DEF 14A of Umb Financial Corp
Filed Mar 12, 2026 · FY20250001193125-26-103203
Our Board of Directors
Our Board of Directors
Compensation Committee
| • | recommending to the Board the compensation of non-employee directors of UMB; |
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION For service on the Board during 2025, the Board has approved the following annual retainer for non-employee directors: (1) $60,000 in cash and (2) fully vested UMB stock having, on the grant date, a value equal to $115,000. 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 2025, 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. For service in 2026, the Board has approved an annual retainer of (1) $90,000 paid in cash, and (2) fully vested UMB stock having, on the grant date, a value equal to $115,000. In addition, for 2026, the Lead Director will receive an annual retainer of $50,000 in cash and the Chairs of each of the Committees receive an annual cash retainer in the following amounts: Audit Committee—$35,000, Compensation Committee—$25,000, Governance Committee—$20,000, and Risk Committee—$30,000. 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, $10,000 and $10,000, respectively. The total compensation received by UMB’s non-employee directors for 2025 is reflected in the following table:
2025 DIRECTOR COMPENSATION
| Name (1) | Fees Earned or Paid in Cash ($) (2) | Stock Awards ($) (3) | Total ($) | | Robin C. Beery | 90,068 | 79,936 | 170,004 | | Janine A. Davidson | 78,818 | 79,936 | 158,754 | | Kevin C. Gallagher | 85,068 | 79,936 | 165,004 | | Greg M. Graves | 112,568 | 79,936 | 192,504 | | Bradley J. Henderson | 85,068 | - | 85,068 | | Jennifer K. Hopkins | 85,068 | - | 85,068 | | Gordon E. Lansford III | 100,068 | 79,936 | 180,004 | | Margaret Lazo | 80,068 | - | 80,068 | | Timothy R. Murphy | 85,068 | 79,936 | 165,004 | | Susan G. Murphy | 85,068 | - | 85,068 | | Tamara M. Peterman | 78,818 | 79,936 | 158,754 | | Kris A. Robbins | 95,068 | 79,936 | 175,004 |
2025 DIRECTOR COMPENSATION
| Name (1) | Fees Earned or Paid in Cash ($) (2) | Stock Awards ($) (3) | Total ($) | | John K. Schmidt | 68,818 | - | 68,818 | | L. Joshua Sosland | 78,818 | 79,936 | 158,754 | | Leroy J. Williams, Jr. | 80,068 | 79,936 | 160,004 |
2025 DIRECTOR COMPENSATION
| (1) Reflects non-employee directors who served on the Board during 2025. 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.” |
2025 DIRECTOR COMPENSATION
| (2) This column represents the total cash fees earned during 2025, including an amount equal to the stub cash portion of the equity retainer for 2025 that was paid during 2026. |
2025 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, 2025, filed with the SEC on February 26, 2026, 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 2024 and issued on January 31, 2025, with a grant date value as set forth in the table above. As Mses. Hopkins, Lazo and Murphy, and Messrs. Henderson and Schmidt did not earn a retainer for service in 2024 from the Company, no amounts are shown for them. As of December 31, 2025, our non-employee directors did not hold any stock awards or options awards outstanding at such date. |
PROPOSAL #1—ELECTION OF DIRECTORS
PROPOSAL #1—ELECTION OF DIRECTORS
2025 Business Highlights
| • | Exceptional Credit Quality: Net charge-offs were just 0.23% of average loans in 2025, lower than long-term historical averages; |
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), NEOs (3 times base salary) and other Executive Officers (2 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 meaningful clawback policy that complies with SEC and NASDAQ requirements ✓ Provide perquisites consistent with Peer Group practices | | What We Don’t Do | | × No individual employment agreements | | × No single-trigger change-in-control benefits | | × No excise tax gross-ups upon change in control | | × No hedging or short selling |
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 independent executive compensation consultant during 2025. 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 2025 and 2026, 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 2025 and thus far in 2026.
Fees Paid to Consultant
Fees Paid to Consultant During fiscal year 2025, the Company paid Aon $321,206 for consulting services for executive and director compensation, equity plan support, short-term and long-term incentive compensation benchmarking, various proxy matters, third-party survey data used for broad-based compensation matters, including executive benchmarking and equity policy development. Also in 2025, Aon was engaged by the Company (with awareness of the Compensation Committee) to provide additional services, largely tied to the HTLF acquisition, including equity conversion support, workforce transformation advisory services, and investment consulting, totaling $213,788. These acquisition-specific services and one-time business projects are not expected to continue. The Compensation Committee received disclosure of the additional services and considered factors relevant to Aon’s independence under SEC and NASDAQ rules, including the fact that (1) total fees paid by the Company to Aon are less than 1% of Aon’s total annual revenue; (2) Aon has developed internal policies to avoid potential conflicts of interest; (3) no Aon partners or other Aon advisors to the Compensation Committee have any business or personal relationships with any member of the Compensation Committee; (4) no partner or Aon advisors to the Compensation Committee personally own any stock of the Company; and (5) neither Aon nor any of the Aon consultants to the Compensation Committee have any business or personal relationships with an executive officer of the Company. The Compensation Committee has determined that Aon is independent under these factors.
