless of how they have been identified.

In recommending and nominating director candidates, the Governance Committee and the Board consider the following to be minimum qualifications:

The Governance Committee and the Board also give weight to other factors that are expected to enhance the effectiveness of the Board and its Committees. Among these are diversity—including in terms of geographic region, professional or business experience, gender, race, national origin, and specialized education or expertise—and particular talents, relationships, or other qualities that are likely to contribute in a meaningful way to increasing the fundamental value of UMB and creating long-term value for shareholders.

The Governance Committee and the Board take into account as wellrecently amended our Governance Guidelines to require that all director searches include candidates who are either gender or racially diverse in the pool of candidates. Additionally, the Governance Committee and the Board consider the evolving needs of UMB based on its strategic direction, business segments, growth objectives, risk appetites, geographic footprint, and tradition of providingthe unparalleled customer experience.

The effectiveness of these processes and policies areis assessed by the Governance Committee in connection with its periodic evaluation of the Board’s and each Committee’s performance as contemplated by the Governance Guidelines.

Nominations

The Governance Committee is dedicated to assembling a Board that excels in fulfilling these responsibilities, exercises independent leadership and oversight of management, and operates in a cohesive and effective manner. In identifying

and recommending director candidates, the Governance Committee remains mindful as well of the evolving needs of UMB based on its strategic direction, business segments, growth objectives, risk appetites, geographic footprint, and tradition of providingthe unparalleled customer experience.

The Governance Committee has recommended, and the Board has nominated, the slate of 1213 director candidatesnominees identified below for election to the Board for terms ending at the 20182021 annual meeting of shareholders, identified below.or until a director’s earlier death, resignation or removal. All but one of the nominees other than Mr. Lansford and Mr. Taylor, currently serve as Directors and have been nominated forre-election based on their qualifications and performance throughout 2016. Two current Directors, Mr. Dunn and Ms. Buese, notified the2019. The Governance Committee in January 2017,believes that they would not be standingeach existing director brings applicable talents, relationships, professional or business experience, specialized education or expertise, and other qualities to UMB and these directors meaningfully contribute to increasing the fundamental value of UMB and creating long-term value forre-election at the Annual Meeting, and Mr. Lansford and Mr. Taylor were recommended shareholders.

The Board has also nominated Janine A. Davidson to the Governance Committee and the Board to fill the vacated positions. Mr. Lansfordserve as our 13^th director. Dr. Davidson was recommended by J. Mariner Kemper to join the Governance Committee by Mr. DunnBoard. This recommendation was based on Mr. Dunn’sKemper’s personal knowledge and understanding of Mr. Lansford’sher business acumen,experience, leadership capabilities, and operational/strategic and business expertise. Mr. Taylor was recommendedexperience. Dr. Davidson also adds to the Governance Committee by Mr. Mariner Kemper, particularly based on Mr. Taylor’sdiversity of the Board in thought, experience, working for a publicly-held company and his expertise in real estate, management and business. gender.

Each of the director candidatesnominees has agreed to be nominated and, if elected, to serve as a Director. We do not anticipate that any nominee will become unavailable for election, but under our Bylaws, the shares represented by proxy and voting for any nominee who unexpectedly becomes unavailable prior to the election will be voted instead for a substitute candidate nominated by the Board. We are not aware of any arrangements or understandings between the nominees and any other person pursuant to which such persons were selected as a director or nominee.

Director QualificationsSkills Matrix

Our directorsBoard continually identifies key qualifications, attributes, skills and experiences that are responsible for exercising their business judgmentimportant to oversee and direct the diverse array of businesses and affairs of UMB. The Board reviews, approves, and advises managementbe represented on business strategies, significant corporate actions, and major transactions and also reviews assessments of and advises management on significant risks and issues facing UMB. In addition, the Board exercises oversight overas a whole, particularly given UMB’s current needs and priorities, and future planning. The following tables summarize certain of these key qualifications, attributes, skills and experiences, and identify directors possessing the processes that are designed to ensure the integrity of UMB’s actions.same.

