DEF 14A of National Bank Holdings Corp, Mar 29, 2024

DEF 14A of National Bank Holdings Corp

Filed Mar 29, 2024 · FY20230001558370-24-004334

Open on EDGAR

  1. SCHEDULE 14A INFORMATION

    SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

  2. SCHEDULE 14A INFORMATION

    | Filed by the Registrant ⌧ | | Filed by a Party other than the Registrant ◻ | | Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ⌧ Definitive Proxy Statement ◻ Definitive Additional Materials ◻ Soliciting Material under § 240.14a-12 | | National Bank Holdings Corporation (Name of the Registrant as Specified In Its Charter) | | (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | | Payment of Filing Fee (Check the appropriate box): ⌧ No fee required. | | ◻ Fee paid previously with preliminary materials. | | ◻ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |

  3. SCHEDULE 14A INFORMATION

    | Notice of 2024 Annual Meeting of Shareholders March 22, 2024 DEAR SHAREHOLDERS: I’m pleased to invite you to the Annual Meeting of Shareholders of National Bank Holdings Corporation. At the meeting, shareholders will vote on the following proposals: 1 To elect nine directors to our Board of Directors to hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified; 2 To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year 2024; 3 To adopt a resolution approving, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers, as disclosed, pursuant to Item 402 of Regulation S-K, in the proxy statement; Shareholders also will transact such other business as may properly come before the meeting. The proxy statement and the accompanying form of proxy are first being sent to shareholders on or about March 29, 2024. YOUR VOTE IS IMPORTANT: Whether or not you plan to attend the meeting, we urge you to vote and submit your proxy so that as many shares as possible may be represented during the meeting. We appreciate your cooperation in returning your proxy promptly. Please call us at 720-554-6640 if you need instructions on how to attend the meeting or have questions about how to vote. By Order of the Board of Directors, /s/ Angela Petrucci Angela Petrucci, Secretary | Meeting Information | | | | Date: | Wednesday, May 1, 2024 | | | Time: | 8:30 a.m. Mountain Time | | | Location: | Community Banks Mortgage a division of NBH Bank 7800 E. Orchard Road, Suite 100 Greenwood Village, CO 80111 | | | How to Vote and Other Details | | | | Record Date | March 11, 2024 is the record date for determining which shareholders have the right to receive notice of, and to vote at, the meeting or any postponements or adjournments thereof. | | | Registered and beneficial shareholders can vote their shares in the following ways: | | | | Internet | Log on to www.proxyvote.com and enter the 16- digit control number provided on your proxy card | | | Telephone | Dial 1-800-690-6903 and enter the 16-digit control number provided on your proxy card | | | Mail | Mark, sign and date your proxy card and return it in the postage paid envelope we have provided or return it to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 | | | | If you are a “record” shareholder of Class A common stock (that is, you hold Class A common stock in your own name in NBHC’s stock records maintained by our transfer agent), register upon your arrival at the Meeting, request a ballot and submit the ballot with your voting instructions at the Meeting. |

  4. SCHEDULE 14A INFORMATION

    | General Information | 1 | | Stock Ownership of Certain Beneficial Owners and Management | 3 | | Proposal 1 Election of Directors | 6 | | Governance | 14 | | Board and Committee Meetings; Annual Meeting Attendance | 14 | | Committees of the Board | 14 | | Director Nomination Process, Director Qualifications and Diversity | 16 | | Compensation Committee Interlocks and Insider Participation | 18 | | Director Independence | 18 | | Board Leadership Structure | 18 | | The Board’s Role in Risk Oversight | 19 | | Communications with Directors | 20 | | Environmental, Social and Governance (ESG) Matters | 20 | | Director Compensation | 23 | | Certain Relationships and Related Person Transactions | 24 | | Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm | 26 | | Audit & Risk Committee Report | 27 | | Proposal 3 Advisory Vote on Executive Compensation (“Say-on-Pay”) | 28 | | Executive Officers | 29 | | Executive Compensation | 31 | | Letter to Shareholders from the Compensation Committee | 31 | | Compensation Committee Report | 33 | | Compensation Discussion and Analysis | 35 | | Executive Compensation Tables | 50 | | 2023 Potential Payments upon Termination or Change-in-Control | 58 | | CEO Pay Ratio | 63 | | Pay Versus Performance Disclosure | 64 | | Section 16(a) Beneficial Ownership Reporting Compliance | 70 | | Other Business | 70 | | 2025 Annual Meeting of Shareholders | 70 | | “Householding” of Proxy Materials | 71 | | Appendix A - Summary and Reconciliation of Non-GAAP Measures | A-1 |

  5. SCHEDULE 14A INFORMATION

    General Information This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of National Bank Holdings Corporation, a Delaware corporation (the “Company”, “NBHC”, “we”, “us” or “our”), to be used during our 2024 Annual Meeting of Shareholders (the “Meeting”) and at any postponements or adjournments thereof. The Meeting will be held at the offices of Community Banks Mortgage, a division of NBH Bank located at 7800 E. Orchard Road, Suite 100, Greenwood Village, Colorado 80111 at 8:30 a.m. Mountain Time on Wednesday, May 1, 2024. In this proxy statement, we refer to our employees as “associates.” In this proxy statement, we also refer to the Notice of Annual Meeting of Shareholders, this proxy statement, our 2023 Annual Report to Shareholders and the accompanying proxy as our “Proxy Materials.” Holders of record of shares of Class A common stock at the close of business on March 11, 2024 (the record date) are entitled to notice of, and to vote at, the Meeting. As of such date, there were 37,806,167 shares of Class A common stock outstanding and entitled to vote. In addition, as of such date, there were 237,662 shares of unvested restricted stock (Class A common stock) entitled to vote. Each share of our Class A common stock is entitled to one vote on all matters (in the case of Proposal 1, with respect to the election of each director). Please read the Proxy Materials carefully. You should consider the information contained in this proxy statement when deciding how to vote your shares. You have a choice of voting by proxy over the Internet, by using a toll-free telephone number or by completing a proxy card and mailing it in the postage-paid envelope provided. If your shares are held in the name of a bank, broker or other holder of record, please refer to your proxy card or the voting information provided by your bank, broker or other holder of record to see which voting options are available to you. Voting via the Internet, by telephone or by mail will not prevent you from voting your shares during the Meeting. However, if you hold shares through a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote during the Meeting. Otherwise, your shares will be voted in the manner in which you instructed the record holder of your shares. When you vote by proxy, your shares will be voted according to your instructions. If you are a shareholder of record, you may revoke your proxy at any time prior to the close of the polls during the Meeting by submitting a later dated proxy or delivering a written notice of revocation to our Secretary, Angela Petrucci, at National Bank Holdings Corporation, 7800 E. Orchard Road, Suite 300, Greenwood Village, CO 80111. If you hold shares through a bank, broker or other holder of record, you must contact the holder of record to revoke any prior voting instructions. We pay the cost of soliciting proxies. Members of our Board and other associates may solicit proxies by mail, telephone, fax, email or electronically. We will not pay directors or other associates any extra amounts for soliciting proxies. We may, upon request, reimburse brokerage firms, banks or similar nominees representing street name holders for their expenses in forwarding Proxy Materials to their customers who are street name holders and obtaining their voting instructions. Any shareholder entitled to vote at the Meeting may attend the Meeting. If you hold shares through a bank, broker or other holder of record and would like to attend the Meeting, you will need to bring an account statement or other acceptable evidence of ownership of our Class A common stock as of the record date. Each shareholder who attends may be asked to present valid picture identification, such as a driver’s license or passport. Please note that the use of cell phones, tablets, recording and photographic equipment, computers and/or other similar devices is not permitted in the meeting room at the Meeting. Our principal executive offices are located at 7800 E. Orchard Road, Suite 300, Greenwood Village, CO 80111. Vote Required for Approval The presence, by proxy or at the meeting, of the holders of a majority of the outstanding shares of our Class A common stock entitled to vote during the Meeting shall constitute a quorum. Withheld votes, abstentions and broker “non-votes” (shares held by a broker or nominee that has not received voting instructions from its client and does not have discretionary authority to vote on a particular matter) are counted as present for purposes of establishing a quorum. If you are a beneficial shareholder and your broker holds your shares in its name, the rules of the New York Stock Exchange (“NYSE”) permit your broker to vote your shares on the ratification of the appointment of our independent registered certified public accounting firm (Proposal 2), even if the broker does not receive voting instructions from you. However, under the NYSE rules, your broker cannot vote your shares on the other proposals if you do not timely provide instructions for voting your shares. For Proposal 1 (election of directors), the nine nominees for director receiving a plurality of the votes cast during the Meeting in person or by proxy will be elected. This means that the director nominee with the most votes for a particular slot is elected for that slot. Only votes “for” affect the outcome. Withheld votes and broker “non-votes” will have no effect on the voting results for this proposal. Proposal 2 (ratification of the appointment of our independent registered public accounting firm) will be passed if a majority of the shares of our Class A common stock present during the Meeting and entitled to vote cast their votes “for” this proposal. Abstentions will be counted as votes present and entitled to vote and will have the same effect as votes “against” this proposal. No broker “non-votes” are expected to exist in connection with this proposal. Proposal 3 (the advisory proposal on the compensation of our named executive officers) will be approved if a majority of the shares of our Class A common stock present during the Meeting and entitled to vote cast their votes “for” this proposal. Abstentions will be counted as votes present and entitled to vote and will have the same effect as votes “against” this proposal. Broker “non-votes” are not considered to be entitled to vote and therefore will have no effect on the voting results for this proposal. The advisory vote on executive compensation (Proposal 3) is non-binding. Our Board and our Compensation Committee, however, will review the results of the vote and, consistent with our commitment to shareholder engagement, will take it into account in making a determination concerning the advisory vote on executive compensation. Approval of any other business that may properly come before the Meeting will require the affirmative vote of a majority of the shares present or represented by proxy during the Meeting and entitled to vote thereon. Voting for Registered and Beneficial Shareholders You may vote your shares during the Annual Meeting or by proxy. There are three ways to vote by proxy: Via Internet: You may vote your shares over the internet by going to www.proxyvote.com. You will need to enter your 16-digit control number (found at the top right hand side of the form of proxy or voting instruction form that you received in the mail) to identify yourself as a shareholder on the voting website. By Telephone: Vote by telephone by calling 1-800-690-6903. You will need to enter your 16-digit control number (found at the top right hand side of the form of proxy or voting instruction form that you received in the mail) to identify yourself as a shareholder.

  6. SCHEDULE 14A INFORMATION

    By Mail: Mark, sign and date your proxy card and return it in the postage paid envelope we have provided or return it to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, NY, 11717.

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    | 2 | National Bank Holdings Corporation |

  8. SCHEDULE 14A INFORMATION

    Your voting instructions must be received by the proxy voting deadline which is Tuesday, April 30, 2024. The internet (other than during the meeting) and telephone voting facilities will close at 11:59 p.m. Eastern Time on April 30, 2024. Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy using one of the methods described above. Shareholders of record who attend the meeting may vote their shares online, even though they have sent in proxies. If you have any questions or require voting assistance, please contact us at IR@nationalbankholdings.com. Stock Ownership of Certain Beneficial Owners and Management The following table sets forth, as of March 11, 2024, information regarding the beneficial ownership of our Class A common stock by (i) each person known by us to own beneficially more than five percent of the shares of our Class A common stock (our only class of voting securities outstanding); (ii) each of our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and the three other highest paid executive officers for 2023 (those five executive officers are listed in the table captioned “Summary Compensation Table” elsewhere in this proxy statement and are collectively referred to as the “Named Executive Officers” or “NEOs”); (iii) each director; and (iv) all current directors and executive officers as a group. We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission (“SEC”). Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. We have based our calculation of the percentage of beneficial ownership on 38,043,829 shares, which number is comprised of 37,806,167 shares of Class A common stock outstanding and 237,662 shares of unvested restricted stock (which shares of restricted stock are entitled to voting rights), in each case as of March 11, 2024. In computing the number of shares of Class A common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of Class A common stock subject to options held by that person that are currently exercisable or exercisable within sixty days of March 11, 2024.

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    | 2024 Annual Proxy Statement | 3 |

  10. SCHEDULE 14A INFORMATION

    We, however, did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person. Beneficial ownership representing less than 1% is denoted with an asterisk (*).

