DEF 14A of National Bank Holdings Corp, Mar 28, 2025

DEF 14A of National Bank Holdings Corp

Filed Mar 28, 2025 · FY20240001558370-25-003999

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 2025 Annual Meeting of Shareholders March 21, 2025 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 2025; 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 28, 2025. 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, April 30, 2025 | | | 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 10, 2025 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 | 11 | | Board and Committee Meetings; Annual Meeting Attendance | 11 | | Committees of the Board | 11 | | Director Nomination Process, Director Qualifications and Skills | 14 | | Compensation Committee Interlocks and Insider Participation | 15 | | Director Independence | 15 | | Board Leadership Structure | 15 | | Succession Planning | 16 | | The Board’s Role in Risk Oversight | 16 | | Communications with Directors | 17 | | Doing Good at NBH | 17 | | Director Compensation | 19 | | Certain Relationships and Related Person Transactions | 20 | | Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm | 22 | | Audit & Risk Committee Report | 23 | | Proposal 3 Advisory Vote on Executive Compensation (“Say-on-Pay”) | 24 | | Executive Officers | 25 | | Executive Compensation | 27 | | Letter to Shareholders from the Compensation Committee | 27 | | Compensation Discussion and Analysis | 31 | | Compensation Committee Report | 46 | | Executive Compensation Tables | 47 | | 2024 Potential Payments upon Termination or Change-in-Control | 56 | | CEO Pay Ratio | 60 | | Pay Versus Performance Disclosure | 61 | | Section 16(a) Beneficial Ownership Reporting Compliance | 67 | | Other Business | 67 | | 2026 Annual Meeting of Shareholders | 67 | | “Householding” of Proxy Materials | 68 | | 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 2025 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, April 30, 2025. 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 2024 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 10, 2025 (the record date) are entitled to notice of, and to vote at, the Meeting. As of such date, there were 38,094,105 shares of Class A common stock outstanding and entitled to vote. In addition, as of such date, there were 289,792 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 our associates may solicit proxies by mail, telephone, fax, email or electronically. We will not pay directors or our 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.

  6. SCHEDULE 14A INFORMATION

    | 2025 Annual Proxy Statement | 1 |

  7. SCHEDULE 14A INFORMATION

    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.

  8. SCHEDULE 14A INFORMATION

    | 2 | National Bank Holdings Corporation |

  9. SCHEDULE 14A INFORMATION

    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. 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. Your voting instructions must be received by the proxy voting deadline which is Tuesday, April 29, 2025. The internet (other than during the meeting) and telephone voting facilities will close at 11:59 p.m. Eastern Time on April 29, 2025. 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 10, 2025, 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”), President, Chief Financial Officer (“CFO”), and the three other highest paid executive officers for 2024 (those six 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 38,383,897 shares, which number is comprised of 38,094,105 shares of Class A common stock outstanding and 289,792 shares of unvested restricted stock (which shares of restricted stock are entitled to voting rights), in each case as of March 10, 2025.

  10. SCHEDULE 14A INFORMATION

    | 2025 Annual Proxy Statement | 3 |

  11. SCHEDULE 14A INFORMATION

    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 10, 2025. 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 (*).

  12. 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 | 14.1% | | The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355 | 4,220,345 | 11.0% | | Wellington Management Group LLP(3) 280 Congress Street Boston, MA 02210 | 2,942,823 | 7.7% | | Victory Capital Management, Inc.(4) 15935 La Cantera Parkway San Antonio, TX 78256 | 2,846,741 | 7.4% | | T. Rowe Price Investment Management, Inc.(5) 101 E. Pratt Street Baltimore, MD 21201 | 2,537,516 | 6.6% | | Dimensional Fund Advisors LP(6) 6300 Bee Cave Road, Building One Austin, TX 78746 | 2,056,747 | 5.4% | | Named Executive Officers and Directors | | | | G. Timothy Laney(7) | 505,198 | 1.3% | | Aldis Birkans(8) | 107,845 | * | | Nicole L. Van Denabeele(9) | 13,525 | * | | Richard U. Newfield, Jr.(10) | 188,808 | * | | Angela N. Petrucci(11) | 36,554 | * | | Christopher S. Randall(12) | 43,754 | * | | Ralph W. Clermont(13) | 72,475 | * | | Robert E. Dean(14) | 30,094 | * | | Robin Doyle(15) | 3,265 | * | | Alka Gupta(16) | 8,739 | * | | Fred J. Joseph(17) | 23,286 | * | | Patrick G. Sobers(18) | 20,161 | * | | Micho F. Spring(19) | 41,050 | * | | Art Zeile(20) | 15,460 | * | | All current executive officers and directors as a group (15 persons) | 1,111,400 | 2.9% |

  13. SCHEDULE 14A INFORMATION

    | (1) As reported on the most recent 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 5,421,736 shares; (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. |

  14. SCHEDULE 14A INFORMATION

    | (2) As reported on the most recent 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. |

  15. SCHEDULE 14A INFORMATION

    | (3) As reported on the most recent Schedule 13G filed with the SEC on February 10, 2025 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 |

  16. SCHEDULE 14A INFORMATION

    | 4 | National Bank Holdings Corporation |

  17. SCHEDULE 14A INFORMATION

    | voting power with respect to zero shares, sole dispositive power with respect to zero shares, shared voting power with respect to 2,065,114 shares, and shared dispositive power with respect to 2,942,823 shares. 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 2,050,164 shares, and shared dispositive power with respect to 2,621,758 shares. 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 have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. |

  18. SCHEDULE 14A INFORMATION

    | (4) As reported on the most recent Schedule 13G filed with the SEC on November 6, 2024 by Victory Capital Management, Inc. (“Victory”). Victory reported sole voting power with respect to 2,830,541 shares and sole dispositive power with respect to 2,846,741 shares. |

