DEF 14A of Umb Financial Corp
Filed Mar 14, 2025 · FY20240001193125-25-054504
Our Board of Directors
Our Board of Directors
Compensation Committee
| • | recommending to the Board the compensation of non-employee directors of UMB; |
2024 DIRECTOR COMPENSATION
2024 DIRECTOR COMPENSATION For their service on the Board during 2024, non-employee directors received an annual retainer of (1) $60,000 in cash and (2) fully vested UMB stock having, on the grant date, a value equal to $80,000. 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 2024, the Lead Director received an annual retainer of $35,000 in cash and the Chairs of each of the Committees receive an annual cash retainer in the following amounts: Audit Committee—$30,000, Compensation Committee—$20,000, Governance Committee—$17,500, and Risk Committee—$20,000. 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 $15,000, $10,000, $8,750 and $10,000, respectively. All cash retainers are paid quarterly and in arrears. The total compensation received by UMB’s non-employee directors for 2024 is reflected in the following table:
2024 DIRECTOR COMPENSATION
| Name (1) | Fees Earned or Paid in Cash ($) (2) | Stock Awards ($) (3) | Total ($) | | Robin C. Beery | 90,064 | 64,954 | 155,018 | | Janine A. Davidson | 78,814 | 64,954 | 143,768 | | Kevin C. Gallagher | 85,064 | 64,954 | 150,018 | | Greg M. Graves | 112,564 | 69,969 | 182,533 | | Gordon E. Lansford III | 100,064 | 64,954 | 165,018 | | Timothy R. Murphy | 85,064 | 64,954 | 150,018 | | Tamara M. Peterman | 78,814 | 64,954 | 143,768 | | Kris A. Robbins | 95,064 | 64,954 | 160,018 | | L. Joshua Sosland | 78,814 | 64,954 | 143,768 | | Leroy J. Williams, Jr. | 80,064 | 64,954 | 145,018 |
2024 DIRECTOR COMPENSATION
| (1) Reflects non-employee directors who served on the Board during 2024. Mses. Hopkins, Lazo and Murphy, and Messrs. Henderson and Schmidt joined the Board in January 2025 in connection with the HTLF acquisition. Information with respect to compensation paid to Mr. Kemper is included below under “Compensation Discussion & Analysis” and “Compensation Tables.” |
2024 DIRECTOR COMPENSATION
| (2) This column represents the total cash fees earned during 2024, including an amount equal to the stub cash portion of the equity retainer for 2024 that was paid during 2025. |
2024 DIRECTOR COMPENSATION
| (3) 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, 2024, filed with the SEC on February 27, 2025, under the heading “Accounting for Stock-Based Compensation,” in Note 1, Summary of Significant Accounting Policies, and in Note 11, Employee Benefits. The amount includes only the equity retainer earned in 2023 and issued on February 2, 2024, with a grant date value as set forth in the table above. |
PROPOSAL #1—ELECTION OF DIRECTORS
PROPOSAL #1—ELECTION OF DIRECTORS
Objectives of Our Compensation Program
| • | 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. |
Compensation Best Practices
| What We Do | | Our programs and practices seek to: | | ✓ Link a significant portion of variable compensation to Company and stock performance | | ✓ Employ a balanced compensation structure using fixed and variable, short-term and long-term, and cash and equity components | | ✓ Impose significant stock ownership guidelines for the CEO (6 times base salary) and NEOs (3 times base salary) | | ✓ Require an annual assessment of incentive compensation risk | | ✓ Be informed by an independent compensation consultant hired and overseen by the Compensation Committee | | ✓ Be subject to a comprehensive clawback policy that complies with SEC and NASDAQ requirements | | What We Don’t Do | | × No individual employment agreements or change-in-control agreements | | × No single-trigger change-in-control benefits | | × No excise tax gross-ups upon change-in-control | | × No hedging or short selling | | × No excessive perquisites |
The Role of the Compensation Consultant
The Role of the Compensation Consultant Our Compensation Committee engaged Aon’s Human Capital Solutions practice, a division of Aon (“Aon”) as its executive compensation consultant during 2024. In this capacity, Aon advised the Compensation Committee on the structure and design of our executive compensation program, including the amount and mix of compensation for 2024 and 2025, on the Company’s comparative peer group, on regulatory updates, and director compensation. While Aon reports to the Compensation Committee, it also works with the Company’s Human Resources Department and senior management to facilitate Compensation Committee work. Representatives of Aon attended all the meetings of the Compensation Committee in 2024 and thus far in 2025. The Compensation Committee considered factors relevant to Aon’s independence under SEC and NASDAQ rules and has determined that Aon is independent under these factors.