The Governance Committee is dedicated to assembling a Board that excels in fulfilling these responsibilities, exercises independent leadership and oversight of management, and operates in a cohesive and effective manner. In identifying and recommending director candidates,

Robin C. Beery

Ms. Beery has30-years of experience in financial services and asset management, with strong knowledge of traditional and alternative investment products and specialized expertise in B2B and B2C distribution, brand strategy & reputation management and product marketing & packaging. Ms. Beery served as Executive Vice President, Head of US Distribution, for Janus Capital Group (now Janus Henderson Investors) a publicly traded asset managementasset-management company, headquartered in Denver, Colorado, from September 2009 until her retirement from Janus in August 2014. She also was theserved as CEO and President of the Janus Mutual Funds business during that period and was a member of the Janus Executive Committee from 2003 to 2014. In her capacity leading US Distribution, Ms. Beery had direct oversight of sales, client service, product, marketing, and corporate communications. Previously, fromFrom April 2003 to September 2009, she served as Executive Vice President, Chief Marketing Officer for Janus Capital Group. SheGroup, and was the President of the Janus Foundation from 2000 to 2014, overseeing the firm’s philanthropic endeavors and community relations. She currently sits on

Ms. Beery has served as an independent fund board trustee for the boardHartford Multi-Factor Exchange-Traded Funds (formerly branded Lattice Strategies) since December 2014, the Hartford Exchange-Traded Funds since December 2016, and the Hartford Mutual Funds since May of trustees for Lattice Strategies Trust,2017, and is a registered investment company based in San Francisco, California, with fiduciary oversightmember of four exchange-traded funds. She currentlythe Investment and Nominating and Governance Committees. Ms. Beery also serves as a fund trusteesenior business leader at ArrowMark Partners, an investment management boutique with specialized expertise in private and alternative credit and small cap equity strategies, since March 2015.

Janine A. Davidson

Janine A. Davidson, PhD, has served as president of the Metropolitan State University of Denver, Colorado’s third largest public university and only access-oriented University in the state, since July of 2017. As president, she is responsible for the Lattice StrategiesUniversity’s strategic direction and Hartford Funds Exchange Traded Trustsdaily operations, serving nearly 20,000 graduate and undergraduate students. From March 2016 through January 2017, she served as the 32^nd undersecretary of the United States Navy. In that role, Dr. Davidson was responsible for much of the operational and budgetary considerations for the United States Department of the Navy, including prioritization of research, development and procurement, readiness, modernization and the health and well-being of military and civilian personnel and families. Prior to being named undersecretary of the United States Navy, Dr. Davidson was a Senior Fellow, Defense Policy from January 2014 through March 2016, an Adjunct Professor at Georgetown University from January 2015 through May 2015, and an Assistant Professor at George Mason University from August 2012 to January of 2014. She additionally served as aNon-Resident Senior Fellow with fiduciary oversightthe Center for New American Security throughout 2013 and as Deputy Assistant Secretary of several strategic betaDefense for Plans at the Pentagon from April 2009 through March 2012. Dr. Davison began her career as an Air Force officer and actively managed exchanged-traded funds (ETFs). She has specialized knowledgecargo pilot, subsequently transitioning to the role of mutual fundsaviation and alternative productsaerobatics flight instructor with the U.S. Air Force Academy. Dr. Davidson brings to the Board over 30 years of academic, civilian and deepmilitary service, with expertise in portfolio management, financial-services distribution, brand strategy,the areas of leadership, politics, security policy, conflict, and reputation management.defense.

Kevin C. Gallagher

Mr. Gallagher is currently the Chief Executive Officer of Little Pub Holdings, LLC, Denver, Colorado, which is an owner/operator of 2321 neighborhood pubs and restaurants, a position he has held since 2009. He also serves as the Chairman of West Creek Partners, LLC, a private investment firm and,In addition, since 2015, Mr. Gallagher has held the position of Chairman of Gallagher Industries, LLC, a private holding company of lower middle-market industrial companies. He has entrepreneurial experience and marketing experience gained from serving as chief executive officer of a large complex diversified operation with companies in both the manufacturing and service industries. He also brings to the Board community-relations experience and experience in investments, mergers, and acquisitions.