  19. SCHEDULE 14A INFORMATION

    | (5) As reported on the most recent Schedule 13G filed with the SEC on November 14, 2024 by T. Rowe Price Investment Management, Inc. (“Price Investment Management”). Price Investment Management reported sole voting power with respect to 2,516,241 shares and sole dispositive power with respect to 2,537,516 shares. 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. |

  20. SCHEDULE 14A INFORMATION

    | (6) As reported on the most recent Schedule 13G filed with the SEC on October 31, 2024 by Dimensional Fund Advisors LP (“Dimensional”). Dimensional reported sole voting power with respect to 1,999,352 shares and sole dispositive power with respect to 2,056,747 shares. Dimensional reported that it or its subsidiaries may possess voting and/or investment power over the securities that are owned by certain funds and may be deemed to be the beneficial owner of the shares held by such funds. However, all securities reported in Dimensional’s Schedule 13G are owned by the funds and Dimensional expressly disclaims beneficial ownership of such securities. |

  21. SCHEDULE 14A INFORMATION

    | (7) Includes 34,485 unvested restricted shares for which Mr. Laney has voting power and 125,377 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 80,278 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. |

  22. SCHEDULE 14A INFORMATION

    | (8) Includes 13,557 unvested restricted shares for which Mr. Birkans has voting power and 51,109 shares issuable upon the exercise of options. |

  23. SCHEDULE 14A INFORMATION

    | (9) Includes 2,737 unvested restricted shares for which Ms. Van Denabeele has voting power and 2,090 shares issuable upon the exercise of options. |

  24. SCHEDULE 14A INFORMATION

    | (10) Includes 8,779 unvested restricted shares for which Mr. Newfield has voting power and 37,876 shares issuable upon the exercise of options. |

  25. SCHEDULE 14A INFORMATION

    | (11) Includes 5,801 unvested restricted shares for which Ms. Petrucci has voting power and 16,675 shares issuable upon the exercise of options. |

  26. SCHEDULE 14A INFORMATION

    | (12) Includes 5,410 unvested restricted shares for which Mr. Randall has voting power and 24,814 shares issuable upon the exercise of options. |

  27. SCHEDULE 14A INFORMATION

    | (13) Includes 2,094 unvested restricted shares for which Mr. Clermont has voting power. Also includes 59,939 shares owned by the Ralph W. Clermont Irrevocable Trust. |

  28. SCHEDULE 14A INFORMATION

    | (14) Includes 1,795 unvested restricted shares for which Mr. Dean has voting power. |

  29. SCHEDULE 14A INFORMATION

    | (15) Includes 2,015 unvested restricted shares for which Ms. Doyle has voting power. |

  30. SCHEDULE 14A INFORMATION

    | (16) Includes 1,795 unvested restricted shares for which Ms. Gupta has voting power. |

  31. SCHEDULE 14A INFORMATION

    | (17) Includes 1,795 unvested restricted shares for which Mr. Joseph has voting power. |

  32. SCHEDULE 14A INFORMATION

    | (18) Includes 1,795 unvested restricted shares for which Mr. Sobers has voting power. |

  33. SCHEDULE 14A INFORMATION

    | (19) Includes 1,795 unvested restricted shares for which Ms. Spring has voting power. |

  34. SCHEDULE 14A INFORMATION

    | (20) Includes 1,795 unvested restricted shares for which Mr. Zeile has voting power. |

  35. SCHEDULE 14A INFORMATION

    | 2025 Annual Proxy Statement | 5 |

  36. SCHEDULE 14A INFORMATION

    Proposal 1 - Election of Directors Size and Composition of Board. The Board currently stands at nine members. 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 and CEO, 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.

  37. SCHEDULE 14A INFORMATION

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

  38. SCHEDULE 14A INFORMATION

    | Age: 77 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 holds a Bachelor of Science in Accounting. Mr. Clermont’s expertise in financial and accounting matters for complex financial organizations qualifies him to serve on our Board of Directors. |

  39. SCHEDULE 14A INFORMATION

    | 6 | National Bank Holdings Corporation |

  40. SCHEDULE 14A INFORMATION

    | Age: 73 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 Investment (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 Juris Doctor and a Bachelor of Arts. 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. |

  41. SCHEDULE 14A INFORMATION

    | Age: 62 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 2024 and serves on the Board’s Audit & Risk Committee. She is NACD Directorship Certified®. Ms. Doyle is the chair of the board of Dress for Success Central New Jersey and serves as a member of the executive 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 holds a Masters of Business Administration and Bachelor of Science in Accounting. Ms. Doyle’s distinguished career and expertise in financial services includes managing a number of finance functions, internal and external audit experience 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. |

  42. SCHEDULE 14A INFORMATION

    | 2025 Annual Proxy Statement | 7 |

  43. SCHEDULE 14A INFORMATION

    | Age: 55 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 holds a Masters of Business Administration and a Bachelor of Science. Ms. Gupta’s substantial experience in digital payments qualifies her to serve on our Board of Directors. |

  44. 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: 72 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 in Business Administration and a Masters in Finance and Accounting. Mr. Joseph’s substantial experience in the regulatory fields of financial services and securities qualifies him to serve on our Board of Directors. |

  45. SCHEDULE 14A INFORMATION

    | 8 | National Bank Holdings Corporation |

  46. SCHEDULE 14A INFORMATION

    | Age: 64 Director Since: 2010 | G. Timothy Laney Chairman of the Board Chief Executive Officer EXPERIENCE AND QUALIFICATIONS Mr. Laney has served as the Company’s Chief Executive Officer since 2010 as well as Chairman of the Board since 2014 and currently holds the same positions and directorships at NBH Bank and Bank of Jackson Hole Trust, including serving as the chairman on its Trust Committee. Mr. Laney was also a founder of National Bank Holdings Corporation and previously served as the Company’s President from 2010 through 2024. As of 2025, Mr. Laney is a board member of the Federal Reserve Bank of Kansas City Denver Branch. Additionally, he is also a board member of Finexio, the Moffitt Cancer Center, the Chairman of the USA Weightlifting Foundation and is the founder of the NBH Bank Do More Charity Challenge®. Mr. Laney has also 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. He joined Regions Financial in late 2007 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. |