Use of Competitive Data
Use of Competitive Data In order to make market-informed decisions on compensation, the Compensation Committee relied on peer group compensation information provided by Aon. Aon provided the Compensation Committee with comparative analyses based on (1) proxy data from UMB’s identified peer group and (2) industry data from Aon’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 2024, which was the same peer group used by the Compensation Committee in 2023, included 15 companies:
Use of Competitive Data
| Associated Banc-Corp (ASB) | Hancock Whitney Corporation (HWC) | | BOK Financial Corporation (BOKF) | Old National Bancorp (ONB) | | Cadence Bank (CADE) | Pinnacle Financial Partners (PNFP) | | Columbia Banking System Inc. (COLB) | Prosperity Bancshares Inc. (PB) | | Commerce Bancshares Inc. (CBSH) | Synovus Financial Corporation (SNV) | | Cullen/Frost Bankers Inc. (CFR) | Trustmark Corporation (TRMK) | | F.N.B. Corporation (FNB) | Webster Financial Corporation (WBS) | | Fulton Financial Corporation (FULT) | |
Short-Term Cash Incentive Compensation
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 Executive Officers, including 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-term incentive compensation goals and awards are drivers of valuation and align with the Company’s strategy. They also align the Executive Officer’s financial interest with the interest of the Company because the awards are tied to the Executive Officer’s performance against established goals and are funded based on the performance of the Company and/or a business line. In February 2024, the Compensation Committee approved the use 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 also used in 2022 and 2023. 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 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 2024 annual short-term incentive compensation program (the “2024 STIP”), established a target short-term award pool that was weighted 80% to Core PPNR achievements and weighted 20% to NCO achievements, which were the same weightings used for these metrics in 2022 and 2023. The target amounts for Core PPNR and NCOs were established using the Company’s projected budget for 2024. The Compensation Committee has exclusive authority to determine the Core 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. Once the Core PPNR and NCOs are determined, the actual bonus pool is proportionally increased or decreased, based on the following chart with linear interpolation of the pool amounts falling between the levels set:
Short-Term Cash Incentive Compensation
| 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% | >$422.7 | 0% | | | 80% | $422.7 | 33.33% | | | 100% | $528.4 | 100% | | | 120% or Greater | $634.1 | 200% | | NCOs—20% Weight | Less than 80% | >0.32% | 0% | | | 80% | 0.32% | 33.33% | | | 100% | 0.27% | 100% | | | 120% or Greater | 0.22% | 200% |
Short-Term Cash Incentive Compensation
The Compensation Committee also employed a discretionary plan governor to the 2024 Program in which the Compensation Committee could make a discretionary reduction in the short-term award pool if, for 2024, the Company’s operating leverage fell below -4.0%, and it could make a discretionary increase to the short-term award pool if the Company’s operating leverage exceeded 0.0%. The operating leverage metrics were also established using the Company’s projected budget for 2024. Corporate Financial Performance Financial performance for 2024 was driven by the strong operating fundamentals that are the core of UMB’s business. The results demonstrated UMB’s continued focus on excellent credit quality metrics along with disciplined expense management. Additionally, continued momentum and new client acquisitions in many of the Company’s fee income businesses resulted in strong growth on both sides of the balance sheet. The Company earned Core PPNR of $622.3 million as a result of strong deposit growth, lower costs of deposits and increased fee income. As a result of UMB’s continued focus, NCOs were only 0.10% for 2024. UMB’s 2024 results compared to the 2024 STIP metrics are set forth in the table below.
Short-Term Cash Incentive Compensation
| 2024 STIP—CORPORATE FINANCIAL PERFORMANCE | | | | | | | | | | Financial Metric | Threshold | Target | Maximum | Actual | Score | Payout Percentage | Weight | Weighted Percentage | | Core PPNR ($ in millions) | $422.7 | $528.4 | $634.1 | $622.3 | 117.8% | 188.9% | 80% | 151.1% | | NCOs | 0.32% | 0.27% | 0.22% | 0.10% | >120.0% | 200.0% | 20% | 40.0% | | Final Funding Percentage (based on the funding calculation) | | | | | | | | 191.1% |
Short-Term Cash Incentive Compensation
The Compensation Committee determined that the Company’s operating leverage was 2.7% for 2024, which indicated that a positive discretionary adjustment could be considered to the 2024 short-term bonus pool. The Compensation Committee decided to make a positive discretionary adjustment of 4.8% due to the operational and financial outperformance for 2024, and the additional HTLF integration efforts. The table below reflects the final STIP funding pool, inclusive of the discretionary adjustment.
Short-Term Cash Incentive Compensation
| STIP DISCRETIONARY ADJUSTMENT | | | | | Leverage Target | Actual Leverage | Adjustment Indicator | Adjustment Amount | | -4% to 0% | 2.7% | Positive | 4.8% | | Final Funding Percentage (with adjustment) | | | 195.9% |
Short-Term Cash Incentive Compensation
2024 Final Payment Determination Each NEO’s individual target 2024 STIP award was established at the February 2024 Compensation Committee meeting as a percentage of their base salary as of December 31, 2024. The Compensation Committee increased the 2024 STIP target percentage for each of the NEOs to reflect their achievements, market considerations, and alignment with peers. In determining each Executive Officer’s (including each NEO’s) actual 2024 STIP award, the Compensation Committee considered the extent to which the NEO’s performance objectives were achieved and determined the level of 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 Executive Officers were evaluated by each Executive Officer’s manager, which was then presented and approved by the Compensation Committee. The maximum possible individual award under the 2024 STIP is 200% of the individual target award. The performance objectives for each of the NEOs are set forth in the table below.