  11. SCHEDULE 14A INFORMATION

    | | Amount and nature of | Percent of | | Name of beneficial owner | beneficial ownership | class | | 5% Shareholders | | | | BlackRock, Inc.(1) 55 East 52nd Street New York, NY 10055 | 5,421,736 | 14.3% | | The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355 | 4,220,345 | 11.1% | | Wellington Management Group LLP(3) 280 Congress Street Boston, MA 02210 | 3,847,909 | 10.1% | | T. Rowe Price Investment Management, Inc.(4) 101 E. Pratt Street Baltimore, MD 21201 | 3,036,217 | 8.0% | | Named Executive Officers and Directors | | | | G. Timothy Laney(5) | 548,701 | 1.4% | | Aldis Birkans(6) | 90,542 | * | | Richard U. Newfield, Jr.(7) | 193,734 | * | | Angela N. Petrucci(8) | 39,622 | * | | Christopher S. Randall(9) | 38,650 | * | | Ralph W. Clermont(10) | 89,162 | * | | Robert E. Dean(11) | 32,020 | * | | Robin Doyle(12) | 0 | * | | Alka Gupta(13) | 6,885 | * | | Fred J. Joseph(14) | 21,329 | * | | Patrick G. Sobers(15) | 36,582 | * | | Micho F. Spring(16) | 38,256 | * | | Art Zeile(17) | 17,378 | * | | All current executive officers and directors as a group (15 persons) | 1,255,413 | 3.3% |

  12. SCHEDULE 14A INFORMATION

    | (1) As reported on Schedule 13G filed with the SEC on January 23, 2024 by BlackRock, Inc. (“BlackRock”). BlackRock reported sole voting power with respect to 5,346,303 shares and sole dispositive power with respect to all shares beneficially owned; (ii) various persons have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such shares; and (iii) the interest of one such person, iShares Core S&P Small-Cap ETF, in the Company’s Class A common stock is more than five percent (5%) of the Company total outstanding Class A common stock. |

  13. SCHEDULE 14A INFORMATION

    | (2) As reported on Schedule 13G filed with the SEC on February 13, 2024 by The Vanguard Group (“Vanguard”). Vanguard reported sole voting power with respect to zero shares, sole dispositive power with respect to 4,164,151 shares, shared voting power with respect to 23,715 shares, and shared dispositive power with respect to 56,194 shares. |

  14. SCHEDULE 14A INFORMATION

    | (3) As reported on Schedule 13G filed with the SEC on February 8, 2024 jointly by Wellington Management Group LLP (“Wellington Management”), Wellington Group Holdings LLP (“Wellington Group”), Wellington Investment Advisors Holdings LLP (“Wellington Advisors”), and Wellington Management Company LLP (“Wellington Company”). Wellington Management, Wellington Group, and Wellington Advisors each reported sole voting power with respect to zero shares, sole dispositive power with respect to zero shares, shared voting power with respect to 2,915,315 shares, and shared dispositive power with respect to all shares beneficially owned. Wellington Company reported sole voting power with respect to zero shares, sole dispositive power with respect to zero shares, shared voting power with respect to 2,894,501 shares, and shared dispositive power with respect to all shares beneficially owned. Wellington Management reported that all shares beneficially owned are owned of record by clients of one or more investment advisers directly or indirectly owned by Wellington Management; accordingly, those clients |

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    | 4 | National Bank Holdings Corporation |

  16. SCHEDULE 14A INFORMATION

    | have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. |

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    | (4) As reported on Schedule 13G filed with the SEC on February 14, 2024 by T. Rowe Price Investment Management, Inc. (“Price Investment Management”). Price Investment Management reported sole voting power with respect to 1,177,412 shares and sole dispositive power with respect to all shares beneficially owned. Price Investment Management reported that it does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client’s custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. |

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    | (5) Includes 21,497 unvested restricted shares for which Mr. Laney has voting power and 142,134 shares issuable upon the exercise of options. Also includes 8,859 shares owned by the Timothy Laney 2012 Grantor Retained Annuity Trust as well as 121,157 shares subject to presently exercisable stock options held as constructive trustee for the benefit of a former spouse pursuant to a 2021 divorce decree. Mr. Laney disclaims beneficial ownership of all shares and options held by him as constructive trustee. |

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    | (6) Includes 7,455 unvested restricted shares for which Mr. Birkans has voting power and 45,650 shares issuable upon the exercise of options. |

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    | (7) Includes 5,929 unvested restricted shares for which Mr. Newfield has voting power and 50,254 shares issuable upon the exercise of options. |

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    | (8) Includes 3,512 unvested restricted shares for which Ms. Petrucci has voting power and 13,301 shares issuable upon the exercise of options. |

  22. SCHEDULE 14A INFORMATION

    | (9) Includes 3,404 unvested restricted shares for which Mr. Randall has voting power and 20,738 shares issuable upon the exercise of options. |

  23. SCHEDULE 14A INFORMATION

    | (10) Includes 2,510 unvested restricted shares for which Mr. Clermont has voting power. Also includes 79,939 shares owned by the Ralph W. Clermont Irrevocable Trust. |

  24. SCHEDULE 14A INFORMATION

    | (11) Includes 2,151 unvested restricted shares for which Mr. Dean has voting power. |

  25. SCHEDULE 14A INFORMATION

    | (12) Ms. Doyle was appointed to the Board on March 18, 2024. |

  26. SCHEDULE 14A INFORMATION

    | (13) Includes 2,151 unvested restricted shares for which Ms. Gupta has voting power. |

  27. SCHEDULE 14A INFORMATION

    | (14) Includes 2,151 unvested restricted shares for which Mr. Joseph has voting power. |

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    | (15) Includes 2,151 unvested restricted shares for which Mr. Sobers has voting power and 15,876 shares issuable upon the exercise of options. |

  29. SCHEDULE 14A INFORMATION

    | (16) Includes 2,151 unvested restricted shares for which Ms. Spring has voting power. |

  30. SCHEDULE 14A INFORMATION

    | (17) Includes 2,151 unvested restricted shares for which Mr. Zeile has voting power. |

  31. SCHEDULE 14A INFORMATION

    | 2024 Annual Proxy Statement | 5 |

  32. SCHEDULE 14A INFORMATION

    Proposal 1 - Election of Directors Size and Composition of Board. The Board currently stands at nine members with the appointment of Robin Doyle as of March 18, 2024. The current members of the Board are G. Timothy Laney (Chairman), Ralph W. Clermont (independent Lead Director), Robert E. Dean, Robin Doyle, Alka Gupta, Fred J. Joseph, Patrick Sobers, Micho F. Spring, and Art Zeile. Nominees. Upon the recommendation of the Nominating & Governance Committee, the Board has nominated the persons named below for reelection to the Board. With the exception of Mr. Laney, who serves as our Chairman, President and CEO, and Mr. Sobers, who retired as an executive officer of the bank in June 2021, the Board has determined that each of these nominees is an independent director, as discussed further below under “Director Independence.” Each of the directors elected during the Meeting will be elected for a one-year term which expires at the next annual meeting of shareholders, and will serve until the director’s successor has been elected and qualified, or until the director’s earlier resignation or removal. In the event that any nominee is no longer a candidate for director at the time of the Meeting, the proxyholders will vote for the rest of the nominees and may vote for a substitute nominee in their discretion. To the best of its knowledge, the Company has no reason to believe that any of the nominees will be unable to serve as directors if elected.

  33. SCHEDULE 14A INFORMATION

    | The Board recommends you vote “FOR” each of the nominees set forth below. |

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    | 6 | National Bank Holdings Corporation |

  35. SCHEDULE 14A INFORMATION

    | Age: 76 Director Since: 2009 | Ralph W. Clermont Independent Lead Director Audit & Risk Committee Chair Nominating & Governance Committee Member Compensation Committee Member EXPERIENCE AND QUALIFICATIONS Mr. Clermont has served as a director for the Company since 2009 and as the Board’s independent Lead Director since 2014. As the independent Lead Director, Mr. Clermont is an ex officio member of all of our Board committees with full voting rights. He also serves as Chair of the Board’s Audit & Risk Committee and as a board member of both NBH Bank and Bank of Jackson Hole Trust. He is also a member of the Trust Committee of Bank of Jackson Hole Trust. In October 2015, Mr. Clermont was appointed to the board of directors of Cass Information Systems, Inc., (NASDAQ: CASS), where he also serves on the audit committee and the governance committee. He also serves as a director on the board of Cass Commercial Bank. Mr. Clermont is a certified public accountant and a member of the American Institute of Certified Public Accountants and Missouri Society of Certified Public Accountants. Mr. Clermont retired in 2008 as Managing Partner of the St. Louis office of KPMG LLP, and was formerly the partner in charge of KPMG’s Midwest financial services practice. Mr. Clermont joined the St. Louis office of KPMG in 1969 and was elected to the partnership in 1977. Mr. Clermont was a member of the KPMG’s Assurance Services Committee and was chairman of KPMG’s Quality Improvement Audit Subcommittee. Mr. Clermont spent over 39 years providing services to the banking industry and has had responsibility for the audits of numerous banking organizations. Subsequent to retiring, Mr. Clermont has served as a consultant to various banking institutions on strategic planning, risk management and corporate governance matters. Mr. Clermont received a Bachelor of Science degree in accounting from Saint Louis University. Mr. Clermont’s qualifications to serve on our Board of Directors include his expertise in financial and accounting matters for complex financial organizations. |

  36. SCHEDULE 14A INFORMATION

    | 2024 Annual Proxy Statement | 7 |

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    | Age: 72 Director Since: 2009 | Robert E. Dean Independent Director Nominating & Governance Committee Chair Audit & Risk Committee Member Compensation Committee Member EXPERIENCE AND QUALIFICATIONS Mr. Dean has served as a director for the Company since 2009 and also serves as Chairman of the Nominating & Governance Committee. Mr. Dean is a private investor. He serves as President and director of his condominium owners association. Since November 2014, Mr. Dean has also served as a member of the boards of directors of two related Cornerstone closed-end mutual funds (Strategic Value (CLM) and Total Return (CRF)) and as a member of each audit and nominating and governance committee thereof. From 2000 to 2003, Mr. Dean was with Ernst & Young Corporate Finance LLC, a wholly owned broker-dealer subsidiary of Ernst & Young LLP, serving as a Senior Managing Director and member of the board of managers from 2001 to 2003. From 1976 to 2000, Mr. Dean practiced corporate, banking and securities law with Gibson, Dunn & Crutcher LLP. Mr. Dean co-chaired the firm’s banking practice and advised bank clients on numerous capital markets and merger and acquisition transactions (including FDIC-assisted transactions). Mr. Dean was Partner-in-Charge of the Orange County, California office from 1993 to 1996 and was a member of the law firm’s executive committee from 1996 to 1999. Mr. Dean holds a Bachelor of Arts degree from the University of California at Irvine and a Juris Doctor degree from the University of Minnesota Law School. Mr. Dean’s substantial experience in bank capital markets and merger and acquisition transactions, bank regulatory matters and public company corporate governance matters qualifies him to serve on our Board of Directors. |

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    | 8 | National Bank Holdings Corporation |

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    | Age: 61 Director Since: 2024 | Robin A. Doyle Independent Director Audit & Risk Committee Member EXPERIENCE AND QUALIFICATIONS Ms. Doyle has served as a director for the Company since March 18, 2024 and serves on the Board’s Audit & Risk Committee. Ms. Doyle owns and operates her own consulting firm focused on strengthening client’s data and risk management capabilities. Ms. Doyle is on the board of Dress for Success Central New Jersey and serves as a member of the executive committee and is chair of the finance committee. She is also a board member and Treasurer of her condominium owners association and serves on the advisory board of the Women’s Data Professional Group of the EDM Council. Ms. Doyle served as a founding board member of the Global Legal Entity Identifier Foundation (GLEIF), where she was chair of the audit and finance committee and vice chair of the governance committee. Ms. Doyle was a founding board member for the Rutgers Business School Center for Women in Business, the Rutgers Business School dean’s advisory board, the board of NJ Junior Achievement and the board of Easter Seals of New Jersey where she also founded the organization’s first audit committee. During her 28 year career at J.P. Morgan (NYSE:JPM), Ms. Doyle served in several senior management roles at the company, including managing director in JPM’s Office of Regulatory Affairs, chief financial officer for the firm’s risk management organization, where she was also an executive member of J.P. Morgan’s board of directors risk policy committee, senior vice president of Chase Home Finance and senior vice president of JPM accounting policies group before retiring from JPM in 2021. Prior to joining JPM, Ms. Doyle held roles at Midlantic National Bank (now PNC Bank) in internal audit, KPMG’s audit department, and Prudential Insurance Co. Ms. Doyle has an MBA in Business and BS in Accounting from Rutgers University. Ms. Doyle’s distinguished career and expertise in financial services includes managing a number of finance functions, internal and external audit experiencing and managing a broad range of risk management functions, including risk governance, risk appetite, finance and technology. These experiences qualify her to serve on our Board of Directors. |

  40. SCHEDULE 14A INFORMATION

    | 2024 Annual Proxy Statement | 9 |

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    | Age: 54 Director Since: 2021 | Alka Gupta Independent Director Audit & Risk Committee Member Compensation Committee Member EXPERIENCE AND QUALIFICATIONS Ms. Gupta has served as a director for the Company since 2021 and serves on the Board’s Audit & Risk Committee and Compensation Committee. Ms. Gupta is a Fortune 500 executive and tech entrepreneur with deep experience in digital transformation. Ms. Gupta currently serves as a director of Dwolla, and as the board chair of Digital Frontiers. From 2021 to 2023, Ms. Gupta was a director of MoneyGram International, Inc., where she also was a member of the Compliance and Ethics Committee. She previously served as a Venture Partner at Fin Venture Capital, a fintech B2B focused global venture fund. She was also Co-Founder and former President and board director at GlobaliD, Inc. During her tenure at GlobaliD, she led GlobaliD's growth, including building a high-quality team, launching a cutting-edge product and signing on first digital wallet customers. Prior to this, she was an executive at eBay/PayPal as Head of Strategy for eBay Marketplaces building new growth strategies in areas such as mobile commerce and cross-border payments. She earned her Master of Business Administration from the University of Pennsylvania Wharton School and her Bachelor of Science degree from Case Western Reserve University. |

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    | 10 | National Bank Holdings Corporation |