  47. SCHEDULE 14A INFORMATION

    | Age: 67 Director Since: 2021 | Patrick G. Sobers Independent Director Audit & Risk Committee Member Nominating & Governance Committee Member EXPERIENCE AND QUALIFICATIONS Mr. Sobers has served as a director for the Company since 2021 and serves on the Board’s Audit & Risk Committee and Nominating & Governance Committee as of 2024. He 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 and chair of the finance committee of the board and board member of the Denver Seminary, a member of the Foundation board of the Moffitt Cancer Center, and he is a member and Treasurer of the board for Third Way Center. 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 in Business Administration. Mr. Sobers has been very active in the communities where he has resided, serving on the boards of numerous civic and charitable organizations. Mr. Sobers extensive experience in financial services and banking qualifies him to serve on our Board of Directors |

  48. SCHEDULE 14A INFORMATION

    | 2025 Annual Proxy Statement | 9 |

  49. SCHEDULE 14A INFORMATION

    | Age: 75 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 Mass General Brigham, formerly 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 Whitehead Institute at MIT. 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 a Boston Telecommunications Company. Ms. Spring served as Deputy Mayor and 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 holds a Masters in Public Administration. Ms. Spring’s extensive public policy experience, expertise in public relations, involvement in community activities and knowledge of financial institutions qualifies her to serve on our Board of Directors. |

  50. SCHEDULE 14A INFORMATION

    | Age: 61 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 Masters of Public Policy and a Bachelor of Science in Astronautical Engineering. 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. |

  51. Director Nomination Process, Director Qualifications and Skills

    Director Nomination Process, Director Qualifications and Skills 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 objectives, including our digital strategy. Significant banking experience and skills were added when Mr. Joseph joined our Board in 2014 with deep banking and securities regulatory experience, and when Mr. Sobers brought his 30+ years of banking experience to the Board in 2021. We added high-level technology and cybersecurity expertise in 2016 with the addition of Mr. Zeile and, in 2021, Ms. Gupta joined our Board with deep experience in digital transformation and digital payment systems. Most recently, Ms. Doyle added significant experience in accounting, risk management and regulatory affairs when she joined the Board in 2024. Further, she qualifies as an “audit committee financial expert” as defined by SEC regulations. The breadth and experience of this Board is reflected in the Board Skills Matrix chart below. Director Appointments. The Nominating & Governance Committee considers experience, skills, age and diversity in its assessment of potential nominees for Board membership, pursuant to our Governance Guidelines. Since mid-2021, we have added three new 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). These additions have changed our board mix of experience 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 “2026 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

  52. Director Nomination Process, Director Qualifications and Skills

    | 14 | National Bank Holdings Corporation |

  53. Director Nomination Process, Director Qualifications and Skills

    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 a complete description of the requirements and procedures for shareholder nominations, please refer to our Bylaws.

  54. Doing Good at NBH

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

  55. 2024 Director Compensation Table

    2024 Director Compensation Table

  56. 2024 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 | | Robin Doyle | 59,135 | 134,749 | 193,884 | | 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 | | Art Zeile | 95,000 | 120,000 | 215,000 |

  57. 2024 Director Compensation Table

    | (1) All of Ms. Spring’s cash retainer for 2024 was deferred under the Company’s Nonqualified Deferred Compensation Plan. Ms. Doyle’s retainer was pro-rated for her number of days of service as a director in 2024. |

  58. 2024 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 2024, 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, 2024. |

  59. 2024 Director Compensation Table

    | (3) As of December 31, 2024, our directors (other than Mr. Laney) held the following unvested restricted stock: 2,094 shares of unvested restricted stock with respect to Mr. Clermont, 2,015 shares of unvested restricted stock with respect to Ms. Doyle, and 1,795 shares of unvested restricted stock with respect to Messrs. Dean, Joseph, Sobers, and Zeile and Mses. Spring and Gupta. The annual grant to Ms. Doyle included a pro-rated amount of restricted stock for her partial year of service for the prior award cycle. |

  60. 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; |

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

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

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

    | 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. |

  63. 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. |

  64. 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. |

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

    | ● | Capped Payouts. The maximum payouts under our 2024 Short-Term Incentive Plan are limited to 157.5% of the target opportunity for HoldCo Executives, with Mr. Randall 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 all NEOs. |

  66. 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. |

  67. 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. |

  68. Setting Compensation for our Named Executive Officers

    Role of Independent Compensation Consultant The Compensation Committee has the authority to engage an external compensation consultant to assist them by providing information, analysis and other advice relating to the compensation of our NEOs. The compensation consultant reports directly to the Compensation Committee. The Compensation Committee has engaged Pay Governance as its independent compensation consultant to assist with fulfilling its responsibilities related to the oversight of the executive officer and non-employee director compensation. As part of the engagement of Pay Governance, the Compensation Committee annually considers the independence factors required under the NYSE corporate governance standards, including the applicable SEC rules, and has confirmed each year that Pay Governance remains independent. The Compensation Committee has directed Pay Governance to review and assess the competitiveness of our executive officer and director compensation practices and advise the Compensation Committee with respect to those compensation practices, including salary, incentive plans, benefits and equity awards for our executive officers and retainers, meeting fees and equity awards for our directors. Representatives of Pay Governance meet regularly with the Compensation Committee and the Compensation Committee has generally evaluated and considered Pay Governance’s reports and recommendations. Role of Management Our CEO and Chief Administrative Officer assist the Compensation Committee in designing and managing our executive compensation program. Our CEO attends meetings and makes recommendations to the Compensation Committee on the compensation of other NEOs. Our Chief Risk Management Officer advises the Compensation Committee on risk mitigation and assessment of compensation risk. None of our NEOs provide recommendations with respect to their own compensation. 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. The Compensation Committee evaluates the Company’s executive compensation peer group on an annual basis, with adjustments made as appropriate to maintain comparability among the peer group companies. In 2023, the Compensation Committee reviewed the Company’s executive compensation peer group from the prior year, with input from Pay Governance, to inform its decisions for 2024 executive compensation. The directive from the Compensation Committee in 2023 for setting executive compensation for 2024 was to continue to target companies with a focus in Fintech to recognize the Company’s evolving business model. In its peer group analysis for 2024 executive compensation, the Compensation Committee considered several factors, including median market capitalization, asset size, 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. Based on this evaluation, the Compensation Committee made the following changes to its peer group from the prior year to select the peer group used in 2024 executive compensation decisions: (1) removed Southside Bancshares and TrustCo Bank Corp, and (2) added Axos Financial and Triumph Financial. These changes were made to improve relative market cap positioning of the Company among the peer companies and to increase the representation of tech-forward banks. After completing this analysis and