Short-Term Cash Incentive Compensation
| Named Executive Officer | Performance Objectives | | 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. |
Short-Term Cash Incentive Compensation
| Named Executive Officer | Performance Objectives | | Ram Shankar | Objectives were tied to his (1) responsibility for planning, controlling, and directing UMB’s accounting and financial reporting systems, (2) ability to advise the CEO and other senior management regarding accounting and financial matters, and (3) management and advice on key, cross functional merger and acquisition deals and ongoing improvements to existing processes and procedures relating to merger and acquisition projects. | | James D. Rine | Objectives were tied to his (1) management, strengthening, and advancement of the performance and culture of the organization, (2) retention and development of direct reports, and (3) defense of core deposit funding. | | Shannon A. Johnson | Objectives were tied to her (1) management, strengthening, and advancement of the performance and culture of the organization, (2) retention and development of direct reports and their successors, and (3) oversight and development of enhanced strategic reporting strategies and the continual identification of improvements and efficiencies within corporate processes. | | Thomas S. Terry | Objectives were tied to his (1) maintenance of credit quality below a specified historical threshold, (2) development of borrower relationships, and (3) development of and succession planning for regional credit officers. |
Short-Term Cash Incentive Compensation
The Compensation Committee reviewed and discussed the objectives, evaluated the performance of each NEO in light of their objectives, and determined that each of the NEOs met or exceeded their performance objectives during the performance period. Additionally, the Compensation Committee considered the extraordinary time and effort expended by each of the NEOs to prepare the Company for the successful acquisition of HTLF. Further, Mr. Terry’s STIP award was increased to 200.0% of target to recognize his role in maintaining the outstanding credit quality of the Company. The final tabulations for the STIP awards are set forth below:
Short-Term Cash Incentive Compensation
| 2024 STIP AWARDS | | | | | Name | Annual Target Award | Individual Performance Percentage (from Target) | Total Cash Incentive Award | | J. Mariner Kemper | $1,351,875 | 195.9% | $2,648,323 | | Ram Shankar | $404,228 | 195.9% | $791,883 | | James D. Rine | $776,820 | 195.9% | $1,521,790 | | Shannon A. Johnson | $391,092 | 195.9% | $766,149 | | Thomas S. Terry | $300,236 | 200.0% | $600,472 |
Long-Term Incentive Compensation
Long-Term Incentive Compensation Long-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:
Long-Term Incentive Compensation
| • | Prohibition on liberal share recycling; |
Long-Term Incentive Compensation
| • | Fungible share pool; |
Long-Term Incentive Compensation
| • | Additional award limits for non-employee directors; |
Long-Term Incentive Compensation
| • | No automatic accelerations upon a change in control; and |
Long-Term Incentive Compensation
| • | Express prohibition on repricing or cashing out underwater options and stock appreciation rights. |
Long-Term Incentive Compensation
Long-term incentive compensation in 2024 for the NEOs took the form of service-based restricted share units (“Service Units”) and performance-based restricted share units (“Performance Units”). The Compensation Committee granted awards of Service Units that vested on a 3-year schedule in 2024 for retention purposes. This 3-year vesting schedule for the Service Units is also in line with the 3-year performance period of Performance Unit awards. Dividend equivalent units are accrued on the unvested Service Units and are distributed in UMB Shares to the same extent that the Service Units vests. No dividend equivalent units are accrued with respect to the Performance Units.
Long-Term Incentive Compensation
| 2024 Long-Term Incentive Awards | | | | | Award Type | Vesting Period | Rationale | Award Mix | | Service Units | Vests 1/3 each year on the anniversary of the grant date over a 3 year period | To promote retention of the employees, including NEOs | 40% | | Performance Units | Vests at the conclusion of the three-year performance period (2024-2026) based upon the achievement of performance metrics established by the Compensation Committee | 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% |
Long-Term Incentive Compensation
All equity awards are valued as of the grant date, using the fair market value of the underlying 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 excluding the impacts of accumulated other comprehensive income (“AOCI”) over the three-year performance period (“Adjusted ROTCE”). The Compensation 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 Adjusted ROTCE demonstrates UMB’s ability to efficiently allocate capital to generate profits. AOCI was excluded from the calculation of Adjusted ROTCE because average common equity can be inflated or deflated depending on unrealized gains or losses in the bond portfolio and results in no actual economic impact to the Company. Removing AOCI keeps the Adjusted ROTCE calculation neutral to volatility from interest rate movements and allows for more focus on core results. The 2024 performance thresholds for the 3-year EPS and Adjusted ROTCE were established using the budget that was approved by the Board in January 2024. The 2025 and 2026 target amounts were determined using management’s 3-year forecast. 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, confidential information. It has been our practice to disclose multi-year performance goals in full after the close of the applicable performance period. At the end of the performance period, the 3-year EPS and Adjusted ROTCE for the performance period are 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 Compensation 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 Adjusted 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 of 80% of each performance metric 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 200% of the Performance Units vesting. If actual performance related 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 total 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.