  43. SCHEDULE 14A INFORMATION

    | | Joseph is a past President of the North American Securities Administrators Association (“NASAA”), and also served as a director on NASAA’s Board for almost a decade. Mr. Joseph currently serves as a board member of the Colorado Board of Mortgage Loan Originators, being appointed to that position by the Colorado Governor in 2014, and reappointed in 2018. He also serves as a member of the Investor Issues Committee for the Financial Industry Regulatory Authority (FINRA). In addition, Mr. Joseph serves as an advisory board member for Plains Dedicated, a privately-held trucking company. Mr. Joseph holds a Bachelor of Science degree in Business Administration from Colorado State University-Pueblo and an MBA in Finance and Accounting from Regis University in Denver. Mr. Joseph’s substantial experience in the regulatory fields of financial services and securities qualifies him to serve on our Board of Directors. | | Age: 71 Director Since: 2014 | Fred J. Joseph Independent Director Audit & Risk Committee Member Nominating & Governance Committee Member EXPERIENCE AND QUALIFICATIONS Mr. Joseph has served as a director for the Company since 2014 and serves on the Board’s Audit & Risk Committee and Nominating and Governance Committee. He is a board member of both NBH Bank and Bank of Jackson Hole Trust. He is also a member of the Trust Committee of Bank of Jackson Hole Trust. Mr. Joseph is currently an advisory board member for Plains Dedicated, a privately-held trucking company. From 2014 to 2022, Mr. Joseph served as a board member of the Colorado Board of Mortgage Loan Originators and previously served as a board member of the Investor Issues committee for the Financial Industry Regulatory Authority (FINRA). Mr. Joseph was a financial services regulator for 30 years, retiring at the end of 2013 as the Banking and Securities Commissioner for the State of Colorado, a dual role created in 2011. From 2008 to 2010, Mr. Joseph served as the Acting Banking Commissioner for the State of Colorado. He was originally appointed as the Securities Commissioner in 1999. In that role, he oversaw the regulatory agency that licenses stockbrokers, brokerage firms and investment advisers in Colorado. In his role as the Banking Commissioner, he had regulatory oversight of state-chartered commercial banks, money transmitters and trust companies in Colorado. From 1992 to 1999, he was the Deputy Securities Commissioner for the State of Colorado. In that position, he oversaw the examination functions as well as the administrative matters for the Colorado Division of Securities. Prior to that, he was the Deputy Commissioner of Financial Services in Colorado for eight years, where he was responsible for the examination and regulatory oversight of state-chartered savings and loan associations and credit unions in Colorado. Mr. Joseph is a past President of the North American Securities Administrators Association (“NASAA”), and also served as a director on NASAA’s board for almost a decade. Mr. Joseph holds a Bachelor of Science degree in Business Administration from Colorado State University-Pueblo and an MBA in Finance and Accounting from Regis University in Denver. Mr. Joseph’s substantial experience in the regulatory fields of financial services and securities qualifies him to serve on our Board of Directors. |

  44. SCHEDULE 14A INFORMATION

    | 2024 Annual Proxy Statement | 11 |

  45. SCHEDULE 14A INFORMATION

    | | President and Chief Executive Officer ad range of banking operations for more than 35 years. | | Age: 63 Director Since: 2010 | G. Timothy Laney Chairman of the Board President and Chief Executive Officer EXPERIENCE AND QUALIFICATIONS Mr. Laney has served as the Company’s President, Chief Executive Officer and director since 2010, and as the Chairman of the Board of Directors since 2014. Mr. Laney currently holds the same positions at NBH Bank, and as the Chairman and Chief Executive Officer of Bank of Jackson Hole Trust, including serving as the Chairman on its Trust Committee. Additionally, Mr. Laney is a board member of Finstro Global Holdings Inc., Finexio, Moffitt Cancer Center, the Chairman of the USA Weightlifting Foundation and is the founder of the NBH Bank Do More Charity Challenge®. Mr. Laney previously served as a board member of the Colorado Bankers Association. Mr. Laney is the former Senior Executive Vice President and Head of Business Services at Regions Financial, one of the nation’s largest full-service banks. In 2007, he joined Regions Financial to lead the transformation of the bank’s wholesale lines of business. Prior to his tenure at Regions Financial, Mr. Laney had a 24-year tenure with Bank of America, where he held senior management roles in small business, commercial banking, private banking, corporate marketing and change management. He also served as President of Bank of America, Florida, with more than 800 banking centers and $50 billion in total assets. He was also a member of Bank of America’s Management Operating committee. Mr. Laney brings to our Board of Directors valuable and extensive experience from managing and overseeing a broad range of banking operations for more than 35 years. |

  46. SCHEDULE 14A INFORMATION

    | Age: 66 Director Since: 2021 | Patrick G. Sobers Director EXPERIENCE AND QUALIFICATIONS Mr. Sobers has served as a director for the Company since 2021 and also serves as a member of the board of directors of both NBH Bank and Bank of Jackson Hole Trust. Mr. Sobers previously served as the EVP, Head of Business and Consumer Banking for NBH Bank. Mr. Sobers is currently a member of the board of trustees of Denver Seminary, a member of the Foundation board of the Moffitt Cancer Center, and he is the Treasurer for Third Way Center, as well as a member of its board. He has been very active in the communities where he has resided, serving on the boards of numerous civic and charitable organizations. Mr. Sobers has over 30 years of experience in the financial services industry. Prior to joining NBH Bank in 2012, he held several leadership positions at Bank of America, including: the Southeast Region’s Consumer Banking Executive; Customer Service and Solutions Executive; Premier Banking and Investments Regional Executive for Florida and Georgia (now Merrill Lynch Wealth Management); and as Tampa Market President. He holds a Bachelor of Applied Science degree in Business Administration from Boston University. |

  47. SCHEDULE 14A INFORMATION

    | 12 | National Bank Holdings Corporation |

  48. SCHEDULE 14A INFORMATION

    | Age: 74 Director Since: 2009 | Micho F. Spring Independent Director Audit & Risk Committee Member Nominating & Governance Committee Member EXPERIENCE AND QUALIFICATIONS Ms. Spring has served as a director for the Company since 2009 and serves on the Board’s Audit & Risk Committee and Nominating and Governance Committee. She also serves as a member of the board of directors of both NBH Bank and Bank of Jackson Hole Trust. Ms. Spring is currently a senior advisor at Weber Shandwick. Ms. Spring also currently serves as Chair Emeritus and is on the Executive Committee of the Greater Boston Chamber of Commerce and is a member of the Corporation of Partners Healthcare, Inc. She also serves on numerous boards of civic organizations, including National Association of Corporate Directors (NACD) New England, John F. Kennedy Library Foundation, Friends of Caritas Cubana and the Massachusetts Conference for Women. From 1992 to 2022, she was a senior executive at Weber Shandwick, where she served as Chief Reputation Officer, Chair of the Global Corporate Practice and President of New England. Prior to joining Weber Shandwick, Ms. Spring was Chief Executive Officer of Boston Telecommunications Company. Ms. Spring served for four years as Deputy Mayor of Boston. She previously served as Chief of Staff to Boston Mayor Kevin H. White after four years of service in New York City government. She also served as a director of Citizens Bank of Massachusetts, one of the largest state-chartered banks in Massachusetts at the time of her service. Ms. Spring attended Georgetown and Columbia Universities and received a Masters in Public Administration from Harvard’s Kennedy School of Government. Ms. Spring’s extensive public policy experience, expertise in public relations, involvement in community activities and knowledge of financial institutions make her a valuable member of our Board. |

  49. SCHEDULE 14A INFORMATION

    | | Nominating & Governance Committee Member | | Age: 60 Director Since: 2016 | Art Zeile Independent Director Compensation Committee Chair Audit & Risk Committee Member EXPERIENCE AND QUALIFICATIONS Mr. Zeile has served as a director for the Company since 2016 and also serves as Chairman of the Compensation Committee and as a member of the Audit & Risk Committee. Mr. Zeile is currently the CEO of DHI Group, Inc. (NYSE: DHX), a leading provider of data, insights and employment connections through its specialized services for technology professionals and other select online communities. Mr. Zeile currently serves on the board of his own company, DHI Group, Inc., and also serves as an advisor of the Dispatch Health Advisory board. From 2008 to 2016, Mr. Zeile co-founded and served as the CEO of HOSTING, a pioneer in the cloud hosting space. From 2004 to 2006, he served as a director for Intrado (NASDAQ: TRDO) and served on the Audit Committee. During that time he was also a director of several other private companies. His extensive career experience also includes serving as CEO and co-founder of several technology companies. He began his career as an officer in the U.S. Air Force. Mr. Zeile holds a Master of Public Policy from the JFK School of Government, Harvard University and a Bachelor of Science in Astronautical Engineering from the U.S. Air Force Academy. Mr. Zeile's extensive experience in software, telecommunications, internet, datacenter and security technologies, with a particular focus on cybersecurity, qualifies him to serve on our Board of Directors. |

  50. Director Nomination Process, Director Qualifications and Board Diversity

    Director Nomination Process, Director Qualifications and Board Diversity Director Selection Process and Qualifications. The Nominating & Governance Committee is responsible for identifying and reviewing the qualifications and skills of Board candidates and for recommending candidates for membership on our Board of Directors. The Board has continually sought directors with backgrounds and skills important to the priorities of the Company, which continue to change in connection with our strategic

  51. Director Nomination Process, Director Qualifications and Board Diversity

    | 16 | National Bank Holdings Corporation |

  52. Director Nomination Process, Director Qualifications and Board Diversity

    objectives, including our digital strategy. Significant banking regulatory skills were added when Mr. Joseph joined our Board in 2014. In 2016, high-level technology and cybersecurity skills were added with the appointment of Mr. Zeile as a director. The 2021 additions of Ms. Gupta and Mr. Sobers not only added diversity to our Board, but Ms. Gupta brings a breadth of digital payments skills and Mr. Sobers brings his significant years of consumer banking experience, both of which reflect the continual evolution of our Board. The 2024 addition of Ms. Doyle brings significant experience in accounting, risk management and regulatory affairs, and Ms. Doyle qualifies as an “audit committee financial expert” as defined by SEC regulations. The breadth of experience and skills of the proposed Board is exemplified by the Board Skills Matrix chart below: Director Diversity and Director Appointments. The Nominating & Governance Committee considers diversity in its assessment of potential nominees for Board membership, pursuant to our Governance Guidelines. Since mid-2021, we have added three new diverse Board members with important experience and skillsets, as discussed above. These have included Patrick Sobers (August 2021), Alka Gupta (November 2021) and Robin Doyle (March 2024). Combined with the retirement of Burney Warren, a director since 2009, these additions have significantly increased our board diversity and reduced the average age and tenure of our directors. Shareholder Nominations. Shareholders are welcome to recommend candidates for membership on the Board. The Nominating & Governance Committee, in accordance with its charter, will evaluate candidates in the same manner that it evaluates other potential nominees. Our Bylaws require timely notice of shareholder nominations to our Secretary, as further discussed in the section “2025 Annual Meeting of Shareholders - Shareholder Proposals” elsewhere in this proxy statement. In order to make a nomination, a shareholder must be a shareholder at the time the Company gives notice of its annual meeting and at the time of the annual meeting, must be entitled to vote at the annual meeting, and must comply with the procedures of our Bylaws. The Bylaws require certain information regarding shareholders who wish to nominate candidates for Board membership. This includes (i) the name and address of such shareholder, as they appear on the Company’s books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith, (collectively, the “Nominating Party”), (ii) information regarding the shares owned by the Nominating Party, (iii) information regarding derivative and other instruments regarding the Company’s stock that the Nominating Party owns, (iv) contracts, arrangements, understandings or relationships the Nominating Party has entered into concerning the Company’s stock and (v) other information relating to the Nominating Party that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. For complete description of the requirements and procedures for shareholder nominations, please refer to our Bylaws.