  69. Setting Compensation for our Named Executive Officers

    The companies in the resulting executive 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. In 2024, the Compensation Committee again conducted its annual review of the executive compensation peer group, and determined, with the assistance of Pay Governance, that the peer group set forth above continues to have strong alignment with the Company, and the Compensation Committee will continue to reference the same peer group in making decisions with respect to 2025 executive compensation. 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.

  70. Executive Compensation Framework

    The Compensation Committee made the following determinations with respect to each of the compensation components further described below. Base Salary In 2024, the Compensation Committee, in conjunction with its annual review of peer data, reviewed market data provided by Pay Governance, its independent compensation consultant, which included both total compensation and overall salary levels relative to peers. In connection with that review the Compensation Committee determined to maintain base salary for Mr. Laney at the same level as 2023. In April 2024, the committee increased Mr. Birkans’ salary from $495,000 to $525,000, Mr. Newfield’s salary from $412,000 to $430,000, and Ms. Petrucci’s and Mr. Randall’s salaries from $330,000 to $350,000. In addition, the Committee approved an increase to Ms. Van Denabeele’s salary from $290,000 to $340,000 in connection with her appointment to Chief Financial Officer on September 10, 2024. Executive Short-Term Incentive Plan Compensation 2024 Executive Short-Term Incentive Plan Design The Compensation Committee awards cash incentive compensation pursuant to the terms of the 2024 STIP, which was established pursuant to the 2023 Omnibus Incentive Plan. Under the 2024 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:

  71. 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 | $518,077 | 50% | | 207,231 | 80% | | 414,462 | 157.5% | | 652,777 | | Nicole L. Van Denabeele | $292,692 | 50% | | 68,344 | 47%(2) | | 136,687 | 157.5% | | 215,282 | | Richard U. Newfield, Jr. | $425,846 | 50% | | 138,400 | 65% | | 276,800 | 157.5% | | 435,960 | | Angela N. Petrucci | $345,385 | 50% | | 103,615 | 60% | | 207,231 | 157.5% | | 326,389 | | Christopher S. Randall | $345,385 | 50% | | 94,981 | 55% | | 189,962 | 192.5% | | 365,676 |

  72. Executive Compensation Framework

    | (1) Amounts in this column reflects the earnings paid in 2024 (“STIP Eligible Earnings”). |

  73. Executive Compensation Framework

    2024 STIP Structure In its establishment of the 2024 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 Mses. Petrucci and Van Denabeele, 70% of the total 2024 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 2024 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 2024 to align the NEOs’ performance with the achievement of the Company’s strategic goals for 2024 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.

  74. Executive Compensation Framework

    | Performance Metrics | Weighting | Threshold | Target | Maximum | Actual | Weighting Achieved | | Core Net Income ($ in thousands)(1) | 40% | $102,129 | $120,152 | $126,160 | $124,395 | 54.1% | | Asset Quality (Non-Performing Assets Ratio)(2) | 30% | 0.80% | 0.65% | 0.50% | 0.47% | 45.0% | | ERM & Doing Good(3) | 15% | 80% | 100% | 120% | 115% | 20.6% | | Payout Range for Each Metric | | 50% | 100% | 150% | | | | Qualitative – Individual(5) | 15% | 80% | 100% | 120% | 80-120% | 7.5-15% | | Payout Range for Metric | | 50% | 100% | 150% or 200%* | | | | | | | | | TOTAL PAYOUT: | 127.2-142.2%* |

  75. Executive Compensation Framework

    | Performance Metrics | Weighting | Threshold | Target | Maximum | Actual | Weighting Achieved | | Core Net Income ($ in thousands)(1) | 5.0% | $102,129 | $120,152 | $126,160 | $124,395 | 6.8% | | Asset Quality (Non-Performing Assets Ratio)(2) | 5.0% | 0.80% | 0.65% | 0.50% | 0.47% | 7.5% | | ERM & Doing Good (Qualitative)(3) | 5.0% | 80% | 100% | 120% | 115% | 6.9% | | Line of Business Specific Metrics(4)* | 70% | 60% | 100% | 120% | varies | 15.0% | | Qualitative – Individual(5)* | 15% | 80% | 100% | 120% | 80% | 7.5% | | STIP Payout as a Percentage of Target | | 50% | 100% | 150%* | TOTAL: | 43.6% |

  76. Executive Compensation Framework

    | f | | | | Named Executive Officer | Total Calculated Payout under the 2024 STIP (as a percentage of target) | Total STIP payment for 2024 | | G. Timothy Laney | 142.2% | $1,208,700 | | Aldis Birkans | 142.2% | $589,570 | | Nicole L. Van Denabeele | 140.4% | $191,874 | | Richard U. Newfield, Jr. | 127.2% | $352,227 | | Angela N. Petrucci | 142.2% | $294,785 | | Christopher S. Randall | 43.6% | $83,000 |

  77. Equity Compensation

    Equity Compensation 2024 Long-Term Equity Awards and Equity Mix The equity awards granted in 2024 took the following forms:

  78. Equity Compensation

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

  79. Equity Compensation

    | 2. | Time-Based Restricted Stock Awards |

  80. Equity Compensation

    The target equity mix for the CEO and the other NEOs is 50% performance-based for the standard annual equity awards granted in 2024. The Compensation Committee approved the following equity award amounts granted to the NEOs in 2024:

  81. 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 | | G. Timothy Laney | 196% | $1,665,000 | 50% | 50% | | Aldis Birkans | 146% | $687,250 | 50% | 50% | | Nicole L. Van Denabeele | 34% | $117,000 | 31% | 69% | | Richard U. Newfield, Jr. | 103% | $420,000 | 50% | 50% | | Angela N. Petrucci | 87% | $283,000 | 50% | 50% | | Christopher S. Randall | 79% | $254,250 | 50% | 50% |

  82. Equity Compensation

    | (1) The equity percentages are based on the annualized salary for each of the executives for 2023 as follows: $850,000 for Mr. Laney, $469,846 for Mr. Birkans, $406,000 for Mr. Newfield, $326,538 for Ms. Petrucci and $320,769 for Mr. Randall. Ms. Van Denabeele’s equity percentage is based on the annualized salary that was in effect at the time of her appointment to CFO ($340,000). |

  83. Equity Compensation

    | (2) Reflects the equity award amounts attributable to the annual equity grants for each NEO. Ms. Van Denabeele received her annual grant while still serving as Chief Accounting Officer. Upon her appointment to CFO, she received a pro-rated grant to account for time served as CFO in 2024. |

  84. Equity Compensation

    | 2025 Annual Proxy Statement | 41 |

  85. Equity Compensation

    Three-Year Performance Stock Unit Award In 2024, the Compensation Committee granted a long-term performance stock unit award (“PSU Award”) that vests based on the Company’s achievement of three metrics over a three-year performance period (covering January 1, 2024 through December 31, 2026). The Compensation Committee determined it was appropriate to divide the PSU Award among one Company-based financial performance metrics (3-year adjusted earnings per share and two relative market-based metrics (3-year relative total shareholder return and relative return on total assets). In modifying the awards structure, the Compensation Committee evaluated key measures of performance and determined that a relative return on total assets measure coupled with total shareholder return was meaningful while also looking at the Company’s performance with respect to earnings per share over a three-year period. 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. The PSU Award will vest on April 1, 2027 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 three financial metrics and respective weightings for the PSU Award are as follows:

  86. Equity Compensation

    | Performance Metric | Award Value Weighting | Threshold | Target | Maximum | | Cumulative Adjusted Earnings Per Share (EPS)(1) | 33% | $8.44 | $9.93 | $10.43 | | Relative Return on Tangible Assets (ROTA)(2) | 33% | 35th | 50th | 75th | | 3-year Relative Total Shareholder Return (TSR) (percentile rank)(3) | 33% | 35th | 50th | 75th | | Equity Payout Amount | 100% | 50% | 100% | 150% |

  87. 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 (collectively, “Discretionary Adjustments”). |

  88. Equity Compensation

    | (2) ROTA is measured against the ROTA for companies in the S&P 600 Regional Bank Group. If the Company has a negative ROTA for any calendar year during the Performance Period, ROTA-based shares will not settle for more than target. The Compensation Committee shall have the discretion to adjust ROTA for certain Discretionary Adjustments provided that the corresponding Discretionary Adjustment has been made across all respective companies in the S&P 600 Regional Bank Group. |

  89. Equity Compensation

    | (3) TSR is measured against the TSR for companies in the S&P 600 Regional Bank Group as of January 1, 2024 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. |

  90. 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 equal weighting across all three metrics given their relative impact on the financial performance of the Company and contribution to shareholder value.

  91. Equity Compensation

    | 42 | National Bank Holdings Corporation |

  92. Equity Compensation

    Restricted Stock The Compensation Committee also awarded equity to each of our NEOs in the form of restricted stock that 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. Vesting of 2022 Performance Stock Unit Award The performance stock units that were previously granted in 2022 were subject to performance vesting conditions tied to the Company’s cumulative adjusted earnings per share and total shareholder return relative to a defined group of peer banks within the KBW Nasdaq Regional Banking Index (KRX Index) as of January 1, 2022, in each case over the period from January 1, 2022 to December 31, 2024. For the 2022 performance stock units, the Compensation Committee selected two performance metrics: a single Company-based financial performance metric, 3-year adjusted earnings per share (EPS), and a single relative market-based metric of a relative total shareholder return (TSR). The Compensation Committee believed that the two metrics were important to properly incentivize performance by executives within the Company and closely align with the long-term creation of shareholder value. The TSR metric also includes a governor that caps the potential payout at 100% of target if our TSR is negative during the performance period. The Compensation Committee believes this governor provides important balance such that if our 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 36th percentile performance (number 31 out of 48 companies). With respect to the EPS metric, the Company achieved a 3-year adjusted EPS of $10.53. In 2025, the Compensation Committee reviewed the Company’s actual performance against the EPS and relative TSR targets (as further described below) and confirmed that the awards achieved a payout of 111% of target. A summary of the Company’s performance as measured against the targets, and the resulting payout, is set forth below:

  93. 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 | | Cumulative Adjusted Earnings Per Share (EPS) (1) | 60% | $7.50 | $8.82 | $9.26 | $10.53 | 150% | | 3-year Relative TSR (percentile rank) (2) | 40% | 35th | 50th | 75th | 36th | 53% | | | | | | | Total: | 111% |

  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 KRX Index as of January 1, 2022 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. |

  96. Policies and Practices Related to the Timing of Equity Awards

    Policies and Practices Related to the Timing of Equity Awards In 2024, we did not grant any stock options, stock appreciation rights or similar awards and we do not currently plan to grant stock options, stock appreciation rights or other similar appreciation-based awards as incentive compensation to any executive officer, director or employee. Accordingly, the Compensation Committee does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation, and it does not take material non-public information into account when determining the timing and terms of such awards. Although we have not adopted a formal policy regarding the timing of equity award grants, including stock option grants, the Compensation Committee generally approves equity award grants during a regularly scheduled meeting in the first quarter of the fiscal year. The Compensation Committee does not grant equity awards in anticipation of the release of material non-public information, nor is the timing of disclosures of material non-public information based on equity award grant dates.