Use of Competitive Data
Use of Competitive Data 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 for 2025 compensation decisions following the acquisition (the “Peer Group”). The 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 Peer Group consists of the following 15 companies:
Use of Competitive Data
| 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) | |
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 April 2025, 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 have been utilized since 2022. The Compensation Committee believes 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 2025 annual short-term incentive compensation program (the “2025 STIP”) consisted of a target short-term award pool weighted 80% to Core PPNR achievements and 20% to NCO achievements. These are the same weightings used for these metrics that have been utilized since 2022. The target amounts for Core PPNR and NCOs were established using the Company’s 2025 Budget. 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 an investment, business, product or service; (3) a gain or loss on branch closings; (4) expenses associated with the acquisition of a business, including, without limitation, purchase accounting adjustments; (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% | <$744.7 | 0% | | | 80% | $744.7 | 33.33% | | | 100% | $930.9 | 100% | | | 120% or Greater | $1,117.1 | 200% | | NCOs—20% Weight | Less than 80% | >0.43% | 0% | | | 80% | 0.43% | 33.33% | | | 100% | 0.27 – 0.36% | 100% | | | 120% or Greater | 0.22% | 200% |
Short-Term Cash Incentive Compensation
The Compensation Committee also employed a discretionary plan governor to the 2025 STIP in which the Compensation Committee could make a discretionary reduction in the short-term award pool if, for 2025, the Company’s operating leverage fell below 0.0%, and it could make a discretionary increase to the short-term award pool if the Company’s operating leverage exceeded 4.8%. The operating leverage metrics were also established using the Company’s 2025 Budget. Corporate Financial Performance Financial performance for 2025 was driven by the strong operating fundamentals that are the core of UMB’s business. The results demonstrated the impact of the successful closing and integration of HTLF as well as UMB’s continued focus on excellent credit quality metrics and 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 $1,089.2 million driven by strong loan, earning asset and deposit growth, lower costs of deposits, increased fee income and strong expense management. As a result of UMB’s continued focus on credit quality and oversight, NCOs were only 0.23% of average loans for 2025. UMB’s 2025 results compared to the 2025 STIP metrics are set forth in the table below.
Short-Term Cash Incentive Compensation
| 2025 STIP—CORPORATE FINANCIAL PERFORMANCE | | | | | | | | | Financial Metric | Threshold | Target | Maximum | Actual | Payout Percentage | Weight | Weighted Percentage | | Core PPNR ($ in millions) | $744.7 | $930.9 | $1,117.1 | $1,089.2 | 185.0% | 80% | 148.0% | | NCOs | 0.43% | 0.27 – 0.36% | 0.22% | 0.23% | 174.1% | 20% | 34.8% | | Final Funding Percentage (based on the funding calculation) | | | | | | | 182.8% |
Short-Term Cash Incentive Compensation
The Compensation Committee determined that the Company’s operating leverage was 11.7% for 2025, which indicated that a positive discretionary adjustment could be considered to the 2025 short-term bonus pool. The Compensation Committee decided to make a positive discretionary adjustment of 6.9 percentage points due to the operational and financial outperformance for 2025 and the additional efforts around the acquisition of HTLF and subsequent conversion activities. 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 | | 0.0% to 4.8% | 11.7% | Positive | 6.9% | | Final Funding Percentage (with adjustment) | | | 189.7% |
Short-Term Cash Incentive Compensation
2025 Final Payment Determination Each NEO’s individual target 2025 STIP award was established at the February 2025 Compensation Committee meeting as a percentage of their base salary as of December 31, 2025. The Compensation Committee increased the 2025 STIP target percentage of base salary for each of the NEOs to reflect their achievements, market considerations, and alignment with peers and further took into account the Company’s increased size and complexity following the HTLF acquisition. In determining each Executive Officer’s (including each NEO’s) actual 2025 STIP award, the Compensation Committee considered the extent to which the NEO’s individual 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 2025 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. | | 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, (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, and (4) leading and management of the financial aspects of the HTLF acquisition. | | 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, (3) defense of core deposit funding, and (4) leading and management of the banking aspects of the HTLF acquisition. | | 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, (3) oversight and development of enhanced strategic reporting strategies and the continual identification of improvements and efficiencies within corporate processes, and (4) leading and management of all aspects of the HTLF acquisition, including regulatory coordination, integration of processes and operational alignments. | | Uma Wilson | Objectives were tied to her (1) providing ongoing system stability without impacting overall project execution, (2) driving the Company’s technology strategy to specified business goals, (3) overseeing resource allocations and oversight of third-party partners, and (4) leading and management of the information technology aspects of the HTLF integration and conversion activities. |