Greg M. Graves

Mr. Graves previously served as Chairman and Chief Executive Officer of Burns & McDonnell, a consulting engineering company headquartered in Kansas City, Missouri, with offices and operations throughout the United States, until his retirement in December 2016. Prior to being named Chairman, he served as the President and Chief Executive Officer from October 2003 until December 2008; from January 2003 through October 2003, he served as the President and Chief Operating Officer. He served as General Manager of that company’s Energy Division from

November 1997 through June 2001 and as President of its Energy Group from July 2001 through December 2002. Mr. Graves’s experience as chief executive officer of a large engineering company, with multiple offices and projects located throughout the United States and abroad, gives him leadership skills and growth management skills. He also has human-resources experience gained through his management of a large number of professionals and managers.

Alexander C. Kemper

Mr. Kemper, a brother of J. Mariner Kemper, is the Chairman of the Collectors Fund, a private-equity fund focused on alternative asset classes. He is also the founder, Chairman and Chief Executive Officer of C2FO, a leading provider of payment-optimization technology and cash-flow solutions for corporations. Prior to founding the Collectors Fund and C2FO, Mr. Kemper founded and served as the Chairman and Chief Executive Officer from March 2000 tomid-2006 of Perfect Commerce, Inc. (formerly eScout LLC), a provider of supplier relationship-management technology. Mr. Kemper is a board member of AXA Art USA (Parent NYSE: AXA) and Sipvine. Prior to March 2000, he served as the President of UMB from 1995, as the Chief Executive Officer of UMB from July 1999, as the Chief Executive Officer of the Bank from January 1996, and as the Chairman and Chief Executive Officer of the Bank from January 1997. Mr. Kemper also serves as a director, the chairman of the compensation committee, and a member of the audit committee and the governance committee for NIC Inc. (NASDAQ: EGOV). In 2008, Mr. Kemper became a director of the BATS Exchange and servesserved on its executive committee, regulatory oversight committee, and compensation committee, and sincecommittee. Since 2016, has beenMr. Kemper also served as the chairman of itsthe BATS compensation committee. After BATS was acquired by the Chicago Board Operations Exchange, he continued to serve in the foregoing capacities until his retirement from the board in December 2018. In addition, in October of 2018, Mr. Kemper became a director of Dwolla, Inc., ane-commerce company that provides payment system services. Because of Mr. Kemper’s prior experience as the Chief Executive Officer of UMB and as chief executive officer and founder of multiplestart-up companies, he brings entrepreneurial experience in managing growth, marketing skills, operations and investment experience, and information-technology skills and experience to the Board.

J. Mariner Kemper

Mr. Kemper, a brother of Alexander C. Kemper, has served as the Chairman and Chief Executive Officer of UMB since May 2004 and as the President of UMB since November 2015. He was the Chairman and Chief Executive Officer of the Bank between December 2012 and January 2014, the Chairman of UMB Bank Colorado, n.a. (a prior subsidiary of UMB) between 2000 and 2012, and the President of UMB Bank Colorado, n.a. from 1997 to 2000. As the Chairman and Chief Executive Officer of UMB for the past 1214 years, Mr. Kemper brings to the Board skills in leadership, consensus building, and the implementation of UMB’s key strategies. He has detailed knowledge of UMB’s key business and operational strategies and branding and possesses operations experience and knowledge of every aspect of UMB’s business. He also has specialized knowledge of the investments, banking, and financial-services industries as well as extensive community-relations experience, with involvement in civic and business organizations in Kansas City and Colorado.

Gordon E. Lansford III

Mr. Lansford has served as President and Chief Executive Officer of JE Dunn Construction Company, a national commercial contractor headquartered in Kansas City, Missouri.Missouri, since January 2014. Prior to being named as President and CEO, he served as Chief Financial Officer from 1998 to December 2013, and before then, he served as the Director of Internal Audit. Prior to his employment with JE Dunn, Mr. Lansford was employed by KPMG, LLP as a Certified Public Accountant. Mr. Lansford was previously a member of the board of directors for the Bank until January 2016, when that board’s membership was consolidated with that of the Company’s. Mr. Lansford has relevant experience overseeing operations, finance, legal, risk management, investments, human resources and information technology.