Long-Term Incentive Compensation
| 2024 LONG-TERM PAYOUTS | | | | | 3-Year Actual Performance as a Percentage of the Payout Metric | 2024 Long-Term Payout as a Percentage of the Payout | | Below Threshold Payout | Less than 80% | 0% | | Threshold Payout | 80% | 50% | | Target Payout | 100% | 100% | | Maximum Payout | 130% or Greater | 200% |
Long-Term Incentive Compensation
2024 Annual Long-Term Incentive Grant In February 2024, 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 NEOs were comprised of 40% Service Units and 60% Performance Units and are further detailed below. The Committee increased the value of the LTIP grants as a percentage of salary in 2024 for Messrs. Kemper, Shankar, and Terry and Ms. Johnson based on each NEO’s performance as well as the review of compensation metrics for similar roles within the peer group companies.
Long-Term Incentive Compensation
| 2024 ANNUAL LTIP EQUITY AWARD | | | | | Name | 2024 LTIP Percentage (as a percentage of salary) | Value of Service- Based Award | Value of Performance- Based Award | | J. Mariner Kemper | 275% | $1,100,000 | $1,650,000 | | Ram Shankar | 120% | $203,385 | $305,078 | | James D. Rine | 200% | $528,000 | $792,000 | | Shannon A. Johnson | 100% | $168,756 | $253,134 | | Thomas S. Terry | 75% | $124,925 | $187,387 |
Other Benefits and Perquisites
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 perquisites in moderation, 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 the Executive 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 work-related travel and associated expenses which could include spousal/guest participation. The Company also provides a limited perquisite to cover personal airfare expenses of its CEO and President, which the Company believes is in line with practices within our peer group. See “
No Employment Agreements
No Employment Agreements No NEO is a party to an employment agreement.
Equity Awards and Material
Equity Awards and Material
Information
Information Generally speaking, the Company has historically granted its annual equity awards to directors and eligible employees (including Executive Officers) using a predetermined schedule. Annual grants for directors have traditionally occurred at the first Friday following the Company’s release of 4th quarter earnings (typically late January or early February), and annual grants for employees (including Executive Officers) have historically occurred at the Compensation Committee’s scheduled meeting in early February, after the Board holds its first regular meeting of the year and earnings and other financial results for the prior year have been announced. Special grants, including in connection with the hiring or promotion of an officer, can be made at other times. Although allowed under the Company’s Omnibus Plan, the Company does not currently grant stock options to its directors or employees. The Compensation Committee does not time the disclosure of material non-public information, or the timing of equity award grants, for the purpose of affecting the value of executive compensation.
Performance Units Certified in January 2025 as Having Vested under the 2022 Long-Term Program
Performance Units Certified in January 2025 as Having Vested under the 2022 Long-Term Program In February 2022, the Compensation Committee approved the performance metrics for the issuance of Performance Units that were based 50% on a target 3-year EPS (2022, 2023, and 2024) of $23.26 and 50% on the Company’s average Adjusted ROTCE target of 10.80% over the 3-year performance period. The threshold, target and maximum payouts of the 2022 Performance Units are the same threshold, target, and maximum payouts which were used under the 2024 Long-Term Program described previously in this Proxy Statement in the table entitled “2024 Long-Term Payouts.” In January 2025, the Compensation Committee reviewed UMB’s financial results from 2022 through 2024 and certified the following results:
Performance Units Certified in January 2025 as Having Vested under the 2022 Long-Term Program
| 2022 LTIP—CORPORATE FINANCIAL PERFORMANCE | | | | | | | | | | Financial Metric | Threshold | Target | Maximum | Actual | Score | Payout Percentage | Weight | Weighted Percentage | | 3-YEAR EPS | $18.61 | $23.26 | $30.24 | $25.48 | 109.6% | 132.00% | 50% | 66.00% | | ADJUSTED ROTCE | 8.64% | 10.80% | 14.04% | 15.27% | 141.4% | 200.00% | 50% | 100.00% | | Final Payout % | | | | | | | | 166.00% |
Performance Units Certified in January 2025 as Having Vested under the 2022 Long-Term Program
Based on these conclusions, the NEOs received the following shares of Company stock free of restrictions and risk of forfeiture: (a) 24,191 shares to Mr. Kemper, (b) 2,647 shares to Mr. Shankar, (c) 6,729 shares to Mr. Rine, (d) 2,539 shares to Ms. Johnson, and (e) 1,862 shares to Mr. Terry.
Additional Payments or Benefits
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 Statement for additional information.