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 conversion of HTLF systems, operations and processes. Further, Ms. Wilson’s STIP award was increased to 200% of target to recognize her role in overseeing the successful technical conversion of the HTLF systems and processes in the fourth quarter of 2025. The final tabulations for the STIP awards are set forth below:
Short-Term Cash Incentive Compensation
| 2025 STIP AWARDS | | | | | Name | Annual Target Award | Individual Performance Percentage (from Target) | Total Cash Incentive Award | | J. Mariner Kemper | $1,800,000 | 189.7% | $3,414,600 | | Ram Shankar | $577,500 | 189.7% | $1,095,518 | | James D. Rine | $1,000,000 | 189.7% | $1,897,000 | | Shannon A. Johnson | $577,500 | 189.7% | $1,095,518 | | Uma Wilson | $489,250 | 200.0% | $978,500 |
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”). In addition, for former HTLF associates and directors, UMB could have leveraged the Heartland Financial USA, Inc. 2024 Long-Term Incentive Plan for certain equity awards or grants, although it has only elected to do so for the former HTLF directors. 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 2025 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 2025 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. The Compensation Committee believes that the equity award vehicles and governance features described above are consistent with the terms of the Amended and Restated UMB Financial Corporation Omnibus Incentive Compensation Plan (the “Plan”) being submitted for shareholder approval at the Annual Meeting.
Long-Term Incentive Compensation
| 2025 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 (2025-2027) 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 typically 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, although for the April 2025 Performance Unit grants, the closing price on the date the Compensation Committee approved the grants was utilized. 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, excluding the impact of purchase accounting adjustments (“3-year EPS”) and 50% on the Company’s average return on tangible common equity excluding the impacts of accumulated other comprehensive income (“AOCI”) as well as purchase accounting adjustments, net of taxes 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. Purchase accounting adjustments were similarly excluded to ensure the true performance of the Company was being measured. The 2025 performance thresholds for the 3-year EPS and Adjusted ROTCE were established using the 2025 Budget that was approved by the Board in April 2025. The 2026 and 2027 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 an investment, 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
| 2025 LONG-TERM PAYOUTS | | | | | 3-Year Actual Performance as a Percentage of the Payout Metric | 2025 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
2025 Annual Long-Term Incentive Grant In February 2025 and April of 2025, respectively, the Compensation Committee approved the value of the annual Service Unit and Performance Unit 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 2025 for each NEO based on each NEO’s performance as well as the review of compensation metrics for similar roles within the peer group companies and also took into account the Company’s increased size and complexity following the HTLF acquisition.
Long-Term Incentive Compensation
| 2025 ANNUAL LTIP EQUITY AWARD | | | | | Name | 2025 LTIP Percentage (as a percentage of salary) | Value of Service- Based Award (40%) | Target Value of Performance- Based Award (60%) | | J. Mariner Kemper | 370% | $1,600,000 | $2,400,000 | | Ram Shankar | 155% | $278,468 | $417,702 | | James D. Rine | 230% | $649,704 | $974,556 | | Shannon A. Johnson | 155% | $269,419 | $404,129 | | Uma Wilson | 105% | $171,714 | $257,572 |
Long-Term Incentive Compensation
Additional LTIP Award to Mr. Kemper In October 2025, the Compensation Committee reviewed Mr. Kemper’s current compensation levels, noting the Committee’s efforts in February 2025 to achieve certain target compensation levels. Due to market considerations and challenges inherent with forecasting future peer compensation levels, and despite the Compensation Committee’s planning, those target levels had not been achieved . The Compensation Committee also considered the Company’s history of performing well against its peers, including in 2024. They noted that target equity compensation was just above median and target total direct compensation was below the Compensation Committee’s intended goals. As a result, in addition to the Service Units and Performance Units described in the table immediately above, the Compensation Committee approved a one-time additional equity award to Mr. Kemper of (1) Service Units having a grant date value of $600,000 and (2) Performance Units having a target grant date value of $900,000. The terms of these additional awards are the same as those described above for the equity grants made in February and April of 2025 for the NEOs.
