NOTICEOFTHE
20212023 VIRTUAL ANNUAL MEETING
OF SHAREHOLDERS
AND PROXY STATEMENT
April 27, 2021,25, 2023, at
9:00 a.m. CDT
UMB Financial Corporation
1010 Grand Boulevard
Kansas City, Missouri 64106
NOTICE OF THE 20212023 VIRTUAL ANNUAL MEETING OF
SHAREHOLDERS OF UMB FINANCIAL CORPORATION
Date and Time: | Tuesday, April | |
Place: | Virtual Meeting | |
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Items of Business: | The following matters will be presented to our shareholders: | |
1. the election of 12 directors for terms ending at the | ||
2. an advisory vote (non-binding) on the compensation paid to our | ||
3. an advisory vote (non-binding) on the frequency of future advisory votes on the compensation paid to our Named Executive Officers; | ||
4. the ratification of the Corporate Audit Committee’s engagement of KPMG LLP as our independent registered public accounting firm for | ||
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Record Date: | You may vote at the meeting or any adjournment or postponement of the meeting only if you were a shareholder of record at the close of business on | |
Voting: | It is important that your shares be represented at the meeting, regardless of how many you own, and we strongly encourage you to vote by proxy even if you are planning to attend virtually. Please submit your proxy through the internet or by telephone, or please complete, sign, date, and return your proxy card in the provided envelope. You may revoke your proxy and vote your shares at the virtual meeting according to the procedures described in the attached | |
The date of this notice is March 16, 2021.14, 2023. The attached proxy statementProxy Statement and the related form of proxy are first being sent, given, or made available to shareholders on or about March 16, 2021.14, 2023.
| By Order of the Board of Directors, |
John C. Pauls Secretary |
Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting To Be Held on April 27, 2021:25, 2023:
The Proxy Statement and the Annual Report on Form 10-K are available
at www.edocumentview.com/umbf
| GENERAL INFORMATION | 1 | |||
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING, THESE PROXY MATERIALS, AND VOTING YOUR SHARES | 2 | |||
| STOCK OWNERSHIP | 8 | |||
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Attendance at Board Meetings, Committee Meetings, and Annual Meetings of Shareholders | 18 | |||
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| PROPOSAL #1—ELECTION OF DIRECTORS | ||||
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The Role of Executive Officers in the Compensation Decisions | 35 | |||
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Say-On-Pay Advisory Vote | ||||
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| COMPENSATION COMMITTEE REPORT | ||||
| COMPENSATION POLICIES AND PRACTICES RELATING TO RISK MANAGEMENT | ||||
| COMPENSATION TABLES | ||||
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| PROPOSAL #2—ADVISORY VOTE (NON-BINDING) ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”) | ||||
| PROPOSAL #3—ADVISORY VOTE (NON-BINDING) ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS | 62 | |||
| PROPOSAL #4—RATIFICATION OF THE CORPORATE AUDIT COMMITTEE’S ENGAGEMENT OF KPMG LLP AS UMB’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR | ||||
| INFORMATION ABOUT THE DELIVERY OF PROXY MATERIALS | ||||
UMB FINANCIAL CORPORATION
1010 Grand Boulevard
Kansas City, Missouri 64106
PROXY STATEMENT
This proxy statementProxy 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 16, 2021,14, 2023, to the shareholders of record of our common stock, par value of one dollar ($1.00) per share (“UMB stock”), at the close of business on March 1, 2021February 27, 2023 (the “record date”), in connection with our 20212023 virtual annual meeting of shareholders and any adjournment or postponement of the meeting (the “Annual Meeting”).
The Annual Meeting will be held at 9:00 a.m. CDT on April 27, 2021,25, 2023, for the purposes described in this proxy statement.Proxy Statement. The Annual Meeting is held in a virtual format only; shareholders will not be able to attend the meeting in person.
The following matters will be presented to our shareholders:
| 1. | the election of 12 directors for terms ending at the |
| 2. | an advisory vote (non-binding) on the compensation paid to our |
| 3. | an advisory vote (non-binding) on the frequency of future advisory votes on the compensation paid to our Named Executive Officers; |
| 4. | the ratification of the Corporate Audit Committee’s engagement of KPMG LLP as our independent registered public accounting firm for |
any other business that may be properly considered at the meeting or any adjournment or postponement of the meeting. |
Afterward, we will present a report on our business and operations.
Attendance at the Annual Meeting will be limited to shareholders of record or their proxies, beneficial owners, and our guests.
Proxies are being solicited to afford all shareholders of record an opportunity to vote on matters 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 the Annual Meeting.
THE ANNUAL MEETING, THESE PROXY MATERIALS, AND VOTING YOUR SHARES
Why did I receive these proxy materials?
You received our proxy statementProxy Statement and Annual Report on Form 10-K (collectively, “Annual Report”), or notice of internet availability of the foregoing, as applicable, because UMB’s Board of Directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting. This proxy statementProxy 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.
Why are you holding a virtual meeting instead of a physical meeting?
DueWe are pleased to be able to host the continuation of the COVID-19 pandemic, and out of concern for the health and well-being of our partners, shareholders and associates, we believe the choice to have our 20212023 Annual Meeting of the Shareholders virtually is a prudent one. Despite the circumstances, we are pleased to utilizeusing the latest technology and be able to provide expanded access, improved communication and cost savings for the shareholders of the Company.Company and our shareholders. Hosting a virtual meeting will enable more of our shareholders to attend and participate in the meeting as they may participate from any location around the world with Internet access.
What if I have trouble accessing the Annual Meeting virtually?
The virtual meeting platform is supported across multiple browsers (Internet Explorer,(MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. For clarity, Internet Explorer is not a supported browser. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. A link on the meeting page will provideFor further assistance should you need it, please call 1-888-724-2416or you may call 1-888-724-2416.International +1 781-575-2748.
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, 48,228,65748,504,240 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?
“Shareholders of record” or “record holders” have shares of UMB stock registered in their names, either in book entry or certificate form, with our transfer agent, Computershare Trust Company. “Beneficial owners,” 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.
How can I attend the Annual Meeting with the ability to ask a question or vote?
The Annual Meeting will be a completely virtual meeting which will be conducted exclusively by webcast. No physical meeting will be held. Shareholders of record and beneficial owners may participate in the meeting, including by asking questions or voting; however, the process for each is different, as described below. For clarity, guests may attend but will not be able to ask questions or otherwise participate in the Annual Meeting.
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Attendance for Shareholders of Record
As a shareholder of record, you will be able to attend the Annual Meeting online, ask questions and vote by visiting www.meetingcenter.io/297342605www.meetnow.global/MM4FFZV and following the instructions on your notice of the Annual Meeting (“Notice”), proxy card, or on the instructions that accompanied your proxy materials. The password for the meeting, if requested, is UMBF2021.
Attendance for Beneficial Owners
If you are a beneficial owner and want to attend the Annual Meeting online by webcast (with the ability to ask a question or vote, if you choose to do so) there are two options:
| 1) | Option #1: Register in advance of the Annual Meeting |
Submit proof of your proxy power (“Legal Proxy”) from your broker or bank reflecting your UMB holdings, along with your name and email address, to Computershare.
Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 21, 2021.19, 2023. You will receive a confirmation of your registration by email after we receive your registration materials.
Requests for registration should be directed to us at the following:
By email: | Forward the email from your broker granting you a Legal Proxy, or attach an image of your Legal Proxy, to legalproxy@computershare.com | |
By | Computershare UMB Financial Corporation Legal Proxy P.O. Box 43001 Providence, RI 02940-3001 | |
After you have properly registered, you will receive a confirmation email from Computershare, along with your control number. You may use this control number to log into the meeting website and vote your shares or ask questions.
Due to the possibility of delays in mail delivery, you are encouraged to submit mail requests for registration sufficiently in advance of the deadline.
| 2) Option |
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For the 20212023 proxy season, we will use an industry solution to allow beneficial owners desiring to ask questionsregister online at the Annual Meeting but not vote are expected to attend, ask questions and vote. We expect that the vast majority of beneficial owners will be able to do so by registering online at the Annual Meetingfully participate using the control number received with their voting instruction form. Please note, however, that this option is intended to be provided as a
convenience to beneficial owners only and there is no guarantee that this option will be available for every type of beneficial owner control number. The inability to provide the option to any or all beneficial owners shall in no way impact the validity of the Annual Meeting. Beneficial owners mayshould choose the “Register in Advance” option / Option #1, above, if they prefer to use the traditional, paper-based option or if they wish to ensure full participation.
Regardless of your choice, all beneficial owners are encouraged to visit www.meetingcenter.io/297342605www.meetnow.global/MM4FFZV in advance of the meeting for more information on the available options and registration instructions. The online meeting will begin promptly at 9:00 a.m., CDT. We encourage you to access the meeting prior to the start time, leaving ample time for the check in. Please follow the registration instructions as outlined in this Proxy Statement.
Do I need to register to attend the Annual Meeting virtually?
Registration is only required if you are a beneficial owner and intend to ask questions and/or vote your shares at the Annual Meeting.
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What are my voting rights?
You may vote “FOR,” “AGAINST,” or “WITHHOLDABSTAIN” on the nominees under Proposal #1.Proposals #1, #2, and #4. You may vote “FORONE,” “AGAINSTTWO,” “THREE,” or “ABSTAIN” on Proposals #2 and #3.Proposal # 3.
Cumulative voting will apply in connection with Proposal #1—election of directors. See “What vote is required for each proposal?” 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“What vote is required for each proposal?” later in this section.
How does the Board recommend that I vote?
The Board recommends that you vote as follows:
• Proposal #1: | “FOR”the election of each of the 12 nominees to our Board; | |
• Proposal #2: | “FOR” the approval, on an advisory basis, of the compensation paid to our | |
• Proposal #3: | “FOR” the approval, on an advisory basis, of the frequency of future advisory votes on the compensation paid to our Named Executive Officers to occur at ONE year intervals; and | |
• Proposal | “FOR” the ratification of the Corporate Audit Committee’s engagement of KPMG LLP as our independent registered public accounting firm for | |
What vote is required for each proposal?
• Proposal #1: |
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Voting “ | ||
• Proposal #2: | Majority voting will apply—that is, the approval, on an advisory basis, of the compensation paid to our | |
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 | ||
• Proposal | The shareholders will be deemed to have recommended, on an advisory basis, that the frequency of non-binding, advisory votes on the compensation paid to our Named Executive Officers be held every “ONE,” “TWO,” or “THREE” years, based on the option receiving the highest number of votes cast. | |
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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 and any such failure to vote will have no effect on the outcome. | ||
• 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 | |
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. | ||
How do I vote my shares?
We strongly encourage all shareholders to submit their votes in advance of the Annual Meeting.
• Record Holders: | You may vote your shares (1) through the internet, (2) by telephone, (3) by completing, signing, dating, and returning your proxy card in the provided envelope, or (4) virtually during the Annual Meeting, utilizing the methodology previously described in the General Information and preceding Question and Answer sections of this | |
• Beneficial Owners: | You may not vote your shares directly but instead may instruct your broker, bank, or other nominee how to vote your shares. You should receive materials from your broker, bank, or other nominee with directions on how to provide voting instructions. Those materials also will identify the time by which your broker, bank, or other nominee must receive your voting instructions. The availability of internet or telephone voting will depend on the processes adopted by your broker, bank, or other nominee. If you want to vote your shares virtually at the Annual Meeting, you must first register | |
• UMB Plans: | Holders of shares through the UMB Profit-Sharing and 401(k) Savings Plan (the “Profit-Sharing Plan”) or the UMB Employee Stock Ownership Plan (the “ESOP”) may not vote your shares directly but instead may instruct the trustee for the Profit-Sharing Plan or the ESOP how to vote your shares. Each holder who is a current employee of UMB and who has a valid UMB e-mail address will receive an e-mail from our transfer agent, Computershare Trust Company, describing how to access our proxy materials and how to provide voting instructions to the trustee. Each holder who is not a current employee of UMB or who does not have a valid e-mail address on file will receive our proxy materials in the mail and will be able to provide voting instructions to the trustee by internet, telephone or mail. In all cases, however, voting instructions must be received by the trustee by 1:00 p.m. CDT on April | ||
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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 “How does the Board recommend that I vote?” 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 #3—#4—ratification of the Corporate Audit Committee’s engagement of KPMG LLP as our independent registered public accounting firm for 2021.2023. Your broker, bank, or other nominee, however, does not have discretionary authority to vote your shares on Proposals #1, #2 or #2.#3.
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 or the ESOP 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 or ESOP are voted.
In the event of a contested election, what happens if I vote (or grant authority to vote) for more, or fewer, director nominees than there are open director seats?
Shares may not be voted for a greater number of persons than the number of nominees set forth in Proposal #1. If you holdvote (or grant authority to vote) for fewer director nominees than there are open seats, then your votes will be considered “cast” for the director nominees for whom you voted, and with respect to the remaining director nominees, your shares throughwill be voted as previously set forth in the ESOPsections addressing how shares will be voted when no instructions have been received.
What happens to votes for shareholder nominees if a shareholder intends to solicit proxies under Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and dothen fails to comply with the applicable requirements?
The Company shall disregard any votes and proxies granted in favor of shareholder nominees, if any, if the shareholder either fails to comply with the applicable portions of the Company’s Bylaws, Rule 14a-19, or otherwise abandons its solicitation. The Company did not provide voting instructions,receive notice from any shareholder prior to the trustee can exercise discretion in voting your shares.deadline for submitting notice of an intention to nominate any additional persons for election as directors at the Annual Meeting.
Can other matters be decided at the Annual Meeting?
When this proxy statementProxy 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.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:
by executing and delivering a later-dated proxy for the same shares in compliance with the requirements described in this proxy statement;Proxy Statement;
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by voting the same shares again over the internet or telephone;
by submitting a virtual ballot at the Annual Meeting; or
by notifying the Secretary of your revocation of the proxy prior to the Annual Meeting.
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 prior to the Annual Meeting will, as previously noted, need to register in advance with Computershare in order to do so. Due to the limitations of a virtual meeting and the nature of a beneficial ownership, you willmay not be able to revoke or change your proxy during the Annual Meeting without registering in advance with Computershare, as outlined in Option #1 on page 3 of this proxy statement.Proxy Statement.
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 on behalf of the Company and its nominees, 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 a fee of $10,000$11,000 plus disbursements.
In addition to our solicitation of proxies by mail, your proxy may be solicited by telephone, facsimile, internet, or e-mail or in person by directors, officers, or regular employees of UMB or its affiliates who will receive no additional compensation for doing so.
The following persons owned of record or beneficially owned (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) more than 5% of UMB stock at the close of business on March 1, 2021:February 27, 2023:
Name and Address Of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | ||||||||||||||
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of | ||||||||||||||
J. Mariner Kemper | 4,633,126 | (1) | 9.61 | % | 4,401,815 | (1) | 9.08 | % | ||||||||
1010 Grand Boulevard | ||||||||||||||||
Kansas City, Missouri 64106 | ||||||||||||||||
Blackrock, Inc. | 5,051,749 | (2) | 10.47 | % | 5,588,925 | (2) | 11.52 | % | ||||||||
55 East 52nd Street | ||||||||||||||||
New York, New York 10055 | ||||||||||||||||
The Vanguard Group | 4,280,058 | (3) | 8.87 | % | 4,459,978 | (3) | 9.20 | % | ||||||||
100 Vanguard Boulevard | ||||||||||||||||
Malvern, Pennsylvania 19355 | ||||||||||||||||
State Street Corporation | 3,631,606 | (4) | 7.49 | % | ||||||||||||
State Street Financial Center | ||||||||||||||||
One Lincoln Street | ||||||||||||||||
Boston, MA 02111 | ||||||||||||||||
| (1) | The total stock ownership reported for J. Mariner Kemper is comprised of the following: |
| (a) |
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| (b) |
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| (c) |
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Options for |
290,397 shares are owned by Kemper Realty Company, and 395,989 shares are owned by Pioneer Service Corporation. Each of the foregoing are entities through which voting and investment decisions may be controlled, directly or indirectly, by Mr. Kemper. |
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| (i) |
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| (ii) |
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| (iii) |
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| (iv) |
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| (v) | 58,566 shares are owned by the R. Crosby Kemper Irrevocable Dynasty Trust, but sole voting and dispositive authority is held by the majority of Mr. Kemper, R. Crosby Kemper III, Sheila Kemper Dietrich, Alexander C. Kemper, Heather |
| (vi) |
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| (vii) | 12,558 shares are owned by the Mary S. Hunt Trust. Mr. Kemper and UMB Bank, n.a. are co-trustees, but Mr. Kemper has sole voting and dispositive authority over the shares. |
| (vii) |
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1,000 shares are owned by Mr. Kemper’s son, and 1,000 shares are owned by Mr. Kemper’s daughter, and are managed in custodial accounts in their names. Mr. Kemper is the custodian of these accounts and retains voting and dispositional power over these shares. |
| (2) | This is according to information provided to UMB in a Schedule 13G/A filed by Blackrock, Inc. with the SEC on January |
| (3) | This is according to information provided to UMB in a Schedule 13G/A filed by The Vanguard Group with the SEC on February |
| (4) | This is according to information provided to UMB in a Schedule 13G filed by State Street Corporation with the SEC on February 7, 2023. According to the Schedule 13G, State Street Corporation has shared voting power over 3,520,114 shares of UMB stock and shared dispositive power over 3,631,606 shares of UMB stock. The aggregate number of shares of UMB stock beneficially owned was reported at 3,631,606. |
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 Rule 13d-3 of the Exchange Act) at the close of business on March 1, 2021,February 27, 2023, by a director, a nominee, or a Named Executive Officer (as defined in “Compensation Discussion and Analysis—Overview” later in this proxy statement)Proxy Statement). It also includes the number of shares that were beneficially owned at the close of business on March 1, 2021,February 27, 2023, by all directors and Executive Officers (as defined in “Delinquent Section 16(a) Reports” later in this section) as a group. The individuals designated as our Executive Officers are also our executive officers as defined in Rule 3b-7 of the Exchange Act.