Post-Acquisition Peer Group
Post-Acquisition Peer Group In order to make appropriate market-informed decisions on compensation and orient with the growth resulting from the acquisition of HTLF in January of 2025, the Compensation Committee adopted a revised peer group to used by the Compensation Committee for compensation decisions following the acquisition (the “New Peer Group”) and is in the process of establishing compensation for fiscal year 2025. The New Peer Group was selected, with the assistance of Aon, by identifying a pool of potential peers with similar statistical characteristics as the Company post-acquisition. Each firm was then evaluated and removed or retained 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. Firms from the Company’s prior peer group were retained for consistency as reasonably appropriate. The resulting New Peer Group consists of the following 15 companies:
Post-Acquisition Peer Group
| BOK Financial Corporation (BOKF) | Regions Financial Corporation (RF) | | Columbia Banking System Inc. (COLB) | SouthState Corporation (SSB) | | Comerica Inc. (CMA) | Synovus Financial Corporation (SNV) | | Cullen/Frost Bankers Inc. (CFR) | Valley National Bancorp (VLY) | | First Horizon Corporation (FHN) | Webster Financial Corporation (WBS) | | Huntington Bancshares Inc. (HBAN) | Wintrust Financial Corporation (WTFC) | | KeyCorp. (KEY) | Zions Bancorp. N.A. (ZION) | | Old National Bancorp (ONB) | |
Amendments to 2023 and 2024 PSU Awards
Amendments to 2023 and 2024 PSU Awards Effective as of the acquisition of HTLF, the Compensation Committee approved certain amendments to the Performance Units granted to participants (including the NEOs) in 2023 and 2024 (the “2023 Performance Units” and “2024 Performance Units,” respectively). The 2023 Performance Units and 2024 Performance Units, as originally granted, were eligible to vest subject to achievement of certain earnings per share and average return on tangible common equity metrics measured using a three-year performance period. Following a review of the expected impact of the HTLF acquisition on such metrics, the Compensation Committee determined that the applicable performance metrics were no longer appropriate, given the inability to utilize the existing metrics due to the timing of the acquisition, and given further that the acquisition would impact the performance metrics in a manner not within the control of management. As a result, after discussions with Aon, the Compensation Committee waived the continued applicability of the performance-based vesting conditions for the 2023 Performance Units and 2024 Performance Units and converted such Performance Units into, effectively, awards of time-based Restricted Units (“RSUs”) that vest at the same time as the service conditions that applied to such Performance Units. The 2023 Performance Units and 2024 Performance Units were converted to RSUs assuming performance at 100.00% and 194.67% of target, respectively, which reflected the greater of target performance and actual performance through December 31, 2024. The Compensation Committee intends to resume its prior practice of granting a mix of RSUs and PSUs in 2025, as shown below. The following table outlines compensation actions taken by the Committee for each of the NEOs so far for fiscal year 2025, informed by the New Peer Group:
Amendments to 2023 and 2024 PSU Awards
| Executive | Base Salary | | | STIP | | LTIP Award | | | | 2024 as of 12/31/24 | 2025 | Increase | 2024 (Determined and Paid in February 2025) | 2025 (Determined and Paid in February 2026) | 2024 (Determined Fixed in February 2024) | 2025 (Determined and Fixed In February 2025) | | J. Mariner Kemper | $1,081,500 | $1,200,000 | 11.0% | $2,648,323 (195.9% of Target from a Target of 125% of 12/31/24 Salary) | Target of 150% of 12/31/25 Salary | Value of $2,750,000 | Value of $4,000,000 | | Ram Shankar | $449,142 | $550,000 | 22.5% | $791,883 (195.9% of Target from a Target of 90% of 12/31/24 Salary) | Target of 105% of 12/31/25 Salary | Value of $508,463 | Value of $696,170 | | James D. Rine | $706,200 | $800,000 | 13.3% | $1,521,790 (195.9% of Target from a Target of 110% of 12/31/24 Salary) | Target of 125% of 12/31/25 Salary | Value of $1,320,000 | Value of $1,624,260 | | Shannon A. Johnson | $434,547 | $550,000 | 26.6% | $766,149 (195.9% of Target from a Target of 90% of 12/31/24 Salary) | Target of 105% of 12/31/25 Salary | Value of $421,890 | Value of $673,547 | | Thomas S. Terry | $428,908 | $495,000 | 15.4% | $600,472 (200.0% of the Target from a Target of 70% of 12/31/24 Salary) | Target of 95% of 12/31/25 Salary | Value of $312,312 | Value of $428,908 |
Amendments to 2023 and 2024 PSU Awards
A detailed discussion of each NEO’s compensation for 2025 will be included in the proxy statement for our 2026 annual meeting of shareholders.
COMPENSATION POLICIES AND PRACTICES RELATING TO RISK MANAGEMENT
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 2025, 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 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.
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE This table summarizes the compensation of the Named Executive Officers for each of our last three completed fiscal years. Their compensation for 2024 is discussed in more detail in “Compensation Discussion and Analysis” earlier in this Proxy Statement.