  53. Director Nomination Process, Director Qualifications and Board Diversity

    | 2024 Annual Proxy Statement | 17 |

  54. Environmental, Social and Governance (ESG) Matters – “Doing Good Committee”

    | ● | director compensation should be sufficient to attract and retain high caliber experienced directors and commensurate with the work required and responsibilities undertaken; and |

  55. 2023 Director Compensation Table

    2023 Director Compensation Table

  56. 2023 Director Compensation Table

    | | Fees earned or paid | Stock | | | | in cash | awards | Total | | Name | ($)(1) | ($)(2)(3) | ($) | | Ralph W. Clermont | 115,000 | 140,000 | 255,000 | | Robert E. Dean | 95,000 | 120,000 | 215,000 | | Alka Gupta | 75,000 | 120,000 | 195,000 | | Fred J. Joseph | 75,000 | 120,000 | 195,000 | | Patrick Sobers | 75,000 | 120,000 | 195,000 | | Micho F. Spring | 75,000 | 120,000 | 195,000 | | Burney S. Warren, III(4) | 26,812 | — | 26,812 | | Art Zeile | 95,000 | 120,000 | 215,000 |

  57. 2023 Director Compensation Table

    | (1) All of Ms. Spring’s cash retainer for 2023 was deferred and credited to an account in her name under the Company’s Nonqualified Deferred Compensation Plan. |

  58. 2023 Director Compensation Table

    | (2) Represents the aggregate grant date fair market value of the restricted stock awards granted to each of our directors (other than Mr. Laney) in 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”), using the valuation assumptions described in Note 16, “Stock-Based Compensation and Benefits” of our consolidated financial statements filed with the SEC on Form 10-K for the fiscal year ended December 31, 2023. |

  59. 2023 Director Compensation Table

    | (3) As of December 31, 2023, our directors (other than Mr. Laney) held the following unvested restricted stock and option awards: 2,510 shares of unvested restricted stock with respect to Mr. Clermont, 2,151 shares of unvested restricted stock and 15,876 vested options with respect to Mr. Sobers (with all option awards having been granted to Mr. Sobers in connection with his previous service as an executive officer of the Company), and 2,151 shares of unvested restricted stock with respect to Messrs. Dean, Joseph and Zeile and Mses. Spring and Gupta. |

  60. 2023 Director Compensation Table

    | (4) Mr. Warren’s term as a director ended on May 9, 2023. |

  61. Philosophy, Objectives, Components and Highlights of Our Executive Compensation Program

    | ● | balance compensation to reward both short-term results and the strategic decisions and actions required to build a sustainable enterprise and create long-term value; |

  62. Philosophy, Objectives, Components and Highlights of Our Executive Compensation Program

    | ● | attract and retain highly qualified executives through a balance of cash and equity compensation. |

  63. Philosophy, Objectives, Components and Highlights of Our Executive Compensation Program

    | Compensation Component | Purpose | Considerations | | Base Salary: Cash | To provide a fixed amount of cash compensation reflective of level and scope of responsibility and competitive practice. | NEO salary levels are based on: ■ experience; ■ scope of responsibilities; ■ individual performance; and ■ competitiveness with salary ranges at other banking organizations. | | Short-Term Incentive Compensation: Cash | To motivate and reward our NEOs for meeting or exceeding corporate, business line and individual performance goals. | ■ The annual short-term incentive for HoldCo Executives is 70% tied to quantitative financial metrics and 30% to qualitative metrics. ■ The annual short-term incentive for Bank Executives is 80% tied to quantitative financial metrics and 20% to qualitative metrics. | | Long-Term Incentive Compensation: Equity Awards | Equity compensation links performance with the interests of our shareholders, promotes a long-term focus, and acts as an effective retention tool for key talent. | ■ 50% of the value in the form of performance-based restricted stock units that vest after a three-year performance period based on the achievement of financial and shareholder return metrics. ■ 30% of the value is in the form of time-based restricted stock that vests over a three-year service period. ■ 20% of the value is in the form of stock options that vest over a three-year service period. This results in 70% of equity compensation being performance-based when stock options are included, as such awards only deliver value for share price appreciation from grant through the date of exercise). |

  64. Philosophy, Objectives, Components and Highlights of Our Executive Compensation Program

    | Compensation Component | Purpose | Considerations | | Long-Term Incentive Compensation: 2UniFi Profits Interests | Profits interests in 2UniFi, LLC (in the form of Class B Units) promotes a long term focus on the growth and success of 2UniFi. | ■ Profits interest awards in 2UniFi, LLC (in the form of Class B Units), which provides the opportunity to share in the future growth of 2UniFi only if the business value grows following the grant date. The profits interests create a direct incentive for our executives to generate operating results that drive long-term appreciation in the value of 2UniFi, LLC. The profits interest awards also support retention goals as the awards vest over 5 years, subject to continuous service. | | Benefits & Perquisites | Benefits are designed to be generally competitive with other banking institutions. | We provide perquisites to our NEOs where we believe there is a strong business rationale for providing them (e.g., optimizing executive’s ability to be productive, safe and efficient). | | Change in Control and Severance Arrangements | Employment agreements or change of control agreements, which include severance benefits and certain change in control benefits, are intended to reinforce and encourage the continued attention and dedication of our NEOs. | Change in control and severance arrangements also are an effective tool in attracting and retaining talent. All of our outstanding equity awards held by our NEOs contain a double-trigger acceleration of equity upon a change in control. |

  65. Philosophy, Objectives, Components and Highlights of Our Executive Compensation Program

    | ● | Double-trigger Acceleration of Equity. All of our outstanding unvested equity awards held by our NEOs and all future equity awards granted under the 2023 Plan contain a double-trigger acceleration of equity upon a change in control. |

  66. Philosophy, Objectives, Components and Highlights of Our Executive Compensation Program

    | ● | Independent Compensation Consultant. The Compensation Committee engages Pay Governance as an independent compensation consultant for advice with respect to the Company’s executive compensation program. |

  67. Philosophy, Objectives, Components and Highlights of Our Executive Compensation Program

    | ● | Capped Payouts. The maximum payouts under our 2023 Short-Term Incentive Plan are limited to 157.5% of the target opportunity for HoldCo Executives, with our Bank Executives having the opportunity to earn as much as a 192.5% payout in the event of extraordinary line of business or individual performance results. The maximum payouts under our long-term performance-based equity award are limited to 150% of the target opportunity for both HoldCo Executives and Bank Executives. |

  68. Philosophy, Objectives, Components and Highlights of Our Executive Compensation Program

    | ● | No Tax Gross Ups on Change in Control Payments. The Company does not provide for tax gross ups on change in control payments. |

  69. Philosophy, Objectives, Components and Highlights of Our Executive Compensation Program

    | ● | Prohibition on Repricing of Stock Options or Stock Appreciation Rights. Our equity plans prohibit the repricing of stock options or stock appreciation rights. |

  70. Setting Compensation for our Named Executive Officers

    Market Data Review Market pay levels and practices, including those of a self-selected peer group, are one of many factors the Compensation Committee considers in making executive compensation decisions. Market information provides an external frame of reference on the range and reasonableness of compensation levels and practices, and is used as a data point in decision-making and not as a primary factor. Internal considerations, competitive factors and the Company’s evolution are other factors the Compensation Committee considers in setting executive compensation. In early 2023, the Compensation Committee used the following Peer Group as recommended by F. W. Cook, (the Compensation Committee’s prior Independent Compensation Consultant) in setting executive compensation for 2023 (the “2022 Compensation Peer Group”):

  71. Setting Compensation for our Named Executive Officers

    The 2022 Compensation Peer Group was reviewed in August of 2023 by Pay Governance, with input from the Compensation Committee and management. The directive from the Compensation Committee in 2023 for setting executive compensation for 2024 was to target companies with a focus in Fintech to recognize the Company’s evolving business model. After substantial review and consideration, the Compensation Committee approved the following peer group of 20 institutions (the “2023 Compensation Peer Group”) for setting executive compensation for 2024:

  72. Setting Compensation for our Named Executive Officers

    In our 2023 peer group analysis, we shifted the primary focus from asset size to median market capitalization. Although we did consider other factors, asset size continued to be reviewed, as did revenue size, geography, investment in Fintech, complexity of the organization, and similarity of business lines and services and products offered to those of the Company. The companies in the 2023 Compensation Peer Group have a median market capitalization of $1 billion (as of June 30, 2023), ranging from approximately $265 million to approximately $2.3 billion. We believe the peers selected are a diverse group of financial institutions that provide the necessary breadth to be meaningful in evaluating NEO compensation. Pay Governance summarized and provided the Compensation Committee with market data relating to base salaries, short-term cash bonuses, long-term equity awards, and total compensation for each of the top five officers at these peer companies, using the data provided in the peer company’s latest available proxy statement. The Compensation Committee also considers regional, as well as survey data from a larger segment of companies within the financial services industry. The Compensation Committee considered this information, together with other factors discussed in this CD&A, in determining NEO compensation.

  73. Executive Compensation Framework

    Executive Short-Term Incentive Plan Compensation 2023 Executive Short-Term Incentive Plan Design The Compensation Committee awards cash incentive compensation pursuant to the terms of the 2023 STIP, which was established pursuant to the 2023 Omnibus Incentive Plan. Under the 2023 STIP, the minimum payout is 0% if certain thresholds are not met, and the maximum payout is 157.5% of the target opportunity for the HoldCo executives in the event of exceptional individual performance, and 192.5% with respect to Mr. Randall in the event of exceptional line of business performance or exceptional individual performance. The below reflects the payout opportunity structure:

  74. Executive Compensation Framework

    | Named executive officer | Base salary(1) | Threshold as % of target | Threshold payout | Target as % of salary | Target payout | Maximum as % of target | Maximum payout | | G. Timothy Laney | $850,000 | 50% | $425,000 | 100% | $850,000 | 157.5% | $1,338,750 | | Aldis Birkans | $469,846 | 50% | $176,192 | 75% | $352,385 | 157.5% | $555,006 | | Richard U. Newfield, Jr. | $406,000 | 50% | $131,950 | 65% | $263,900 | 157.5% | $415,642 | | Angela N. Petrucci | $326,538 | 50% | $97,962 | 60% | $195,923 | 157.5% | $308,579 | | Christopher S. Randall | $320,769 | 50% | $88,212 | 55% | $176,423 | 192.5% | $339,614 |

  75. Executive Compensation Framework

    | (1) Amounts in this column reflects the earnings paid in 2023 (“STIP Eligible Earnings”). |

  76. Executive Compensation Framework

    2023 STIP Structure In its establishment of the 2023 STIP, the Compensation Committee determined that payouts should be based on the attainment of quantitative financial metrics as well as a qualitative assessment of certain objectives and individual performance. The Compensation Committee determined that with respect to Messrs. Laney, Newfield, Birkans and Ms. Petrucci, 70% of the total 2023 STIP bonus should be based on the attainment of specific quantitative financial metrics (“HoldCo Metrics”) as interpolated for performance between threshold, target and maximum levels of performance. With respect to Mr. Randall, the Compensation Committee determined that 10% of the total 2023 STIP bonus should be based upon the same HoldCo metrics, and that 70% should be based upon the performance of the business groups that he leads. There is no payout with respect to a given metric if the threshold level of performance is not achieved. The financial metrics and relative targets established are a reflection of what the Compensation Committee deemed important in the beginning of 2023 to align the NEOs’ performance with the achievement of the Company’s strategic goals for 2023 as well as key long-term financial targets. Specifically, Core Net Income and Asset Quality (Non-Performing Assets Ratio)(each as defined below) were selected as the most important metrics in driving overall corporate performance of the HoldCo executives while line of business-specific loan and deposit growth as well as line of business contribution were each deemed important for Mr. Randall. In addition, with respect to Messrs. Laney, Newfield, Birkans and Ms. Petrucci, the Compensation Committee determined that 30% of the 2023 STIP bonus should be based on a qualitative assessment, with 15% of the 2023 STIP based on Enterprise Risk Management (“ERM”) and ESG efforts and the remaining 15% based upon an individual assessment of each officer, as further described below. With respect to Mr. Randall, the Compensation Committee determined that 20% of the 2023 STIP bonus should be based on a qualitative assessment, with 5% based on ERM and ESG efforts, and the remaining 15% based upon his individual assessment, as further described below. 2023 STIP Goal Setting In establishing the performance metrics for the 2023 STIP, the Compensation Committee focused on the financial metrics that play the most significant role in driving the Company to meet its corporate objectives. Every year, the Company undertakes a rigorous financial planning process geared around establishing targets for performance that will enhance the Company’s franchise value and return for shareholders. The Compensation Committee reviews the metrics that are most aligned with the strategic objectives of the Company and which are most aligned with the interest of shareholders.

  77. Executive Compensation Framework

    | Performance Metrics | Weighting | Threshold | Target | Maximum | Actual | Weighting Achieved | | Core Net Income ($ in thousands)(1) | 40% | $127,386 | $149,866 | $157,359 | $142,567 | 33.5% | | Asset Quality (Non-Performing Assets Ratio)(2) | 30% | 0.80% | 0.65% | 0.50% | 0.42% | 45% | | ERM & ESG(3) | 15% | 80% | 100% | 120% | 150% | 22.5% | | Payout Range for Each Metric | | 50% | 100% | 150% | | | | Qualitative – Individual(5) | 15% | 80% | 100% | 120% | 200% | 30% | | Payout Range for Metric | | 50% | 100% | 150% or 200%* | | | | | | | | | TOTAL PAYOUT: | 131.0%* |

  78. Executive Compensation Framework

    | Performance Metrics | Weighting | Threshold | Target | Maximum | Actual | Weighting Achieved | | Core Net Income ($ in thousands)(1) | 5.0% | $127,386 | $149,866 | $157,359 | $142,567 | 4.2% | | Asset Quality (Non-Performing Assets Ratio) (2) | 5.0% | 0.80% | 0.65% | 0.50% | 0.42% | 7.5% | | ERM & ESG (Qualitative) (3) | 5.0% | 80% | 100% | 120% | 120% | 7.5% | | Line of Business Specific Metrics(4)* | 70% | 60% | 100% | 120% | varies | 38.8% | | Qualitative – Individual(5)* | 15% | 80% | 100% | 120% | 200% | 30% | | STIP Payout as a Percentage of Target | | 50% | 100% | 150%* | TOTAL: | 88.0% |

  79. Executive Compensation Framework

    | Named executive officer | Total Calculated Payout under the 2023 STIP (as a percentage of target) | Total STIP payment for 2023 | | G. Timothy Laney | 131% | $1,114,350 | | Aldis Birkans | 131% | $461,652 | | Richard U. Newfield, Jr. | 131% | $345,730 | | Angela Petrucci | 131% | $256,675 | | Christopher S. Randall | 88% | $155,250 |

  80. Equity Compensation

    Equity Compensation 2023 Long-Term Equity Awards and Equity Mix The equity awards granted in 2023 took the following forms:

  81. Equity Compensation

    | 1. | Three-Year Performance Stock Unit Awards (PSUs) |

  82. Equity Compensation

    | 2. | Option Awards (which we consider to be performance-based since the value realized from such awards is directly linked to share price appreciation through date of exercise) |

  83. Equity Compensation

    | 3. | Time-Based Restricted Stock Awards |

  84. Equity Compensation

    | 4. | Profits Interest of 2UniFi, LLC for HoldCo executives |

  85. Equity Compensation

    | 44 | National Bank Holdings Corporation |

  86. Equity Compensation

    The target equity mix for the CEO and the other NEOs is 70% performance-based for the standard annual equity awards granted in 2023. The Compensation Committee approved the following equity award amounts granted to the NEOs in 2023:

  87. Equity Compensation

    | Named executive officer | Total equity award value as a percentage of salary(1) | Equity award value(2) | Approximate value of PSUs | Approximate value of restricted stock | Approximate value of options | | G. Timothy Laney | 170% | $1,405,769 | 50% | 30% | 20% | | Aldis Birkans | 120% | $460,250 | 50% | 30% | 20% | | Richard U. Newfield, Jr. | 85% | $326,000 | 50% | 30% | 20% | | Angela Petrucci | 70% | $217,250 | 50% | 30% | 20% | | Christopher S. Randall | 78% | $227,000 | 50% | 30% | 20% |

  88. Equity Compensation

    | (1) The equity percentages are based on the annualized salary for each of the executives for 2022 as follows: $826,923 for Mr. Laney, $383,461 for Mr. Birkans, $383,462 for Mr. Newfield, $310,385 for Ms. Petrucci and $290,000 for Mr. Randall. |

  89. Equity Compensation

    | (2) Reflects the equity award amounts attributable to the annual equity grants for each NEO. Does not include the 2UniFi, LLC profits interests awards. |

  90. Equity Compensation

    Three-Year Performance Stock Unit Award In 2023, the Compensation Committee granted a long-term performance stock unit award (“PSU Award”) that vests based on the Company’s achievement of two metrics over a three-year performance period (covering January 1, 2023 through December 31, 2025). The Compensation Committee determined it was appropriate to continue with a single Company-based financial performance metric (3-year adjusted earnings per share) and a single relative market-based metric (3-year relative total shareholder return) which was consistent with the prior year. The Compensation Committee currently believes this structure is important to properly incentivize performance by executives within the Company and closely align with the long-term creation of shareholder value.

  91. Equity Compensation

    | 2024 Annual Proxy Statement | 45 |

  92. Equity Compensation

    The PSU Award will vest on March 1, 2026 and the number of shares delivered will be based upon the Compensation Committee’s certification of the attainment of the results at the end of the three-year performance period. The number of shares delivered under the award will be based upon an interpolation of threshold, target and maximum performance levels. The equity payouts at threshold, target, and maximum levels are 50%, 100% and 150%, respectively. In addition, dividends accrue during the three-year performance period and are paid in proportion to the number of earned performance stock units on the vesting date. The two financial metrics and respective weightings for the PSU Award are as follows:

  93. Equity Compensation

    | Performance Metric | Award Value Weighting | Threshold | Target | Maximum | | Cumulative Adjusted Earnings Per Share (EPS) (1) | 60% | $10.10 | $11.89 | $12.48 | | 3-year Relative Total Shareholder Return (TSR) (percentile rank) (2) | 40% | 35th | 50th | 75th | | Equity Payout Amount | 100% | 50% | 100% | 150% |

  94. Equity Compensation

    | (1) Cumulative Adjusted EPS means the sum of the Company’s earnings per share under GAAP for each of the fiscal years during the performance period, as reported in the Company’s audited financial statements in the Company’s Annual Report on Form 10-K, as adjusted to eliminate the effects of the following: (a) changes in law or accounting principles, (b) one-time effects of mergers and acquisitions charges, (c) gains or losses on the extinguishment of debt or the sale of investment securities, (d) restructuring charges and (e) other extraordinary items that the Compensation Committee deems appropriate. |

  95. Equity Compensation

    | (2) TSR is measured against the TSR for companies in the KBW Nasdaq Regional Banking Index (KRX Index) as of January 1, 2023 and assumes dividends are reinvested in company shares on the ex-dividend date. If the Company has a negative TSR for the performance period, TSR-based shares will not settle for more than target. |

  96. Equity Compensation

    The Company believes the PSU Award is important because it aligns a significant portion of the executive’s compensation against performance over an extended period and aligns the performance goals with the long-term corporate objectives of the Company. The Company believes linking compensation to long-term Company performance encourages prudent risk management and discourages excessive risk taking for short-term gain. Moreover, the Compensation Committee allocated 60% of the value of the award on Cumulative Adjusted EPS given the importance of earnings growth for the Company with the remaining 40% allocated to relative TSR to ensure the NEOs interests are closely aligned with the interests of shareholders. Restricted Stock and Option Awards The Compensation Committee also awarded equity to each of our NEOs in the form of restricted stock and options that each vest in one-third increments over three years. The Compensation Committee believes equity in this form is still an important element to ensure retention of its key executives and, with respect to stock options, also to incentivize long-term performance. Profits Interest Unit Awards 2UniFi, LLC In connection with the continued development of our digital solution 2UniFi, a national platform for providing banking services to small-and-medium-sized businesses, the Company established a wholly-owned subsidiary named 2UniFi, LLC in December 2023. Due to the strategic importance of 2UniFi and the successful growth strategy, the Compensation Committee determined that it was important that the interests of our executives with the most ability to impact our execution of that strategy be tied directly to the growth of 2UniFi. To directly link our executives’ interests with the growth of 2UniFi, our Compensation Committee adopted the 2UniFi, LLC 2023 Equity Unit Incentive Plan in December 2023 and granted profits interest awards in the form of Class B Units of 2UniFi, LLC pursuant to this plan to Messrs. Laney, Birkans, Newfield and Ms. Petrucci on December 11, 2023.

  97. Equity Compensation

    | 46 | National Bank Holdings Corporation |

  98. Equity Compensation

    The Class B Units of 2UniFi, LLC are intended to qualify as profits interests for U.S. federal income tax purposes. The profits interests are equity interests in 2UniFi, LLC, but only have value to the extent the equity value of 2UniFi, LLC increases after the grant date. The Compensation Committee also linked the 2UniFi, LLC, profits interest awards to our retention goals by providing that the awards vest 50% on the third anniversary of the grant date and 25% on each of the fourth and fifth anniversary of the grant date, respectively, subject to continued service. The aggregate grant date fair value of the profits interests awards across our NEO group was less than $50,000. Vesting of 2021 Performance Stock Unit Award The performance stock units that were previously granted in 2021 were subject to performance vesting conditions tied to the Company’s return on tangible assets and total shareholder return relative to a defined group of peer banks within the KRX Index, in each case over the period from January 1, 2021 to December 31, 2023. The Compensation Committee determined to maintain its past use of a relative total shareholder return metric (TSR) and a relative return on tangible assets metric (ROTA). The Compensation Committee believed that the two return metrics appropriately balance operating performance with returns to shareholders, and that the use of relative measurement for both metrics would ensure alignment between management and shareholders. Both metrics also include a governor that caps the potential payout at 100% of target, if our TSR or ROTA are negative during the performance period. The Compensation Committee believes these governors provide important balance such that if our absolute operational performance and/or shareholder returns are not up to standards, the NEOs will not receive an above-target award. The actual achievement under the relative TSR metric was 42nd percentile performance (number 22 out of 37 companies). With respect to the ROTA metric, the Company achieved an average rank at the 60th percentile with our percentile rank calculated separately for each year. In 2024, the Compensation Committee reviewed the Company’s actual performance against the ROTA and relative TSR targets (as further described below) and confirmed that the awards achieved a payout of 101% of target. A summary of the Company’s performance as measured against the targets, and the resulting payout, is set forth below:

  99. Equity Compensation

    | | | Performance Goals | | | Results | | | Performance Metric | Award Value Weighting | Threshold (50% Payout) | Target (100% Payout) | Max (150% Payout) | Actual Performance | Percent of Target Payout | | 3-year Relative Return on Tangible Assets (ROTA) (1) | 60% | 35th | 50th | 75th | 60th | 120% | | 3-year Relative TSR (percentile rank) (2) | 40% | 35th | 50th | 75th | 42nd | 73% | | | | | | | Total: | 101% |

  100. Equity Compensation

    | (1) ROTA is measured as the average of the percentile ranking of the Company’s ROTA among the ROTAs for companies included in the KRX Index for each respective calendar year of the performance period. If the Company has a negative ROTA in any one of the three years in the performance period, ROTA-based shares will not settle for more than target. Under the terms of the award, the Compensation Committee has the discretion to remove banks that have not implemented the Current Expected Credit Losses accounting standard (CECL) from the KRX Index as well as to adjust the calculation to account for one-time expenses related to mergers and acquisitions as reported in the public filings with the SEC. The payout percentage reflects such adjustments in the calculation. |

  101. Equity Compensation

    | (2) TSR is measured against the TSR for companies in the KRX Index as of January 1, 2021 and assumes dividends are reinvested in additional shares on the ex-dividend date. If the Company has a negative absolute TSR for the three-year cumulative performance period, TSR-based shares will not settle for more than target. |

  102. Equity Compensation

    | 2024 Annual Proxy Statement | 47 |

  103. Summary Compensation Table

    Summary Compensation Table The following summary compensation table sets forth the total compensation paid or accrued for the years ended December 31, 2023, 2022 and 2021 (as applicable) for each of our NEOs.

  104. Summary Compensation Table

    | | | | | | | | Nonqualified | | | | | | | | | | Non-equity | deferred | | | | | | | | Stock | Option | incentive plan | compensation | All other | | | Name and principal | | Salary | Bonus | awards | awards | compensation | earnings | compensation | Total | | position | Year | ($) | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | ($) | | G. Timothy Laney | 2023 | 850,000 | — | 1,160,363 | 281,148 | 1,114,350 | — | 172,240(5) | 3,578,101 | | Chairman, President and | 2022 | 826,923 | — | 839,909 | 209,995 | 1,302,404 | — | 111,158 | 3,290,389 | | Chief Executive Officer | 2021 | 750,000 | — | 976,678 | 209,994 | 1,012,500 | — | 60,375 | 3,009,547 | | Aldis Birkans | 2023 | 469,846 | — | 373,643 | 92,046 | 461,652 | 2,688 | 61,764(6) | 1,461,640 | | EVP, Chief Financial Officer | 2022 | 383,461 | — | 359,961 | 89,990 | 452,964 | 1,629 | 55,700 | 1,343,705 | | | 2021 | 365,769 | — | 283,953 | 59,492 | 421,875 | 1,544 | 27,900 | 1,160,533 | | Richard U. Newfield, Jr. | 2023 | 406,000 | — | 262,653 | 65,196 | 345,730 | 6,033 | 42,252(7) | 1,127,864 | | EVP, Chief Risk | 2022 | 383,462 | — | 294,294 | 73,598 | 392,568 | 5,015 | 39,621 | 1,188,558 | | Management Officer | 2021 | 375,000 | — | 304,215 | 63,748 | 365,625 | 5,015 | 30,917 | 1,144,520 | | Angela N. Petrucci | 2023 | 326,538 | — | 175,650 | 43,446 | 256,675 | 50 | 18,866(8) | 821,225 | | EVP, Chief Administrative | 2022 | 310,385 | — | 165,156 | 41,300 | 293,313 | 20 | 26,494 | 836,668 | | Officer & General Counsel | 2021 | 274,231 | | 141,442 | 29,992 | 258,750 | 13 | 20,857 | 725,284 | | Christopher S. Randall | 2023 | 320,769 | — | 181,562 | 45,392 | 155,250 | — | 7,565(9) | 710,538 | | EVP, Commercial, Specialty | 2022 | 290,000 | — | 150,781 | 37,697 | 193,779 | — | 6,909 | 679,166 | | and Business Banking | 2021 | 286,538 | — | 142,953 | 35,744 | 183,000 | — | 6,114 | 654,349 |

  105. Summary Compensation Table

    | (1) The amounts in this column reflect the grant date fair value of the restricted stock awarded to our NEOs, determined in accordance with FASB ASC Topic 718. See Note 16, “Stock-Based Compensation and Benefits” of our consolidated financial statements filed with the SEC on Form 10-K for the fiscal year ended December 31, 2023 for an explanation of the assumptions made in valuing these awards. |

  106. Summary Compensation Table

    With respect to the performance stock units granted in 2021 and 2022 please refer to our Form 10-K for the fiscal year ended December 31, 2023, Note 16, Stock-based Compensation and Benefits, Performance stock units section. Pursuant to SEC rules, for the part of the performance stock units that are subject to performance conditions (the ROTA metric for the 2021 award and the cumulative EPS metric for the 2022 and 2023 awards), the value of such award assuming the highest level of performance condition is achieved under the 2021, 2022, and 2023 awards is $472,462, $472,444, and $632,595 respectively, for Mr. Laney, $133,853, $202,476, and $207,084 respectively, for Mr. Birkans, $143,431, $165,545, and $146,655 respectively, for Mr. Newfield, $67,469, $92,909, and $97,720 respectively, for Ms. Petrucci, and $80,420, $84,824, and $102,137 respectively, for Mr. Randall. For that part of the performance stock units that is subject to market conditions (the TSR metric), the potential maximum value is factored into the calculated grant date fair value for the 2021, 2022, and 2023 awards, which is $314,975, $314,976, and $421,730 respectively, for Mr. Laney, $89,248, $134,990, and $138,047 respectively, for Mr. Birkans, $95,605, $110,350, and $97,781 respectively, for Mr. Newfield, $44,996, $61,917, and $65,147 respectively, for Ms. Petrucci, and $53,589, $56,523, and $68,069 respectively, for Mr. Randall. Stock award amounts include the Class B Units of 2UniFi, LLC which had a grant date fair value of $35,750 for Mr. Laney, $5,500 for Mr. Birkans and $1,925 for Mr. Newfield and Ms. Petrucci, respectively. The Company is an investor in Finstro Global Holdings, Inc., (Finstro), a provider of trade credit and payment solutions. In 2021, Finstro granted an award of performance-vesting restricted shares to each of Messrs. Laney, Birkans, Newfield and Ms. Petrucci with a grant date fair market value of $391,121, $65,162, $52,122 and $52,122 respectively. Such awards were previously disclosed in the Company’s annual proxy statement filed with the SEC for the fiscal year ended December 31, 2021. The awards were granted solely in connection with these NEOs’ services to Finstro and the Compensation Committee does not consider such awards in making its compensation decisions with respect to these NEOs’ services to the Company. Because Finstro is not a subsidiary of the Company, these awards are not included in this column.