Timothy R. Murphy

Mr. Murphy ishas been the CEOExecutive Chairman of Murphy-Hoffman Company (“MHC”), a position he has held since 1989.January 2017, holding responsibilities associated with company oversight and strategic growth initiatives. Prior to this time, and beginning in 1989, Mr. Murphy served as the Chief Executive Officer. MHC is the largest privately owneda large, privately-owned heavy and medium-dutymedium duty truck dealer in North America. In addition, Mr. Murphy has served on numerous supplier councils to the trucking industry, including two terms as Chairman of the North American Kenworth Dealer Council. Mr. Murphy brings significant organizational, business expertise, including specialized knowledge of UMB, having served as a board member for the Bank from 1999 through January 2016.

Tamara M. Peterman

Tamara (Tammy) M. Peterman, MS, RN, FAAN, was appointed as Executive Vice President, Chief Operating Officer and Chief Nursing Officer of the University of Kansas Health System in July 2007. In July 2018, Ms. Peterman assumed the additional role of President, Kansas City Division. In her roles with the University of Kansas Health System, Ms. Peterman oversees the operations of all health system locations within the Kansas City metropolitan area, assuring key operational goals related to quality, service, people, growth and financial stability are achieved. In collaboration with others on the senior executive team, Ms. Peterman also provides strategic operational oversight and specific strategic guidance for nursing services andday-to-day operations across all locations of the health system. Ms. Peterman has relevant experience overseeing operations, financial performance, regulatory, and risk management. She also provides specialized industry knowledge related to healthcare.

Kris A. Robbins

Mr. Robbins was previously employed by Security Benefit Corporation (“SecurityBenefit”) and its companies from 1997 until his retirement in February 2010, serving as its Chief Executive Officer for over 10 years, and as Chairman and CEO for 6 years. During his tenure, Security Benefit managed over $40 billion in assets and provided annuities, mutual funds, exchange-traded funds, retirement plans, and business-processing services throughout the United States. Following his retirement from Security Benefit, Mr. Robbinsco-founded and is currently the Chief Executive Officer of Clearleaf Finance, a short duration, specialty asset investor involved in liens, asset-based finance and factoring, Clearleaf Finance, and President of its servicing arm, Purestone Loan Services. He also provides private-equity, angel-investment, and advisory services through KARobbins LLC. Mr. Robbins once served on the board and chaired the audit committee of Compliance Assurance Corporation (PA) until its sale in November 2012 to Stone River Risk and Compliance. Mr. Robbins also served on the board and audit committee of Key Health from April 2011 through 2015. Mr. Robbins brings to the Board financial literacy skills, developed in over 30 years of professional experience and education in accounting and financial management. In addition, he has significant experience and knowledge relating to operations, investments, risk and capital management, gained from his leadership of large, highly regulated financial-services business that had significant growth and changes in products (including public company experience). Mr. Robbins provides specialized industry knowledge in key areas of investments, risk management, and insurance as well.

L. Joshua Sosland

Mr. Sosland has served as the President of Sosland Publishing Co., Kansas City, Missouri, since July 2015 and Vice President of Sosland Companies, Inc., Kansas City, Missouri, since 1993. Established in 1922, the Sosland Companies are primarily engaged in trade publications for the baking, flour-milling, and food-processing industries. Mr. Sosland has also served as editor ofMilling &BakingNews since 2000 and editor ofFoodBusinessNewssince 2004. Mr. Sosland contributes significant investment experience and expertise, as well as board and governance expertise, with almost 20 years of service on our Board and several years of service on the trust policy committee of the Bank. The economic analytical skills developed from his formal education, (A.B. Economics from Harvard College), as well as his publishing experience covering and analyzing the food-processing industry, enable him to provide valuable analyses of investment and acquisition activities. Through his many years of service on and prior leadership of the Board’s compensation committee, Mr. Sosland also has detailed knowledge of the development and implementation of UMB’s executive incentive-compensation plans.