2024 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (3) | Total ($) | | J. Mariner Kemper | 2024 | 1,074,232 | - | 2,749,911 | - | 2,648,323 | - | 157,888(4) | 6,630,354 | | Chairman and CEO | 2023 | 1,038,463 | - | 2,599,827 | - | 1,042,073 | - | 107,411 | 4,787,774 | | | 2022 | 988,464 | - | 2,499,964 | - | 1,890,000 | - | 50,151 | 5,428,579 | | Ram Shankar | 2024 | 443,276 | - | 508,396 | - | 791,883 | - | 8,150(4) | 1,751,705 | | Executive Vice President | 2023 | 419,778 | - | 284,570 | - | 237,685 | - | 3,483 | 945,516 | | and Chief Financial Officer | 2022 | 403,031 | - | 273,588 | - | 414,773 | - | 13,783 | 1,105,175 | | James D. Rine | 2024 | 695,539 | - | 1,319,951 | - | 1,521,790 | - | 85,426(4) | 3,622,705 | | Vice Chairman and President; | 2023 | 649,616 | - | 1,229,929 | - | 569,580 | - | 56,425 | 2,505,550 | | President and CEO of UMB | 2022 | 601,501 | - | 695,498 | - | 1,051,650 | - | 58,604 | 2,407,253 | | Bank, n.a. | | | | | | | | | | | Shannon A. Johnson | 2024 | 431,627 | - | 421,826 | - | 766,149 | - | 32,467(4) | 1,652,068 | | Executive Vice President | 2023 | 417,256 | - | 301,283 | - | 254,864 | - | 25,647 | 999,050 | | and Chief Administrative Officer | 2022 | 395,617 | - | 664,201 | - | 470,106 | - | 21,681 | 1,551,605 | | Thomas S. Terry | 2024 | 426,026 | - | 312,224 | - | 600,472 | - | 50,939(4) | 1,389,661 | | Chief Credit Officer | 2023 | 412,720 | - | 200,098 | - | 232,360 | - | 43,725 | 888,903 | | and Executive Vice President, UMB Bank, n.a. | | | | | | | | | |
2024 SUMMARY COMPENSATION TABLE
| (1) 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, 2024, filed with the SEC on February 27, 2025, under the heading “Accounting for Stock-Based Compensation” in Note 1, Summary of Significant Accounting Policies, and in Note 11, Employee Benefits. The value of Performance Units assumes that the performance target has been achieved, which was the probable outcome of the performance conditions at the time of grant. The grant date fair value of Performance Units granted in 2024 assuming maximum of target are as follows: Mr. Kemper ($3,299,958); Mr. Shankar ($610,075); Mr. Rine ($1,583,908); Ms. Johnson ($506,191); and Mr. Terry ($374,702). |
2024 SUMMARY COMPENSATION TABLE
| (2) These amounts are actual amounts that were earned during 2024 under the 2024 Short-Term Incentive Program and that were paid on February 20, 2025 for all Named Executive Officers. |
2024 SUMMARY COMPENSATION TABLE
| (3) These amounts include wellness incentive payments, remote work reimbursements, as well as other personal benefits that are available to all Company employees. |
2024 SUMMARY COMPENSATION TABLE
| (4) This amount includes perquisites and other personal benefits, such as: (A) an automobile allowance for Mr. Rine ($16,800); (B) country club and dining club membership fees for Messrs. Kemper ($28,152), Rine ($17,550) and Terry ($13,580); (C) the cost of professional financial-consulting services for Messrs. Shankar |
2024 SUMMARY COMPENSATION TABLE
| ($1,250), Rine ($700) and Terry ($3,500) and Ms. Johnson ($650); (D) an executive physical for Messrs. Kemper ($4,000) and Shankar ($4,250); (E) the costs related to the NEO’s attendance at, spousal airfare to (reported as the direct cost of the airfare), and a tax gross up for the taxable amount of the expenses related to attendance at, a sales award trip for Messrs. Kemper ($19,023, $1,068 and $15,714, respectively), Rine ($22,278, $2,469 and $20,371, respectively) and Terry ($20,415, $1,510 and $9,587, respectively) and Ms. Johnson ($19,533, $862 and $8,806, respectively); (F) for Mr. Kemper, the cost of personal air travel that was reimbursed by the Company of $62,189 (reported as the direct cost of airfare), $6,051 for air travel of family members in connection with business trips attended by Mr. Kemper, the aggregate incremental cost of which was determined using the Standard Industry Fare Level, and tax gross ups of $20,193 in connection with such travel, and (G) the cost of personal air travel (reported as the direct cost of the airfare) that was reimbursed by the Company for Mr. Rine ($3,917). |
2024 GRANTS OF PLAN-BASED AWARDS
2024 GRANTS OF PLAN-BASED AWARDS This table summarizes each grant of an award made to a NEO in 2024 under the 2024 Short-Term Incentive Program and the 2024 Long-Term Incentive Program. These plans and the grants in 2024 are discussed in more detail in “Compensation Discussion and Analysis” earlier in this Proxy Statement.