  107. Summary Compensation Table

    | (2) The amounts in this column reflect the grant date fair value of stock option awards granted to our NEOs, determined in accordance with FASB ASC Topic 718. The grant date fair value of the stock options is estimated using the Black-Scholes option pricing model. |

  108. Summary Compensation Table

    | 50 | National Bank Holdings Corporation |

  109. Summary Compensation Table

    | See Note 16, “Stock-Based Compensation and Benefits” of our consolidated financial statements filed with the SEC on Form 10-K for the fiscal year ended December 31, 2023 for an explanation of the assumptions made in valuing these awards. |

  110. Summary Compensation Table

    | (3) Amounts in this column represent cash bonuses we paid under the 2023 STIP. See “Review of 2023 STIP Performance Metrics Results by the Compensation Committee” above. |

  111. Summary Compensation Table

    | (4) Any amounts reported in this column represent the above-market portion of interest earned in a fixed rate investment option under our Nonqualified Deferred Compensation Plan. |

  112. Summary Compensation Table

    | (5) Includes Company matching contributions to the 401(k) plan and Nonqualified Deferred Compensation Plan of $9,900 and $64,572, respectively, $91,828 representing the value of personal use of the corporate aircraft in 2023, and imputed income on life insurance premiums of $5,940. |

  113. Summary Compensation Table

    | (6) Includes Company matching contributions to the 401(k) plan and Nonqualified Deferred Compensation Plan of $9,900 and $27,684, respectively, $23,790 representing the value of personal use of the corporate aircraft in 2023, and imputed income on life insurance premiums of $390. |

  114. Summary Compensation Table

    | (7) Includes Company matching contributions to the 401(k) plan and Nonqualified Deferred Compensation Plan of $9,900 and $23,957, respectively, $5,821 representing the value of personal use of the corporate aircraft in 2023, and imputed income on life insurance premiums of $2,574. |

  115. Summary Compensation Table

    | (8) Includes Company matching contributions to the Nonqualified Deferred Compensation Plan of $18,596 and imputed income on life insurance premiums of $270. |

  116. Summary Compensation Table

    | (9) Includes Company matching contributions to the Nonqualified Deferred Compensation Plan of $5,813 and imputed income on life insurance premiums of $1,419. |

  117. Summary Compensation Table

    | 2024 Annual Proxy Statement | 51 |

  118. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth certain information with respect to plan-based awards granted to each of our NEOs during 2023:

  119. 2023 Grants of Plan-Based Awards

    | | | | | | | | | | All | All | | Grant | | | | | | | | | | | other | other | | date | | | | | | | | | | | stock | option | | fair | | | | | | | | | | | awards: | awards: | Exercise | value | | | | | | | | | | | Number of | Number of | or base | of stock | | | | | Estimated potential payouts under | | | Estimated future payouts under | | | shares | securities | price of | and | | | | Date of | non-equity incentive plan awards(1) | | | equity incentive plan awards(2) | | | of stock | underlying | option | option | | | | Committee | Threshold | Target | Maximum | Threshold | Target | Maximum | or units | options | awards | awards | | Name | Grant date | Approval | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($/Sh) | ($)(3) | | G. Timothy Laney | — | — | 425,000 | 850,000 | 1,338,750 | — | — | — | — | — | — | — | | | 04/01/2023 | 02/28/2023 | — | — | — | — | — | — | — | 31,204(5) | 33.46 | 281,148 | | | 04/01/2023 | 02/28/2023 | — | — | — | — | — | — | 12,604(4) | — | — | 421,730 | | | 04/01/2023 | 02/28/2023 | — | — | — | 11,497 | 22,994 | 34,491 | — | — | — | 702,883 | | | 12/11/2023 | 12/11/2023 | — | — | — | — | — | — | 65,000(6) | — | — | 35,750(6) | | Aldis Birkans | — | — | 176,192 | 352,385 | 555,006 | — | — | — | — | — | — | — | | | 04/01/2023 | 02/28/2023 | — | — | — | — | — | — | — | 10,216(5) | 33.46 | 92,046 | | | 04/01/2023 | 02/28/2023 | — | — | — | — | — | — | 4,126(4) | — | — | 138,056 | | | 04/01/2023 | 02/28/2023 | — | — | — | 3,764 | 7,527 | 11,291 | — | — | — | 230,087 | | | 12/11/2023 | 12/11/2023 | — | — | — | — | — | — | 10,000(6) | — | — | 5,500(6) | | Richard U. Newfield, Jr. | — | — | 131,950 | 263,900 | 415,642 | — | — | — | — | — | — | — | | | 04/01/2023 | 02/28/2023 | — | — | — | — | — | — | — | 7,236(5) | 33.46 | 65,196 | | | 04/01/2023 | 02/28/2023 | — | — | — | — | — | — | 2,922(4) | — | — | 97,770 | | | 04/01/2023 | 02/28/2023 | — | — | — | 2,666 | 5,331 | 7,997 | — | — | — | 162,958 | | | 12/11/2023 | 12/11/2023 | — | — | — | — | — | — | 3,500(6) | — | — | 1,925(6) | | Angela Petrucci | — | — | 97,962 | 195,923 | 308,579 | — | — | — | — | — | — | — | | | 04/01/2023 | 02/28/2023 | — | — | — | — | — | — | — | 4,822(5) | 33.46 | 43,446 | | | 04/01/2023 | 02/28/2023 | — | — | — | — | — | — | 1,947(4) | — | — | 65,147 | | | 04/01/2023 | 02/28/2023 | — | — | — | 1,776 | 3,552 | 5,328 | — | — | — | 108,578 | | | 12/11/2023 | 12/11/2023 | — | — | — | — | — | — | 3,500(6) | — | — | 1,925(6) | | Christopher S. Randall | — | — | 88,212 | 176,423 | 339,614 | — | — | — | — | — | — | — | | | 04/01/2023 | 02/28/2023 | — | — | — | — | — | — | — | 5,038(5) | 33.46 | 45,392 | | | 04/01/2023 | 02/28/2023 | — | — | — | — | — | — | 2,035(4) | — | — | 68,091 | | | 04/01/2023 | 02/28/2023 | — | — | — | 1,856 | 3,712 | 5,568 | — | — | — | 113,471 |

  120. 2023 Grants of Plan-Based Awards

    | (1) Cash incentive bonuses under the 2023 STIP. |

  121. 2023 Grants of Plan-Based Awards

    | (2) Represents the possible range of the performance stock units granted in 2023 under the 2023 Omnibus Incentive Plan. The performance stock units vest upon the achievement of specified performance criteria; please see “Three-Year Performance Stock Unit Award” above for more details. Dividend equivalents are accrued during the three-year performance period and paid upon vesting based on the number of units that vest. |

  122. 2023 Grants of Plan-Based Awards

    | (3) The amounts in this column reflect the grant date fair value of the restricted stock, performance stock units, stock options and Class B Units of 2UniFi, LLC awarded to the NEOs in 2023 in accordance with FASB ASC Topic 718. See Note 16, “Stock-Based Compensation and Benefits” of our consolidated financial statements filed with the SEC on Form 10-K for the fiscal year ended December 31, 2023 for an explanation of the assumptions made in valuing these awards. Specifically, the values for the performance stock units are based upon the Company’s stock price (for the EPS target portion) and by using a Monte Carlo Simulation (for the relative TSR target portion) as of the grant date, respectively. The actual number of shares earned for the performance stock units is dependent on the Company's performance during the performance measuring period, therefore actual results may vary. For a more complete description of the criteria for payment of the performance stock units granted in 2023, please see "Three-Year Performance Stock Unit Award" above. |

  123. 2023 Grants of Plan-Based Awards

    | (4) Represents time-based shares of restricted stock that vest, subject to the NEO’s continued service through the applicable vesting date, in three equal annual installments, the first of which will occur on April 28, 2024. Dividends are paid out on these shares at the same time and same rate as dividends are paid to other shareholders. |

  124. 2023 Grants of Plan-Based Awards

    | (5) Represents stock options that vest, subject to the NEO’s continued service through the applicable vesting date, in three equal annual installments, the first of which will occur on April 28, 2024. |

  125. 2023 Grants of Plan-Based Awards

    | (6) Represents the number of Class B Units of 2UniFi, LLC that were granted on December 11, 2023 under the 2UniFi, LLC 2023 Equity Unit Incentive Plan. 50% of the awards vest upon the third anniversary of the date of grant and 25% of the awards vest upon each of the fourth and fifth anniversaries of the date of grant. The grant date fair value of the awards was $0.55 per unit. |

  126. 2023 Grants of Plan-Based Awards

    | 52 | National Bank Holdings Corporation |

  127. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides information regarding outstanding equity awards held by each of our NEOs on December 31, 2023:

  128. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | Restricted Stock Awards | | Performance-Based Awards | | | | | | | | | | | Equity | | | | | | | | | | incentive | | | | | | | | | Equity | plan | | | | | | | | | incentive | awards: | | | | | | | | | plan | Market or | | | | | | | | | awards: | payout | | | | | | | | | Number of | value of | | | | | | | Number | Market | unearned | unearned | | | Number of | Number of | | | of shares | value of | shares, | shares, | | | securities | securities | | | or units | shares or | units or | units or | | | underlying | underlying | | | of stock | units of | other | other | | | unexercised | unexercised | Option | | that | stock that | rights that | rights that | | | options | options | exercise | Option | have not | have not | have not | have not | | | exercisable | unexercisable | price | expiration | vested | vested | vested | vested | | Name | (#) | (#) | ($) | date | (#) | ($)(1) | (#) | ($)(1) | | G. Timothy Laney | 31,996 | — | 19.08 | 4/28/2025 | 3,750(2) | 139,463 | 21,278(3) | 791,329 | | | 49,763 | — | 19.56 | 3/1/2026 | 5,143(4) | 191,268 | 20,507(5) | 762,655 | | | 26,683 | — | 34.04 | 3/1/2027 | 12,604(6) | 468,743 | 22,994(7) | 855,147 | | | 37,042 | — | 32.65 | 3/1/2028 | 65,000(8) | — | — | — | | | 33,386 | — | 34.08 | 4/1/2029 | — | — | — | — | | | 63,444 | — | 23.10 | 4/1/2030 | — | — | — | — | | | 14,506 | 7,255(2) | 40.16 | 4/1/2031 | — | — | — | — | | | 6,469 | 12,939(4) | 40.83 | 4/1/2032 | — | — | — | — | | | — | 31,204(6) | 33.46 | 4/1/2033 | — | — | — | — | | Aldis Birkans | 2,773 | — | 19.08 | 4/28/2025 | 1,125(2) | 41,839 | 6,029(3) | 224,219 | | | 3,080 | — | 19.56 | 3/1/2026 | 2,204(4) | 81,967 | 8,789(5) | 326,863 | | | 3,303 | — | 34.04 | 3/1/2027 | 4,126(6) | 153,446 | 7,527(7) | 279,929 | | | 2,442 | — | 32.65 | 3/1/2028 | 10,000(8) | — | — | — | | | 1,987 | — | 35.36 | 5/2/2028 | — | — | — | — | | | 7,631 | — | 34.08 | 4/1/2029 | — | — | — | — | | | 17,552 | — | 23.10 | 4/1/2030 | — | — | — | — | | | 4,110 | 2,055(2) | 40.16 | 4/1/2031 | — | — | — | — | | | 2,772 | 5,545(4) | 40.83 | 4/1/2032 | — | — | — | — | | | — | 10,216(6) | 33.46 | 4/1/2033 | — | — | — | — | | Richard U. Newfield, Jr. | 6,607 | — | 34.04 | 3/1/2027 | 1,205(2) | 44,814 | 6,460(3) | 240,247 | | | 8,934 | — | 32.65 | 3/1/2028 | 1,802(4) | 67,016 | 7,186(5) | 267,247 | | | 8,783 | — | 34.08 | 4/1/2029 | 2,922(6) | 108,669 | 5,331(7) | 198,260 | | | 19,259 | — | 23.10 | 4/1/2030 | 3,500(8) | — | — | — | | | 4,404 | 2,202(2) | 40.16 | 4/1/2031 | — | — | — | — | | | 2,267 | 4,535(4) | 40.83 | 4/1/2032 | — | — | — | — | | | — | 7,236(6) | 33.46 | 4/1/2033 | — | — | — | — | | Angela Petrucci | 541 | — | 20.33 | 6/15/2025 | 553(2) | 20,566 | 3,039(3) | 113,020 | | | 675 | — | 19.56 | 3/1/2026 | 1,012(4) | 37,636 | 4,033(5) | 149,987 | | | 889 | — | 34.04 | 3/1/2027 | 1,947(6) | 72,409 | 3,552(7) | 132,099 | | | 1,356 | — | 32.65 | 3/1/2028 | 3,500(8) | — | — | — | | | 1,844 | — | 34.08 | 4/1/2029 | — | — | — | — | | | 3,021 | — | 23.10 | 4/1/2030 | — | — | — | — | | | 1,631 | — | 26.00 | 7/1/2030 | — | — | — | — | | | 2,072 | 1,036(2) | 40.16 | 4/1/2031 | — | — | — | — | | | 1,272 | 2,545(4) | 40.83 | 4/1/2032 | — | — | — | — | | | — | 4,822(6) | 33.46 | 4/1/2033 | — | — | — | — | | Christopher S. Randall | 2,096 | — | 34.04 | 3/1/2027 | 445(2) | 16,550 | 3,622(3) | 134,702 | | | 6,309 | — | 32.65 | 3/1/2028 | 924(4) | 34,364 | 3,682(5) | 136,933.58 | | | 5,683 | — | 34.08 | 4/1/2029 | 2,035(6) | — | 3,712(7) | 138,049 | | | 3,021 | — | 23.10 | 4/1/2030 | — | — | — | — | | | 2,468 | 1,236(2) | 40.16 | 4/1/2031 | — | — | — | — | | | 1,161 | 2,323(4) | 40.83 | 4/1/2032 | — | — | — | — | | | — | 5,038(6) | 33.46 | 4/1/2033 | — | — | — | — |