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership (1) | Percent of Class | Amount and Nature of Beneficial Ownership (1) | Percent of Class | ||||||||||||
Robin C. Beery | 4,540 | * | 5,889 | * | ||||||||||||
James Cornelius | 4,808 | * | ||||||||||||||
Janine A. Davidson | 723 | * | 2,072 | * | ||||||||||||
Kevin C. Gallagher | 18,613 | * | 20,557 | * | ||||||||||||
Greg M. Graves | 27,907 | * | 32,126 | * | ||||||||||||
Shannon A. Johnson | 21,546 | * | ||||||||||||||
Alexander C. Kemper (2) | 223,483 | * | 194,005 | * | ||||||||||||
J. Mariner Kemper | 4,633,126 | 9.61 | % | 4,401,815 | 9.08 | % | ||||||||||
Gordon E. Lansford III | 2,996 | * | 4,459 | * | ||||||||||||
Timothy R. Murphy | 15,157 | * | 20,006 | * | ||||||||||||
Nikki F. Newton | 2,792 | * | ||||||||||||||
Tamara M. Peterman | 2,146 | * | 4,973 | * | ||||||||||||
James D. Rine | 29,402 | * | 34,961 | * | ||||||||||||
Kris A. Robbins (3) | 8,482 | * | ||||||||||||||
Kris A. Robbins | 9,831 | * | ||||||||||||||
Ram Shankar | 8,870 | * | 13,725 | * | ||||||||||||
L. Joshua Sosland | 10,450 | * | 11,799 | * | ||||||||||||
Shannon A. Johnson | 17,590 | * | ||||||||||||||
Paul Uhlmann III (4) | 16,835 | * | ||||||||||||||
Leroy J. Williams, Jr. | 3,752 | * | 5,326 | * | ||||||||||||
All Directors and Executive Officers as a Group (5) | 4,901,534 | 10.16 | % | |||||||||||||
All Directors and Executive Officers as a Group (3) | 4,682,421 | 9.65 | % | |||||||||||||
| * | Less than 1% of the outstanding shares. |
| (1) | These numbers include (a) shares owned directly by the individuals or members of their immediate families who share the same household, (b) shares owned in trust, (c) shares otherwise held through indirect forms of ownership and over which the individuals exercise sole or shared voting or investment power, |
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27,964 shares and Shannon A. Johnson— |
| (2) | The total stock ownership reported for Alexander C. Kemper is comprised of the following: (a) |
| (3) |
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Shares held in foundations, trusts, or companies over which more than one director or Executive Officer share voting or investment power have been included only one time in this total. |
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires each officer (as defined in Section 16(a) and Rule 16a-1 of the Exchange Act, an “Executive Officer”), each director on our Board, and any person who beneficially owns more than 10% of UMB stock (collectively, the “reporting persons”) to file with the SEC reports of ownership and changes in ownership of UMB stock. Based solely on a review of the Section 16(a) reports filed with the 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 20202022 timely filed the reports required by Section 16(a) of the Exchange Act during 2020, except the following individuals filed Form 4 reports that were one (1) day late on February 14, 2020 reflecting the grant2022, except: (a) each of shares,Greg Graves and the withholding of shares for the payment of taxes when restricted stock vested, both on February 11, 2020: (a) Brian Beaird, for 732 shares and 46 shares, respectively; (b) James Cornelius, for 1,409 shares and 59 shares, respectively; (c) Shannon Johnson for 1,283 and 46 shares, respectively; (d) J. Mariner Kemper for 11,718 and 891 shares, respectively; (e) Kevin Macke for 1,063 and 34 shares, respectively; (f) Nikki Newton for the grant of 1,098 shares; (g) David Odgers for 360 and 49 shares, respectively; (h) John C. Pauls for 814 and 27 shares, respectively; (i) James D. Rine for 3,409 shares and 45 shares, respectively; (j) Ram Shankar for a grant of 1,558 shares; (k) Thomas Terry for 1,609 and 61 shares, respectively; and (l) Abigail Wendel for 834 and 57 shares, respectively.
In addition: (1) Alexander C. Kemper filed a late Form 4 on December 28, 2020 reporting the purchase of 1,000 shares of UMB stock on March 9, 2020; (2) David C. OdgersTamara Peterman filed a late Form 4 on February 6, 2020 reporting the withholding10, 2022 reflecting purchases of 26 shares of UMB stock for the payment of taxes when restricted stock vested on February 3, 2020;1, 2022 made with their quarterly cash retainer payment and (3) James D. Rine(b) Timothy Murphy filed an amendment to a late Form 4 on May 13, 2020 reflecting the withholding of 22 shares of UMB stockNovember 2, 2022 to correct a Form 4 timely filed on November 1, 2022 but which had incorrectly reported a purchase transaction as a sale transaction.
Information about our Executive Officers is included in our Annual Report on Form 10-K for the payment of taxes when restricted stock vested on May 1, 2020.fiscal year ended December 31, 2022.
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UMB is committed to robust corporate governance principles and practices that provide our Board with the appropriate framework to engage in the ongoing oversight of Company activities. Our Board believes that robust, dynamic corporate governance practices are the foundation of a well-functioning board and are vital to preserving the confidence and trust of our shareholders, customers, associates, regulators, and the general public.
Information About our Corporate Governance and Guidelines
The Board has adopted Corporate Governance Guidelines (the “Governance Guidelines”) 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. The Code of Ethics reflects our commitment to these principles. The Board did not approve any waivers to the Code of Ethics in 2020.2022. If a waiver of the Code of Ethics is approved, we will post it on our website.
We invite you to visit our “Investor Relations” section of our website at investorrelations.umb.com. You can find our Governance Guidelines, Code of Ethics, and Committee Chartersthe charters of our four standing committees in the Investor Relations section by selecting “Governance Documents” under the heading “Overview.” You may also request a copy of any of these documents free of charge by sending a written request to UMB Financial Corporation, Attention: Corporate Secretary, 1010 Grand Boulevard, Kansas City, Missouri 64106.
The Corporate Governance and Nominating Committee (“Governance Committee”) annually assesses the composition and size of our Board. 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. Our Board currently has 1312 members but Mr. Uhlmann was not renominated for election at the Annual Meeting, and as allowed by our Bylaws, the Board has set the number of directors as of the Annual Meeting at 12. All seats on the Board are up for election annually.
Of the 1312 current directors, 1110 have been determined by the Board to be independent under SEC and NASDAQ rules (each “independent” and an “independent director”). All the current directors are nominees for election at the Annual Meeting, with the exception of Mr. Uhlmann who was not renominated for election.Meeting.
The primary responsibility of the directors is to exercise their business judgment to oversee the diverse array of businesses and affairs of UMB. Specific responsibilities of the Board include:
selecting and evaluating the Chief Executive Officer, overseeing the selection and performance of senior management, and working with the Chief Executive Officer on succession planning;
reviewing, approving, and overseeing management on the business strategies of UMB, significant corporate actions, and major transactions;
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understanding, reviewing, and monitoring the implementation of strategic plans and budgets;
reviewing assessments of, and overseeing management with respect to, significant risks and issues facing UMB; and
confirming the establishment of, and monitoring compliance with, processes designed to ensure the integrity of UMB’s actions, including in connection with (1) financial statements and financial reporting, (2) relationships with customers, suppliers, and other constituencies, and (3) compliance with applicable law and the Code of Ethics.
The Board’s Leadership Structure
J. Mariner Kemper serves both as the Chairman of the Board and the Chief Executive Officer of the Company. The Board, in consultation with the Governance Committee, regularly evaluates 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 any non-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 Mr. Kemper retaining the positions of Chairman of the Board and Chief Executive Officer.
UMB maintains strong independent and effective oversight of the Board through our lead independent director (the “Lead Director”). The Lead Director is elected 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 four (4)six (6) years. He also serves as the Chair of the Governance Committee. The Lead Director’s duties include:
presiding at meetings of the Board when the Chair is not present;
convening and presiding over periodic meetings of the independent directors (at which only independent directors are present);
approvingconsulting on agendas for meetings of the Board and information to be sent to the Board;
approving schedules of meetings of the Board so as to ensure that sufficient time is afforded to discuss all agenda items;
serving as a liaison between the independent directors and the Chair;
holding periodic meetings with the Chair and Chief Executive Officer to discuss matters of importance to the independent directors, acting as the informal spokesperson for the independent directors, and helping to facilitate the Board’s oversight of management;
serving as an advocate for the interests of UMB’s shareholders;
ensuring, if requested by major shareholders of UMB, that the Lead Director is available for consultation and direct communications; and
coordinating the activities of the other independent directors and performing such other duties and responsibilities as a majority of the independent directors may specify from time to time.
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 “Risk Committee”) comprised only of independent directors that is charged with approving and periodically reviewing the risk management policies of UMB’s global operations (collectively, the “Enterprise Risk Management Policy”), 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:
the Asset and Liability Committee, which assists in the oversight of (1) the assets and liabilities of UMB and UMB Bank, n.a. (the “Bank”), (2) the liquidity, interest-rate, market, or similar risk-management practices of UMB and the Bank, and (3) the capital positions of UMB and the Bank;
the Credit Committee, which assists in the oversight of the credit, counterparty, or similar risk-management practices of UMB and the Bank; and
the Enterprise Risk Committee, which assists in the oversight of the strategic, operational, reputational, compliance, or similar risk-management practices of UMB and the Bank.
In addition, the Corporate Audit Committee (the “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. The Compensation Committee (the “Compensation Committee”) 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.
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.
The Board has determined that the following directors are independent directors:
| Robin C. Beery | Gordon E. Lansford III | Kris A. Robbins | ||||||
| Janine A. Davidson | Timothy R. Murphy | L. Joshua Sosland | ||||||
| Kevin C. Gallagher | Tamara M. Peterman | |||||||
| Greg M. Graves |
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These independent directors comprise more than three-quarters of the Board. J. Mariner Kemper and Alexander C. Kemper have been found not to be independent due to their employment by UMB and 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 each director or any related person or interest and UMB or any of its subsidiaries. In particular, the Board considered that the 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. 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 require disclosure under SEC rules. See“Transactions with Related Persons” 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
UMB has four standing committees that are comprised only of independent directors (the “Committees”): the Compensation Committee, the Corporate Audit Committee (“Audit Committee”), the Governance Committee, and the Risk Committee. The charter for each of these Committees can be found on the “Investor Relations” section of our website at investorrelations.umb.com andby then selecting “Governance Documents” under the heading “Overview.”
The Compensation Committee is currently comprised of Robin C. Beery (Chair), Janine A. Davidson, Gordon E. Lansford III, Timothy R. Murphy Paul Uhlmann III, and Leroy J. Williams, Jr. All of the members of the Compensation Committee served throughout all of 2020 other than Ms. Davidson who joined the Compensation Committee following the April 2020 meeting, subsequent to her election to the Board.2022.
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:
assisting the Board in fulfilling its responsibilities to oversee compensation programs, including long- and short-term incentive compensation plans, for the executive officersExecutive Officers of UMB;
overseeing UMB’s management in its preparation of the disclosures and other information relating to executive compensation matters that are required by applicable law to be contained in UMB’s proxy statement;
recommending to the Board the compensation of non-employee directors of UMB;
| • | recommending to the Board the compensation of non-employee directors of UMB; |
establishing and administering the principal components of compensation (including salary, bonuses, incentive programs, and retention awards) for the Chief Executive Officer, the Chief Financial Officer, and other designated executive officersExecutive Officers of UMB;
approving and overseeing the Company’s succession planning for certain key personnel;
administering or overseeing the administration of UMB’s equity-based compensation plans, including grants of equity-based compensation; and
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reviewing stock ownership guidelines for directors and Executive Officers, and recommending, from time to time, changes in the guidelines to the Board.
The Compensation Committee also (1) reviews and makes recommendations in connection with matters involving say-on-pay and say-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 “Compensation Discussion and Analysis” and “Corporate Governance—20202022 Director Compensation” later in this proxy statement.Proxy Statement.
Compensation Committee Interlocks and Insider Participation
During 2020,2022, no UMB executive officerExecutive Officer served as a member of the board of directors or the compensation committee of any entity with one or more executive officersExecutive 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 20202022 is or was formerly an officer or employee of UMB.
The Audit Committee is currently comprised of Gordon E. Lansford III (Chair), Robin C. Beery, Kevin C. Gallagher, Timothy R. Murphy and Kris A. Robbins. Each of these directors served on the Audit Committee throughout 2020.all of 2022. The Board has determined that all of the members are qualified to serve on the Audit Committee under applicable rules of the SEC or NASDAQ (including the heightened independence requirements for audit committee members) and that Mr. Lansford and Mr. Robbins are audit committee financial experts and financially sophisticated under those applicable rules.
Our 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 integrity of UMB’s financial statements and related reporting processes;
the qualifications, independence, and performance of UMB’s independent registered public accounting firm;
the performance of UMB’s internal audit function;
implementation of new accounting standards;
resolutions of internal control issues, if identified;
use of non-GAAP measures; and
| • | use of non-GAAP measures; and |
UMB’s compliance with regulatory and other legal requirements.
The Audit Committee has sole authority over the appointment and replacement of UMB’s independent registered 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 Chief
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Audit Services.Executive. 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.
The Governance Committee is currently comprised of Greg M. Graves (Chair), Janine A. Davidson, Timothy R. Murphy,Tamara M. Peterman and L. Joshua Sosland, and Paul Uhlmann III.Sosland. Each of these directors served on the Governance Committee throughout 2020, with the exceptionall of Ms. Davidson who joined the Governance Committee following the April 2020 meeting, subsequent to her election to the Board. In addition, Mr. Lansford served on the Governance Committee from the beginning of 2020 until the April 2020 meeting.2022.
Among the Governance Committee’s primary functions are the following:
making recommendations about the size, organization, and composition of the Board as well as its committee structure and make-up;
| • | making recommendations about the size, organization, and composition of the Board as well as its committee structure and make-up; |
identifying and evaluating candidates to become or remain members of the Board;
recommending director nominees for each Committee (including the Chair of each Committee);
leading the Board in its periodic reviews of its and each Committee’s performance;
assisting the Board in attracting and electing qualified and experienced independent directors;
reviewing and recommending changes to the Governance Guidelines for approval by the Board;
monitoring the effectiveness of the Board;
evaluating and making recommendations to the Board about corporate governance policies and practices;
reviewing the Company’s environmental, social and governance practices;practices and overseeing the activities of the Environmental Social and Governance Committee; and
providing consultation or assistance to the Board on other corporate governance matters that may be referred by the Board from time to time.
The Governance Committee has incorporated its policies on the nomination process for directors into the Governance Guidelines. See“Proposal #1—Election of Directors” later in this proxy statement.Proxy Statement.
The Risk Committee is comprised of Kris A. Robbins (Chair), Robin C. Beery, Kevin C. Gallagher, Tamara M. Peterman, L. Joshua Sosland, and Leroy J. Williams, Jr. All members served on the Risk Committee throughout all of 2020.2022.
Among the Risk Committee’s primary functions are the following:
approving and periodically reviewing the Enterprise Risk Management Policy, including statements of risk appetite, and adapting the Enterprise Risk Management Policy when and as appropriate to changes in UMB’s structure, risk profile, complexity, activities, or size;
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overseeing the operation of UMB’s global risk management framework commensurate with UMB’s structure, risk profile, complexity, activities, and size;
overseeing UMB’s global risk management framework including:
| ¡ | appropriate policies and procedures establishing risk management governance, risk-management procedures, and risk-control infrastructure for UMB’s global operations, |
| ¡ | appropriate processes and systems, such as strategic risk assessments and key risk indicators, for identifying and reporting risks and risk management deficiencies (including in connection with emerging risks) and for ensuring effective and timely implementation of actions to address emerging risks and risk management deficiencies for UMB’s global operations, |
| ¡ | appropriate processes and systems for establishing managerial and employee responsibility for risk management, |
| ¡ | appropriate processes and systems for ensuring the independence of the risk management function, |
| ¡ | appropriate processes and systems for integrating risk management and associated controls with management goals and UMB’s compensation structure for its global operations, |
| ¡ | appropriate processes and systems for conducting internal loan reviews according to annual or other periodically established plans, and |
| ¡ | appropriate processes and systems for otherwise implementing and monitoring compliance with UMB’s policies and procedures establishing risk management governance, risk management procedures, and risk-control infrastructure for its global operations; |
receiving and reviewing reports from the Chief Risk Officer, the officer in charge of the internal loan review function, the Asset and Liability Committee, the Credit Committee, and the Enterprise Risk Committee;
receiving and reviewing examination reports and other communications from regulatory agencies that supervise or otherwise exercise authority over UMB or any of its subsidiaries; and
overseeing the allocation of appropriate resources for UMB’s global risk management framework.
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 Risk Committee is charged with approving and periodically reviewing the risk management policies of UMB’s global operations, 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:
| • | the Asset and Liability Committee, which assists in the oversight of (1) the assets and liabilities of UMB and UMB Bank, n.a. (the “Bank”), (2) the liquidity, interest-rate, market, or similar risk-management practices of UMB and the Bank, and (3) the capital positions of UMB and the Bank; |
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the Credit Committee, which assists in the oversight of the credit, counterparty, or similar risk-management practices of UMB and the Bank; and
the Enterprise Risk Committee, which assists in the oversight of the strategic, operational, reputational, compliance, or similar risk-management practices of UMB and the Bank.
In addition, the 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. The Compensation Committee 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.
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.
Environmental Social Governance Oversight
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 pursuing our goals and objectives and meeting the ever- evolving needs of the world around us with thoughtful consideration and open minds. We closely analyze how we do business through the lens of environmental, social, and governance considerations. We recognize that oversight of environmental, social and governance issues helps to minimize risks to our shareholders, and just as importantly, it helps reinforce our core values of doing the right thing, supporting our associates and our communities, and providing the unparalleled customer experience.
The Governance Committee and the Board generally oversee our environmental, social and governance (“ESG”) goals and objectives and support implementation of the Company’s ESG priorities. As part of UMB’s commitment to corporate citizenship and ESG matters, UMB evaluates its ESG performance on a continuous basis and voluntarily publishes information relating to our ESG program and ESG matters and metrics in the Corporate Citizenship Report and ESG Report which can be found at umb.com/ESGreport; provided that we do not incorporate by reference herein any information at such website.
Execution of UMB’s ESG strategy is overseen by UMB’s ESG Committee, which is not a Board committee. The ESG Committee is chaired by our Chief Administrative Officer and is comprised of senior executive officers of UMB or its subsidiaries. The ESG Committee supports the Governance Committee and the Board in establishing strategy, policies and practices, and public disclosures related to environmental, health and safety, corporate social responsibility, corporate governance and sustainability. The ESG Committee provides regular reports to the Governance Committee on ESG activities and risks.
Attendance at Board Meetings, Committee Meetings, and Annual Meetings of Shareholders
Our Board met foursix times in 2020,2022, 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 sixfive times and acted once by unanimous written consent, the Governance Committee met threefour times, and the Risk Committee met four times.
Each director attended at least 75% of the meetings of our Board and the Committees on which he or she served as a regular member during 2020.2022.
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We strongly encourage our directors 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 were nominated to serve on the Board attended the 20202022 annual meeting of the shareholders, which was held virtually.
Communications with the Board of Directors
If 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 “Statement of Policy and Process”) 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 “related person transaction” 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 SEC rules is mandated. The term “related person” under SEC rules means, at the applicable time, (a) any director or executive officerExecutive 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 by SEC rules) of any of those directors, executive officers,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).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
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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 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, an 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, 20202022
In accordance with the Statement of Policy and Process, the Audit Committee has reviewed and approved the following transactions since January 1, 2020:2022:
| • | For more than 20 years, the Bank has leased from Pioneer Service Corporation (“Pioneer”) one or more commercial billboards in the Kansas City metropolitan area and has used these billboards exclusively for the Bank’s purposes. Approximately 93% of the stock of Pioneer is collectively owned by Alexander C. Kemper, J. Mariner Kemper, and members of their immediate families and related entities. Each of these named individuals also serves or served as an executive officer of Pioneer. In October 2021, the Audit Committee considered and approved a three-year renewal of the lease (2022-2024), with an associated annual rental payment of $126,810. UMB made payments of $126,810 to Pioneer during 2022. Lease payments for 2023 through 2024 are expected to be $126,810 per year. UMB may evaluate the arrangement to determine whether it will request extension of the lease beyond 2024. Any renewal of the lease will be approved by the Audit Committee. |
For more than 20 years, the Bank has leased from Pioneer Service Corporation (“Pioneer”) one or more commercial billboards in the Kansas City metropolitan area and has used these billboards exclusively for the Bank’s purposes. Approximately 93% of the stock of Pioneer is collectively owned by Alexander C. Kemper, J. Mariner Kemper, and members of their immediate families and related entities. Each of these named individuals also serves or served as an executive officer of Pioneer. In October 2018, the Audit Committee considered and approved a three-year renewal of the lease (2019-2021), with an associated annual rental payment of $126,810. UMB made payments of $126,810 to Pioneer during 2020. Lease payments for 2021 are expected to be $126,810. UMB intends to evaluate the arrangement to determine whether it will request extension of the lease beyond 2021. Any renewal of the lease will be approved by the Audit Committee.
| • | In April of 2022, a representative of one of UMB’s subsidiaries advised several clients (the “Clients”) to purchase undivided wellbore interests. After the purchases, it was determined that the investments were not handled according to UMB policy, and the recommendation was made to reimburse the Clients for their respective purchases, as well as the costs associated with selling the investments. One of the Clients was the Megan Kemper Trust. Megan Kemper is the wife of J. Mariner Kemper, the Company’s Chief Executive Officer and Chairman of the Board. The proceeds from the sale were assigned to UMB. In January of 2023, the Audit Committee reviewed, and approved, the reimbursement of all of the Clients including the Megan Kemper Trust, on the terms described above. The transaction approved as it relates to the Megan Kemper Trust totaled $250,000 (prior to reimbursement of the proceeds) plus expenses associated with the sale of the interest. |
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 each 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.