Dylan E. Taylor

Mr. Taylor has served as the President of Colliers, a global real estate services firm, since June 2015. Prior to being named President, Mr. Taylor served as Global Chief Operating Officer beginning in July 2014, and from July 2009 until July 2014, he served with Colliers as Chief Executive Officer of the Americas. In his current role, Mr. Taylor oversees the company’s operations in over 65 countries, constituting 16,000 employees in 504 offices. From October 2005 until July 2009, Mr. Taylor was the President, Global Client Services for Grubb & Ellis, where he oversaw over 12 separate business units in six countries. In addition, since September 2010, Mr. Taylor has served as a director for the Jackson Series Variable Trust, a mutual fund subject to the Investment Company Act of 1940. Mr. Taylor brings valuable expertise in the areas of real estate markets and trends, national and international management, mergers and acquisitions, and operational integration and efficiencies.

Paul Uhlmann III

Mr. Uhlmann has served as the President and Chief Executive Officer of The Uhlmann Company, a Kansas City, Missouri, a grocery-products company, since 1997. He received his MBA from the University of Chicago Booth School of Business in 1975. He brings to the Board operations experience and business-analytical skills, both from his formal education (MBA, University of Chicago 1975) and through his management of a privately held food manufacturing and distribution company. He has extensive governance and board experience and contributes valuable community-relations skills gained from his leadership of community social and philanthropic organizations.organizations and has served on the Board since 2000.

Leroy J. Williams, Jr.

Mr. Williams has served asis the founder and Chief Executive Officer of CyberTekIQ, LLC, a consulting firm which partners with clients to maximize business performance through smart technology investments and the deployment of information security best practices, a position he has held since October 2016. Mr. WilliamsHe previously served as the Vice President ofGlobal Chief Information Technology and ServicesOfficer of Ball Corporation (NYSE: BLL) from May 2005 until July 2016. HeMr. Williams brings to the Board over 25 years of experience in managing technology innovation that is designed to maximize business returns across multiple industries, including in the manufacturing, public-sector, telecommunications, and financial-services industries. Mr. Williams also brings to the Board valuable expertise in the areas of cybersecurity and enterprise risk management and experience in managing large, complex transformational efforts on a global scale.

The Board recommends that shareholders voteFOR the election of each of the 1213 nominees to our Board.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

UMB’s executive compensation program is designed to attract, retain, motivate and reward leaders that promote the long-term success of the Company. Our Compensation Committee is responsible for oversight of the compensation program for all Executive Officers. This Compensation Discussion and Analysis describes the material elements of our compensation program for our “Named Executive Officers”or“NEOs” which includes our Chief Executive Officer (“CEO”), the two individuals that served as our Chief Financial Officer (“CFO”) during 2016,, and our three other most highly-compensatedhighly compensated Executive Officers as of December 31, 2016 (collectively, such Executive Officers included in the Compensation Discussion and analysis are referred to as the “NamedExecutiveOfficers” or “NEOs”).2019.

This Compensation Discussion and Analysis also describes relevant actions involving the compensation of the NEOs since the end of 20162019 until the date of this proxy statement.

Executive Summary

The Compensation Committee oversees our compensation program for our executive officers, including our NEOs. The program is designed to emphasize performance-based compensation based on both on an individual basis, and Company results.

20162019 Business ResultsHighlights

20162019 was a good year of significant progress for UMB as we recognized record setting revenuecontinued to produce solid results, which include strong loan and netdeposit growth and continued fee income and renewed our commitment to efficiency and financial discipline.momentum. Highlights for 20162019 include:

Objectives of Our Compensation Program

TheOur Compensation Committee considershas established the following goals and objectives whenfor structuring our executive compensation program and in making individual compensation decisions:

Compensation Best Practices

Components of Executive Compensation

During 2016,2019, our compensation program consisted of fivefour fundamental components: (1) base salary, (2) short-term incentive compensation, (3) long-term incentive compensation, (4) cash bonuses when deemed reasonably necessary, and (5)(4) other benefits and perquisites, as follows.