2024 GRANTS OF PLAN-BASED AWARDS
| Name | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock Awards ($) (4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | J. Mariner Kemper | | | | | | | | | | | Annual Incentive | | 0 | 1,351,875 | 2,703,750 | | | | | | | PSUs | 2/9/24 | | | | 10,102 | 20,203 | 40,406 | | 1,649,979 | | RSUs | 2/9/24 | | | | | | | 13,468 | 1,099,932 | | Ram Shankar | | | | | | | | | | | Annual Incentive | | 0 | 404,228 | 808,456 | | | | | | | PSUs | 2/9/24 | | | | 1,868 | 3,735 | 7,470 | | 305,037 | | RSUs | 2/9/24 | | | | | | | 2,490 | 203,358 | | James D. Rine | | | | | | | | | | | Annual Incentive | | 0 | 776,820 | 1,553,640 | | | | | | | PSUs | 2/9/24 | | | | 4,849 | 9,697 | 19,394 | | 791,954 | | RSUs | 2/9/24 | | | | | | | 6,465 | 527,997 | | Shannon A. Johnson | | | | | | | | | | | Annual Incentive | | 0 | 391,092 | 782,184 | | | | | | | PSUs | 2/9/24 | | | | 1,550 | 3,099 | 6,198 | | 253,095 | | RSUs | 2/9/24 | | | | | | | 2,066 | 168,730 | | Thomas S. Terry | | | | | | | | | | | Annual Incentive | | 0 | 300,236 | 600,472 | | | | | | | PSUs | 2/9/24 | | | | 1,147 | 2,294 | 4,588 | | 187,351 | | RSUs | 2/9/24 | | | | | | | 1,529 | 124,873 |
2024 GRANTS OF PLAN-BASED AWARDS
| (1) Except where noted, these amounts reflect the award levels approved by the Compensation Committee on February 9, 2024, under the 2024 Short-Term Incentive Program for all NEOs. Subject to the previously mentioned 80% thresholds for the plan funding, there are no thresholds at the individual level, and the maximum award is 200% of target for individuals under the STIP. The Compensation Committee has the discretion to increase or decrease each NEO’s compensation from the target award level shown based on bonus pool availability and the NEO’s individual performance. |
2024 GRANTS OF PLAN-BASED AWARDS
| (2) These numbers reflect grants of Performance Units made under the Omnibus Plan in 2024. |
2024 GRANTS OF PLAN-BASED AWARDS
| (3) These numbers reflect grants of Service Units made under the Omnibus Plan in 2024. |
2024 GRANTS OF PLAN-BASED AWARDS
| (4) 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, 2024, filed with the SEC on February 27, 2025, under the heading “Accounting for Stock-Based Compensation” in Note 1, Summary of Significant Accounting Policies, and in Note 11, Employee Benefits. The value of Performance Units assumes that the performance target has been achieved. |
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END This table summarizes unexercised options and stock awards that have not vested for each NEO outstanding as of December 31, 2024. The market value of each stock award was computed by multiplying the closing market price of UMB common stock on December 31, 2024, by the applicable number of shares of UMB common stock shown in the table for the award.
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Option Awards | Stock Awards | | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) (1) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights that Have Not Vested (#) | Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | J. Mariner Kemper | | | | 2,708(2) | 305,625 | | | | | | | | 5,122(3) | 578,069 | | | | | | | | 24,191(4) | 2,730,196 | | | | | | | | 7,956(5) | 897,914 | | | | | | | | 17,174(6) | 1,938,258 | | | | | | | | 13,644(7) | 1,539,873 | | | | | | | | 39,329(8) | 4,438,671 | | | | Ram Shankar | | | | 371(2) | 41,860 | | | | | | | | 561(3) | 63,348 | | | | | | | | 2,647(4) | 298,740 | | | | | | | | 872(5) | 98,391 | | | | | | | | 1,880(6) | 212,177 | | | | | | | | 2,523(7) | 284,701 | | | | | | | | 7,270(8) | 820,492 | | |
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Option Awards | Stock Awards | | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) (1) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights that Have Not Vested (#) | Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | James D. Rine | | | | 907(2) | 102,308 | | | | | | | | 1,426(3) | 160,938 | | | | | | | | 6,729(4) | 759,435 | | | | | | | | 3,764(5) | 424,839 | | | | | | | | 8,125(6) | 916,988 | | | | | | | | 6,550(7) | 739,177 | | | | | | | | 18,877(8) | 2,130,458 | | | | Shannon A. Johnson | 1,712 | 75.25 | 2/2/2027 | | | | | | | | | | 347(2) | 39,106 | | | | | | | | 538(3) | 60,753 | | | | | | | | 2,539(4) | 286,552 | | | | | | | | | | 8,878 (9) | 1,001,971 | | | | | | 923(5) | 104,192 | | | | | | | | 1,990(6) | 224,591 | | | | | | | | 2,093(7) | 236,216 | | | | | | | | 6,032(8) | 680,772 | | | | Thomas S. Terry | | | | 255(2) | 28,723 | | | | | | | | 394(3) | 44,512 | | | | | | | | 1,862(4) | 210,145 | | | | | | | | 1,576(10) | 177,856 | | | | | | | | 614(5) | 69,262 | | | | | | | | 1,322(6) | 149,201 | | | | | | | | 1,549(7) | 174,820 | | | | | | | | 4,465(8) | 503,919 | | |
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (1) Dividend equivalent units are accrued on the unvested Service Units and are distributed in UMB Shares to the extent that the Service Unit vests. |
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (2) These are Service Units issued under the Omnibus Plan that vested 100% on February 12, 2025. |
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (3) These are Service Units issued under the Omnibus Plan that vested 50% on February 11, 2025. The final 50% will vest on February 11, 2026. |
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (4) These are Performance Units issued under the Omnibus Plan that vested as to service on January 1, 2025. The Compensation Committee determined on January 27, 2025, that the performance standard under the Omnibus Plan had been achieved and that 166.00% of the Performance Units had been earned. |
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (5) These are Service Units issued under the Omnibus Plan that vested 50% on February 10, 2025. The remaining 50% will vest on February 10, 2026. |
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (6) These are 2023 Performance Units that will vest as to service under the Omnibus Plan on January 1, 2026. As explained in the section titled “Amendments to 2023 and 2024 PSU Awards,” on January 27, 2025, the Compensation Committee waived the continued applicability of the performance-based vesting standards and froze performance at 100.00% of target. |
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (7) These are Service Units issued under the Omnibus Plan that vested 33% on February 9, 2025. The next 33% will vest on February 9, 2026. The final 34% will vest on February 9, 2027. |
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (8) These are 2024 Performance Units that will vest as to service under the Omnibus Plan on January 1, 2027. As explained in the section titled “Amendments to 2023 and 2024 PSU Awards,” on January 27, 2025, the Compensation Committee waived the continued applicability of the performance-based vesting standards and froze performance at 194.67% of target. |
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (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 standards are achieved. In accordance with applicable rules, the Performance Units are reported assuming maximum achievement, and that as a result, 200.00% of the Performance Units would be earned; provided, however, that the Compensation Committee will ultimately assess and determine the extent to which the performance standards were achieved or exceeded after June 30, 2025 and the Committee’s final determinations could vary from what is reported herein. |
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (10) These are Service Units issued under the Omnibus Plan that will vest on July 29, 2026. |
2024 OPTION EXERCISES AND STOCK VESTED
2024 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 2024 for each of the Named Executive Officers on an aggregated basis.