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In addition, the Compensation Committee has reviewed and approved the compensation for Heather K. Miller, the sister of J. Mariner Kemper and Alexander C. Kemper. Ms. Miller is an Executive Vice President of Sales, Marketing and Communications for UMB. Ms. Miller’s compensation in 20202022 totaled $458,894,$500,171, which included (1) $231,769$237,724 in salary, (based upon 27 pay periods), (2) $118,125$141,871 under the 20202022 Short-Term Program, and (3) grants under the 20202022 Long-Term Program that were valued at $109,000$118,061 on the grant date. Ms. Miller’s base salary, effective March 22, 2021,2023, will be $230,625, and in 2021 she has been awarded: (a) a target award of $80,719 under the 2021 Short-Term Program and (b) awards under the Omnibus Plan in 2021 valued at $112,500 on the date the award was determined.$239,850.
There has been no transaction since January 1, 2020,2022, 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.
Environmental, 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 through the lens of environmental, social, and governance considerations. We recognize that oversight of21
environmental, social and governance issues helps to minimize risks to our shareholders, and just as importantly, it helps reinforce our core values of doing the right thing, supporting our associates and our communities, and providing the unparalleled customer experience.
Our Associates
We know our strength stems from our associates, and building an inclusive, 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.
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The Board receives periodic reporting on, among other things, the diversity of UMB’s associates, including year-over-year statistics. These reports describe the measures taken by UMB to help ensure ongoing inclusion and diversity initiatives are appropriately monitored and supported. The reports are part of a formalized presentation and discussion between executive management and the Board, designed to provide the Board with sufficient information such that, along with any ongoing updates, the Board is able to review UMB’s inclusion and diversity efforts and practices.
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.
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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.
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20202022 DIRECTOR COMPENSATION
For their service on the Board during 2020, 2022, non-employee directors received an annual retainer of (1) $50,000$55,000 in cash and (2) fully vested UMB stock having, on the grant date, a value equal to $65,000$70,000 for our Lead Independent Director, and $60,000$65,000 for all other directors. 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 2020,2022, the Lead Director received an annual retainer of $30,000$25,000 in cash and the Chairs of each of the Committees receive an annual cash retainer in the following amounts: Audit Committee—$24,000, Risk Committee—$18,000, Compensation Committee—$17,500,18,000, and Governance Committee—$13,000. The non-Chair members of the Audit Committee, the Compensation Committee, the Governance Committee, and the Risk Committee each received additional annual cash retainers of $10,000, $5,000, $4,000$12,000, $9,000, $6,500 and $5,000,$9,000, respectively, all paid quarterly and in arrears.
The total compensation received by UMB’s non-employee directors for 20202022 is reflected in the following table:
| Name | Fees Earned or ($) (1) | Stock Awards ($) (2) | Total ($) | Fees Earned or ($) (1) | Stock Awards (2) | Total ($) | ||||||
Robin C. Beery | 82,530 | 54,962 | 137,492 | 82,086 | 59,914 | 142,000 | ||||||
Janine A. Davidson | 44,311 | 14,990 | 59,301 | 70,586 | 59,914 | 130,500 | ||||||
Kevin C. Gallagher | 65,030 | 54,962 | 119,992 | 76,086 | 59,914 | 136,000 | ||||||
Greg M. Graves | 93,062 | 54,962 | 148,024 | 93,079 | 64,923 | 158,002 | ||||||
Alexander C. Kemper | 50,030 | 54,962 | 104,992 | 55,086 | 59,914 | 115,000 | ||||||
Gordon E. Lansford III | 81,030 | 54,962 | 135,992 | 88,086 | 59,914 | 148,000 | ||||||
Timothy R. Murphy | 59,030 | 54,962 | 113,992 | 76,086 | 59,914 | 136,000 | ||||||
Tamara M. Peterman | 55,030 | 29,973 | 85,003 | 70,586 | 59,914 | 130,500 | ||||||
Kris A. Robbins | 78,030 | 54,962 | 132,992 | 85,086 | 59,914 | 145,000 | ||||||
L. Joshua Sosland | 59,030 | 54,962 | 113,992 | 70,586 | 59,914 | 130,500 | ||||||
Paul Uhlmann III | 59,030 | 54,962 | 113,992 | |||||||||
Leroy J. Williams, Jr. | 60,030 | 54,962 | 114,992 | 73,086 | 59,914 | 133,000 | ||||||
| (1) | These are the total fees earned during |
| (2) | Amounts reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Information about the assumptions made in the valuation of equity awards is included in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, |
PROPOSAL #1—ELECTION OF DIRECTORS
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 candidate should be an individual of the highest character and integrity and should have an inquiring mind, vision, a willingness to ask hard questions, and the ability to work well with others.
The candidate should have a personal and professional reputation that is consistent with the image and reputation of UMB.
The candidate should be free of any relationship or conflict of interest that is inconsistent with applicable law or that would interfere with the proper exercise of the fiduciary duties of a director.
The candidate should be willing and able to devote sufficient time and attention to the affairs of UMB and to diligently fulfill the responsibilities of a director.
The candidate should have the capacity and desire to represent the balanced and best interests of the shareholders as a whole.
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, ethnicity, 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. Our Governance Guidelines require that all director searches include candidates who are either gender or racially diverse. 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 providing theunparalleled customer experience.
The effectiveness of these processes and policies is 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.
Shareholders wishing to provide notice of director nominations and solicit proxies under Rule 14a-19 of the Exchange Act for shareholder nominees must comply with all applicable requirements of the Exchange Act, and the Company’s Bylaws, which include certain advance notification requirements. See “Shareholders Proposals” later in this Proxy Statement for further discussion.
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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 providing the unparalleled customer experience.
The Governance Committee has recommended, and the Board has nominated, the slate of 12 director nominees identified below for election to the Board for terms ending at the 2022earlier of the 2024 annual meeting of shareholders, or until a director’s earlier death, resignation, removal, disqualification or removal.failure to be elected. All of the nominees currently serve as Directorsdirectors and have been nominated for re-election based on their qualifications and performance throughout 2020.2022. The Governance Committee believes that each 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 for shareholders.
Each of the nominees has agreed to be nominated and, if elected, to serve as a Director.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 Company 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.
| Name | Age | Positions or Offices with UMB | Director Since | Age | Positions or Offices with UMB | Director Since | ||||||||||
Robin C. Beery | 53 | Director | 2015 | 55 | Director | 2015 | ||||||||||
Janine A. Davidson | 54 | Director | 2020 | 56 | Director | 2020 | ||||||||||
Kevin C. Gallagher | 52 | Director | 2007 | 54 | Director | 2007 | ||||||||||
Greg M. Graves | 63 | Director | 2003 | 65 | Director | 2003 | ||||||||||
Alexander C. Kemper | 55 | Director | 1992 | 57 | Director | 1992 | ||||||||||
J. Mariner Kemper | 48 | Chair, President, CEO, and Director | 2004 | 50 | Chairman, President, CEO, and Director | 2004 | ||||||||||
Gordon E. Lansford III | 50 | Director | 2017 | 52 | Director | 2017 | ||||||||||
Timothy R. Murphy | 65 | Director | 2016 | 67 | Director | 2016 | ||||||||||
Tamara M. Peterman | 62 | Director | 2019 | 65 | Director | 2019 | ||||||||||
Kris A. Robbins | 62 | Director | 2000 | 64 | Director | 2000 | ||||||||||
L. Joshua Sosland | 60 | Director | 1998 | 62 | Director | 1998 | ||||||||||
Leroy J. Williams, Jr. | 56 | Director | 2016 | 58 | Director | 2016 | ||||||||||
Our Board continually identifies key qualifications, attributes, skills and experiences that are important to be represented on the Board as 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 director candidates possessing the same.
| Experience, Expertise or Attribute | Importance | |||
Executive Leadership (“Leadership”) | UMB believes that those who have held significant executive leadership roles bring a unique perspective to board service. Generally, these individuals possess a plethora of important leadership qualities, including strategic planning skills, practical application of risk analysis, the ability to problem solve in even the most difficult of circumstances, and the ability to make highly impactful, definitive decisions. | |||
Finance/Financial Services and Banking (“Finance”) | As a publicly traded, highly regulated bank holding company with bank and non-bank subsidiaries, an understanding of finance, the financial services industry and banking is an important component of our Board. | |||
Corporate Governance (“CG”) | The rules, responsibilities and obligations governing UMB, and its subsidiaries, create a framework from within which UMB operates and executes its strategic mission. As such, they create an important backdrop to every board discussion, decision and plan. | |||
Regulatory (“Reg”) | Given the highly regulated areas in which UMB operates, and given the impact of applicable regulations on the ability to plan and execute on large strategic initiatives, regulatory experience on the Board is valuable. | |||
Technology and Information Security (“IT/IS”) | UMB believes that technology and information security are two of the largest areas of risk that most companies, and particularly banks, face in today’s world. Changes in one or both areas in a company can significantly impact not only day-to-day operations, but also strategic planning, the customer experience and UMB’s reputation in the marketplace. UMB, like many companies, places heavy emphasis on technology and information security experience. | |||
Risk Management (“Risk”) | Risk management plays an integral role in all facets of UMB’s decision-making and strategic planning. Failure to appropriately identify, anticipate or plan for, and respond to, material risks could have a meaningful, detrimental impact to UMB. Accordingly, directors with practical risk management experience are particularly important to UMB. | |||
Mergers and Acquisitions (“M&A”) | UMB is continuously evaluating its business strategies, which includes the best and smartest paths towards growth, new products and longevity. Board members with experience in mergers and acquisitions can help UMB formulate, plan for, and execute upon, its long-term strategic goals. | |||
Business Operations/Strategic Planning (“BO/SP”) | The practical, solutions-oriented experience that comes with business operations and the planning, implementation and maintenance of strategic activities provides a valuable backdrop for the performance of Board activities. Accordingly, UMB seeks and values directors with experience in a variety of business operations and strategic planning. | |||
Diversity (“Div”) | UMB recognizes that board diversity, including of gender, race, ethnicity, experience, background, and thought creates a more balanced, inclusive, and better prepared decision-making body. | |||
Experience, Expertise or Attribute | Leadership | Finance | CG | Reg | IT/IS | Risk | M&A | BO/SP | Div | |||||||||
Robin C. Beery | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||||||||
Janine A. Davidson | ● | ● | ● | ● | ● | ● | ||||||||||||
Kevin C. Gallagher | ● | ● | ● | ● | ● | ● | ||||||||||||
Greg M. Graves | ● | ● | ● | ● | ● | ● | ||||||||||||
Alexander C. Kemper | ● | ● | ● | ● | ● | ● | ● | ● | ||||||||||
J. Mariner Kemper | ● | ● | ● | ● | ● | ● | ● | ● | ||||||||||
Gordon E. Lansford III | ● | ● | ● | ● | ● | ● | ● | |||||||||||
Timothy R. Murphy | ● | ● | ● | ● | ||||||||||||||
Tamara M. Peterman | ● | ● | ● | ● | ● | ● | ||||||||||||
Kris A. Robbins | ● | ● | ● | ● | ● | ● | ● | ● | ||||||||||
L. Joshua Sosland | ● | ● | ● | |||||||||||||||
Leroy J. Williams, Jr. | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||||||||
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The Importance of Board Diversity and Transparency
On December 1, 2020, NASDAQ announced that it filed with the SEC a proposal to advance board diversity and enhance transparency of board diversity statistics through new listing requirements. The proposed rules would require certain NASDAQ-listed companies to provide statistical information about each director’s self-identified gender and race, and self-identification as LGBTQ+ in a specified matrix format. In addition, boards of directors would be required to have at least two “Diverse” directors (as defined in the rules) or publicly disclose why their boards do not include such “Diverse” directors. As of the date of this proxy statement, NASDAQ’s proposed rules have not been adopted. The aspects that would be disclosed under the NASDAQ proposal include some, but not all, of the elements of diversity considered by UMB the Governance Committee and the Board that are discussed, above, when evaluating a director or director candidate. Of the twelve director candidates, four directors, or 33%, are “Diverse” as defined by NASDAQ’s proposed rules (three women and one person of color). Furthermore, should the rule be adopted, the Board does not anticipate needing to take advantage of any available cure period to become compliant with the proposed requirement that the Board have at least two members which are “Diverse.” UMB agreesbelieves that diversity plays an important role in a well-functioning Board, and in addition to complying with NASDAQ’s diversity requirements, we continue to evaluate diversity as an important factor in any director candidate, regardless ofcandidate. Following is information about our satisfaction of the proposed NASDAQ rule.directors’ self-identified gender and race and self-identification as LGBTQ+.
| Board Diversity Matrix (as of December 31, 2022) | ||||||||
Total Number of Directors
| 12
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| Part I: Gender Identity | Female | Male | Non-Binary | Did Not Disclose Gender | ||||
Directors
| 3
| 9
| 0
| 0
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Part II: Demographic Background | ||||||||
African American or Black | 0 | 1 | 0 | 0 | ||||
Alaskan Native or Native American | 0 | 0 | 0 | 0 | ||||
Asian | 0 | 0 | 0 | 0 | ||||
Hispanic or Latinx | 0 | 0 | 0 | 0 | ||||
Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | ||||
White | 3 | 8 | 0 | 0 | ||||
Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | ||||
LGBTQ+ | 0 | |||||||
Did Not Disclose Demographic Background | 0 | |||||||
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Robin C. Beery
Ms. Beery has 30 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-management company, from September 2009 until her retirement from Janus in August 2014. She also served 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 oversight of sales, client service, product, marketing, and corporate communications. From April 2003 to September 2009, she served as Executive Vice President, Chief Marketing Officer for Janus Capital Group, and was the President of the Janus Foundation from 2000 to 2014, overseeing the firm’s
 | Ms. Beery has 30 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-management company, from September 2009 until her retirement from Janus in August 2014. She also served 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 oversight of sales, client service, product, marketing, and corporate communications. From April 2003 to September 2009, she served as Executive Vice President, Chief Marketing Officer for Janus Capital Group, and was the President of the Janus Foundation from 2000 to 2014, overseeing the firm's philanthropic endeavors and community relations. |
Ms. Beery has served as an independent fund board trustee for the Hartford 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 2017, and is a member of the Investment Committee and Chair of the Nominating and Governance Committee. Ms. Beery also serves as a senior 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
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Janine A. Davidson, PhD, has served as president of the Metropolitan State |
from January 2015 through May 2015, Assistant Professor at George Mason University from August 2012 to January of 2014, and various civilian policy positions in the Department of Defense from April 2009 through March 2012. Dr. Davidson began her career as an Air Force officer, global cargo pilot, and aviation and aerobatics flight instructor with the U.S. Air Force Academy. Dr. Davidson brings to the Board over 30 years of academic, civilian and military service, with expertise in the areas of organizational leadership, higher education, defense and public policy. She is a fellow in the National Academy of Public Administration and a life member of the Council on Foreign Relations.
Kevin C. Gallagher
 | Mr. Gallagher is currently Chairman of Gallagher Industries, LLC, a private holding company of lower middle-market industrial companies, a position he has held since 2005. 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. |
Mr. Gallagher is currently 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.28
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 to mid-2006 of Perfect Commerce, Inc. (formerly eScout LLC), a provider of supplier relationship- management technology. Mr. Kemper is a board member of 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 served as a director of NIC Inc. (NASDAQ: EGOV) from 2007 until 2021, when the company |
was acquired. He was a member of the Collectors Fund,audit, compensation and governance committees of NIC Inc. during his time as 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 foundeddirector, and served as the Chairman and Chief Executive Officer from March 2000 to mid-2006 of Perfect Commerce, Inc. (formerly eScout LLC), a provider of supplier relationship-management technology. Mr. Kemper is a board member of 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).from 2010 until 2021. In 2008, Mr. Kemper became a director of the BATS Exchange and served on its executive committee, regulatory oversight committee, and compensation committee. Since 2016, Mr. Kemper also served as the chairman of the 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., an e-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 multiple start-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 nearly 18 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. |
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 nearly 17 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.29
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, 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 has been the Executive Chairman of Murphy-Hoffman Company (“MHC
 | Mr. Murphy has been the Executive Chairman of Murphy-Hoffman Company (“MHC”) since 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 a large, privately-owned heavy and medium 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 and day-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. |
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 and day-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.30
Kris A. Robbins
Mr. Robbins was previously employed by Security Benefit Corporation (“Security Benefit
 | Mr. Robbins was previously employed by Security Benefit Corporation (“Security Benefit”) and its companies from 1997 until his retirement |
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 of Milling & Baking News since 2000 and editor or editor-in-chief of Food Business News
 | 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 of Milling & Baking News since 2000 and editor or editor-in-chief of Food Business News since 2004. Mr. Sosland contributes significant investment experience and expertise, as well as board and governance expertise, with more than 20 years of service on our Board and several years of service on the trust policy committee |
Board’s compensation committee, Mr. Sosland also has detailed knowledge of the development and implementation of UMB’s executive incentive-compensation plans.
Leroy J. Williams, Jr.
 | Mr. Williams is 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. He previously served as the Global Chief Information Officer of Ball Corporation (NYSE: BLL) from May 2005 until July 2016. Mr. 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. Mr. Williams has served on the Board of Directors of Molson Coors Beverage Company since April 2022. |
Mr. Williams is 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. He previously served as the Global Chief Information Officer of Ball Corporation (NYSE: BLL) from May 2005 until July 2016. Mr. 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 vote FORthe election of each of the 12 nominees to our Board.
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COMPENSATION DISCUSSION AND ANALYSIS
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 (“CD&A”) describes the material elements of the compensation program for our “Named Executive Officers”or “NEOs” which includes the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”), and our three other most highly compensated Executive Officers as of December 31, 2020.2022.
| Our Named Executive Officers for | ||
J. Mariner Kemper | Chairman, | |
Ram Shankar | CFO | |
James D. Rine | Vice Chairman; President and CEO of UMB Bank, n.a. | |
| ||
Shannon A. Johnson | Chief Administrative Officer | |
Nikki F. Newton | President—Private Wealth Management, UMB Bank, n.a. | |
This Compensation Discussion and AnalysisCD&A also describes relevant actions involving the compensation of the NEOs since the end of 20202022 until the date of this proxy statement.Proxy Statement.