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 and certain guests, 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 (consisting of Service Units and/or Performance Units) 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. As discussed earlier, in 2025 certain elements of compensation that are based on the attainment of goals related to the Company’s 2025 Budget were approved in April 2025 after the closing of the HTLF acquisition and the approval of the Company’s 2025 Budget. 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.
Amendments to 2023 Performance Units and Vesting under the 2023 Long-Term Program
Amendments to 2023 Performance Units and Vesting under the 2023 Long-Term Program In February 2023, the Compensation Committee approved the performance metrics for the issuance of Performance Units that were based 50% on a target 3-year EPS (2023, 2024, and 2025) of $27.21 and 50% on the Company’s average Adjusted ROTCE target of 12.19% over the 3-year performance period. The threshold, target and maximum payouts of the 2023 Performance Units are the same threshold, target, and maximum payouts which were used under the 2025 Long-Term Program described previously in this Proxy Statement in the table entitled “
2025 Long-Term Payouts
2025 Long-Term Payouts .” As disclosed in the Company’s 2025 proxy statement, effective as of the acquisition of HTLF, the Compensation Committee approved certain amendments to the 2023 Performance Units. The Compensation Committee reviewed performance under the 2024 Performance Units, which at the time of acquisition close was calculated to be approximately 95.99% of plan target. The Compensation Committee evaluated the expected impact of the HTLF acquisition on such metrics and determined that the applicable performance metrics were no longer appropriate, given that the acquisition would impact the performance metrics in a manner not within the control of management, and potentially in an outsized manner. 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 converted the 2023 Performance Units into, effectively, awards of time-based Service Units that vest at the same time as the service conditions that applied to the 2023 Performance Units. The 2023 Performance Units were converted to Service Units assuming performance at 100% of target, which reflected the greater of target performance and actual performance through December 31, 2024. The foregoing formula was designed to be fair and equitable given that the additional year remaining under the performance period could have improved performance metrics beyond 95.99%, while recognizing that the 100% maximum hedged the potential for additional upside as a result of the HTLF acquisition that was not fully within the control of management. The Company is not able to accurately determine performance exclusively for non-HTLF operations for many reasons including, but not limited to, systems limitations and that certain decisions made by management may have been different had the acquisition not been completed. Notwithstanding the foregoing, had the Compensation Committee not waived the performance-based vesting conditions and instead utilized the original performance metrics, it is estimated that the 2023 Performance Units would have vested at approximately 135% of target excluding the financial impact of the HTLF acquisition as best as the Company is able to reasonably determine. As a result of the foregoing, following the end of the performance period which concluded December 31, 2025, the NEOs received the following shares of Company stock free of restrictions and risk of forfeiture: (a) 17,174 shares to Mr. Kemper, (b) 1,880 shares to Mr. Shankar, (c) 8,125 shares to Mr. Rine, (d) 1,990 shares to Ms. Johnson, and (e) 1,202 shares to Ms. Wilson.
Amendments to 2024 Performance Units under the 2024 Long-Term Program
Amendments to 2024 Performance Units under the 2024 Long-Term Program Also as disclosed in the Company’s 2025 proxy statement, effective as of the acquisition of HTLF, the Compensation Committee approved certain amendments to the 2024 Performance Units. Similar to its evaluation of the 2023 Performance Units, the Compensation Committee evaluated the expected impact of the HTLF acquisition on the performance metrics and determined that the applicable performance metrics were no longer appropriate for the same reasons explained above. As a result, after discussions with Aon, the Compensation Committee waived the continued applicability of the performance-based vesting conditions for the 2024 Performance Units and converted the 2024 Performance Units into awards of time-based Service Units that vest at the same time as the service conditions that applied to the 2024 Performance Units. The 2024 Performance Units were converted to Service Units assuming performance at 194.67% of target, which reflected the greater of target performance and actual performance through December 31, 2024 and will vest, subject to continued service, following the end of the performance period concluding at the end of December 31, 2026.
2022 Special Performance Grant for Ms. Johnson
2022 Special Performance Grant for Ms. Johnson In addition to the annual LTIP grants for 2022, in July of 2022, Ms. Johnson received an additional performance-based equity retention grant valued at approximately $401,800 on the date of grant. This grant was 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. The performance and vesting metrics for the grant aligned to specific operational considerations, and the grant provided for: (i) a 100% payout the extent the Company achieved a positive core net operating income for each of the three years in the performance period (the “First Performance Criteria), (ii) a 150% payout in the event the First Performance Criteria was met, and at least 90% of the scheduled internal regulatory reviews for the Company were completed as scheduled during the three year performance period (collectively, the “Second Performance Criteria”), and (iii) a 200% payout if the Second Performance Criteria was met and certain operational expense goals within Ms. Johnson’s control were achieved (collectively, the “Third Performance Criteria”). The foregoing summary of the award terms is qualified entirely by reference to the Performance Share Unit Award Agreement, filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the SEC on July 29, 2022. In July 2025, the Compensation Committee reviewed Ms. Johnson’s performance over the performance period and found that the Third Performance Criteria had been met. Based on this review, the award vested at 200% and Ms. Johnson received 8,878 shares of Company stock free of restrictions and risk of forfeiture.