2024 OPTION EXERCISES AND STOCK VESTED
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) | | J. Mariner Kemper | 27,964 | 508,284 | 45,269 | 3,755,534 | | Ram Shankar | - | - | 5,935 | 492,703 | | James D. Rine | - | - | 15,252 | 1,265,161 | | Shannon A. Johnson | 5,676 | 269,634 | 5,563 | 461,790 | | Thomas S. Terry | - | - | 5,606 | 488,200 |
2024 OPTION EXERCISES AND STOCK VESTED
| (1) These numbers include shares acquired through the reinvestment of dividends or distributions on restricted units during the vesting period. Also includes Performance Units from 2021 that vested at 200.00% of target. |
2024 NONQUALIFIED DEFERRED COMPENSATION
2024 NONQUALIFIED DEFERRED COMPENSATION UMB maintains a deferred compensation plan that permits the Named Executive Officers and other specified participants, at their option, to defer a portion of their compensation payable for a calendar year until retirement, termination, or the occurrence of another specified event. UMB has an unsecured obligation to pay each deferred amount at the applicable time together with a rate of return equal to the yield produced by a mutual fund selected by the participant from among those available under the Profit-Sharing Plan. UMB does not match any amount that a participant may choose to defer. If a participant has an account that terminates upon retirement under the plan, the participant may choose to have the benefit paid out in a lump sum or in installments over two to ten years. Specified date accounts are paid in a lump sum or in installments, as elected by the participant, over two to five years. If employment is terminated other than through retirement, the amounts in all accounts are paid in a lump sum.
2024 NONQUALIFIED DEFERRED COMPENSATION
| Name | Executive Contributions in Last FY ($) (1) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) (2) | | J. Mariner Kemper | - | - | - | - | | Ram Shankar | 81,585 | 168,900 | - | 1,227,258 | | James D. Rine | - | 41,626 | (115,403) | 287,512 | | Shannon A. Johnson | - | - | - | - | | Thomas S. Terry | 115,027 | 202,232 | (35,692) | 1,412,735 |
2024 NONQUALIFIED DEFERRED COMPENSATION
| (1) Amounts reported in the contributions column above were reported as compensation in the 2024 Summary Compensation Table. |
2024 NONQUALIFIED DEFERRED COMPENSATION
| (2) Amounts reported in the aggregate balance column for 2024 were previously reported as compensation to the relevant NEO in the applicable summary compensation table for the applicable prior fiscal year, but only to the extent the NEO was a Named Executive Officer for such reporting year. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Payments upon Termination
Payments upon Termination All of the NEOs 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 a change in control of 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 UMB associates.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As noted in the CD&A, one of the Company’s compensation best practices is that we pay for performance. That means that the majority of the Company’s executive compensation is variable and is closely tied to both individual performance and the financial performance of the Company.
Pay Versus Performance Table
Pay Versus Performance Table The table below provides investors with standardized data on executive compensation in a format prescribed by the SEC and that is intended to be easier to link to company performance than the amounts already disclosed in the applicable summary compensation table (“
CAP
| 2024 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) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (3) | | | | 2024 | $6,630,354 | $11,343,982 | $2,104,035 | $3,204,278 | $180.20 | $144.74 | $441.2 | $622.3 | | 2023 | $4,787,774 | $4,275,242 | $1,334,755 | $1,234,301 | $131.21 | $104.72 | $350.0 | $526.4 | | 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 |
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE The annual total compensation for our median employee for 2024 was $114,644 and $6,630,354 for our CEO. The resulting ratio of our CEO’s pay to the pay of our median employee for 2024 was 57.83 to 1. For purposes of the foregoing calculation, we utilized the same “median employee” identified in our 2024 proxy statement as there were no changes to our employee population or to our employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. As explained in our 2024 proxy statement, we identified the median employee by examining the 2023 W-2 wages for all individuals, excluding our CEO, who were employed by us on December 31, 2023. We included all employees, whether employed on a full-time, part-time or seasonal basis. We did not make any cost-of-living adjustments in identifying the median employee. We also did not make any assumptions, adjustments, or estimates with respect to total cash compensation, and we did not annualize the compensation for any employees that were not employed by us for all of 2023. We calculated the median employee’s annual total compensation using the same methodology we use for our Named Executive Officers as set forth in the “2024 Summary Compensation Table” in this Proxy Statement.