Despite 2020 being a challenging year,Rapidly rising interest rates, high inflation, and weakened market conditions brought new challenges in 2022, but UMB continued to perform notwithstanding the substantial headwinds caused by the global pandemic.despite these headwinds. We consistently worked to meet customer needs and posted solid operating results and steady asset quality. Highlights for 20202022 include:
Earnings Growth. UMB delivered record net income of $286.5 million or $5.93 per common share (fully diluted), an increase of 17.6% over 2019;
| • |
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Credit Quality. Our credit quality remained solid with net charge-offs of 0.13% of average loans; and
| • |
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| • | Credit Quality. Our credit quality remained solid with net charge-offs of 0.21% of average loans. |
Objectives of Our Compensation Program
Our Compensation Committee has established the following goals and objectives for structuring UMB’s executive compensation program and in making individual compensation decisions:
Compensation should reward superior performance.
| • | Compensation should reward superior performance. Our compensation program should motivate our Executive Officers to perform consistently at high levels. The performance standards used in our short-term and long-term incentive programs should be challenging, but fair, to the Executive Officers. |
| • | Incentive compensation should reward consistent and sustained performance over the long term. A substantial amount of compensation should vest over multi-year performance periods that are designed to align the interests of the Executive Officers and shareholders. We believe this focus on longer performance periods also helps promote retention and business continuity amongst the Executive Officers. |
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Incentive compensation should reward consistent and sustained performance over the long term. A substantial amount of compensation should vest over multi-year performance periods that are designed to align the interests of the executive officers and shareholders. We believe this focus on longer performance periods also helps promote retention and business continuity amongst the Executive Officers.
| • | Incentive compensation should emphasize forward-looking performance. A substantial amount of compensation for Executive Officers should be equity-based compensation. We believe equity compensation aligns management and shareholder interests and promotes increased shareholder value. |
Incentive compensation should emphasize forward-looking performance. A substantial amount of compensation for Executive Officers should be equity-based compensation. We believe equity compensation aligns management and shareholder interests and promotes increased shareholder value.
| • | Compensation levels should be competitive to ensure we attract and retain a highly qualified management team to lead and grow the Company. We rely on an experienced and highly talented management team to lead the Company. To promote continued growth and success, we also must develop a strong bench of executives who are ready to meet the needs of the future. To do this, our compensation program must be competitive with our peer group and the industry, allowing us to attract and retain talent that is capable of meeting current and future needs. |
Compensation levels should be competitive to ensure we attract and retain a highly qualified management team to lead and grow the Company. We rely on an experienced and highly talented management team to lead the Company. To promote continued growth and success, we also have to develop a strong bench of executives who are ready to meet the needs of the future. To do this, our compensation program must be competitive with our peer group and the industry, allowing us to attract and retain talent that is capable of meeting current and future needs.
| • | Incentive compensation should avoid excessive or disproportionate risks. Our incentive compensation practices are designed to appropriately balance risk and reward and to avoid excessive or disproportionate risks. |
Incentive compensation should avoid excessive or disproportionate risks. Our incentive compensation practices are designed to appropriately balance risk and reward and to avoid excessive or disproportionate risks.
| • | Incentive compensation should encourage stewardship of UMB as a whole. Our Executive Officers are encouraged to focus on the Company performance as a whole as well as their individual business or functional lines. To this end, our incentive compensation includes both company-wide and individual goals, promoting an “us” mentality when it comes to performance. |
Incentive compensation should encourage stewardship of UMB as a whole. Our Executive Officers are encouraged to focus on the performance of the Company as a whole as well as their individual business or functional lines. To this end, our incentive compensation includes both company-wide and individual goals, promoting an “us” mentality when it comes to performance.
| • | Compensation opportunities should take into account individual incentives and circumstances. Our Executive Officers have various levels of performance, leadership, expertise, responsibilities, and experience. Our compensation program seeks to be flexible enough to recognize these differences and reward those Executive Officers who perform at higher levels. |
| • | Compensation opportunities should focus on qualitative standards in addition to metrics. While the vast majority of our compensation is tied to quantitative metrics, the Compensation Committee considers factors such as the execution of strategic business priorities in addition to the financial results when making compensation decisions. |
Compensation opportunities should take into account individual incentives and circumstances. Our Executive Officers have various levels of performance, leadership, expertise, responsibilities, and experience. Our compensation program seeks to be flexible enough to recognize these differences and reward those Executive Officers who perform at higher levels.
Compensation opportunities should focus on qualitative standards in addition to metrics. While the vast majority of our compensation is tied to quantitative metrics, the Compensation Committee considers factors such as the execution of strategic business priorities in addition to the numbers when making compensation decisions.
What We Do |
What We Don’t Do | |
We Pay for Performance:The majority of our executive compensation is variable and is closely tied to both individual performance and the financial performance of the Company. |
No Hedging or Short Selling:Our NEOs are prohibited from engaging in short selling or hedging activities. | |
We have Strong Stock Ownership Guidelines: Our CEO is required to hold Company common stock with a value equal to six times base salary and our other NEOs must hold Company common stock equal to three times base salary. |
No Stock Option Repricing: Our long-term incentive compensation plan prohibits repricing of stock options without shareholder approval. | |
We Have a Robust Claw Back Policy: We have the ability to claw back any cash or equity compensation payments that were predicated on achieving certain financial results in the event of a material negative restatement of financial results. |
No Employment Agreements: We generally do not enter into long-term employment contracts with our Executive Officers. | |
We Perform an Annual Assessment of Incentive Compensation Risk: The Compensation Committee reviews our incentive compensation programs annually to ensure that the programs strike an appropriate balance between risk and reward. |
No Excessive Perquisites:We offer our NEOs modest perquisites which accounted for a minimal amount of each NEO’s compensation during |
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Components of Executive Compensation
During 2020,2022, our compensation program consisted of four fundamental components: (1) base salary, (2) short-term cash incentive compensation, (3) long-term incentive compensation, and (4) other benefits and perquisites, as follows.
Compensation Component | Component Elements | Purpose | ||
Base Salary | • Bi-weekly cash payments | • To attract and retain NEOs • To provide a fixed base annual compensation that is | ||
| Short-Term Cash Incentive Compensation | • Annual cash awards based on the achievement of annual performance goals and the profitability of the Company or business unit | • To motivate the NEOs to exceed annual performance goals
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| Long-Term Incentive Compensation | • Service-based restricted share units • Performance-based restricted share units | • To promote retention and align the interests of NEOs with the interests of the shareholders by encouraging forward-looking balanced | ||
| Other Benefits and Perquisites | • • Relocation allowances • Auto allowance • Country club memberships | • | ||
The actual mix of these components varies for each NEO and is dependent on the Compensation Committee’s evaluation of individual performance, strategic value, leadership, responsibilities, competency, experience, and expected future contributions. The Compensation Committee, however, believes that the majority of each NEO’s compensation should be contingent on performance or paid out over time (“at risk”). The following charts illustrate the allocation of direct target compensation for 20202022 for our CEO and the annual average allocation of direct target compensation for 20202022 for all of our NEOs, excluding a special retention grant to Mr. Rine, described later in this proxy statement.NEOs.
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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 CEO and approves the compensation of the other Executive Officers and to determineOfficers. The Compensation Committee also approves the equity-based compensation of all directors and associates of UMB and 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 or certain associates deemed by management to be more likely to terminate employment with the Company.directors. In determining the compensation of our NEOs, the Compensation Committee considers information provided by the Compensation Committee’s external compensation consultant and UMB’s management team, as well as information obtained from publicly available informationsources about the companies in our peer group.
The Role of Executive Officers in the Compensation Decisions
Mr. Kemper, as CEO of the Company, Mr. Rine, as CEO of the Bank, and Ms. Johnson, as Chief Administrative Officer, and Mr. Shankar, as Chief Financial Officer, with the assistance of our Human Resources Department, review the performance of the other Executive Officers who report directly to each of them and offer recommendations to the Compensation Committee on the amount and mix of their respective team member’s compensation. NoThese Executive Officer participates with the Compensation CommitteeOfficers do not participate in its review of that officer’s performance or the Compensation Committee’s review or determination of that officer’stheir individual performance and compensation.
The Role of the Compensation Consultant
Our Compensation Committee has engaged McLagan Partners, Inc.Aon’s Human Capital Solutions practice, a division of Aon (“Aon”), an Aon company, (“otherwise known as McLagan,”) as its executive compensation consultant.consultant during 2022. In this capacity, McLaganAon advised the Compensation Committee on the structure and design of our executive compensation program, including the amount and mix of compensation for 2022 and 2023, on the Company’s comparative peer group, on regulatory updates, and ondirector compensation. While Aon reports to the amountCompensation Committee, it also works with the Company’s Human Resources department and mix of compensation for 2020 and 2021.senior management to facilitate Compensation Committee work. Representatives of McLaganAon attended in person or by telephone, all of the meetings of the Compensation Committee in 20202022 and thus far in 2021.2023.
The Compensation Committee considered factors relevant to McLagan’sAon’s independence from management under SEC and NASDAQ rules and has determined that McLaganAon is independent from management.under these factors.
In performing its duties in 2020,order to make market-informed decisions on compensation, the Compensation Committee relied on various sources ofpeer group compensation information provided by McLagan. McLaganAon. Aon provided the Compensation Committee with comparative analyses based on (1) proxy data from UMB’s identified peer group and (2) industry data from McLagan’sAon’s proprietary surveys. Our peer group was selected on the basis of asset size, mix of business, 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 20202022 included 1614 companies:
| Associated Banc-Corp | Hancock Whitney Corporation | |
| BOK Financial Corporation | Old National Bancorp | |
| Prosperity Bancshares, Inc. | ||
| Commerce Bancshares, Inc. | Trustmark Corporation | |
| Cullen/Frost Bankers, Inc. | Umpqua, Holdings Corporation | |
| First Midwest Bancorp | Valley National Bancorp | |
| Fulton Financial Corporation | Webster Financial Corporation |
In October 2020,BancorpSouth, Inc. merged with Cadence Bank in 2021 and adopted the Compensation Committee reviewedname Cadence Bank. TCF Financial Corporation was previously included as part of the above peer group, listing with McLagan. The Compensation Committee noted that IBERIABANK Corporation finalized theirbut was not used in 2022 due to its merger with First Horizon Bank in July 2020 creating a combined bank operating as Fist Horizon National Corporation. The Compensation Committee determined that the assets and market capitalization of the resulting First Horizon National Corporation were significantly outside of the range of the Company’s other peers, and as such, IBERIABANK Corporation was removed from the Company’s peer group for 2021. It was also determined that no additions need be made, resulting in a final peer group of 15 for 2021.Huntington Bank.
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Executive Compensation for 20202022
General Considerations for 20202022
Annual compensation decisions including those for NEOs are primarily made in February after our Board has held its first regular meeting of the year and earnings and other financial results for the prior year have been announced. The Compensation Committee weighed a number of general considerations in setting the compensation for each NEO in 2020,2022, including evaluating the job-based factors to determine if the Company’s value of the role differs from the competitive labor market, reviewing the incumbent performance value and evaluating each NEO’s performance in his or her respective role, to come to a final compensation decision for each executive.
Base salary provides the NEOs with a market-competitive baseline of cash compensation, generally in the form of fixed bi-weekly payments. The Compensation Committee established the salaries of our NEOs in 20202022 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, competencies, and experience.
Annual base salary adjustments for the NEOs, if any, are generally decided by the Compensation Committee at its meeting in February for implementation in late March. For each NEO other than Mr. Kemper, the Compensation Committee considers the industry market data and the recommendation of the NEO’s manager when adjusting base salary. The Compensation Committee retains full discretion to set the base salary for Mr. Kemper.
In February 2020, the Compensation Committee reviewed the base salaries of our CEO and all of the NEOs. Based on this review the Compensation Committee decided to increase Mr. Kemper’s base salary by 3% in recognition of his efforts to enhance the Company’s succession plan for key executive and business line management positions, his management of a substantial credit issue during 2019, and the overall increase in loan growth and deposits in 2019. Mr. Kemper subsequently declined the increase in his base salary in response to the potential economic impact of the COVID-19 outbreak. The Compensation Committee increased the base salary of Mr. Rine by 10.3% to recognize his management and leadership of the Bank and his management of the credit issue during 2019, and to provide for retention. Mr. Cornelius received a 7.4% increase in base salary to recognize his increased responsibilities overseeing UMB Fund Services, Inc. and the overall performance of the Institutional Banking division. Mr. Shankar received an increase of 3% of his base salary to bring his relative position closer to the market median in his respective peer group. Ms. Johnson’s base salary was not adjusted in 2020; however, her base salary was adjusted at the end of 2019 when she was promoted and named Chief Administrative Officer.
Base Salary 20202022
| Name | 2019 Base Salary | 2020 Base Salary | Percentage Increase | 2021 Base Salary | 2022 Base Salary | Percentage Increase | ||||||||||||||
J. Mariner Kemper | $ | 905,216 | $ | 905,216 | 0.0% | $ | 950,000 | $ | 1,000,000 | 5.3% | ||||||||||
Ram Shankar | $ | 380,000 | $ | 391,000 | 2.9% | $ | 391,000 | $ | 406,640 | 4.0% | ||||||||||
James D. Rine | $ | 485,000 | $ | 535,000 | 10.3% | $ | 556,500 | $ | 615,000 | 10.5% | ||||||||||
James D. Cornelius | $ | 370,000 | $ | 397,500 | 7.4% | |||||||||||||||
Shannon A. Johnson | $ | 375,000 | $ | 401,800 | 7.1% | |||||||||||||||
Shannon A. Johnson | $ | 365,000 | $ | 365,000 | 0.0% | |||||||||||||||
Nikki F. Newton | $ | 384,375 | $ | 403,594 | 5.0% | |||||||||||||||
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 through the Short-Term Incentive Compensation Plan (as adopted by the Board, the “Short-Term Incentive Plan” or “STIP”). Short-term incentive compensation awards are designed to motivate the NEOs to achieve, and exceed, Company-wide goals and their individual annual performance goals, and to otherwise support the Company’s key strategic initiatives. The Compensation Committee believes that these short-termshort- term incentive compensation goals and awards are drivers of valuation and align with the Company’s strategy. They also 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.
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In February 2020,2022, the Compensation Committee approved the 2020use of two performance metrics to determine the STIP pool: the Company’s core pre-provision net revenue (“Core PPNR”) and the Company’s net charge-offs divided by average loans (“NCOs”). These are the same performance metrics that were used the previous year. The Compensation Committee determined that these performance metrics appropriately allowed for formulaic measurement of the Company’s operational performance against the Company’s annual budget. The Compensation Committee also considered that these two performance metrics would equitably isolate measurement of the Company’s actual performance from the impact of macro dynamic factors such as changes to, or the adoption of, accounting standards and regulations which may impact financial performance but do not reflect actual operational performance. The 2022 annual short-term incentive compensation program (the “2020 Program2022 STIP”) under the STIP, establishing, established a target short-term award pool of $10.9 million that was weighted 80% to UMB’s core after -tax net operating income (“Core NOI”) with a target Core NOI of $230.3 millionPPNR achievements and weighted 20% to UMB’s core return on average equity (“Core ROAE”) with a target Core ROAE percentage of 8.6%.NCO achievements. The target amounts for Core NOIPPNR and Core ROAENCOs were established using the Company’s projected budget for 2020.2022 and excluded certain origination income from the SBA Paycheck Protection Program, mark-to-market adjustments to equity holdings and planned charitable contributions.
The Compensation Committee has exclusive authority to determine the core income and returnsCore PPNR 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 deems to be fair and appropriate such as (1) a gain or loss for
the sale of non-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 gainsmark-to-market adjustments on certain equity holdings and losses on specified alternative investments)origination income received in connection with loans made under the SBA Paycheck Protection Program). Once the Core NOIPPNR and Core ROAENCOs are determined, the actual bonus pool is proportionally adjusted.adjusted, either increased or decreased, based on the following chart with interpolation of the pool amounts falling between the levels set:
| Measure | Actual Performance as a Percentage of Financial Target | Actual Result (in millions) | STIP Bonus Pool Funding as a % of the Target Bonus Pool | |||||
Core PPNR—80% Weight | Less than 80% | >$366.9 | 0 | % | ||||
| 80% | $366.9 | 33.33 | % | |||||
| 100% | $458.6 | 100 | % | |||||
| 120% or Greater | $550.3 | 200 | % | |||||
NCOs—20% Weight | Less than 80% | >0.36% | 0 | % | ||||
| 80% | 0.36% | 33.33 | % | |||||
| 100% | 0.30% | 100 | % | |||||
| 120% or Greater | 0.24% | 200 | % | |||||
The Compensation Committee also employsemployed a discretionary plan governor to the 20202022 Program in which the Compensation Committee would make a reduction in the short-term award pool if, for 2020,2022, the Company’s operating leverage fell below -2.0%0.0%, and it would make an increase to the short-term award pool if the Company’s operating leverage exceeded -1.0%1.5%.
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Corporate Financial Performance
UMB’s 20202022 results compared to the 20202022 STIP are set forth in the table below:
| 2020 LTIP—CORPORATE FINANCIAL PERFORMANCE | ||||||||||||||||||||||||||||||||
| Financial Metric | Threshold | Target | Maximum | Actual | Score | Payout Percentage | Weight | Weighted Percentage | ||||||||||||||||||||||||
Core NOI | $ | 184.2 | $ | 230.3 | $ | 299.4 | $ | 295.4 | 128.3% | 192.4% | 80% | 153.9% | ||||||||||||||||||||
Core ROAE | 6.88% | 8.60% | 11.18% | 10.50% | 122.4% | 141.4% | 20% | 28.3% | ||||||||||||||||||||||||
Funding Percentage (based on funding calculation) |
| 182.2% | ||||||||||||||||||||||||||||||
| 2022 STIP—CORPORATE FINANCIAL PERFORMANCE | ||||||||||||||||||||||||||||||||
| Financial Metric | Threshold | Target | Maximum | Actual | Score | Payout Percentage | Weight | Weighted Percentage | ||||||||||||||||||||||||
Core PPNR | $ | 366.9 | $ | 458.6 | $ | 550.3 | $ | 510.3 | 111.3 | % | 156.4 | % | 80 | % | 125.0 | % | ||||||||||||||||
NCOs | 0.36% | 0.30% | 0.24% | 0.21% | 139.3 | % | 200.0 | % | 20 | % | 40.0 | % | ||||||||||||||||||||
Funding Percentage (based on the funding calculation) |
| 165.0 | % | |||||||||||||||||||||||||||||
In 2020, UMB’s performance on the specific measures used to calculate STIP bonuses was heavily influenced by an unrealized gain resulting from a business combination transaction in an investment made byThe Compensation Committee also determined that the Company’s subsidiary, UMB Capital Corporation. UMB Capital Corporation specializes in capitalizing middle market businesses, and any gains on investments by UMB Capital Corporation are considered part of the core operating income of the Company. The inclusion of this gain resulted in bonus pool funding of 182.2% despite the negative impacts of COVID-19 on the implementation of the CECL accounting standard to the Company’s net operating income. Positive operating leverage of 3.2% indicates the Committee would makewas 5.6% for 2022 which necessitated an additional positive increasediscretionary adjustment to the 2022 short-term awardbonus pool.