Compensation Component		Component Elements		Purpose
Cash Bonuses		•    One-time cash payments		•    To retain key leaders critical to business continuity and succession planning •    To recognize exceptional performance
Other Benefits and   Perquisites		•  Tax preparation assistance •  Relocation allowances •  Auto allowance •  Country club memberships		•  To provide competitive compensation for executive talent

The actual mix of these components varies for each NEO dependingand is dependent on the Compensation Committee’s evaluation of the NEO’sindividual performance, strategic value, leadership, responsibilities, the percentage of compensation that should be at riskcompetency, experience, and the reasonable potential compensation in light of that risk.expected future contributions. The Compensation Committee, however, believes that the majority of the NEOseach NEO’s compensation should be contingent on performance or paid out over time (“at risk.risk”). The following charts illustrate the allocation of direct target compensation for 20162019 for our CEO and the average allocation of direct target compensation for 20162019 for all of our other NEOs, other than Mr. Shankar.NEOs.

The Role of the Compensation Committee

Each year our Compensation Committee reviews and approves the Executive Compensation Principles of the Company. The Compensation Committee has exclusive authority to determine the compensation of the Company’s Executive Officers and to determine the equity-based compensation of all directors and associates of UMB orand its subsidiaries. The Compensation Committee may not delegate this authority to any officer or other associate of UMB or its subsidiaries but has authorized the Chair of the Compensation Committee (as well as any other member of the Compensation Committee designated by the Chair) to approve, on behalf of the entire Compensation Committee, compensation that falls within its exclusive jurisdiction and that is being offered to prospective new hires orat-risk associates. certain associates deemed by management to be more likely to terminate employment with the Company. In determining the compensation of our NEOs, the Compensation Committee considers information provided by the compensation consultant and management, and obtained from publicly available information about the companies in our peer group.

The Role of Executive Officers in the Compensation Decisions

Mr. Kemper, as CEO of the Company, and Mr. Hagedorn,Rine, as CEO of the Bank, with the assistance of our Human Resources Department, review the performance of the other NEOs that report directly to them withand offer recommendations to the Compensation Committee and offer recommendations on the amount and mix of their compensation. No Executive Officer participates with the Compensation Committee in its review of that officer’s performance or the Compensation Committee’s determination of that officer’s compensation.

The Role of the Compensation Consultant

TheOur Compensation Committee has utilized Korn Ferry Hay Group,engaged McLagan Partners, Inc., an Aon company, (“KornFerryMcLagan”), a global management consulting firm, as its independent executivecompensation consultant. In its capacity as the compensation consultant, since 2008.    Korn Ferry provides ongoing research, analytical services, advice, and recommendations toMcLagan advised the Compensation Committee based on industry practices and peer group metrics, as further detailed below. The Compensation Committee is directly responsible for the appointment, compensation, and oversight of Korn Ferry. As in prior years, Korn Ferry supplied the Compensation Committee with advice on our Executive Compensation Principles, assessments of the structure and design of our executive compensation program, on the Company’s comparative peer group, and industry data and analyses, updates on regulatory developments,updates, and recommendations on the amount and mix of compensation for Mr. Kemper in 2016.2019 and 2020. Representatives of Korn FerryMcLagan attended, in person or by telephone, all of the meetings of the Compensation Committee’s meetings during 2016.Committee.

The Compensation Committee considered the independence factors enumerated inrelevant to McLagan’s independence from management under SEC Rule10C-1(b) and NASDAQ Listing Rule 5605(d) before selecting or receiving further advicerules and has determined that McLagan is independent from Korn Ferry. The Compensation Committee has not identified any work of Korn Ferry that raises a conflict of interest. Korn Ferry did not provide additional services to UMB or its affiliates—as opposed to the Compensation Committee—in an amount in excess of $120,000 during 2016.management.