  97. Clawback Policy

    Clawback Policy Each HoldCo Executive’s employment agreement contains a clawback provision, which requires, if the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirement as a result of misconduct, the executive to reimburse the Company for all amounts received under any incentive compensation plans and any gains realized on the sale of the Company’s securities, in each case during the 12 month period following the first public issuance or filing with the SEC (whichever first occurs) of the financial document embodying such financial reporting requirement. The clawback provision also provides that if the executive is found guilty of misconduct by any judicial or administrative authority in connection with any (1) formal investigation by the SEC or (2) other federal or state regulatory investigation, the Compensation Committee may require the repayment of any gain realized on the exercise of an award under any equity compensation plan without regard to the timing of the determination of misconduct in relation to the timing of the exercise of the award. In addition, each NEO’s equity award agreements include a similar clawback provision, including a clause whereby if the executive has engaged in a serious breach of conduct, the Compensation Committee may require the executive to forfeit the unvested award and/or require the executive to repay any amounts realized upon the vesting of the award or on the subsequent sale of the shares underlying the award. In addition to the Company’s rights under the individual contractual clawback provisions, the Compensation Committee adopted a Compensation Recovery Policy in November 2023 designed to implement the mandatory incentive-based compensation recovery in compliance with applicable SEC and NYSE rules. The new recovery policy applies to the company’s executive officers and requires recovery of incentive-based compensation erroneously received by executive officers after an accounting restatement as required under those rules.

  98. 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, 2024, 2023 and 2022 (as applicable) for each of our NEOs.

  99. 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 | 2024 | 850,000 | — | 1,664,934 | — | 1,208,700 | — | 222,205(5) | 3,945,839 | | Chairman and | 2023 | 850,000 | — | 1,160,363 | 281,148 | 1,114,350 | — | 172,240 | 3,578,101 | | Chief Executive Officer | 2022 | 826,923 | — | 839,909 | 209,995 | 1,302,404 | — | 111,158 | 3,290,389 | | Aldis Birkans | 2024 | 518,077 | — | 687,190 | — | 589,570 | 4,771 | 88,999(6) | 1,888,607 | | President | 2023 | 469,846 | — | 373,643 | 92,046 | 461,652 | 2,688 | 61,764 | 1,461,640 | | (Former Chief Financial Officer) | 2022 | 383,461 | — | 359,961 | 89,990 | 452,964 | 1,629 | 55,700 | 1,343,705 | | Nicole L. Van Denabeele | 2024 | 292,692 | — | 116,888 | — | 191,874 | — | 238,138(7) | 839,592 | | Chief Financial Officer | — | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | — | | Richard U. Newfield, Jr. | 2024 | 425,846 | — | 419,916 | — | 352,227 | 10,634 | 36,995(8) | 1,245,618 | | EVP, Chief Risk | 2023 | 406,000 | — | 262,653 | 65,196 | 345,730 | 6,033 | 42,252 | 1,127,864 | | Management Officer | 2022 | 383,462 | — | 294,294 | 73,598 | 392,568 | 5,015 | 39,621 | 1,188,558 | | Angela N. Petrucci | 2024 | 345,385 | — | 282,994 | — | 294,785 | 99 | 36,774(9) | 960,037 | | EVP, Chief Administrative | 2023 | 326,538 | — | 175,650 | 43,446 | 256,675 | 50 | 18,866 | 821,225 | | Officer & General Counsel | 2022 | 310,385 | — | 165,156 | 41,300 | 293,313 | 20 | 26,494 | 836,668 | | Christopher S. Randall | 2024 | 345,385 | — | 254,168 | — | 83,000 | — | 6,077(10) | 688,630 | | EVP, Commercial, Specialty | 2023 | 320,769 | — | 181,562 | 45,392 | 155,250 | — | 7,565 | 710,538 | | and Business Banking | 2022 | 290,000 | — | 150,781 | 37,697 | 193,779 | — | 6,909 | 679,166 |

  100. 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, 2024 for an explanation of the assumptions made in valuing these awards. |

  101. Summary Compensation Table

    With respect to the performance stock units granted in 2022 and 2023 please refer to our Form 10-K for the fiscal year ended December 31, 2024, Note 16, Stock-based Compensation and Benefits, Performance stock units section. Pursuant to SEC rules, for the first part of the performance stock units that are subject to performance conditions (the cumulative EPS metric), the value of such award assuming the highest level of performance condition is achieved under the 2022, 2023, and 2024 awards is $472,444, $632,595, and $416,209, respectively, for Mr. Laney, $202,476, $207,084, and $171,774, respectively, for Mr. Birkans, $17,953 for Ms. Van Denabeele (for 2024 only), $165,545, $146,655, and $104,955, respectively, for Mr. Newfield, $92,909, $97,720, and $70,749, respectively, for Ms. Petrucci, and $84,824, $102,137, and $63,526 respectively, for Mr. Randall. For the second part of the performance stock units that are subject to performance conditions (the relative ROTA metric), the value of such award assuming the highest level of performance condition is achieved under the 2024 award is $416,209 for Mr. Laney, $171,774 for Mr. Birkans, $17,953 for Ms. Van Denabeele, $104,955 for Mr. Newfield, $70,749 for Ms. Petrucci, and $63,526 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 2022, 2023, and 2024 awards, which is $314,976, $421,730, and $416,249, respectively, for Mr. Laney, $134,990, $138,047, and $171,810, respectively, for Mr. Birkans, $17,961 for Ms. Van Denabeele (for 2024 only), $110,350, $97,781, and $104,992, respectively, for Mr. Newfield, $61,917, $65,147, and $70,745, respectively, for Ms. Petrucci, and $56,523, $68,069, and $63,519, respectively, for Mr. Randall. In 2023, the Company granted, Class B Units of 2UniFi, LLC, a wholly owned subsidiary, to each of Messrs. Laney, Birkans, Newfield and Ms. Petrucci, 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. Such awards were previously disclosed in the Company’s annual proxy statement filed with the SEC for fiscal year ended December 31, 2023.