The Compensation Committee believes performance resulting from management decisions in 2020 should be rewarded, but not outsized by results fromdecided to make a 4.0% positive discretionary adjustment to increase the unrealized gain. As such, the Committee exercised its authority to adjust results for such gain in order to be fair and appropriate. To determine the appropriate adjusted performance, the Committee considered multiple metrics and factors, including the Company’s positive Total Shareholder Return and stock price growth, exceptional credit quality, and growth rates in both diluted earnings per share and tangible book value exceeding peer and industry medians. The Committee viewed the performance as measured by these other metrics as meaningful indicators of substantial above-target performance. The Committee used negative discretion to regulate the impact of the unrealized gain on the Company’s 2020final bonus pool and determined an appropriate bonus pool funding level representativeto 169% of the performance of management and the Company in 2020 was 150%.target.
2020
| STIP DISCRETIONARY ADJUSTMENT | ||||||||||||
| Leverage Target | Actual Leverage | Adjustment Indicator | Adjustment Amount | |||||||||
0% to 1.5% | 5.6 | % | Positive | 4.0 | % | |||||||
Final Funding Percentage (with adjustment) |
| 169.0 | % | |||||||||
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2022 Final Payment Determination
Each NEO’s individual target 2022 STIP award was established at the February 2022 Compensation Committee Meeting as a percentage of their base salary as of 12/31/22. The Compensation Committee increased the STIP target for Ms. Johnson from 60% to 65% and for Mr. Rine from 90% to 95% to reflect additional responsibilities.
In determining each NEO’s actual 2022 STIP award, under the 2020 STIP, the Compensation Committee considered the extent to which the NEO’s performance objectives were achieved and determined the level of payout.payout from the target. The CEO’s performance and award were evaluated exclusively by the Compensation Committee while the performance and recommended awards for the other NEOs were evaluated by each NEO’s manager and approved by the Compensation Committee.
| Named Executive Officer | Performance Objectives and Results | |
J. Mariner Kemper | Objectives were tied directly to the performance of the Company due to his role and responsibility for the Company’s overall performance including financial results against budget, succession planning, diversifying revenue streams, increasing efficiency, individual leadership and strategic vision. The Compensation Committee specifically recognized Mr. Kemper’s leadership of the Company | |
Ram Shankar | Objectives were tied | |
James D. Rine | Objectives were tied | |
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Shannon A. Johnson | Objectives were tied to | |
Nikki F. Newton | Objectives were tied to his ability to (1) maximize diversity and | |
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The final tabulations for the STIP awards are set forth below:
| 2020 STIP AWARDS | ||||||||||||
| Name | Annual Target Award | Individual Performance Percentage (from | Total Cash Incentive Award | |||||||||
J. Mariner Kemper | $950,477 | 175 | %�� | $1,663,334 | ||||||||
Ram Shankar | $234,600 | 120 | % | $281,520 | ||||||||
James D. Rine | $481,500 | 183 | % | $881,145 | ||||||||
James Cornelius | $298,125 | 150 | % | $447,187 | ||||||||
Shannon A. Johnson | $219,000 | 165 | % | $361,350 | ||||||||
| 2022 STIP AWARDS | ||||||||||||
| Name | Annual Target Award | Individual Performance Percentage (from | Total Cash Incentive Award | |||||||||
J. Mariner Kemper | $1,050,000 | 180 | % | $1,890,000 | ||||||||
Ram Shankar | $243,984 | 170 | % | $414,773 | ||||||||
James D. Rine | $584,250 | 180 | % | $1,051,650 | ||||||||
Shannon A. Johnson | $261,170 | 180 | % | $470,106 | ||||||||
Nikki F. Newton | $242,156 | 169 | % | $409,244 | ||||||||
Long-Term Incentive Compensation
Long-term PlanLong-Term Incentive Compensation—Overview
UMB offers equity awards to the officers, employees and directors of the Company under the UMB Financial Corporation Omnibus Incentive Compensation Plan (the “Omnibus Plan”). The Omnibus Plan provides the Compensation Committee flexibility in the types of equity awards that may be utilized to link the financial rewards to the recipient with increases in Company shareholder value. The Omnibus Plan provides the following features that protect the shareholder interest:
Prohibition on liberal share recycling;
Fungible share pool;
Additional award limits for non-employee directors;
| • | Additional award limits for non-employee directors; |
No automatic accelerations upon a change in control; and
Express prohibition on repricing or cashing out underwater options and stock appreciation rights.
Long-term incentive compensation in 20202022 for the NEOs took the form of service-based restricted share units (“Service Units”) and performance-based restricted share units (“Performance Units”). Dividend equivalent units are accrued on the unvested Service Units and are distributed in UMB Shares to the same extent that the Service Unit vests. No dividend equivalent units are accrued with respect to the Performance Units.
| 2022 Long-Term Incentive Awards | ||||||
| Award Type | Vesting Period | Rationale | Award Mix | |||
| Vests 50% after two | To promote retention of the employees, including | 40% | |||
| Vests at the conclusion of the three-year performance period | To align the interests of certain employees, including NEOs, with the interests of the shareholders by encouraging forward-looking balanced risk-taking, increasing the value for shareholders over the long term | 60% | |||
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All equity awards are valued as of the grant date, using the fair market value of the underlying stock.stock as represented by the closing price of the Company’s shares on the grant date. Grants of equity awards are generally approved in a manner that satisfies the exemption from Section 16(b) of the Exchange Act.
Performance Units: Our Compensation Committee established a performance standard for the Performance Units that is based 50% on the Company’s three-year cumulative core after-tax earnings per share (“3-year EPS”) and 50% on the Company’s average return on tangible common equity (“ROTCE”)over the three-year performance period. The target levelCompensation Committee believes that the use of 3-year EPS aligns with shareholders to show UMB’s ability to grow profits over time and the use of ROTCE demonstrates UMB’s ability to efficiently allocate capital to generate profits. The 2022 performance thresholds for the 3-year EPS under the 2020 plan wasand ROTCE were established using the budget that was approved by the Board in January 2020 as a baseline and historical compound annual growth rates in core net income for projections for 2021 and 2022. The 2023 and 2024 target level for the ROTCE under the 2020 plan was establishedamounts were determined by using the budget that was approvedestablishing EPS growth necessary to achieve a targeted compound average growth in tangible book value (“TBV”) by the Board in January 2020, as a baseline and historical compound annual growth rates in core net income for projections for 2020 and 2021 considering projected share repurchases duringend of the performance period. We do not disclose forward-looking goals for our multi-year incentive programs because the Company does not provide forward-looking guidance to our investors with respect to multi-year periods and further because the goals are considered competitively sensitive information. It has been our practice to disclose multi-year performance goals in full after the close of the applicable performance period.
The 3-year EPS and ROTCE for the performance period is determined by the Compensation Committee, after consulting (if appropriate) with the Corporate Audit Committee and making such adjustments for material changes in the number of outstanding shares, non-recurring gains or losses, and other circumstances as the Committee may determine fair and appropriate. Without limiting the Compensation Committee’s authority or discretion, adjustments to the Company’s GAAP earnings per share may be made for (i) gain or loss on sales of non-earning assets, (ii) gain or loss on the sale or discontinuance of a business, product or service, (iii) expenses associated with severance costs, (iv) litigation reserves, or (v) any other large non-recurring gains or losses unrelated to pre-tax operating income.
The threshold level for both the 3-year EPS and the ROTCE is 80% of the target level. At the end of the performance period, achieving the target level for each performance metric would result in 100% of the Performance Units vesting; reaching the threshold level for each performance would result in 50% of the Performance Units vesting; and achieving or exceeding the optimum level of 130% of each performance target would result in the payout of 200% of the Performance Units vesting. If theactual performance metrics fallrelated to a metric falls above or below the target level, but above the threshold level, the percentage of Performance Units earned with respect to that metric would be interpolated on a linear sliding scale, not to exceed 200% funding for 130% of target performance. The weighted amounts earned with respect to each metric are then combined to determine the actual number of Performance Units earned. Failing to meet the threshold level would result in 0% of the Performance Units being earned.
| 2020 LONG-TERM PAYOUTS | ||||||||
| 2022 LONG-TERM PAYOUTS | 2022 LONG-TERM PAYOUTS | |||||||
| 3-Year Actual Performance as a Percentage of the Payout Metric | 2020 Long-Term Payout as a Percentage of the Payout | 3-Year Actual Performance as a Percentage of the Payout Metric | 2022 Long-Term Payout as a Percentage of the Payout | |||||
Below Threshold Payout | Less than 80% | 0% | Less than 80% | 0% | ||||
Threshold Payout | 80% | 50% | 80% | 50% | ||||
Target Payout | 100% | 100% | 100% | 100% | ||||
Maximum Payout | 130% or Greater | 200% | 130% or Greater | 200% | ||||
2020
41
2022 Annual Long-Term Incentive Grant
In February 2020,2022, the Compensation Committee approved annual equity awards to all the NEOs. The value of each award is expressed as a percentage of the NEO’s base salary at the time of the award. The value of the equity awards for each NEO are based on comparative peer-group or industry data and the NEO’s position, strategic value, leadership, responsibilities, competency, and experience. The awards for the CEO and each NEO were comprised of 40% Service Units and 60% Performance Units and are further detailed below.
| 2020 LTIP EQUITY AWARDS | ||||||||||||||||||||||||||||||
| 2022 ANNUAL LTIP EQUITY AWARD | 2022 ANNUAL LTIP EQUITY AWARD | |||||||||||||||||||||||||||||
| Name | 2020 LTIP Percentage (as a percentage of | Value of Service- Based Award | Value of Performance- Based Award | 2022 LTIP Percentage (as a percentage of | Value of Service- Based Award | Value of Performance- Based Award | ||||||||||||||||||||||||
J. Mariner Kemper | 221 | % | $800,000 | $1,200,000 | 250 | % | $1,000,000 | $1,500,000 | ||||||||||||||||||||||
Ram Shankar | 70 | % | $106,400 | $159,600 | 70 | % | $109,480 | $164,220 | ||||||||||||||||||||||
James D. Rine | 120 | % | $232,800 | $349,200 | 125 | % | $278,250 | $417,375 | ||||||||||||||||||||||
James Cornelius | 65 | % | $96,200 | $144,300 | ||||||||||||||||||||||||||
Shannon A. Johnson | 70 | % | $105,000 | $157,500 | ||||||||||||||||||||||||||
Shannon A. Johnson | 60 | % | $87,600 | $131,400 | ||||||||||||||||||||||||||
Nikki F. Newton | 50 | % | $76,875 | $115,313 | ||||||||||||||||||||||||||
2022 Special Performance Grant for Mr. RineRetention Grants
In addition to the annual LTIP grants for 2022, Ms. Johnson and Mr. Newton received additional equity grants in July 2022. Both of these grants were part of a group of special equity grants made to Executive Officers to facilitate the Company’s retention efforts and to help reinforce long-term succession needs.
Ms. Johnson’s grant for 2020, Mr. Rine received an additional $500,000was a performance-based equity retention grant as a componentvalued at 100% of succession planning. Under the special grant, Mr. Rineher base pay ($401,800). Ms. Johnson is eligible to receive between 100 toand 200% of the grant depending upon the achievement of positive core net operating income in each ofduring the three years of thethree-year performance period (2020-2022) and the completion of certain operational goals over the performance period.
Mr. Newton’s grant is a service-based grant valued at 100% of his base pay ($403,594) that will vest 33% upon the first anniversary of the grant date, 33% upon the second anniversary of the grant date, and 34% upon the third anniversary of the grant date.
Other Benefits and Perquisites
Each Executive Officer is offered standard benefits, including health insurance, disability insurance, life insurance, 401(k) plan matching contributions, and profit-sharing contributions, which are provided on the same terms to all of UMB’s associates who have met minimum service requirements, except to the extent that a benefit (such as disability insurance) is calculated as a percentage of salary. We regularly assess these benefits against those of our peer group to remain competitive.
The Compensation Committee generally approves limited perquisites when appropriate to attract or retain talent, when a particular benefit inures to UMB, or when the value to the Executive Officers or other officer is greater than UMB’s cash outlay. For example, club dues and fees are paid on behalf of certain executive officers and other designated officers who are charged with meaningful business generation responsibilities and who appreciate the administrative convenience associated with a corporate-paid membership. Similarly, affording a modest allowance to
42
the executive officersExecutive Officers and other senior officers for tax preparation and financial planning (1) enables UMB to ensure that no potential conflict of interest arises in a senior officer’s choice of such a professional, (2) can result in cost savings for such officers based on the number of officers using a common professional, and (3) is administratively convenient for the participating officers. The Company has also paid minimal tax gross-ups for Executive Officers for travel and associated expenses which could include spousal/guest participation. See“Compensation Tables—20202022 Summary Compensation” later in this proxy statementProxy Statement for detailed information about the perquisites provided to the Named Executive Officers.
Other Executive Compensation Policies and Practices
The Compensation Committee generally disfavors executive employment agreements, and no NEO is a party to an employment agreement.
The Board believes that stock ownership guidelines for directors and senior officers are an important component of good corporate governance and operate to further align their interests with those of our shareholders. As a result, stock ownership guidelines have been incorporated into our Governance Guidelines and are evaluated on no less than an annual basis.
Based on our stock ownership guidelines, each director is expected, at a minimum, to own UMB stock with a market value equal to five times the annual non-employee equity retainer grant. Additionally, each of the Executive Officers is expected, at a minimum, to own shares or units of UMB stock with a market value equal to:
President and Chief Executive Officer—6 times base salary;
Named Executive Officers—3 times base salary; and
All other Executive Officers—2 times base salary.
Shares of UMB stock held through the Profit-Sharing Plan or the ESOP, unvested service-based restricted stock or service units and one-half of the unvested performance-based restricted stock or performance units are counted toward these minimums. Options, whether vested or unvested, do not count towards the calculations.
Each director or senior officer is expected to come into compliance with these stock-ownership guidelines within five years of being employed in or promoted to an applicable position.
Our Governance Guidelines prohibit directors and executive officersExecutive Officers from engaging in short-term speculative trading in UMB’s securities. Prohibited transactions include (1) a short sale (that is, a sale of borrowed securities by an investor who hopes to buy the securities later at a lower price and thus make a profit), (2) a short sale against the box (that is, a short sale of owned securities to lock in gains or prevent additional losses), (3) a put or call option (that is, a right to sell or buy securities at a specified price within a specified period of time), including a covered call, and (4) a hedge or any other type of derivative or speculative arrangement that has a similar economic effect without the full risk or benefit of ownership. Our non-executive officernon-Executive Officer employees are not subject to the Corporate Governance Guidelines.
The Board believes that this prohibition further aligns the interests of directors and executive officersExecutive Officers with those of shareholders, facilitates compliance with insider-trading and other applicable laws, and aids in preventing directors and executive officersExecutive Officers from subjecting themselves to an actual or potential conflict of interest with UMB or creating the appearance of such a conflict.
43
Claw Back of Compensation
UMB has a claw back policy (the “Claw Back Policy”) pursuant to which it may recover cash- or equity-based incentive compensation that was awarded on the basis of incorrect or incomplete measurements of performance or illegal, dishonest, fraudulent, or intentional misconduct.
The Compensation Committee is charged with determining whether a recovery of incentive compensation is appropriate under the Claw Back Policy or applicable law and, if so, in what amount. A recipient must be notified within 36 months after the date when cash-based incentive compensation was received or equity-based incentive compensation vested in order for its recovery to be sought.
On October 26, 2022, the SEC adopted final rules implementing the clawback provisions of the Dodd-Frank Act that direct national stock exchanges to establish listing standards requiring listed companies to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers and to satisfy related disclosure obligations. UMB will amend its Claw Back Policy to ensure it complies with the final rules adopted by NASDAQ, as and when required.
Say-on-Pay Advisory Vote
The Compensation Committee considered the results of the non-bindingsay-on-pay advisory vote that was held at our 20202022 annual meeting of shareholders. The compensation paid to our NEOs at that time was overwhelmingly approved, with 96.4%97.8% of the votes represented being in favor. The Compensation Committee has interpreted this vote as an endorsement of our executive compensation principles adopted by the Compensation Committee (the “Executive Compensation Principles”) and the overall design and structure of our executive compensation program and maintained these principles and our executive compensation program in 2020.2022.
The shareholders will again consider a non-bindingsay-on-pay advisory vote at the Annual Meeting (seeProposal #2). Following the meeting,Annual Meeting, the Compensation Committee will consider the results of the shareholder vote when making future compensation decisions.
Internal Revenue Code Section 162(m)
The previous use of Performance Shares under the Long-Term Incentive Plan was influenced in part by Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), which previously precluded a publicly held corporation from deducting specified compensation that is paid to a covered employee in excess of one million dollars for the taxable year. Performance-based compensation, however, was fully deductible if conditions identified in Section 162(m) and Treasury Regulation § 1.162-27 were satisfied.
The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our Named Executive Officers more than $1 million will not be deductible, unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.
Despite the Compensation Committee’s previous efforts to structure the executive team annual cash incentives and Performance Shares in a manner intended to be exempt from Section 162(m) and therefore not subject to its deduction limits, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief under the legislation repealing Section 162(m)’s exemption from the deduction limit, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) in fact will. Further, the Compensation Committee reserves the right to modify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with UMB’s business needs.
Performance Units Certified in January 20212023 as Having Vested under the 20182020 Long-Term Program
In February 2018,2020, the Compensation Committee approved the performance metrics for the issuance of Performance Units that were based 50% on a target 3-year EPS (2018, 2019,(2020, 2021, and 2020)2022) of $14.12$15.02 and 50% on the Company’s average ROTCE target of 11.259.36% over the 3-year performance period. The threshold, target and maximum payouts of the 20182020 Performance Units are the same threshold, target, and maximum payouts which were used under the 20202022 Long-Term Program described previously in this proxy statementProxy Statement in the table entitled “20202022 Long-Term Payouts.” In January 2021,2023, the Compensation Committee reviewed UMB’s financial results from 20182020 through 20202022 and certified the following results:
| 2018 STIP—CORPORATE FINANCIAL PERFORMANCE | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 LTIP—CORPORATE FINANCIAL PERFORMANCE | 2020 LTIP—CORPORATE FINANCIAL PERFORMANCE | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Financial Metric | Threshold | Target | Maximum | Actual | Score | Payout Percentage | Weight | Weighted Percentage | Threshold | Target | Maximum | Actual | Score | Payout Percentage | Weight | Weighted Percentage | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3-YEAR EPS | $11.30 | $14.12 | $18.36 | $15.15 | 107.3% | 124.09% | 50% | 62.05% | $12.02 | $15.02 | $19.53 | $21.29 | 141.8% | 200.00% | 50% | 100.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ROTCE | $9.00 | $11.25 | $14.63 | $10.74 | 95.5% | 88.75% | 50% | 44.37% | 7.49% | 9.36% | 12.16% | 12.94% | 138.3% | 200.00% | 50% | 100.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Final Payout % | Final Payout % |
| 106.42% | Final Payout % |
| 200.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Based on these conclusions, the NEOs received the following shares of Company stock free of restrictions and risk of forfeiture: (a) 15,98035,154 shares to Mr. Kemper, (b) 1,4374,674 shares to Mr. Shankar, (c) 1,49710,228 shares to Mr. Rine, (d) 1,3973,848 shares to Ms. Johnson, and (e) 3,294 shares to Mr. Cornelius,Newton.