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 “Change in Control Agreements” later in this CD&A and “Potential Payments upon Termination or Change in Control” later in this Proxy Statement for additional information.
Executive Compensation Actions in 2026
| Executive | Base Salary | | | STIP | | LTIP Award | | | | 2025 as of 12/31/25 | 2026 | Increase | 2025 (Determined and Paid in February 2026) | 2026 (Determined and Paid in February 2027) | 2025 (Determined Fixed in February 2025) | 2026 (Determined and Fixed In February 2026) | | J. Mariner Kemper | $1,200,000 | $1,236,000 | 3.0% | $3,414,600 (189.7% of Target from a Target of 150% of 12/31/25 Salary) | Target of 150% of 12/31/26 Salary | Value of $4,000,000 (1) | Value of $5,500,000 | | Ram Shankar | $550,000 | $627,000 | 14.0% | $1,095,518 (189.7% of Target from a Target of 105% of 12/31/25 Salary) | Target of 105% of 12/31/26 Salary | Value of $696,170 | Value of $1,045,000 | | James D. Rine | $800,000 | $888,000 | 11.0% | $1,897,000 (189.7% of Target from a Target of 125% of 12/31/25 Salary) | Target of 125% of 12/31/26 Salary | Value of $1,624,260 | Value of $1,840,000 | | Shannon A. Johnson | $550,000 | $599,500 | 9.0% | $1,095,518 (189.7% of Target from a Target of 105% of 12/31/25 Salary) | Target of 105% of 12/31/26 Salary | Value of $673,547 | Value of $852,500 | | Uma Wilson | $515,000 | $538,175 | 4.5% | $978,500 (200.0% of Target from a Target of 95% of 12/31/25 Salary) | Target of 95% of 12/31/26 Salary | Value of $429,287 | Value of $618,000 |
Executive Compensation Actions in 2026
| (1) Excludes the one-time grant made to Mr. Kemper in October 2025, as previously described in the section of this CD&A titled “Additional LTIP Award to Mr. Kemper.” |
Executive Compensation Actions in 2026
A detailed discussion of each NEO’s compensation for 2026 will be included in the proxy statement for our 2027 annual meeting of shareholders. Change in Control Agreements. On February 9, 2026, the Compensation Committee approved the entry by the Company into a Change in Control Agreement (each, a “CIC Agreement”) with each of the NEOs, which provides for severance protections in the event of a qualifying termination of employment in connection with a change in control of the Company. Each CIC Agreement has an initial term continuing through December 31, 2026 which automatically renews for successive one-year periods unless the Company provides notice of non-renewal at least 30 days before the end of the then-current term; provided that the Company may not provide notice of non-renewal after such time as the Company enters into a written agreement, the consummation of which would result in a change in control, or the Company or another party publicly announces its intent to consummate a change in control transaction. Enhanced severance benefits are provided for a qualifying termination that occurs in connection with a change in control in order to support ongoing retention and alignment of the interests of our NEOs and those of our shareholders in the event of a potential change in control transaction. Under the CIC Agreements, if an NEO’s employment is terminated by the Company without “cause” or by the Executive for “good reason” (each as defined in the CIC Agreement) during the period ending twenty-four months following a change in control (and, in the case of a termination without cause, including the period six months prior to the change in control), the executive will be eligible to receive the following severance payments and benefits, subject to the executive’s execution and non-revocation of a release of claims: (i) a lump-sum cash severance payment equal to a specified multiple (3X for Messrs. Kemper and Rine and 2X for the other NEOs) of the sum of the NEO’s (i) annual base salary and (ii) the greater of (x) the average annual cash bonus paid for the three fiscal years preceding the termination date and (y) the target annual bonus for the year of termination; (ii) a lump sum pro-rated target annual bonus for the performance period in effect at the time of termination, based on the number of months worked during the performance period through the termination date; (iii) a lump-sum cash payment representing 18 months of premiums for coverage under the Company’s group health plans; (iv) upon the NEO’s request, outplacement career transition services in an amount not to exceed twenty-five percent (25%) of the NEO’s individual base pay; and (v) full acceleration of outstanding equity awards that are assumed by the acquirer, with applicable performance conditions deemed achieved at the greater of target or actual performance as of the change in control. In determining the enhanced severance that would apply in the event of a qualifying termination that occurs in connection with a change in control, the Compensation Committee took into account change in control practices among the Peer Group. Information regarding the potential payments and benefits that would have been payable to the NEOs upon a termination of employment or a change in control occurring on December 31, 2025, is provided under the section titled “Potential Payments Upon Termination or Change in Control.” This disclosure does not reflect amounts payable under the CIC Agreements since they were not effective as of such date.