  102. Summary Compensation Table

    | 2025 Annual Proxy Statement | 47 |

  103. 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. 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, 2024 for an explanation of the assumptions made in valuing these awards. |

  104. Summary Compensation Table

    | (3) Amounts in this column represent cash bonuses we paid under the 2024 STIP. See “Review of 2024 STIP Performance Metrics Results by the Compensation Committee” above. |

  105. 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. |

  106. Summary Compensation Table

    | (5) Includes Company matching contributions to the 401(k) plan and Nonqualified Deferred Compensation Plan of $10,350 and $58,930, respectively, $146,871 representing the value of personal use of the corporate aircraft in 2024, and imputed income on life insurance premiums of $5,940. |

  107. Summary Compensation Table

    | (6) Includes Company matching contributions to the 401(k) plan and Nonqualified Deferred Compensation Plan of $10,350 and $29,392, respectively, $48,546 representing the value of personal use of the corporate aircraft in 2024, and imputed income on life insurance premiums of $597. |

  108. Summary Compensation Table

    | (7) Includes Company matching contributions to the 401(k) plan and Nonqualified Deferred Compensation Plan of $10,350 and $11,781, respectively, imputed income on life insurance premiums of $232, and in accordance with the relocation policy applicable to executives of the Company of $125,247 and $90,528 respectively for relocation benefits and certain income tax payments related to relocation expenses. |

  109. Summary Compensation Table

    | (8) Includes Company matching contributions to the 401(k) plan and Nonqualified Deferred Compensation Plan of $10,350 and $23,957, respectively, and imputed income on life insurance premiums of $2,574. |

  110. Summary Compensation Table

    | (9) Includes Company matching contributions to the 401(k) plan and Nonqualified Deferred Compensation Plan of $10,350 and $10,362, respectively, $15,742 representing the value of personal use of the corporate aircraft in 2024, and imputed income on life insurance premiums of $270. |

  111. Summary Compensation Table

    | (10) Includes Company matching contributions to the Nonqualified Deferred Compensation Plan of $4,658 and imputed income on life insurance premiums of $1,419. |

  112. Summary Compensation Table

    | 48 | National Bank Holdings Corporation |

  113. 2024 Grants of Plan-Based Awards

    2024 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 2024:

  114. 2024 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 | — | — | — | — | — | — | — | | | 04/01/2024 | 02/27/2024 | — | — | — | — | — | — | — | — | — | — | | | 04/01/2024 | 02/27/2024 | — | — | — | — | — | — | 23,510(4) | — | — | 832,489 | | | 04/01/2024 | 02/27/2024 | — | — | — | 11,811 | 23,621 | 35,432 | — | — | — | 832,445 | | Aldis Birkans | — | — | 207,231 | 414,462 | 652,777 | — | — | — | — | — | — | — | | | 04/01/2024 | 02/27/2024 | — | — | — | — | — | — | — | — | — | — | | | 04/01/2024 | 02/27/2024 | — | — | — | — | — | — | 9,704(4) | — | — | 343,619 | | | 04/01/2024 | 02/27/2024 | — | — | — | 4,875 | 9,749 | 14,624 | — | — | — | 343,572 | | Nicole L. Van Denabeele | — | — | 87,808 | 175,615 | 276,594 | — | — | — | — | — | — | — | | | 04/01/2024 | 02/27/2024 | — | — | — | — | — | — | — | — | — | — | | | 04/01/2024 | 02/27/2024 | — | — | — | — | — | — | 1,016(4) | — | — | 35,977 | | | 04/01/2024 | 02/27/2024 | — | — | — | 510 | 1,019 | 1,529 | — | — | — | 35,911 | | | 11/05/2024 | 11/05/2024 | — | — | — | — | — | — | 998(5) | — | — | 45,000 | | Richard U. Newfield, Jr. | — | — | 138,400 | 276,800 | 435,960 | — | — | — | — | — | — | — | | | 04/01/2024 | 02/27/2024 | — | — | — | — | — | — | — | — | — | — | | | 04/01/2024 | 02/27/2024 | — | — | — | — | — | — | 5,930(4) | — | — | 209,981 | | | 04/01/2024 | 02/27/2024 | — | — | — | 2,979 | 5,957 | 8,936 | — | — | — | 209,935 | | Angela N. Petrucci | — | — | 103,615 | 207,231 | 326,389 | — | — | — | — | — | — | — | | | 04/01/2024 | 02/27/2024 | — | — | — | — | — | — | — | — | — | — | | | 04/01/2024 | 02/27/2024 | — | — | — | — | — | — | 3,996(4) | — | — | 141,498 | | | 04/01/2024 | 02/27/2024 | — | — | — | 2,008 | 4,015 | 6,023 | — | — | — | 141,496 | | Christopher S. Randall | — | — | 94,981 | 189,962 | 365,676 | — | — | — | — | — | — | — | | | 04/01/2024 | 02/27/2024 | — | — | — | — | — | — | — | — | — | — | | | 04/01/2024 | 02/27/2024 | — | — | — | — | — | — | 3,590(4) | — | — | 127,122 | | | 04/01/2024 | 02/27/2024 | — | — | — | 1,803 | 3,605 | 5,408 | — | — | — | 127,047 |

  115. 2024 Grants of Plan-Based Awards

    | (1) Cash incentive bonuses under the 2024 STIP. |

  116. 2024 Grants of Plan-Based Awards

    | (2) Represents the possible range of the performance stock units granted in 2024 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. |

  117. 2024 Grants of Plan-Based Awards

    | (3) The amounts in this column reflect the grant date fair value of the restricted stock and performance stock units awarded to the NEOs in 2024 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, 2024 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 and ROTA target portions) 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 2024, please see "Three-Year Performance Stock Unit Award" above. |