44
2020 Special Performance Grant for Mr. Rine
In addition to the annual LTIP grants for 2020, Mr. Rine received an additional performance-based equity retention grant as a component of succession planning. In January 2023, the Compensation Committee reviewed the Company’s operating income for each of the three years of the performance period and (e) 1,038Mr. Rine’s completion of certain operational goals over the performance period. Based on this review, Mr. Rine received 14,646 shares to Ms. Johnson.of Company stock free of restrictions and risk of forfeiture.
UMB maintains a non-qualified deferred compensation plan that permits the NEOs and other specified participants, at their option, to defer a portion of their compensation payable for a calendar year until retirement, termination, or the occurrence of another specified event. UMB has an unsecured obligation to pay each deferred amount at the applicable time together with a rate of return equal to the yield produced by a mutual fund selected by the participant from among those available under the Profit-Sharing Plan. UMB does not match any amount that a participant may choose to defer. All of the NEOs were eligible to participate in this plan, and Messrs. Shankar and Rine elected to defer income in 2020.2022.
Additional Payments or Benefits
The NEOs, in addition to other officers, may be entitled to receive accelerated payments or other awards under the Long-Term Incentive Plan, or the Short-Term Incentive Plan (such as death, disability, retirement, or a change in control of UMB). See “Potential Payments upon Termination or Change in Control” later in this proxy statementProxy Statement for additional information.
Executive Compensation Actions in 20212023
Earlier discussions of each NEO’s compensation for 20202022 address actions that were taken by the Compensation Committee in 20202022 and that could affect a fair understanding of 20202022 compensation. See “Executive Compensationfor 20202022” earlier in this Compensation Discussion and Analysis.CD&A. The following table also outlines those actions for each of the Named Executive Officers:Officers for fiscal year 2023:
| Executive | Base Salary | STIP | LTIP Grant | Base Salary | STIP | LTIP Grant | ||||||||||||||||||||||
| 2020 as of | 2021 | Increase | 2020 (Determined and Paid in February 2021) | 2021 (Determined and Paid in February 2022) | 2020 (Determined and Fixed in February 2020) | 2021 (Determined and Fixed in February 2021) | 2022 as of | 2023 | Increase | 2022 (Determined and Paid in February 2023) | 2023 (Determined and Paid in February 2024) | 2022 (Determined and Fixed in February 2022) | 20231 (Determined | |||||||||||||||
| J. Mariner Kemper | $905,216 | $950,000 | 4.9% | $1,663,334 (175% of Salary from a | Target of 105% of 12/31/21 Salary | Value of $2,000,000 | Value of $2,000,000 | $1,000,000 | $1,050,000 | 5.0% | $1,890,000 (180% of Target from a Target of 105% of 12/31/22 Salary) | Target of 115% of 12/31/23 Salary | Value of $2,500,000 | Value of $2,600,000 | ||||||||||||||
| Ram Shankar | $391,000 | $391,000 | 0.0% | $281,520 (120% of | Target of 60% of 12/31/21 Salary | Value of $266,000 | Value of $273,700 | $406,640 | $423,719 | 4.2% | $414,773 (170% of Target from a Target of 60% of 12/31/22 Salary) | Target of 65% of 12/31/23 Salary | Value of $273,700 | Value of $284,648 | ||||||||||||||
| James D. Rine | $535,000 | $556,000 | 4.0% | $881,145 (183% of Salary from a 90% of | Target of 90% of 12/31/21 Salary | Value of $582,000 | Value of $688,750 | $615,000 | $660,000 | 7.3% | $1,051,650 (180% of Target from a Target of 95% of 12/31/22 Salary) | Target of 100% of 12/31/23 Salary | Value of $695,625 | Value of $1,230,000 | ||||||||||||||
| James Cornelius | $397,500 | $407,500 | 2.5% | $447,187 (150% of | Target of 75% of 12/31/21 Salary | Value of $240,500 | Value of $258,375 | |||||||||||||||||||||
| Shannon A. Johnson | $401,800 | $421,890 | 5.0% | $470,106 (180% of Target from a Target of 65% of 12/31/22 Salary) | Target of 70% of 12/31/23 Salary | Value of $262,500 | Value of $301,350 | |||||||||||||||||||||
| Shannon A. Johnson | $365,000 | $375,000 | 2.7% | $361,350 (165% of the | Target of 60% of 12/31/21 Salary | Value of $219,000 | Value of $255,500 | |||||||||||||||||||||
| Nikki F. Newton | $403,594 | $419,738 | 4.0% | $409,244 (169% of the Target from a Target of 60% of 12/31/22 Salary) | Target of 60% of 12/31/23 Salary | Value of $192,188 | Value of $201,797 | |||||||||||||||||||||
A detailed discussion of each named executive officer’sNEO’s compensation for 20212023 will be included in the proxy statement for our 20222024 annual meeting of shareholders.
| 1 | The Restricted Units issued in February of 2023 utilized a new vesting schedule pursuant to which the award will vest 33% upon the first anniversary of the grant date, 33% upon the second anniversary of the grant date, and 34% upon the third anniversary of the grant date. The new vesting schedule was utilized for all associates receiving grants under the 2023 LTIP. |
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and AnalysisCD&A set forth earlier in this proxy statement.Proxy Statement. Based on that review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and AnalysisCD&A be included in UMB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2022, and this proxy statement.Proxy Statement.
Robin C. Beery, Chair
Janine A. Davidson
Gordon E Lansford III
Timothy R. Murphy
Paul Uhlmann III
Leroy J. Williams, Jr.
As provided by SEC Regulation S-K, this Compensation Committee Report is not deemed to be soliciting material or to be filed or incorporated by reference into any other filing by UMB under the Securities Act of 1933 as amended or the Exchange Act.
COMPENSATION POLICIES AND PRACTICES RELATING TO RISK MANAGEMENT
At least annually, an incentive compensation risk assessment is prepared by our Corporate Risk Services and Human Resources Departments and is presented to the Compensation Committee. This risk assessment is designed to ascertain whether our incentive compensation arrangements generate incentives that properly balance risk and reward, are compatible with effective controls and risk management (including the Interagency Guidance on Sound Incentive Compensation Policies issued by the federal banking agencies), are overseen through a strong corporate governance structure, and ultimately ensure that UMB’s safety and soundness are adequately protected.
In February 2021,2023, as with prior years, the Compensation Committee reviewed and deliberated on (1) the annual incentive compensation risk assessment, (2) the Executive Compensation Principles, (3) UMB’s compensation policies and practices, (4) whether or how UMB’s compensation policies and practices may incent an employee to engage in higher risk activities, (5) whether or how any short term incentives may have an impact on long term risk, (6) whether or how claw backs or hold-backs are utilized or deemed appropriate, (7) whether or how changes in UMB’s risk profiles may require changes in its compensation policies and practices, (8) how to appropriately monitor UMB’s compensation policies and practices to ensure that its risk management objectives are being met, and (9) the existence and effectiveness of any controls, policies, or practices that may be in place to mitigate or balance the risks associated with UMB’s compensation policies or practices. Based on this review, the Compensation Committee concluded that the compensation policies and practices relating to executive officersExecutive Officers and other employees of UMB and its subsidiaries do not create risks that are reasonably likely to have a material adverse effect on UMB.
This table summarizes the compensation of the Named Executive Officers for each of our last three completed fiscal years. Their compensation for 20202022 is discussed in more detail in “Compensation Discussion and Analysis” earlier in this proxy statement.Proxy Statement.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock (2) | Option (3) | Non-Equity (4) | Change in Value and Nonqualified ($) | All Other (5) | Total ($) | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($) (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (4) | Total ($) | ||||||||||||||||||||||||||||||||||||||||||||
J. Mariner Kemper | 2020 |
| 940,032 |
|
| - |
|
| 1,999,970 |
|
| - |
|
| 1,663,334 |
|
| - |
|
| 52,661 | (6) |
| 4,655,997 |
| 2022 |
| 988,464 |
| - |
| 2,499,964 |
| - |
| 1,890,000 |
| - |
| 50,151 | (5) |
| 5,428,579 |
| ||||||||||||||||||
Chairman, President, | 2019 |
| 905,216 |
|
| - |
|
| 1,999,930 |
|
| - |
|
| 1,140,572 |
|
| - |
|
| 55,773 |
|
| 4,101,491 |
| 2021 |
| 939,666 |
| - |
| 1,999,885 |
| - |
| 1,995,000 |
| - |
| 40,512 |
|
| 4,975,063 |
| ||||||||||||||||||
and CEO | 2018 |
| 905,216 |
|
| - |
|
| 1,999,923 |
|
| - |
|
| 708,866 |
|
| - |
|
| 48,348 |
|
| 3,662,353 |
| 2020 |
| 940,032 |
| - |
| 1,999,970 |
|
|
| 1,663,334 |
| - |
| 52,661 |
|
| 4,655,997 |
| ||||||||||||||||||
Ram Shankar | 2020 |
| 403,077 |
|
| - |
|
| 265,912 |
|
| - |
|
| 281,520 |
|
| - |
|
| 15,953 | (6) |
| 966,462 |
| 2022 |
| 403,031 |
| - |
| 273,588 |
| - |
| 414,773 |
| - |
| 13,783 | (5) |
| 1,105,175 |
| ||||||||||||||||||
Chief Financial Officer | 2019 |
| 380,000 |
|
| - |
|
| 227,870 |
|
| - |
|
| 228,000 |
|
| - |
|
| 11,758 |
|
| 847,628 |
| 2021 |
| 391,001 |
| - |
| 273,607 |
| - |
| 293,250 |
| - |
| 18,265 |
|
| 976,123 |
| ||||||||||||||||||
| 2018 |
| 374,615 |
|
| - |
|
| 179,949 |
|
| - |
|
| 170,042 |
|
| - |
|
| 10,766 |
|
| 734,572 |
| 2020 |
| 403,077 |
| - |
| 265,912 |
| - |
| 281,520 |
| - |
| 15,953 |
|
| 966,462 |
| ||||||||||||||||||
James D. Rine Vice Chairman | 2020 |
| 542,115 |
|
| - |
|
| 1,081,806 |
|
| - |
|
| 881,145 |
|
| - |
|
| 47,063 | (6) |
| 2,552,129 |
| |||||||||||||||||||||||||||||||||||||
President and CEO of | 2019 |
| 485,000 |
|
| - |
|
| 484,911 |
|
| - |
|
| 515,313 |
|
| - |
|
| 40,448 |
|
| 1,525,672 |
| |||||||||||||||||||||||||||||||||||||
UMB Bank, n.a. | 2018 |
| 396,154 |
|
|
| 187,387 |
|
| - |
|
| 278,775 |
|
| - |
|
| 35,870 |
|
| 898,286 |
| |||||||||||||||||||||||||||||||||||||||
James Cornelius | 2020 |
| 405,385 |
|
| - |
|
| 240,447 |
|
| - |
|
| 447,187 |
|
| - |
|
| 17,688 | (6) |
| 1,110,707 |
| |||||||||||||||||||||||||||||||||||||
President of Institutional | 2019 |
| 370,000 |
|
| - |
|
| 184,951 |
|
| - |
|
| 346,875 |
|
| - |
|
| 13,708 |
|
| 915,534 |
| |||||||||||||||||||||||||||||||||||||
Banking, UMB Bank, n.a. | 2018 |
| 364,615 |
|
| - |
|
| 174,889 |
|
| - |
|
| 382,950 |
|
| - |
|
| 12,516 |
|
| 934,970 |
| |||||||||||||||||||||||||||||||||||||
James D. Rine | 2022 |
| 601,501 |
| - |
| 695,498 |
| - |
| 1,051,650 |
| - |
| 58,604 | (5) |
| 2,407,253 |
| |||||||||||||||||||||||||||||||||||||||||||
Vice Chairman; President and | 2021 |
| 551,539 |
| - |
| 668,670 |
| - |
| 1,001,700 |
| - |
| 48,188 |
|
| 2,270,097 |
| |||||||||||||||||||||||||||||||||||||||||||
CEO of UMB Bank, n.a. | 2020 |
| 542,115 |
| - |
| 1,081,806 |
| - |
| 881,145 |
| - |
| 47,063 |
|
| 2,552,129 |
| |||||||||||||||||||||||||||||||||||||||||||
Shannon A. Johnson | 2020 |
| 379,038 |
|
| - |
|
| 218,942 |
|
| - |
|
| 361,350 |
|
| - |
|
| 15,673 | (6) |
| 975,003 |
| 2022 |
| 395,617 |
| - |
| 664,201 |
| - |
| 470,106 |
| - |
| 21,681 | (5) |
| 1,551,605 |
| ||||||||||||||||||
Executive Vice President | 2021 |
| 372,693 |
| - |
| 255,393 |
| - |
| 450,000 |
| - |
| 15,777 |
|
| 1,093,863 |
| |||||||||||||||||||||||||||||||||||||||||||
and Chief Administrative Officer |
|
|
|
|
|
|
|
|
| 2020 |
| 379,038 |
| - |
| 218,942 |
| - |
| 361,350 |
| - |
| 15,673 |
|
| 975,003 |
| ||||||||||||||||||||||||||||||||||
Nikki F. Newton | 2022 |
| 399,159 |
| - |
| 595,607 |
| - |
| 409,244 |
| - |
| 39,180 | (5) |
| 1,443,190 |
| |||||||||||||||||||||||||||||||||||||||||||
President, Private Wealth | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Management, UMB Bank, n.a. |
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | The salary earned in fiscal year 2020 is higher than the base amount because an extra pay period occurred (27 pay periods versus 26) during fiscal year 2020. |
| (2) | These amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Information about the assumptions made in the valuation of equity awards is included in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, |
| (3) | These amounts |
|
These amounts include UMB’s match and allocation of forfeitures under the Profit-Sharing Plan |
This amount includes perquisites and other personal benefits, such as: (A) an automobile allowance for |
48
and (F) the costs of spousal attendance, and a tax gross up for the taxable amount of the expenses related to, attendance at a sales award trip for Messrs. Rine ($5,547 and $4,588, respectively) and Newton ($7,103 and $3,076, respectively) and Ms. Johnson ($5,325 and $2,303, respectively). |
20202022 GRANTS OF PLAN-BASED AWARDS
This table summarizes each grant of an award made to a NEO in 20202022 under the 20202022 Short-Term Program and the 20202022 Long-Term Program. These plans and the grants in 20202022 are discussed in more detail in “Compensation Discussion and Analysis” earlier in this proxy statement.Proxy Statement.
| Name | Grant Date | Estimated ($) (1) | Estimated Future Payouts under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (3) | Grant ($) | Grant Date | Estimated ($) (1) | Estimated Future Payouts under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (3) | Grant ($) | ||||||||||||||||||||||||||||||||||||||||||||||
| Threshold (#) | Target (#) | Maximum (#) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||||||||||
J. Mariner Kemper | 2/11/20 | 950,477 | 8,789 | 17,577 | 35,154 | 11,718 | 1,999,970 | 2/11/22 | 1,050,000 | 7,287 | 14,573 | 29,146 | 9,715 | 2,499,964 | ||||||||||||||||||||||||||||||||||||||||||
Ram Shankar | 2/11/20 | 234,600 | 1,169 | 2,337 | 4,674 | 1,558 | 265,912 | 2/11/22 | 243,984 | 797 | 1,595 | 3,190 | 1,063 | 273,588 | ||||||||||||||||||||||||||||||||||||||||||
James D. Rine | 2/11/20 | 481,500 | 2,557 | 5,114 | 10,228 | 3,409 | 581,865 | 2/11/22 | 584,250 | 2,027 | 4,054 | 8,108 | 2,703 | 695,498 | ||||||||||||||||||||||||||||||||||||||||||
Shannon A. Johnson | 2/11/22 | 261,170 | 765 | 1,530 | 3,060 | 1,020 | 262,471 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 7,323 | (4) | 7,323 | (4) | 14,646 | (4) | 499,941 | 7/29/22 | 2,220 | (4) | 4,439 | (4) | 8,878 | (4) | 401,730 | ||||||||||||||||||||||||||||||||||||||||||
James Cornelius | 2/11/20 | 298,125 | 1,057 | 2,113 | 4,226 | 1,409 | 240,447 | |||||||||||||||||||||||||||||||||||||||||||||||||
Shannon A. Johnson | 2/11/20 | 219,000 | 962 | 1,924 | 3,848 | 1,283 | 218,942 | |||||||||||||||||||||||||||||||||||||||||||||||||
Nikki F. Newton | 2/11/22 | 242,156 | 560 | 1,120 | 2,240 | 748 | 192,067 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 7/29/22 | 4,439 | (4) | 403,540 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | Except where noted, these amounts reflect the target award levels approved by the Compensation Committee on February 11, |
| (2) | These numbers reflect grants of Performance Units made under the Omnibus Plan in |
| (3) | These numbers reflect grants of Service Units made under the Omnibus Plan in |
| (4) | As previously disclosed, |
20202022 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
This table summarizes unexercised options, stock that has not vested, and equity incentive-plan awards for each NEO outstanding as of December 31, 2020.2022. The market value of each stock award was computed by multiplying the closing market price of UMB stock on December 31, 2020,30, 2022, by the applicable number of shares of UMB stock shown in the table for the award.