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.
2025 SUMMARY COMPENSATION TABLE
2025 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 2025 is discussed in more detail in “Compensation Discussion and Analysis” earlier in this Proxy Statement.
2025 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 | 2025 | 1,172,657 | - | 5,499,760 | - | 3,414,600 | - | 263,560(4) | 10,350,577 | | Chairman and CEO | 2024 | 1,074,232 | - | 2,749,911 | - | 2,648,323 | - | 157,888 | 6,630,354 | | | 2023 | 1,038,463 | - | 2,599,827 | - | 1,042,073 | - | 107,411 | 4,787,774 | | Ram Shankar | 2025 | 526,726 | - | 696,108 | - | 1,095,518 | - | 62,034(4) | 2,380,386 | | Executive Vice President | 2024 | 443,276 | - | 508,396 | - | 791,883 | - | 8,150 | 1,751,705 | | and Chief Financial Officer | 2023 | 419,778 | - | 284,570 | - | 237,685 | - | 3,483 | 945,516 | | James D. Rine | 2025 | 778,354 | - | 1,624,181 | - | 1,897,000 | - | 105,454(4) | 4,404,989 | | Vice Chairman and President; | 2024 | 695,539 | - | 1,319,951 | - | 1,521,790 | - | 85,426 | 3,622,705 | | President and CEO of UMB | 2023 | 649,616 | - | 1,229,929 | - | 569,580 | - | 56,425 | 2,505,550 | | Bank, n.a. | | | | | | | | | | | Shannon A. Johnson | 2025 | 523,359 | - | 673,471 | - | 1,095,518 | - | 63,224(4) | 2,355,572 | | Executive Vice President | 2024 | 431,627 | - | 421,826 | - | 766,149 | - | 32,467 | 1,652,068 | | and Chief Administrative & Risk Officer | 2023 | 417,256 | - | 301,283 | - | 254,864 | - | 25,647 | 999,050 | | Uma Wilson (5) | 2025 | 490,503 | - | 429,193 | - | 978,500 | - | 6,658(4) | 1,904,854 | | Chief Information and Bank Products and Operations Officer and Executive Vice President | | | | | | | | | |
2025 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, 2025, filed with the SEC on February 26, 2026, 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 2025 assuming maximum of target are as follows: Mr. Kemper ($6,599,813); Mr. Shankar ($835,358); Mr. Rine ($1,949,106); Ms. Johnson ($808,114); and Ms. Wilson ($515,144). |
2025 SUMMARY COMPENSATION TABLE
| (2) These amounts are actual amounts that were earned during 2025 under the 2025 Short-Term Incentive Program and that were paid on February 19, 2026 for all Named Executive Officers. |
2025 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. |
2025 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 ($36,074) and Rine ($18,263); (C) the cost of professional financial-consulting services for Mr. Rine ($1,250) and Mses. Johnson ($650) and Wilson ($490); (D) an executive physical for Messrs. Kemper ($4,000) and Shankar ($4,250) and Mses. Johnson ($4,500) and Wilson ($4,500); (E) the costs related to the NEO’s attendance at, spousal airfare |
2025 SUMMARY COMPENSATION TABLE
| to (the aggregate incremental cost of which was determined using the Standard Industry Fare Level with respect to Mr. Kemper and, for all other NEOs, 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 ($28,351, $1,252 and $16,494, respectively), Shankar ($28,944, $485 and $24,029, respectively) Rine ($33,592, $884 and $28,379, respectively) and Ms. Johnson ($29,018, $861 and $24,397, respectively); (F) for Mr. Kemper, the cost of personal air travel that was reimbursed by the Company of $129,619 (reported as the direct cost of airfare), $8,501 for air travel of family members and guests 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 $29,622 in connection with such travel; and (G) the cost of spousal air travel, the aggregate incremental cost of which was determined using the Standard Industry Fare Level, that was reimbursed by the Company for Mr. Rine ($2,719). |
2025 SUMMARY COMPENSATION TABLE
| (5) Ms. Wilson was not a named executive officer prior to 2025 and, as such, compensation information for prior years is not required to be provided. |
2025 GRANTS OF PLAN-BASED AWARDS
2025 GRANTS OF PLAN-BASED AWARDS This table summarizes each grant of an award made to a NEO in 2025 under the 2025 Short-Term Incentive Program and the 2025 Long-Term Incentive Program. These plans and the grants in 2025 are discussed in more detail in “Compensation Discussion and Analysis” earlier in this Proxy Statement.