Use of Competitive Data

In performing its duties in 2019, the Compensation Committee reliesrelied on various sources of compensation information provided by Korn Ferry. Korn FerryMcLagan. McLagan provided the Compensation Committee with comparative analyses based on (1) proxy data from theour identified peer group approved by the Compensation Committee and (2) industry data from the Korn Ferry Group General Industry Compensation Report. TheMcLagan’s proprietary surveys. Our peer group iswas selected on the basis of asset size, standard industry classification codes, mix of business, lines, annual revenue, market capitalization, employees, and other factors judged by the Compensation Committee to be relevant. The peer group approved and used by the Compensation Committee during 20162019 included 1716 companies:

In January 2017,October 2019, the Compensation Committee reviewed the above peer group listing with Korn Ferry. Korn Ferry recommendedMcLagan, including the removalcontinued inclusion of FirstMeritChemical Financial Corporation. Chemical Financial Corporation and PrivateBancorp, Inc. fromfinalized their merger with TCF Financial Corporation in August 2019 with the list due to acquisition activity. Korn Ferry also recommended replacingTCF name surviving the removed entities with two smaller peers, Bankmerger. Based on the Compensation Committee’s discussions, it was determined that the combined TCF Financial will remain as a member of Hawaii Corporation and MB Financial, Inc., improving the relative position of UMB closer to the median asset size and market capitalization of peer group. The Compensation Committee approved the recommended changes and used the revised peer group in determining 2017for purposes of 2020 compensation.

Executive Compensation for 20162019

General Considerations for 20162019

The Compensation Committee weighed a number of general considerations in setting theAnnual compensation of each NEO for 2016. In doing so, the Compensation Committee favored more holistic assessments that took account of both quantitative and qualitative factors. 2016 compensation highlights include:

Compensation decisions, including those for Executive Officers,NEOs, are primarily made in February after our Board has held its first regular meeting of the year and we have announced earnings and other financial results for the prior year. The Compensation Committee weighed a number of general considerations in setting the compensation of each NEO for 2019. In doing so, the Compensation Committee favored more holistic assessments that took account of both quantitative and qualitative factors.

Base Salary

Base salary provides the NEOs with a market-competitive baseline of cash compensation, generally in the form of fixedbi-weekly payments. The Compensation Committee established the salaries of our NEOs in 20162019 by (1) using peer-group or industry data to identify comparative medians and quartiles and (2) adjusting off the median and quartiles to reflect each NEO’s individual performance, strategic value, leadership, responsibilities, competency, and experience.

Annual base salary adjustments for the NEOs, if any, are generally made by the Compensation Committee at its meeting in February. For each NEO other than Mr. Kemper, the Compensation Committee considers the industry market data and the recommendation of the NEO’s manager when making adjustments toadjusting base salary. The Compensation Committee retains the full discretion to establish the base salary for Mr. Kemper.

In February 2016,2019, the Compensation Committee reviewed the base salaries of our NEOs, excluding Mr. Shankar who was not yet employed byCEO and all of the Company.NEOs. Based on this review and in recognition of the challenges faced by the Company in 2015, the Compensation Committee decided not to increase Mr. Kemper’s base salary, electing insteadmake no changes to increase the amountsalaries of Mr. Kemper’s long-term incentive compensation. Mr. Macke received a promotion and was given a salary increase in late 2015, so his base salary was not adjusted.Messrs. Kemper, Shankar, Rine or Cornelius due to their relative position among the peer group. At the same meeting, the Compensation Committee increased the base salariessalary of Mr. Hagedorn and Mr. Terry to improve theirhis position relative to market median base salaries to recognize superior performance, and to provide for retention. The Compensation Committee also decided not to adjust the base salaries for Mr. Iseman based on the performance of the business line that he oversees.

In July 2016, the Compensation Committee considered the base salary for Mr. Shankar, who became the CFO of the Company in August 2016. The Compensation Committee approved a base salary for Mr. Shankar of $350,000 based

on his experience and anticipated responsibilities. In October 2016, the Compensation Committee approved a $25,000off-cycle base salary increase for Mr. Terry. The purpose of the increase was to close the market gap between Mr. Terry’s base salary and the 50^th percentile of peer group base pay and to recognize the increased scope of his duties.

Base Salary 2019

Short-Term Cash Incentive Compensation

Short-Term Cash Incentive—Plan Overview

Short-term incentive compensation generally takes the form of an annual cash bonus and is used to reward superior performance primarily over the short term either through the Short-Term Incentive Compensation Plan (as adopted by the Board, the “Short-TermIncentivePlan” or “STIP”) or an individual variable award performance program (a “VAPP). Short-term incentive compensation awards are designed to motivate the NEOs to achieve, and exceed, their individual annual performance goals and support the Company’s key strategies. The Compensation Committee believes that these short-term incentive compensation awards align the NEO’s financial interest with the interest of the shareholders, and of the Company, because the awards are tied to the NEO’s performance against established goals and are funded based on the performance of the Company and/or a business line.