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number (1) | Market that Not ($) | Equity (#) | Equity Awards Value of | |||||||||||||||||||||||||||
J. Mariner Kemper | 17,811 | 45.58 | 1/1/2023 | |||||||||||||||||||||||||||||||||
| 32,233 | 57.40 | 1/1/2024 | ||||||||||||||||||||||||||||||||||
| 43,933 | 51.42 | 2/11/2025 | ||||||||||||||||||||||||||||||||||
| 45,454 | 47.68 | 2/5/2026 | ||||||||||||||||||||||||||||||||||
| 20,973 | 6,991 | (2) | 75.25 | 2/2/2027 | 1,758 (3) | 121,251 | ||||||||||||||||||||||||||||||
| 5,790 (4) | 399,449 | 15,016 (5) | 1,035,954 | |||||||||||||||||||||||||||||||||
| 12,233 (6) | 843,942 | 17,894 (7) | 1,234,507 | |||||||||||||||||||||||||||||||||
| 11,800 (8) | 814,106 | 17,577 (9) | 1,212,637 | |||||||||||||||||||||||||||||||||
Ram Shankar | 1,834 | 612 | (2) | 75.25 | 2/2/2027 | 155 (3) | 10,680 | |||||||||||||||||||||||||||||
| 521 (4) | 35,934 | 1,351 (5) | 93,205 | |||||||||||||||||||||||||||||||||
| 1,393 (6) | 96,116 | 2,039 (7) | 140,671 | |||||||||||||||||||||||||||||||||
| 1,569 (8) | 108,242 | 2,337 (9) | 161,230 | |||||||||||||||||||||||||||||||||
James D. Rine | ||||||||||||||||||||||||||||||||||||
| 3,646 | 39.97 | 1/1/2022 | ||||||||||||||||||||||||||||||||||
| 3,198 | 45.58 | 1/1/2023 | ||||||||||||||||||||||||||||||||||
| 2,573 | 57.40 | 1/1/2024 | ||||||||||||||||||||||||||||||||||
| 2,579 | 51.42 | 2/11/2025 | ||||||||||||||||||||||||||||||||||
| 2,921 | 47.68 | 2/5/2026 | ||||||||||||||||||||||||||||||||||
| 1,834 | 612 | (2) | 75.25 | 2/2/2027 | 155 (3) | 10,680 | ||||||||||||||||||||||||||||||
| 543 (4) | 37,489 | 1,407 (5) | 97,069 | |||||||||||||||||||||||||||||||||
| 2,965 (6) | 204,571 | 4,339 (7) | 299,348 | |||||||||||||||||||||||||||||||||
| 3,433 (8) | 236,840 | 5,114 (9) | 352,815 | |||||||||||||||||||||||||||||||||
| 7,323 (10) | 505,214 | |||||||||||||||||||||||||||||||||||
James Cornelius | 786 | 57.40 | 1/1/2024 | |||||||||||||||||||||||||||||||||
| 1,757 | 51.42 | 2/11/2025 | ||||||||||||||||||||||||||||||||||
| 1,578 | 47.68 | 2/5/2026 | ||||||||||||||||||||||||||||||||||
| 1,467 | 490 | (2) | 75.25 | 2/2/2027 | 124 (3) | 8,558 | ||||||||||||||||||||||||||||||
| 508 (4) | 35,012 | 1,313 (5) | 90,584 | |||||||||||||||||||||||||||||||||
| 1,131 (6) | 78,029 | 1,655 (7) | 114,178 | |||||||||||||||||||||||||||||||||
| 1,419 (8) | 97,890 | 2,113 (9) | 145,776 | |||||||||||||||||||||||||||||||||
| Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number (1) | Market that Not ($) | Equity (#) | Equity Awards Value of | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Number (1) | Market that ($) | Equity (#) | Equity Awards Value of | ||||||||||||||||||||||||||||||||||||||||||||||||
J. Mariner Kemper | 27,964 | 75.25 | 2/2/2027 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3,147 | (2) | 262,845 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6,002 | (3) | 501,300 | 17,577 | (4) | 1,468,031 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10,189 | (5) | 850,985 | 15,284 | (6) | 1,276,520 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9,715 | (7) | 811,397 | 14,573 | (8) | 1,217,137 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ram Shankar | 359 | (2) | 30,004 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 798 | (3) | 66,653 | 2,337 | (4) | 195,186 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1,394 | (5) | 116,427 | 2,091 | (6) | 174,640 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1,063 | (7) | 88,782 | 1,595 | (8) | 133,214 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
James D. Rine | 763 | (2) | 63,762 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1,747 | (3) | 145,930 | 5,114 | (4) | 427,121 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7,323 | (4) | 611,617 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3,407 | (5) | 284,553 | 5,110 | (6) | 426,787 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2,703 | (7) | 255,755 | 4,054 | (8) | 338,590 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shannon A. Johnson | 461 | 39.97 | 2/10/2022 | 1,036 | 57.40 | 1/1/2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 385 | 45.07 | 1/1/2022 | 2,709 | 51.42 | 2/11/2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 834 | 45.58 | 1/1/2023 | 2,967 | 47.68 | 2/5/2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1,036 | 57.40 | 1/1/2024 | 1,712 | 75.25 | 2/2/2027 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2,709 | 51.42 | 2/11/2025 | 225 | (2) | 18,782 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2,967 | 47.68 | 2/5/2026 | 658 | (3) | 54,984 | 1,924 | (4) | 160,692 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1,284 | 428 | (2) | 75.25 | 2/2/2027 | 109 (3) | 7,496 | 1,301 | (5) | 108,660 | 1,952 | (6) | 163,031 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 376 (4) | 25,959 | 976 (5) | 67,334 | 1,020 | (7) | 85,190 | 1,530 | (8) | 127,786 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 870 (6) | 60,011 | 1,274 (7) | 87,893 | 4,439 | (9) | 370,745 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nikki F. Newton | 563 | (3) | 47,006 | 1,647 | (4) | 137,557 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1,292 (8) | 89,136 | 1,924 (9) | 132,737 | 955 | (5) | 79,762 | 1,432 | (6) | 119,601 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 746 | (7) | 62,306 | 1,120 | (8) | 93,542 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4,459 | (10) | 372,416 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
50
| (1) |
|
| (2) | These are |
| (3) | These are |
| (4) | These are |
|
These are |
These are |
These are |
These are |
| (9) | These are Performance Units that will vest as to service under the Omnibus Plan on June 30, 2025, and will be earned to the extent that the performance standard is achieved. |
| (10) | These are |
20202022 OPTION EXERCISES AND STOCK VESTED
This table summarizes each exercise of stock options, stock appreciation rights, and similar instruments and each vesting of stock (including restricted stock, restricted stock units, and similar instruments) during 20202022 for each of the Named Executive Officers on an aggregated basis.
| Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||||||||||||||
| Name | Number of (#) | Value Realized on ($) | Number of (#) (1) | Value ($) | Number of Shares Acquired on Exercise (#) | Value Realized on ($) | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) | ||||||||||||||||||||
J. Mariner Kemper | 33,620 | 834,349 | 25,853 | 1,715,953 | - | - | 38,873 | 4,013,742 | ||||||||||||||||||||
Ram Shankar | - | - | 1,881 | 123,788 | - | - | 4,472 | 461,630 | ||||||||||||||||||||
James D. Rine | 2,094 | 40,645 | 2,271 | 149,330 | - | - | 9,278 | 957,397 | ||||||||||||||||||||
James Cornelius | - | - | 1,956 | 130,070 | ||||||||||||||||||||||||
Shannon A. Johnson | 834 | 29,415 | 2,978 | 307,393 | ||||||||||||||||||||||||
Shannon A. Johnson | 604 | 15,866 | 1,638 | 108,836 | ||||||||||||||||||||||||
Nikki F. Newton | - | - | 562 | 57,847 | ||||||||||||||||||||||||
51
| (1) | These numbers include shares acquired through the reinvestment of dividends or distributions on restricted |
20202022 NONQUALIFIED DEFERRED COMPENSATION
UMB maintains a deferred compensation plan that permits the Named Executive Officers and other specified participants, at their option, to defer a portion of their compensation payable for a calendar year until retirement, termination, or the occurrence of another specified event. UMB has an unsecured obligation to pay each deferred amount at the applicable time together with a rate of return equal to the yield produced by a mutual fund selected by the participant from among those available under the Profit-Sharing Plan. UMB does not match any amount that a participant may choose to defer. If a participant has an account that terminates upon retirement under the plan, the participant may choose to have the benefit paid out in a lump sum or in installments over two to ten years. Specified date accounts are paid in a lump sum or in installments, as elected by the participant, over two to five years. If employment is terminated other than through retirement, the amounts in all accounts are paid in a lump sum.
| Name | Executive Contributions in Last FY ($) (1) | Aggregate ($) (1) | Aggregate Distributions | Aggregate (2) | Executive | Aggregate ($) | Aggregate | Aggregate (2) | ||||||||||||||||||||
J. Mariner Kemper | - | - | - | - | - | - | - | - | ||||||||||||||||||||
Ram Shankar | 106,062 | 62,566 | - | 332,415 | 174,070 | (142,119) | - | 602,163 | ||||||||||||||||||||
James D. Rine | 154,593 | 79,676 | (192,659 | ) | 580,850 | - | (110,991) | (317,278) | 389,989 | |||||||||||||||||||
James Cornelius | - | - | - | - | ||||||||||||||||||||||||
Shannon A. Johnson | - | - | - | - | ||||||||||||||||||||||||
Shannon A. Johnson | - | - | - | - | ||||||||||||||||||||||||
Nikki F. Newton | - | - | - | - | ||||||||||||||||||||||||
| (1) | Amounts reported in the contributions column above were reported as compensation in the |
| (2) | Amounts reported in the aggregate balance column for |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Payments upon Termination
All of the Named Executive Officers are employees at will and may be terminated at any time. No NEO is entitled to receive any payment or award upon termination, except as described in this section in circumstances involving death, disability, qualified retirement, or a change in control of UMB.UMB, death or disability, or a qualified retirement. Each of these payments and awards is available to all participants in the applicable plan. Any additional payment or benefit that a NEO would receive in the ordinary course is available generally to all of UMB’sUMB associates.
Change in Control
The Short-Term Incentive Plan includes provisions for accelerating the vesting of incentive cash awards under those plans in the event of a change in control of UMB.control. The Compensation Committee concluded that the use of this single trigger was appropriate for awards under this plan in order to assure the Named Executive Officers—who would not have authority over the decision to effect a change in control but who would be needed to successfully implement it—would not be adversely affected by the change in control. The Omnibus Plan requires a termination of service with the successor company without cause or for good reason within 24 months following the change in control before any equity awards could be accelerated. Any equity awards granted under our terminated long-term incentive compensation plan (the “Long-Term Incentive Plan”) are under a single trigger.
Short-Term Incentive Compensation
The Short-Term Incentive Plan provides that, if a change in control of UMB were to occur, any award for a completed performance period would be immediately payable in cash based on actual results. If the change in control were to occur before the performance period has ended, applicable performance standards would be adjusted to reflect the shortened period, and awards would be immediately payable in cash on a prorated basis based on actual results. Discretionary reductions in these awards would not be allowed in the event of a change in control.
Options
UnderIn the Long-Term Incentive Plan, unvested Optionsevent of a change in control, if the successor company does not assume or provide a substitute for the equity awards, the restrictions on any Service Units shall lapse and the Services Unit will become fully vested on the date of the change in control. Additionally, Performance Units would accelerate and vest immediately ifto the extent that the relevant performance standard, which typically covers a multi-year period, has been met on the date of the change in control. If the successor company in a change in control of UMB were to occur. As of December 31, 2020, unvested Options were outstandingtransaction does assume or provide a substitute for our NEOs; however, as of the date of this proxy statement, all outstanding Options have vested.
Restricted Shares and Units; Performance Shares and Units
Service Shares granted under the Long-Term Incentive Plan would accelerate and vest immediately upon a change in control of UMB. Service Shares andequity awards, Service Units under the Omnibus Plan would only accelerate if an NEO’sa recipient’s employment terminates without cause or for good reason (as defined by the plan) within 24 months following the change in control. Additionally, Performance Units would only vest if an NEO’s employment terminated without cause of for good reason within 24 months following the change in control. Performance Shares and Performance Units under the Omnibus Plan vest the same way under their respective plans,control, but only to the extent that the relevant performance standard, which typically covers a multi-year period, has been met by the date of the change in control. As of December 31, 2020, no Performance Shares remained unvested under the Long-Term Incentive Plan.
Change in Control Table
The Named Executive Officers would have been entitled to the following payments or value had a change in control of UMB occurred on December 31, 2020.2022.
| Name | Cash Payments ($) (1) | Acceleration of Units ($) (2) | Vested Options ($) (3) | Total Change in ($) | Cash Payments ($) (1) | Acceleration of Restricted Units ($) (2) | Total Change in Control ($) | |||||||||||||||||||||
J. Mariner Kemper | 950,477 | 4,577,807 | 2,531,064 | 8,059,348 | 1,050,000 | 8,915,703 | 9,965,703 | |||||||||||||||||||||
Ram Shankar | 234,600 | 511,203 | - | 745,803 | 243,984 | 1,150,412 | 1,394,396 | |||||||||||||||||||||
James D. Rine | 481,500 | 941,269 | 318,053 | 1,740,822 | 584,250 | 3,937,760 | 4,522,010 | |||||||||||||||||||||
James Cornelius | 298,125 | 455,312 | 73,607 | 827,044 | ||||||||||||||||||||||||
Shannon A. Johnson | 261,170 | 1,009,236 | 1,270,406 | |||||||||||||||||||||||||
Shannon A. Johnson | 219,000 | 373,443 | 164,943 | 757,386 | ||||||||||||||||||||||||
Nikki F. Newton | 242,156 | 781,239 | 1,023,395 | |||||||||||||||||||||||||
| (1) | These are the amounts that would have been payable by the Company in a single, lump-sum payment under the |
53
| (2) | For Service |
|
Death or Disability
AwardsEquity awards may accelerate and vest under the Long-Term IncentiveOmnibus Plan in specified cases of death or disability. The Compensation Committee concluded that these provisions are required by market considerations in attracting and retaining talent and are appropriate.
Short-Term Incentive Compensation
Each of the NEOs must be employed by UMB or one of its subsidiaries on the last day of the performance period to be eligible for an award under the 2020 Short-Term Program.
Options
Under the Long-Term Incentive Plan and Omnibus Plan, unvested Options would accelerate and vest immediately in the case of death or permanent and total disability. As previously noted, as of December 31, 2020, unvested Options were outstanding for our NEOs; however, as of the date of this proxy statement, all outstanding Options have vested.
Restricted Shares and Performance Shares
Service Shares and Service Units granted under the Long-Term Incentive Plan and the Omnibus Plan would accelerate and vest immediately in the case of death or permanent and total disability. Performance Units under the Omnibus Plan would accelerate and vest to the extent that the Performance Units would have vested if the date of death was the last day of the performance period prorated by the percentage of calendar quarters of the performance period that had been completed prior to the date of death. No Performance Shares granted under the Long-Term Incentive Plan remained outstanding as of December 31, 2020.
Death-or-Disability Table
Under the Long-Term Incentive Plan and the Omnibus Plan, theThe Named Executive Officers would have been entitled to the following payments or value had an applicable event of death or disability occurred on December 31, 2020.2022.
| Name | Cash Payment ($) | Vested Options ($) (1) | Acceleration of Units ($) (2) | Total Death and Disability ($) | ||||||||||
J. Mariner Kemper | - | 2,531,064 | 4,696,140 | 7,227,204 | ||||||||||
Ram Shankar | - | - | 520,791 | 520,791 | ||||||||||
James D. Rine | - | 318,053 | 959,894 | 1,277,947 | ||||||||||
James Cornelius | - | 73,607 | 460,443 | 534,050 | ||||||||||
Shannon A. Johnson | - | 164,943 | 373,880 | 538,823 | ||||||||||
| Name | Cash Payment ($) | Acceleration of ($) (1) | ||||
J. Mariner Kemper | - | 7,329,341 | ||||
Ram Shankar | - | 950,215 | ||||
James D. Rine | - | 3,432,388 | ||||
Shannon A. Johnson | - | 815,871 | ||||
Nikki F. Newton | - | 641,591 | ||||
| (1) | For |
|
Qualified Retirement
Upon a “qualified retirement,” certainCertain equity awards under the Long-Term Incentive Program and the Omnibus Program may be eligible for acceleration. Under the Long-Term Incentive Program, qualified retirement is generally retirement at age 60 or more with 10 or more years of service to the Company (the “60/10 Ruleacceleration upon a “qualified retirement.”). Under the Omnibus Plan, qualified retirement is defined as a termination prior to the applicable settlement date but at least one year following the grant date, with such termination due either to an involuntary termination as a result of the elimination of the associate’s position or to the associate’s voluntary termination on or after reaching the later of (i) age 65 plus 5 years of service or (ii) a combination of age and years of service of 75 or more.
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In recognition that while under the Long-Term
Incentive Program, Mr. Cornelius could, in the future, be eligible for a “qualified retirement” but under the Omnibus Plan, he would likely never experience a “qualified retirement,” the Compensation Committee determined that grants made to Mr. Cornelius under the Omnibus Program in 2019 and 2020 would utilize the 60/10 Rule. In making this determination, the Compensation Committee considered Mr. Cornelius’s many years of exemplary service to the Company and the resulting retention benefit.
Short-Term Incentive Compensation
Each of the NEOs must be employed by UMB or one of its subsidiaries on the last day of the performance period to be eligible for an award under the 2020 Short-Term Program.
Options
Under the Long-Term Incentive Program, unvested Options would accelerate and vest immediately in the caseevent of a qualified retirement. Under the Omnibus Plan, unvested Options may accelerate and become vested to the extent approved by the Compensation Committee and set forth in the applicable award agreement.
Service Shares,retirement, Service Units Performance Shares and Performance Units
For the 2018 Service Share awards granted under the Long-Term Incentive Plan, upon the qualified retirement of a Named Executive Officer, but subject to the Compensation Committee’s approval, each applicable tranche of an award would accelerate and vest immediately on a proportional basis. This would be computed by dividing the number of full years of the Named Executive Officer’s continuous service after the grant date for the tranche by the number of full years of continuous service required for the tranche to vest.
Service Units issued under the Omnibus Plan are eligible for acceleration and vesting in cases of qualified retirement only to the extent approved by the Compensation Committee and set forth in the applicable award agreement.
For Service Units under the Omnibus Plan in 2019 and 2020, despite a Named Executive Officer’s earlier qualified retirement, the Named Executive Officer would become vested in the remaining unvested Service Share units proportionately on the three settlement dates set forth in the award agreement, which are two, three and four years, respectively, following the grant date.
Performance Units issued under the Omnibus Plan are eligible for acceleration and vesting in cases of qualified retirement only to the extent approved by the Compensation Committee and set forth in the applicable award agreement. Performance Units issued under the Omnibus Plan in 2018 were not eligible for acceleration upon the grantee’s retirement.
For Performance Units issued under the Omnibus Plan in 2019 and 2020, despite the Named Executive Officer’s earlierevent of a qualified retirement a portion of the award would become vested in Performance Units that had been granted in a percentage amount equal to the (i) the number of performance unitsPerformance Units granted times (ii) the percentage of the performance vesting criteria that is determined by the Compensation Committee to have been achieved as of the end of the calendar quarter immediately preceding the date of the qualified retirement times (iii) the percentage of the performance vesting criteria that is determined by the Compensation Committee to have been achieved for the entire performance period. The Performance Units would vest and be paid as of the last day of the applicable performance period. For Performance Units issued under the Omnibus Plan in 2020, the Performance Period runs from January 1, 2020 through December 31, 2022.
As of December 31, 2020, the Named Executive Officers were not eligible for accelerated vesting due to a qualified retirement with respect to the Service Shares outstanding under the 2018 Long-Term Incentive Program.
With respect to the Named Executive Officers, only Mr.Messrs. Kemper and Rine would have been eligible to request accelerated vesting of Service Units and Performance Units issued under the Omnibus Plan awards from 20192020 and 2021 due to a qualified retirement. The value of the Service Units granted in 2020 and 2021 that would have been eligible for accelerated vesting was $204,571.$1,615,130 and $494,245 for Messrs. Kemper and Rine, respectively. The value of the Performance Units granted in 2020 that would have been eligible for accelerated vesting was $222,615.$2,936,062 and $2,077,476 for Messrs. Kemper and Rine, respectively. These values are based on (i) the closing price of UMB common stock on December 31, 2020;2022; (ii) forthe acceleration of 100% (twelve-twelfths) of those Performance Units; and (iii) the assumption that 200% of the performance standard had been achieved. The value of the Performance Units granted in 2021 that would have been eligible for accelerated vesting was $1,565,098 and $523,177 for Messrs. Kemper and Rine, respectively. These values are based on (i) the closing price of UMB common stock on December 31, 2022; (ii) the acceleration of 67% (eight-twelfths) of those units;Performance Units; and (iii) for Performance Units, the assumption that 111%183% of the performance standard had been achieved.
As of December 31, 2020,2022, none of the Service Units or Performance Units issued under the Omnibus Plan in 20202022 were eligible for accelerated vesting due to a qualified retirement of a Named Executive Officer.