  129. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 2024 Annual Proxy Statement | 53 |

  130. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Based upon the closing price of our common stock on December 31, 2023, which was $37.19. |

  131. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) Represents awards that will vest in full on April 28, 2024, subject to the NEO’s continued service through such date. |

  132. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Amounts shown above represent the performance stock units granted in 2021 (the “2021 PSU Award”). The number of units are currently reflected at the maximum level of performance. The relative TSR component of the 2021 PSU Award vested on March 1, 2024 and the ROTA component will vest on April 1, 2024, with the number of shares delivered based upon the Compensation Committee’s certification of the attainment of the results at the end of the three-year performance period (January 1, 2021 through December 31, 2023), which attainment resulted in a payout of 101%, as discussed in more detail in the “Vesting of 2021 Performance Stock Unit Award” above. In addition, dividends accrued during the three-year performance period and were paid on any 2021 PSU Award following the vesting date. |

  133. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) Represents awards that vest, subject to the NEO’s continued service through the applicable vesting date, in two equal annual installments, the first of which will occur on April 28, 2024. |

  134. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) Amounts shown above represent the performance stock units granted in 2022 (the “2022 PSU Award”). Since performance through December 31, 2023 is tracking between target and maximum performance, the number of units are currently reflected at the maximum level of performance. Actual results for these awards cannot be determined at this time. The actual amounts to be vested and earned, if any, depend on actual performance against an EPS metric (60% weighting) and a relative TSR metric (40% weighting) over a three-year performance period (January 1, 2022 through December 31, 2024). The 2022 PSU Award will vest on March 1, 2025, and the number of shares delivered will be based upon the Compensation Committee’s certification of the attainment of the results at the end of the three-year performance period. The number of shares delivered under the 2022 PSU Award will be based upon an interpolation of threshold, target and maximum performance levels. The equity payouts at threshold, target and maximum levels are 50%, 100% and 150%, respectively. In addition, dividends accrue during the three-year performance period and will be paid on any earned performance stock units following the vesting date. |

  135. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) Represents awards that vest, subject to the NEO’s continued service through the applicable vesting date, in three equal annual installments, the first of which will occur on April 28, 2024. |

  136. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) Amounts shown above represent the performance stock units granted in 2023 (the “2023 PSU Award”). The number of units are currently reflected at the target level of performance. Actual results for these awards cannot be determined at this time. The actual amounts to be vested and earned, if any, depend on actual performance against an EPS metric (60% weighting) and a relative TSR metric (40% weighting) over a three-year performance period (January 1, 2023 through December 31, 2025). The 2023 PSU Award will vest on March 1, 2026, and the number of shares delivered will be based upon the Compensation Committee’s certification of the attainment of the results at the end of the three-year performance period. The number of shares delivered under the 2023 PSU Award will be based upon an interpolation of threshold, target and maximum performance levels. The equity payouts at threshold, target and maximum levels are 50%, 100% and 150%, respectively. In addition, dividends accrue during the three-year performance period and will be paid on any earned performance stock units following the vesting date. |

  137. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (8) Represents the number of Class B Units of 2UniFi, LLC that were granted on December 11, 2023 under the 2UniFi, LLC 2023 Equity Unit Incentive Plan. 50% of the awards vest upon the third anniversary of the date of grant and 25% of the awards vest upon the fourth and fifth anniversaries of the date of grant. There is no value attributable to these awards as of December 31, 2023 as those awards did not have a liquidation value as of December 31, 2023. |

  138. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table provides information regarding options exercised and shares of restricted stock vested during 2023 with respect to each of our NEOs:

  139. Option Exercises and Stock Vested in 2023

    | | Option Exercises and Stock Vested | | | | | | Option Awards | | Stock Awards | | | | Number of shares | | Number of shares | | | | acquired on | Value realized on | acquired on | Value realized on | | | exercise | exercise | vesting | vesting | | Name | (#) | ($) | (#) | ($) | | G. Timothy Laney(1) | 28,000 | 532,840 | 37,087 | 1,312,086 | | Aldis Birkans (2) | 2,600 | 49,478 | 10,735 | 378,088 | | Richard U. Newfield, Jr.(3) | — | — | 11,442 | 404,142 | | Angela Petrucci(4) | — | — | 3,065 | 102,664 | | Christopher S. Randall(5) | — | — | 5,300 | 187,492 |

  140. Option Exercises and Stock Vested in 2023

    | (1) Option award for 28,000 shares exercised on December 14, 2023. Of these shares, 14,000 were delivered to a former spouse pursuant to a divorce decree. Stock awards include 12,815 and 13,406 performance stock units that vested on March 1, 2023 and April 1, 2023, respectively, and 10,866 shares of time-based restricted stock that vested on April 28, 2023. Of these shares, 2,273 were delivered to a former spouse pursuant to a divorce decree. |

  141. Option Exercises and Stock Vested in 2023

    | 54 | National Bank Holdings Corporation |

  142. Option Exercises and Stock Vested in 2023

    | (2) Option award for 2,600 shares exercised on December 14, 2023. Stock award include 3,545 and 3,709 performance stock units that vested on March 1, 2023 and April 1, 2023, respectively, and 3,481 shares of time-based restricted stock that vested on April 28, 2023. |

  143. Option Exercises and Stock Vested in 2023

    | (3) Stock awards include 3,890 and 4,069 performance stock units that vested on March 1, 2023 and April 1, 2023, respectively, and 3,483 shares of time-based restricted stock that vested on April 28, 2023. |

  144. Option Exercises and Stock Vested in 2023

    | (4) Stock awards include 609 and 638 performance stock units that vested on March 1, 2023 and April 1, 2023, respectively, and 1,273 and 545 shares of time-based restricted stock that vested on April 28, 2023 and October 1, 2023, respectively. |

  145. Option Exercises and Stock Vested in 2023

    | (5) Stock awards include 1,830 and 1,914 performance stock units that vested on March 1, 2023 and April 1, 2023, and 1,556 shares of time-based restricted stock that vested on April 28, 2023. |

  146. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The NEOs are eligible to participate in our Nonqualified Deferred Compensation Plan, which we refer to as the “NDCP.” The NDCP, which is meant to be an unfunded deferred compensation plan, is intended to be exempt from certain requirements of the Employee Retirement Income Security Act of 1974. The NDCP is similar to our 401(k) plan; however, it does not have the statutory limit on contributions that the 401(k) plan has. Executives may participate in the NDCP even if they do not participate in the 401(k) plan. NDCP participants may defer up to 75% of their base salaries and up to 85% of their bonuses (annual incentives) until separation of service or upon the occurrence of other specified events (e.g., disability, previously specified dates, and a change in control). Generally, once a participant makes an election regarding the time of his or her deferred compensation payout, he or she may only modify that election if such modification occurs at least one year before the payout would begin if not modified and does not cause any amounts to be paid to the participant for at least five years after the payout would have begun if not modified. NDCP participants may elect to have their account balances paid in a lump sum upon a change in control. The Company matches participants’ contributions to the NDCP in the same way it matches 401(k) plan contributions. Each of the participating NEOs’ contributions to the NDCP and the related Company matching contributions are fully vested when made. Each NDCP participant may choose among a variety of investment options. The Company pays all applicable fees and expenses relating to the administration of the NDCP and may, in its sole discretion, make additional discretionary contributions to participants’ accounts.

  147. Nonqualified Deferred Compensation Plan

    | | | Registrant | Aggregate | | Aggregate | | | Executive | contributions | earnings | Aggregate | balance at | | | contributions in | in last | in last | withdrawals/ | last fiscal | | | last fiscal year | fiscal year | fiscal year | distributions | year end | | Name | ($)(1) | ($)(2) | ($)(3) | ($) | ($)(4) | | G. Timothy Laney | 138,192 | 64,572 | 140,278 | — | 2,077,502 | | Aldis Birkans | 114,085 | 27,684 | 73,207 | — | 762,671 | | Richard U. Newfield, Jr. | 268,541 | 23,957 | 231,810 | — | 1,985,270 | | Angela Petrucci | 36,528 | 18,596 | 13,938 | — | 155,067 | | Christopher S. Randall | 19,378 | 5,813 | 12,640 | — | 219,848 |

  148. Nonqualified Deferred Compensation Plan

    | (1) This column represents amounts deferred from base salary and annual short-term incentive plan payments during 2023. Although deferred, these amounts are included in the Summary Compensation Table in the columns captioned ‘Salary” and “Non-Equity Incentive Plan Compensation,” as applicable. |

  149. Nonqualified Deferred Compensation Plan

    | (2) These amounts are included in the Summary Compensation Table in the column captioned “All Other Compensation.” |

  150. Nonqualified Deferred Compensation Plan

    | (3) This column includes total earnings and losses on the amounts held under the NDCP during 2023. With respect to Messrs. Birkans and Newfield and Ms. Petrucci, earnings that represent an above-market portion of interest have been included in the Summary Compensation Table in the column captioned “Nonqualified Deferred Compensation Earnings”. |

  151. Nonqualified Deferred Compensation Plan

    | (4) Of these balances, the following were reported in Summary Compensation Tables in prior-year statements: $1,551,322 for Mr. Laney, $188,582 for Mr. Birkans, $1,194,571 for Mr. Newfield, $67,576 for Ms. Petrucci, and $70,298 for Mr. Randall. |

  152. Nonqualified Deferred Compensation Plan

    | 2024 Annual Proxy Statement | 55 |

  153. 2023 Potential Payments upon Termination or Change-in-Control

    2023 Potential Payments upon Termination or Change-in-Control The following discussion addresses potential payments to our NEOs upon termination of employment or a change in control.