PerformanceObjectives

As a part of the STIP and each VAPP, NEOs are required to establish annual performance objectives. The performance standards and objectives for 2016 were reviewed and approved by the Compensation Committee at its February 2016, meeting. The primary performance objectives for each NEO are discussed below:

PaymentsundertheSTIP

Each year under the STIP, the Compensation Committee approves a percentage of base salary for each NEO that participates as a target payout for the annual payout. The targeted percentage is based on comparative peer group or industry data and the NEO’s position, strategic value, leadership, responsibilities, competency, and experience. In February of the following year, the Compensation Committee adjusts the percentage of the NEO’s base pay from the targeted percentage and the related bonus payment under the STIP based on the NEO’s individual risk-based performance during the prior year and bonus pool availability.

In February 2016,2019, the Compensation Committee approved the 20162019 annual short-term incentive compensation program (the “2016Short-Term2019 Program”) under the STIP, establishing a target short-term award pool of $8.2$7.6 million that was weighted 80% to UMB’s core afterafter-tax-tax net operating income (“CoreNOI”) ”) with a target Core NOI of $145.5$234.4 million and weighted 20% to UMB’s core return on average equity (“CoreROAE”) with a target Core ROAE percentage of 7.36%10.11%. The target amounts for Core NOI and Core ROAE were established using the Company’s projected budget for 2016. 2019.

The Compensation Committee has exclusive authority to determine the core income and returns by taking the Company’s financial results under generally accepted accounting principles and adjusting the results for gains, losses and circumstances that the Compensation Committee deemeddeems to be fair and appropriate such as (1) a gain or loss for the sale ofnon-earning assets; (2) a gain or loss on the sale or discontinuance of a business, product or service; (3) a gain or loss on branch closings; (4) expenses associated with the acquisition of a business; (5) severance costs; (6) litigation reserves; and (7) other large,non-recurring items unrelated to core results (such as unrealized gains and

losses on specified alternative investments). Once the Core NOI and Core ROAE are determined, the actual bonus pool is proportionally adjusted, either increased or decreased, based on for 2016, the following chart with interpolation of the pool amounts falling between the levels set:

In February 2017,The Compensation Committee also instituted a discretionary plan governor to the 2019 Program in which the Compensation Committee determinedwould make a reduction in the short-term award pool if, for 2019, the Company’s operating leverage fell below 0.0%, and it would make a discretionary increase to the short-term award pool if the Company’s operating leverage exceeded 1.0%.

Each year under the STIP, the Compensation Committee approves a percentage of base salary for each NEO that participates as a target for the 2016 Core NOI had been $165.8 million (114.0%annual payout. The targeted percentage is based on comparative peer group or industry data and the NEO’s position, strategic value, leadership, responsibilities, competency, and experience. In February of the target)following year, the Compensation Committee approves the percentage of the NEO’s base pay from the targeted percentage and the Core ROAE had been 8.36% (113.6%related bonus payment under the STIP based on the NEO’s individual performance during the prior year and bonus-pool availability. The maximum STIP payment to any NEO in any year is 200% of the target). Taken together and weighted, thetarget amount.

Corporate Financial Performance

UMB’s 2019 results calculated to actual bonus pool of $10.4 million under the 2016 Short-Term Program. The Compensation Committee, recognizing that the Company still underperformed when compared to the profitability metrics (Core ROA, Core ROE,2019 STIP are set forth in the table below:

Despite the overall performance, the Compensation Committee considered that unexpected reductions in interest rates negatively impacted the Company’s operating leverage and efficiency ratio)decided to make a limited discretionary adjustment of its peer group, exercised its discretion under the 2016 Short-Term Program to reduce the 2016 actual bonus pool to 128% of target or $9.1 million which was comparable-0.5% to the Company’s actual performance againstbonus pools for 2019. The table below reflects the 2016 budget.negative adjustment to the short-term award for 2019.