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Core Pre-Provision Net Revenue (“Core PPNR”)—a Short-Term Incentive Compensation Plan Financial Measure | Net Charge-Offs Divided by Average Loans (“NCOs”)—a Short-Term Incentive Compensation Plan Financial Measure | |
Earnings per Share (“EPS”)—a Long-Term Incentive Program Financial Measure | Average Return on Tangible Common Equity (“ROTCE”) over the Three-Year Performance Period—a Long-Term Incentive Program Financial Measure |
Pay Versus Performance Table | ||||||||||||||||||||||||||||||||
Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (2) | Value of Initial Fixed $100 Investment Based On: | Net Income ($ in millions) | Core PPNR (Company- Selected Measure) ($ in millions) | |||||||||||||||||||||||||
UMB Financial Corporation | S&P 500 Bank Index | |||||||||||||||||||||||||||||||
| 2022 | $ | 5,428,579 | $ | 3,837,418 | $ | 1,626,806 | $ | 1,260,086 | $ | 128.34 | $ | 94.38 | $ | 431.7 | $ | 510.3 | ||||||||||||||||
| 2021 | $ | 4,975,063 | $ | 10,809,136 | $ | 1,408,473 | $ | 2,322,534 | $ | 160.35 | $ | 116.82 | $ | 353.0 | $ | 438.1 | ||||||||||||||||
| 2020 | $ | 4,655,997 | $ | 6,346,146 | $ | 1,401,075 | $ | 1,581,586 | $ | 102.75 | $ | 86.25 | $ | 286.5 | $ | 350.8 | ||||||||||||||||
| (1) | In all the years in question, Mr. Kemper served as CEO. During 2022, our other NEOs consisted of Messrs. Shankar, Rine and Newton and Ms. Johnson. During 2021 and 2020, our other NEOs consisted of Messrs. Shankar, Rine and James Cornelius and Ms. Johnson. |
| (2) | To calculate CAP, the following amounts were deducted from and added to SCT total compensation : |
Year | SCT Total | Deductions From SCT Total i | Additions To SCT Total ii | CAP | ||||||||||||
| 2022 | $ | 5,428,579 | $ | 2,499,964 | $ | 908,803 | $ | 3,837,418 | ||||||||
| 2021 | $ | 4,975,063 | $ | 1,999,885 | $ | 7,833,958 | $ | 10,809,136 | ||||||||
| 2020 | $ | 4,655,997 | $ | 1,999,970 | $ | 3,690,119 | $ | 6,346,146 | ||||||||
Year | SCT Total | Deductions From SCT Total | Additions To SCT Total | CAP | ||||||||||||
| 2022 | $ | 1,626,806 | $ | 607,439 | $ | 240,719 | $ | 1,260,086 | ||||||||
| 2021 | $ | 1,408,473 | $ | 363,992 | $ | 1,278,053 | $ | 2,322,534 | ||||||||
| 2020 | $ | 1,401,075 | $ | 451,777 | $ | 632,288 | $ | 1,581,586 | ||||||||
| i. | Represents the grant date fair value of equity-based awards granted each year. We did not report a change in pension value for any of the years reflected in this table. |
| ii. | Reflects the value of equity calculated in accordance with SEC methodology for determining CAP for each year shown. The equity component of CAP for fiscal year 2022 is further detailed in the table below. |
Equity Type | Fair Value of Current Year Equity Awards at 12/31/2022 | Change in Value Of Prior Years’ Awards Unvested at 12/31/2022 | Change in Value Of Prior Years’ Awards That Vested in FY 2022 | Equity Value Included in CAP | ||||||||||||
PSUs | $ | 2,129,990 | $ | (1,484,660 | ) | $ | (76,861 | ) | $ | 568,469 | ||||||
RSUs | $ | 811,397 | $ | (436,853 | ) | $ | (34,210 | ) | $ | 340,334 | ||||||
Total | $ | 2,941,387 | $ | (1,921,513 | ) | $ | (111,071 | ) | $ | 908,803 | ||||||
Equity Type | Fair Value of Current Year Equity Awards at 12/31/2022 | Change in Value Of Prior Years’ Awards Unvested at 12/31/2022 | Change in Value Of Prior Years’ Awards That Vested in FY 2022 | Equity Value Included in CAP | ||||||||||||
PSUs | $ | 535,379 | $ | (326,764 | ) | $ | (8,216 | ) | $ | 200,399 | ||||||
RSUs | $ | 115,508 | $ | (67,732 | ) | $ | (7,456 | ) | $ | 40,320 | ||||||
Total | $ | 650,887 | $ | (394,496 | ) | $ | (15,672 | ) | $ | 240,719 | ||||||
To identify our new median employee, we examinedby examining the 2020
PROPOSAL #2—ADVISORY VOTE (NON-BINDING) ON THE COMPENSATION
PAID TO OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)
We are seeking a non-binding advisory vote to approve the compensation paid to our NEOs, as described in the “Compensation Discussion and Analysis” provisions of this proxy statement,Proxy Statement, and the accompanying tables. Although the vote is only advisory in nature, the Compensation and Governance Committees will consider the outcome of this vote when making future decisions regarding executive compensation. At the Company’s last advisory vote on the compensation paid to our named executive officers,Named Executive Officers, the shareholders represented at the meeting voted 96.4%97.8% in approval of such compensation.
The objectives supporting UMB’s executive compensation programs are described in detail within the “Compensation Discussion and Analysis” provisions of this proxy statementProxy Statement and should be reviewed carefully. The Company believes that its executive compensation programs closely align with its goals of incentivizing, developing and retaining innovative and skilled executives, and are in step with the long-term interests of its shareholders.
The Board recommends that shareholders vote FORthe approval of the compensation paid to our Named Executive Officers, as disclosed in the Compensation Discussion and Analysis,CD&A, the compensation tables and any related materials disclosed in this proxy statement.Proxy Statement.
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PROPOSAL #3—ADVISORY VOTE (NON-BINDING) ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS
Pursuant to Section 14A of the Exchange Act, at least once every six years we are required to submit for shareholder vote a non-binding resolution to determine whether the required periodic advisory (non-binding) shareholder vote on executive compensation should occur every one, two, or three years.
Although the Board has recommended that the shareholders should hold an advisory vote on executive compensation every year, you are not being asked to approve or disapprove the Board’s recommendation. You have four choices on this proposal: every year, every two years, every three years, or you may abstain from voting. The option that receives the highest number of votes cast by shareholders will be deemed to be the frequency of advisory votes on executive compensation that has been selected by the shareholders.
As previously noted, the vote cast by the shareholders is an advisory vote only. Shareholder selection of a one, two, or three-year frequency option will not require the Company to implement an advisory vote on executive compensation every one, two, or three years as the Compensation Committee is ultimately charged with determining the appropriate frequency of this advisory vote. However, the Board and the Compensation Committee do value the opinions of the Company’s shareholders as expressed through their votes and other communications. Although the resolution is non-binding, the Board and Compensation Committee will strongly consider the outcome of the frequency vote and other communications from shareholders when making future decisions regarding the frequency of say-on-pay votes.
The Company’s last advisory vote on this matter took place at the 2017 annual shareholder’s meeting. At that meeting, 57.82% of the shares voted were cast in favor of an annual voting cycle. Following that vote, the Compensation Committee adopted a one-year voting cycle.
After careful consideration and discussion, the Board is recommending an annual voting schedule for shareholder advisory votes on executive compensation. An annual voting schedule helps ensure the Board has the most recent feedback reasonably possible as it makes its annual compensation decisions and aligns the Company’s practices with those of most issuers.
The Board recommends that shareholders vote to hold the advisory vote on executive compensation every ONE year.
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PROPOSAL #4—RATIFICATION OF THE CORPORATE AUDIT COMMITTEE’S
ENGAGEMENT OF KPMG LLP AS
UMB’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 20212023
In September of 2014, the Audit Committee engaged KPMG LLP (“KPMG”) as the independent registered public accounting firm to audit UMB’s consolidated financial statements. The Audit Committee has decided to engage KPMG as the independent registered public accounting firm to audit the consolidated financial statements of UMB for fiscal year 2021,2023, and the Board is recommending that our shareholders ratify this engagement.
The Audit Committee, however, will retain sole authority over the appointment and replacement of UMB’s independent registered public accounting firm and will remain directly responsible for the compensation and oversight of UMB’s independent registered public accounting firm. As a result, despite any ratification of this engagement of KPMG by our shareholders, the Audit Committee will continue to be authorized to terminate the engagement at any time during the year, to retain another independent registered public accounting firm to audit the consolidated financial statements of UMB for fiscal year 2021,2023, or to take any other related action if judged by the Audit Committee to be in the best interests of UMB. If our shareholders do not ratify this engagement of KPMG, the Audit Committee will consider that action in its ongoing exercise of authority over the appointment, replacement, compensation, and oversight of UMB’s independent registered public accounting firm.
The Audit Committee has discussed and confirmed with KPMG its independence. The Audit Committee has determined as well that KPMG’s provision of professional services to UMB—including those described in the table set forth following this Proposal—was compatible with KPMG’s independence.
The Audit Committee may delegate to its Chair the authority to grant pre-approvals of audit and permissible non-audit services, provided that the decisions of the Chair are presented to the full Committee at the next scheduled meeting. All auditor services are otherwise approved by the Audit Committee.
KPMG has audited the consolidated financial statements of UMB as of and for the fiscal year ended December 31, 2020.2022. Representatives of KPMG are expected to be present at the Annual Meeting and will be afforded an opportunity to make a statement if they so desire. We also expect these representatives to be available to respond to appropriate questions.
The Board recommends that shareholders vote FORthe ratification of the Corporate Audit Committee’s engagement of KPMG LLP as UMB’s independent registered public accounting firm for 2021.2023.
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
The following table summarizes the aggregate fees (including related expenses) for professional services rendered by KPMG related to fiscal years ended December 31, 20202022 and 2019.2021.
| Fiscal years ended December 31, | Fiscal years ended December 31, | |||||||||||||||
| 2020 | 2019 (1) | 2022 | 2021 | |||||||||||||
Audit Fees | $ | 1,410,250 | $ | 1,476,357 | $ | 1,508,750 | $ | 1,352,900 | ||||||||
Audit-Related Fees | $ | 177,800 | $ | 52,800 | $ | 230,700 | $ | 28,700 | ||||||||
Tax Fees | $ | 1,500 | $ | 5,000 | $ | 2,000 | $ | 2,000 | ||||||||
All Other Fees | $ | 0 | $ | 0 | $ | 0 | $ | 49,880 | (3) | |||||||
Total | $ | 1,589,550 | $ | 1,534,157 | $ | 1,741,450 | $ | 1,433,480 | ||||||||
| (1) |
|
The nature of the services comprising “audit-related fees” in |
This fee reflects the Company’s subscription to state tax information reporting and withholding alert advisory services. |
| (3) | This fee is related to the undertaking of a Regulation AB assessment for the year 2021 and was updated from the amount disclosed in the Company’s 2021 proxy statement to reflect final amounts paid for services in connection with the assessment. |
REPORT OF THE CORPORATE AUDIT COMMITTEE
The Audit Committee exercises general oversight, on behalf of the Board, over the accounting, financial-reporting, and internal-control functions of UMB. The Audit Committee has sole authority over the appointment and replacement of UMB’s independent registered public accounting firm and is directly responsible for the compensation and oversight of UMB’s independent registered public accounting firm. 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 Chief Audit Executive. Other duties, responsibilities, and authorities of the Audit Committee are set forth in its charter, which has been approved by the Board and can be found in the Governance Documents menu at https:// investorrelations.umb.com then select “Governance Documents” under the heading “Overview.”
Management is primarily responsible for UMB’s accounting, financial-reporting, and internal-control functions and has represented to the Audit Committee that UMB’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles. The consolidated financial statements of UMB as of and for the fiscal year ended December 31, 2020,2022, were audited by KPMG as the independent registered public accounting firm.
The Audit Committee discussed the interim financial information contained in each quarterly earnings announcement with management, KPMG, and internal auditors—including in separate executive sessions—prior to the public release of each announcement. The Audit Committee has reviewed the audited consolidated financial statements of UMB as of and for the fiscal year ended December 31, 2020,2022, and has discussed them—including in separate executive sessions—with management, KPMG, and internal auditors.
The Audit Committee has reviewed and discussed with KPMG the matters required to be discussed by the applicable requirements ofAS 1301: Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board and the SEC.(which superseded Statement on Auditing Standards No. 61).
The Audit Committee has received the written disclosures and the letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence. The Audit Committee also has discussed and confirmed with KPMG its independence. The Audit Committee has determined as well that KPMG’s provision of non-audit services to UMB was compatible with KPMG’s independence.
Based on the reviews and discussions described in this report, the Audit Committee recommended to the Board, and the Board approved, the inclusion of UMB’s audited consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 20202022, for filing with the SEC.
The Audit Committee has decided to engage KPMG as the principal independent registered public accounting firm to audit UMB’s financial statements for fiscal year 2021.2023. This engagement is being presented to UMB’s shareholders for ratification as described in Proposal #3.#4.
Gordon E. Lansford III, Chair
Robin C. Beery
Kevin C. Gallagher
Timothy R. Murphy
Kris A. Robbins
As provided by SEC Regulation S-K, this Report of the Audit Committee is not deemed to be soliciting material or to be filed or incorporated by reference into any other filing by UMB under the Securities Act of 1933 as amended or the Exchange Act.
INFORMATION ABOUT THE DELIVERY OF PROXY MATERIALS
SEC rules allow the delivery of one proxy statement, annual report, or notice of internet availability of proxy materials, as applicable, to all shareholders who share an address if specified conditions are met. This is called “householding” and can minimize the costs involved in printing and delivering proxy materials as well as the associated impact on the environment. For eligible shareholders who share an address, we are sending only one proxy statement, annual report, or notice of internet availability, as applicable, to that address, unless we received instructions to the contrary from any shareholder at that address.
If you are the beneficial owner but not the record holder of UMB stock, your broker, bank, or other nominee may household our proxy statements, annual reports, or notices of internet availability, as applicable, for all shareholders at your address unless that nominee has received contrary instructions from one or more of the affected shareholders. If you want this householding to cease or if you want householding to commence, please notify your broker, bank, or other nominee.
If you share a household and would like a separate copy, or if you did not receive a separate copy of our proxy statement, annual report, or notice of internet availability, as applicable, we will promptly provide you with a separate copy if you request one by writing us at UMB Financial Corporation, Attention: Corporate Secretary, 1010 Grand Boulevard, Kansas City, Missouri 64106, or by calling us at (816) 860-7000 and asking for the Corporate Legal Department.
For a shareholder proposal to be considered for inclusion in our proxy materials for the 20222024 annual meeting of shareholders, we must receive the proposal in writing at our principal executive offices—UMB Financial Corporation, Attention: Corporate Secretary, 1010 Grand Boulevard, Kansas City, Missouri 64106—on or before November 16, 2021.15, 2023. We recommend that any shareholder proposal be delivered by means that provide proof of the date of delivery, such as certified mail (postage prepaid and return receipt requested). Please note that Rule 14a-8 of the Exchange Act addresses when we must include a shareholder proposal in our proxy materials, including eligibility and procedural requirements that apply to the proponent.
For any shareholder proposal that is not submitted for inclusion in our proxy materials under Rule 14a-8 of the Exchange Act (including any shareholder nomination), our Bylaws require that the proposing shareholder provide us with advance written notice. To be timely, the notice must be received by the Secretary at our principal executive offices (1) if the meeting is to be held on a day that is not more than 30 days from the anniversary of the previous year’s annual meeting, not later than the close of business on the 120th day and not earlier than the close of business on the 150th day before the date of the release of our proxy statement to shareholders in connection with the previous year’s annual meeting or (2) in any other case, not later than the close of business on the 10th day following the date when we provide notice or public disclosure of the date of the meeting. Our Bylaws also require that the proposing shareholder furnish specified information about the proponent and the proposal to afford us and other shareholders a reasonable opportunity to consider the business that is proposed to be brought before the meeting. Further, for nominations and proxy solicitations intending to be made pursuant to Rule 14a-19 of the Exchange Act, our Bylaws set forth additional obligations that the nominating shareholder must follow, including the provision of all notices required thereunder in a timely manner, and the solicitation of the holders of shares representing at least 67% of the shares entitled to vote on the election of directors in support of director nominees other than the Company’s nominees and otherwise complying with Rule 14a-19.For any shareholder proposal that is not submitted for inclusion in our proxy materials for the 20222024 annual meeting of shareholders under Rule 14a-8 of the Exchange Act (including any shareholder nomination) but that is sought to be presented directly at that annual meeting under our Bylaws, we must receive the proposal in writing at our principal executive offices—UMB Financial Corporation, Attention: Corporate Secretary, 1010 Grand Boulevard, Kansas City, Missouri 64106—not later than the close of business on November 16, 2021,15, 2023, and not earlier than the close of business on October 17, 2021.16, 2023. This includes notice of shareholder nominees for which proxies are intended to be solicited under Rule 14a-19. Otherwise, the proposal will be considered untimely under Rule 14a-5(e)(2) or Rule 14a-19 of the Exchange Act.Act, as applicable. In addition, with respect to nominations made under Rule 14a-19 of the Exchange Act, if any nominating shareholder, after providing the notices required thereunder, subsequently fails to comply with the requirements of Rule 14a-19 promulgated under the Exchange Act, then the Company shall disregard any proxies or votes solicited for such shareholder’s director nominees.
* * * * *
This proxy statementProxy Statement is provided to you by order of the Board of Directors.
John C. Pauls
Secretary
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. |   |
Your vote matters –
Your vote matters - here’s how to vote! You may vote online or by phone instead of mailing this card.
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
03RAUB
2023 Annual Meeting of Shareholders of UMB Financial Corporation will be held on April To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING ON APRIL 25, 2023 The undersigned hereby appoints J. Mariner Kemper, James Rine and Ram Shankar or any of them, with full power of substitution as proxies, to represent and vote all shares of Common Stock of UMB Financial Corporation, which the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on April 25, 2023, at 9:00 a.m., and any adjournment or postponement of the meeting. This proxy revokes all prior proxies given by the undersigned. Management knows of no other matters to be brought before the Annual Meeting; however, the persons named as proxy holders or their substitutes will vote in their discretion with respect to any other matters that are properly brought before the Annual Meeting or any adjournment or postponement of the meeting. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder or absent instruction, will be voted FOR all the director nominees listed in Proposal 1, FOR on Proposal 2 and 4 and for ONE year on Proposal 3. Unless authority to vote for any director nominee is withheld, authority to vote FOR such nominee will be deemed granted. In their discretion, the persons named as proxy holders or their substitutes are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side.)
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – -
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
The undersigned hereby appoints J. Mariner Kemper, James Rine and Ram Shankar or any of them, with full power of substitution as proxies, to represent and vote all shares of Common Stock of UMB Financial Corporation, which the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on April Management knows of no other matters to be brought before the Annual Meeting; however, the persons named as proxy holders or their substitutes will vote in their discretion with respect to any other matters that are properly brought before the Annual Meeting or any adjournment or postponement of the meeting. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder or absent instruction, will be voted FOR all the director nominees listed in Proposal 1, FOR on Proposal 2 and In their discretion, the persons named as proxy holders or their substitutes are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side.)
Important Notice Regarding the Availability of Proxy Materials for the UMB Financial Corporation Shareholder Meeting to be Held on April Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholder meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information and are available to you on the Internet or by mail. We encourage you to access and review the proxy materials before voting. The
When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.
UMB Financial Corporation’s Annual Meeting of Shareholders will be held on April Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommends a vote FOR all nominees,
PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must
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