  154. 2023 Potential Payments upon Termination or Change-in-Control Table

    2023 Potential Payments upon Termination or Change-in-Control Table

  155. 2023 Potential Payments upon Termination or Change-in-Control Table

    | | | | Stock | Restricted | | | | | Cash | option | stock | | | | | severance | vesting | vesting | Total | | Name | Scenario | ($)(1) | ($) | ($) | ($)(2) | | G. Timothy Laney | Voluntary Resignation without Good Reason | — | — | — | — | | | Voluntary Resignation with Good Reason or Involuntary Termination not for Cause | 7,571,562 | — | — | 7,571,562 | | | Involuntary Termination for Cause | — | — | — | — | | | Involuntary Termination or Voluntary Resignation with Good Reason Following Change in Control | 7,307,212 | 47,749 | 2,690,548 | 10,045,509 | | | Change in Control - No Termination of Employment(3) | — | — | — | — | | | Death or Disability - No Change in Control | — | 47,749 | 799,436 | 847,185 | | | Death or Disability Following Change in Control(3) | — | 47,749 | 2,690,548 | 2,738,297 | | | Retirement(4) | — | — | — | — | | Aldis Birkans | Voluntary Resignation without Good Reason | — | — | — | — | | | Voluntary Resignation with Good Reason or Involuntary Termination not for Cause | 1,409,616 | — | — | 1,409,616 | | | Involuntary Termination for Cause | — | — | — | — | | | Involuntary Termination or Voluntary Resignation with Good Reason Following Change in Control | 2,266,928 | 11,819 | 924,543 | 3,203,290 | | | Change in Control - No Termination of Employment(3) | — | — | — | — | | | Death or Disability - No Change in Control | — | 11,819 | 277,251 | 289,070 | | | Death or Disability Following Change in Control(3) | — | 11,819 | 924,543 | 936,362 | | | Retirement(4) | — | — | — | — | | Richard U. Newfield, Jr. | Voluntary Resignation without Good Reason | — | — | — | — | | | Voluntary Resignation with Good Reason or Involuntary Termination not for Cause | 1,150,298 | — | — | 1,150,298 | | | Involuntary Termination for Cause | — | — | — | — | | | Involuntary Termination or Voluntary Resignation with Good Reason Following Change in Control | 1,877,136 | 3,943 | 757,040 | 2,638,119 | | | Change in Control - No Termination of Employment(3) | — | — | — | — | | | Death or Disability - No Change in Control | — | 3,943 | 220,500 | 224,443 | | | Death or Disability Following Change in Control(3) | — | 3,943 | 757,040 | 760,983 | | | Retirement(4) | — | — | — | — | | Angela N. Petrucci | Voluntary Resignation without Good Reason | — | — | — | — | | | Voluntary Resignation with Good Reason or Involuntary Termination not for Cause | 879,988 | — | — | 879,988 | | | Involuntary Termination for Cause | — | — | — | — | | | Involuntary Termination or Voluntary Resignation with Good Reason Following Change in Control | 1,444,626 | 5,645 | 438,024 | 1,888,295 | | | Change in Control - No Termination of Employment(3) | — | — | — | — | | | Death or Disability - No Change in Control | — | 5,645 | 130,611 | 136,256 | | | Death or Disability Following Change in Control(3) | — | 5,645 | 438,024 | 443,669 | | | Retirement(4) | — | — | — | — | | Christopher S. Randall | Voluntary Resignation without Good Reason | — | — | — | — | | | Voluntary Resignation with Good Reason or Involuntary Termination not for Cause | — | — | — | — | | | Involuntary Termination for Cause | — | — | — | — | | | Involuntary Termination or Voluntary Resignation with Good Reason Following Change in Control | 523,779 | 6,665 | 445,685 | 976,129 | | | Change in Control - No Termination of Employment(3) | — | — | — | — | | | Death or Disability - No Change in Control | — | 6,665 | 126,595 | 133,260 | | | Death or Disability Following Change in Control(3) | — | 6,665 | 445,685 | 452,350 | | | Retirement(4) | — | — | — | — |

  156. 2023 Potential Payments upon Termination or Change-in-Control Table

    | (1) Severance amounts are based on the terms of the applicable employment (or change of control) agreements. Under the employment agreements, the prorated bonus for the year of termination is calculated using the target annual bonus amount in the event of an involuntary termination following a change in control. |

  157. 2023 Potential Payments upon Termination or Change-in-Control Table

    | 62 | National Bank Holdings Corporation |

  158. 2023 Potential Payments upon Termination or Change-in-Control Table

    | (2) Amounts listed do not account for any reduction of payments under the terms of the applicable employment agreements due to the imposition of excise taxes under Section 4999 of the Code. See “Employment Agreements with Named Executive Officers” above. |

  159. 2023 Potential Payments upon Termination or Change-in-Control Table

    | (3) Assumes that the NEO’s performance stock unit awards are assumed, or replacement awards are granted for such awards, by the successor entity upon a change in control. |

  160. 2023 Potential Payments upon Termination or Change-in-Control Table

    | (4) In the event of retirement, the NEO’s option and restricted stock award agreements will continue to vest on their standard vesting schedule. |

  161. 2023 Potential Payments upon Termination or Change-in-Control Table

    The table above is intended to reflect potential payments to NEOs serving as of December 31, 2023. The potential payments upon termination under various termination scenarios or the occurrence of a change in control are quantified in the table set forth above (assuming a termination date of December 31, 2023 and an NBHC share price of $37.19, the closing price of NBHC common stock on the NYSE on Friday, December 29, 2023). For purposes of this table, no amounts are attributable to the Class B Units of 2UniFi, LLC as those awards did not have a liquidation value as of December 31, 2023.

  162. CEO Pay Ratio

    CEO Pay Ratio The following information provides details about the relationship of the total compensation of our median associate and that of our Chairman, President and CEO: SEC rules require us to determine our median associate only once every three years, provided that there have been no material changes in our associate population or associate compensation arrangements. We are using the same median associate for our 2023 pay ratio calculation as we used for the 2022 calculation. We have not had a significant acquisition, divestiture or reduction in our workforce and the Company’s compensation practices have not changed during 2023 in a way that could significantly impact the pay ratio or median employee. Further, the designated median associate’s title, job responsibilities and circumstances have remained similar throughout 2023. For 2023, the median annual total compensation of all associates of the Company (other than our CEO) was $69,197 and the annual total compensation of our CEO was $3,578,101. Based on this information, the ratio for 2023 total compensation of our CEO to the median of all associates is 52:1. As disclosed in our prior proxy statements, we completed the following steps to determine the annual total compensation of our median associate:

  163. CEO Pay Ratio

    | ● | As of October 15, 2022, our associate population consisted of approximately 1,313 associates, including any full-time, part-time, temporary, or seasonal associates employed on that date. This included associates that were retained from our Bank of Jackson Hole and Rock Canyon Bank acquisitions. |

  164. CEO Pay Ratio

    | ● | To find the median of the annual total compensation of our associates (other than our CEO), we used wages from our payroll records as reported on Form W-2 for fiscal 2022. In making this determination, we annualized compensation for full-time and part-time permanent associates who were employed on October 15, 2022, but did not work for us the entire year. We did not include associates that were not permanently retained through our acquisitions. No full-time equivalent adjustments were made for part-time associates. |

  165. CEO Pay Ratio

    | ● | We identified our median associate using this compensation measure and methodology, which was consistently applied to all our associates included in the calculation. |

  166. CEO Pay Ratio

    | ● | After identifying the median associate, we added together all the elements of such associate’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $69,197. |

  167. CEO Pay Ratio

    | ● | With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table, which is also in accordance with the requirements of Item 402(c)(2)(x). |

  168. CEO Pay Ratio

    | 2024 Annual Proxy Statement | 63 |

  169. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the SEC, we provide the following disclosure regarding the relationship between executive compensation actually paid for our principal executive officer (“PEO”), G. Timothy Laney, and our Non-PEO NEO’s (as a group) and certain financial performance measures of the Company for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  170. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for G. Timothy | Compensation Actually Paid to G. Timothy Laney¹˒²˒³ | Average Summary Compensation Table Total for | Average Compensation Actually Paid to Non-PEO | Value of Initial Fixed $100 Investment based on:(5) | | Net Income ($ Millions) | Adjusted Diluted EPS(6) ($) | | | Laney¹ ($) | ($) | Non-PEO NEOs(1) ($) | NEOs(1)(2)(4) ($) | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 3,578,101 | 3,258,465 | 1,030,317 | 978,460 | 116.81 | 101.77 | 142.0 | 3.73 | | 2022 | 3,290,389 | 2,753,340 | 1,012,024 | 848,531 | 128.11 | 106.02 | 71.3 | 3.03 | | 2021 | 3,009,547 | 5,550,207 | 957,694 | 1,442,256 | 130.93 | 117.08 | 93.6 | 3.05 | | 2020 | 2,638,125 | 3,091,647 | 749,558 | 865,017 | 95.54 | 87.90 | 88.6 | 2.91 |

  171. Pay Versus Performance Disclosure

    | 1. | G. Timothy Laney was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  172. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | | Aldis Birkans | Aldis Birkans | Aldis Birkans | Aldis Birkans | | Richard U. Newfield Jr. | Richard U. Newfield Jr. | Richard U. Newfield Jr. | Richard U. Newfield Jr. | | Brendan Zahl | Brendan Zahl | Christopher S. Randall | Christopher S. Randall | | Christopher S. Randall | Angela N. Petrucci | Angela N. Petrucci | Angela N. Petrucci | | Zsolt K. Besskó | | | |

  173. Pay Versus Performance Disclosure

    | 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the amounts set forth in the “Total” column in the Summary Compensation Table with certain adjustments as described in footnotes 3 and 4 below. |

  174. Pay Versus Performance Disclosure

    | 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |

  175. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for G. Timothy Laney ($) | Exclusion of Stock Awards and Option Awards for G. Timothy Laney ($) | Inclusion of Equity Values for G. Timothy Laney ($) | Compensation Actually Paid to G. Timothy Laney ($) | | 2023 | 3,578,101 | (1,441,511) | 1,121,875 | 3,258,465 | | 2022 | 3,290,389 | (1,049,904) | 512,855 | 2,753,340 | | 2021 | 3,009,547 | (1,186,672) | 3,727,332 | 5,550,207 | | 2020 | 2,638,125 | (1,049,955) | 1,503,477 | 3,091,647 |

  176. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  177. Pay Versus Performance Disclosure

    | 64 | National Bank Holdings Corporation |

  178. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for G. Timothy Laney ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for G. Timothy Laney ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for G. Timothy Laney ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for G. Timothy Laney ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for G. Timothy Laney ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for G. Timothy Laney ($) | Total - Inclusion of Equity Values for G. Timothy Laney ($) | | 2023 | 1,620,838 | 8,005 | — | (528,891) | — | 21,922 | 1,121,875 | | 2022 | 807,175 | 9,633 | — | (323,368) | — | 19,416 | 512,855 | | 2021 | 1,371,004 | 1,743,632 | — | 592,202 | — | 20,494 | 3,727,332 | | 2020 | 1,755,817 | 55,149 | — | (326,015) | — | 18,526 | 1,503,477 |

  179. Pay Versus Performance Disclosure

    | 4. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the Non-PEO NEOs (as a group) as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. See footnote 1 for the names of non-PEO NEOs included in the calculation for each fiscal year. |

  180. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,030,317 | (309,897) | 258,040 | 978,460 | | 2022 | 1,012,024 | (303,194) | 139,701 | 848,531 | | 2021 | 957,694 | (302,312) | 786,874 | 1,442,256 | | 2020 | 749,558 | (235,359) | 350,818 | 865,017 |

  181. Pay Versus Performance Disclosure

    | 2024 Annual Proxy Statement | 65 |

  182. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  183. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 349,133 | 10,329 | — | (106,210) | — | 4,788 | 258,040 | | 2022 | 196,870 | 1,373 | — | (62,736) | — | 4,194 | 139,701 | | 2021 | 349,664 | 323,957 | — | 108,347 | — | 4,906 | 786,874 | | 2020 | 393,596 | 6,256 | — | (54,058) | — | 5,024 | 350,818 |

  184. Pay Versus Performance Disclosure

    | 5. | The Peer Group TSR set forth in this table utilizes the KRX Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the applicable fiscal year in the Company and in the KRX Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  185. Pay Versus Performance Disclosure

    | 6. | We determined adjusted diluted earnings per share (“Adjusted Diluted EPS”) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023, which is the Company-based financial performance metric we used for our 2023 annual PSU grants, as described in more detail in the “Three-Year Performance Stock Unit Award” above. For purposes of this “Pay Versus Performance Disclosure” section, we have calculated the Adjusted Diluted EPS based on the methodology described in “Three-Year Performance Stock Unit Award”, other than that the Adjusted Diluted EPS is calculated over the one-year period for each applicable fiscal year (instead of a 3-year period) as required by Item 402(v) of Reg S-K. Adjusted Diluted EPS is a non-GAAP measure that is adjusted to eliminate the effects of the following: (a) changes in law or accounting principles, (b) one-time effects of mergers and acquisitions charges, (c) gains or losses on the extinguishment of debt or the sale of investment securities, (d) restructuring charges and (e) other extraordinary items that the Compensation Committee deems appropriate. A reconciliation of this measure to the comparable GAAP financial measure appears in Appendix A. This performance measure may not have been the most important financial performance measure for previous years and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  186. Pay Versus Performance Disclosure

    | 66 | National Bank Holdings Corporation |

  187. Pay Versus Performance Disclosure

    Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”) and Peer Group TSR The following chart sets forth the relationship between the amount of Compensation Actually Paid to our PEO, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR compared to the Peer Group TSR over the four most recently completed fiscal years.

  188. Pay Versus Performance Disclosure

    | 2024 Annual Proxy Statement | 67 |

  189. Pay Versus Performance Disclosure

    Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the amount of Compensation Actually Paid to our PEO, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years.

  190. Pay Versus Performance Disclosure

    | 68 | National Bank Holdings Corporation |

  191. Pay Versus Performance Disclosure

    Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Adjusted Diluted EPS The following chart sets forth the amount of Compensation Actually Paid to our PEO, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted Diluted EPS during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked.

  192. Pay Versus Performance Disclosure

    | Core Net Income | | Asset Quality (Non-Performing Assets Ratio) | | Relative Total Shareholder Return (rTSR) | | Adjusted Diluted Earnings Per Share (Adjuted Diluted EPS) |

  193. Pay Versus Performance Disclosure

    | 2024 Annual Proxy Statement | 69 |

  194. Pay Versus Performance Disclosure

    Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership of, and transactions in, the Company’s equity securities with the SEC. Such reporting persons are also required to furnish the Company with copies of all Section 16(a) reports that they file. Based solely on a review of the copies of such reports received by the Company, and on written representations from certain reporting persons, the Company believes that none of such reporting person failed to file on a timely basis reports required by Section 16(a) during 2023. Other Business Except as set forth herein, our Board and management have no knowledge of any other business to come before the Meeting. If, however, any other matters do properly come before the Meeting, it is the intention of the persons appointed in the accompanying proxy to vote the shares represented by such proxy in accordance with their best judgment. 2025 Annual Meeting of Shareholders