2025 GRANTS OF PLAN-BASED AWARDS
| Name | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3) | Grant Date Fair Value of Stock Awards ($) (4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | J. Mariner Kemper | | | | | | | | | | | Annual Incentive | | 0 | 1,800,000 | 3,600,000 | | | | | | | PSUs | 5/2/25 | | | | 12,509 | 25,018 | 50,036 | | 2,399,977 | | PSUs | 10/31/25 | | | | 4,210 | 8,420 | 16,840 | | 899,930 | | RSUs | 2/7/25 | | | | | | | 14,021 | 1,599,936 | | RSUs | 10/31/25 | | | | | | | 5,613 | 599,917 | | Ram Shankar | | | | | | | | | | | Annual Incentive | | 0 | 577,500 | 1,155,000 | | | | | | | PSUs | 5/2/25 | | | | 2,177 | 4,354 | 8,708 | | 417,679 | | RSUs | 2/7/25 | | | | | | | 2,440 | 278,429 | | James D. Rine | | | | | | | | | | | Annual Incentive | | 0 | 1,000,000 | 2,000,000 | | | | | | | PSUs | 5/2/25 | | | | 5,080 | 10,159 | 20,318 | | 974,553 | | RSUs | 2/7/25 | | | | | | | 5,693 | 649,628 | | Shannon A. Johnson | | | | | | | | | | | Annual Incentive | | 0 | 577,500 | 1,155,000 | | | | | | | PSUs | 5/2/25 | | | | 2,106 | 4,212 | 8,424 | | 404,057 | | RSUs | 2/7/25 | | | | | | | 2,361 | 269,414 | | Uma Wilson | | | | | | | | | | | Annual Incentive | | 0 | 489,250 | 978,500 | | | | | | | PSUs | 5/2/25 | | | | 1,343 | 2,685 | 5,370 | | 257,572 | | RSUs | 2/7/25 | | | | | | | 1,504 | 171,621 |
2025 GRANTS OF PLAN-BASED AWARDS
| (1) These amounts reflect the award levels approved by the Compensation Committee on February 7, 2025, under the 2025 Short-Term Incentive Program for all NEOs. As described above, an 80% threshold performance level applies to the corporate performance component (which results in zero payout if not achieved); there are no |
2025 GRANTS OF PLAN-BASED AWARDS
| thresholds at the individual level. 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. |
2025 GRANTS OF PLAN-BASED AWARDS
| (2) These numbers reflect grants of Performance Units made under the Omnibus Plan in 2025. |
2025 GRANTS OF PLAN-BASED AWARDS
| (3) These numbers reflect grants of Service Units made under the Omnibus Plan in 2025. |
2025 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, 2025, filed with the SEC on February 26, 2026, 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. |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
2025 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, 2025. The market value of each stock award was computed by multiplying the closing market price of UMB common stock on December 31, 2025, by the applicable number of shares of UMB common stock shown in the table for the award.
2025 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 | | | | 2,599(2) | 298,989 | | | | | | | | 4,098(3) | 471,434 | | | | | | | | 17,174(4) | 1,975,697 | | | | | | | | 9,278(5) | 1,067,341 | | | | | | | | 39,329(6) | 4,524,408 | | | | | | | | 19,791(7) | 2,276,757 | 66,876 (8) | 7,693,415 | | Ram Shankar | | | | 286(2) | 32,844 | | | | | | | | 451(3) | 51,870 | | | | | | | | 1,880(4) | 216,275 | | | | | | | | 1,717(5) | 197,471 | | | | | | | | 7,270(6) | 836,341 | | | | | | | | 2,467(7) | 283,843 | 8,708 (8) | 1,001,798 | | James D. Rine | | | | 724(2) | 83,299 | | | | | | | | 1,940(3) | 223,196 | | | | | | | | 8,125(4) | 934,700 | | | | | | | | 4,454(5) | 512,406 | | | | | | | | 18,877(6) | 2,171,610 | | | | | | | | 5,757(7) | 662,261 | 20,318 (8) | 2,337,383 |
2025 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 ($) | | Shannon A. Johnson | 1,712 | 75.25 | 2/2/2027 | | | | | | | | | | 273(2) | 31,434 | | | | | | | | 477(3) | 54,847 | | | | | | | | 1,990(4) | 228,930 | | | | | | | | 1,424(5) | 163,843 | | | | | | | | 6,032(6) | 693,921 | | | | | | | | 2,387(7) | 274,653 | 8,424 (8) | 969,097 | | Uma Wilson | 922 | 75.25 | 2/2/2027 | | | | | | | | | | 183(2) | 20,995 | | | | | | | | 288(3) | 33,162 | | | | | | | | 1,202(4) | 138,278 | | | | | | | | 996(5) | 114,593 | | | | | | | | 4,216(6) | 485,009 | | | | | | | | 1,521(7) | 174,959 | 5,370 (8) | 617,765 |
2025 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. |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (2) These are Service Units issued under the Omnibus Plan that vested 100% on February 11, 2026. |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (3) These are Service Units issued under the Omnibus Plan that vested 100% on February 10, 2026. |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (4) These are the 2023 Performance Units issued under the Omnibus Plan that vested as to service following the end of the January 1, 2023 through December 31, 2025 performance period. As explained in the section titled “Amendments to 2023 Performance Units and Vesting under the 2023 Long-Term Program,” 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. |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (5) These are Service Units issued under the Omnibus Plan that vested 50% on February 9, 2026. The remaining 50% will vest on February 9, 2027. |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (6) These are 2024 Performance Units that will vest as to service under the Omnibus Plan following the end of the January 1, 2024 through December 31, 2026 performance period. As explained in the section titled “Amendments to 2024 Performance Units under the 2024 Long-Term Program,” 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. |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (7) These are Service Units issued under the Omnibus Plan that vested 33% on February 7, 2026. The next 33% will vest on February 7, 2027. The final 34% will vest on February 7, 2028. |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (8) These are Performance Units that will vest as to service under the Omnibus Plan on January 1, 2028, 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 |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 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 December 31, 2027 and the Committee’s final determinations could vary from what is reported herein. |
2025 OPTION EXERCISES AND STOCK VESTED
2025 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 2025 for each of the Named Executive Officers on an aggregated basis.
2025 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 | - | - | 55,100 | 6,466,325 | | Ram Shankar | - | - | 6,443 | 754,697 | | James D. Rine | - | - | 20,505 | 2,391,847 | | Shannon A. Johnson | - | - | 15,171 | 1,704,190 | | Uma Wilson | 1,111 | 67,090 | 5,488 | 631,624 |
2025 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 2022 that vested at 166% of target and 2023 Performance Units that vested at 100% of target, as previously explained in the section entitled “Amendments to 2023 Performance Units and Vesting under the 2023 Long-Term Program.” For Ms. Johnson, the amount additionally includes a one-time performance unit award that vested at 200% of target, also as described in the section entitled “2022 Special Performance Grant for Ms. Johnson.” |
2025 NONQUALIFIED DEFERRED COMPENSATION
2025 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.
2025 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 | 65,931 | 180,518 | (134,296) | 1,339,409 | | James D. Rine | - | 44,107 | - | 331,619 | | Shannon A. Johnson | - | - | - | - | | Uma Wilson | - | - | - | - |
2025 NONQUALIFIED DEFERRED COMPENSATION
| (1) Amounts reported in the contributions column above were reported as compensation in the 2025 Summary Compensation Table. |
2025 NONQUALIFIED DEFERRED COMPENSATION
| (2) Amounts reported in the aggregate balance column for 2025 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. As of December 31, 2025, no NEO was 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. As described in the Compensation Discussion & Analysis section under the header “Executive Compensation Actions in 2026–Change in Control Agreements,” the Company entered into CIC Agreements with each of the NEOs which provide for severance protections in the event of a qualifying termination of employment in connection with a change in control of the Company. The following amounts do not reflect amounts payable under the CIC Agreements since they were not effective as of December 31, 2025.
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
| 2025 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) | | | | 2025 | $10,350,577 | $13,137,547 | $2,761,450 | $3,224,180 | $187.49 | $229.39 | $702.4 | $1,089.2 | | 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 |
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE The annual total compensation for our median employee for 2025 was $89,245 and $10,350,577 for our CEO. The resulting ratio of our CEO’s pay to the pay of our median employee for 2025 was 115.98 to 1. To identify our median employee for 2025, we examined the 2025 W-2 wages for all individuals, excluding our CEO, who were employed by us on December 31, 2025. 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 full-time employees that were not employed by us for all of 2025, except to the extent of compensation paid to former HTLF associates who joined the Company on January 31, 2025. 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 “2025 Summary Compensation Table” in this Proxy Statement.