  118. 2024 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, 2025. Dividends are paid out on these shares at the same time and same rate as dividends are paid to other shareholders. |

  119. 2024 Grants of Plan-Based Awards

    | (5) 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 October 1, 2025. Dividends are paid out on these shares at the same time and same rate as dividends are paid to other shareholders. |

  120. 2024 Grants of Plan-Based Awards

    | 2025 Annual Proxy Statement | 49 |

  121. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides information regarding outstanding equity awards held by each of our NEOs on December 31, 2024:

  122. Outstanding Equity Awards at 2024 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 | 26,683 | — | 34.04 | 3/1/2027 | 2,572(2) | 110,750 | 20,507(3) | 883,031 | | | 37,042 | — | 32.65 | 3/1/2028 | 8,403(4) | 361,833 | 22,994(5) | 990,122 | | | 33,386 | — | 34.08 | 4/1/2029 | 23,510(6) | 1,012,341 | 23,621(7) | 1,017,120 | | | 63,444 | — | 23.10 | 4/1/2030 | 65,000(8) | — | — | — | | | 21,761 | — | 40.16 | 4/1/2031 | — | — | — | — | | | 12,938 | 6,470(2) | 40.83 | 4/1/2032 | — | — | — | — | | | 10,401 | 20,803(4) | 33.46 | 4/1/2033 | — | — | — | — | | Aldis Birkans | 3,080 | — | 19.56 | 3/1/2026 | 1,102(2) | 47,452 | 8,789(3) | 378,454 | | | 3,303 | — | 34.04 | 3/1/2027 | 2,751(4) | 118,458 | 7,527(5) | 324,113 | | | 2,442 | — | 32.65 | 3/1/2028 | 9,704(6) | 417,854 | 9,749(7) | 419,792 | | | 1,987 | — | 35.36 | 5/2/2028 | 10,000(8) | — | — | — | | | 7,631 | — | 34.08 | 4/1/2029 | — | — | — | — | | | 17,552 | — | 23.10 | 4/1/2030 | — | — | — | — | | | 6,165 | — | 40.16 | 4/1/2031 | — | — | — | — | | | 5,544 | 2,773(2) | 40.83 | 4/1/2032 | — | — | — | — | | | 3,405 | 6,811(4) | 33.46 | 4/1/2033 | — | — | — | — | | Nicole L. Van Denabeele | 1,106 | — | 40.16 | 4/1/2031 | 197(2) | 8,483 | 1,561(3) | 67,217 | | | 984 | 494(2) | 40.83 | 4/1/2032 | 526(4) | 22,650 | 1,439(5) | 61,963 | | | — | 1,302(4) | 33.46 | 4/1/2033 | 1,016(6) | 43,749 | 1,019(7) | 43,878 | | | — | — | — | — | 998(9) | 42,974 | — | — | | Richard U. Newfield, Jr. | 6,607 | — | 34.04 | 3/1/2027 | 901(2) | 38,797 | 7,186(3) | 309,429 | | | 8,934 | — | 32.65 | 3/1/2028 | 1,948(4) | 83,881 | 5,331(5) | 229,553 | | | 8,783 | — | 34.08 | 4/1/2029 | 5,930(6) | 255,346 | 5,957(7) | 256,508 | | | 6,606 | — | 40.16 | 4/1/2031 | 3,500(8) | — | — | — | | | 4,534 | 2,268(2) | 40.83 | 4/1/2032 | — | — | — | — | | | 2,412 | 4,824(4) | 33.46 | 4/1/2033 | — | — | — | — | | Angela N. Petrucci | 675 | — | 19.56 | 3/1/2026 | 507(2) | 21,831 | 4,033(3) | 173,661 | | | 889 | — | 34.04 | 3/1/2027 | 1,298(4) | 55,892 | 3,552(5) | 152,949 | | | 1,356 | — | 32.65 | 3/1/2028 | 3,996(6) | 172,068 | 4,015(7) | 172,886 | | | 1,844 | — | 34.08 | 4/1/2029 | 3,500(8) | — | — | — | | | 3,021 | — | 23.10 | 4/1/2030 | — | — | — | — | | | 1,631 | — | 26.00 | 7/1/2030 | — | — | — | — | | | 3,108 | — | 40.16 | 4/1/2031 | — | — | — | — | | | 2,544 | 1,273(2) | 40.83 | 4/1/2032 | — | — | — | — | | | 1,607 | 3,215(4) | 33.46 | 4/1/2033 | — | — | — | — | | Christopher S. Randall | 2,096 | — | 34.04 | 3/1/2027 | 463(2) | 19,937 | 3,682(3) | 158,547 | | | 6,309 | — | 32.65 | 3/1/2028 | 1,357(4) | 58,432 | 3,712(5) | 159,839 | | | 5,683 | — | 34.08 | 4/1/2029 | 3,590(6) | 154,585 | 3,605(7) | 155,231 | | | 3,021 | — | 23.10 | 4/1/2030 | — | — | — | — | | | 3,704 | — | 40.16 | 4/1/2031 | — | — | — | — | | | 2,322 | 1,162(2) | 40.83 | 4/1/2032 | — | — | — | — | | | 1,679 | 3,359(4) | 33.46 | 4/1/2033 | — | — | — | — |

  123. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) Based upon the closing price of our common stock on December 31, 2024, which was $43.06. |

  124. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 50 | National Bank Holdings Corporation |

  125. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) Represents awards that will vest in full on April 28, 2025, subject to the NEO’s continued service through such date. |

  126. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) Amounts shown above represent the performance stock units granted in 2022 (the “2022 PSU Award”). The number of units are currently reflected at the maximum level of performance. The 2022 PSU Award vested on March 1, 2025, 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, 2022 through December 31, 2024), which attainment resulted in a payout of 111%, as discussed in more detail in the “Vesting of 2022 Performance Stock Unit Award” above. In addition, dividends accrued during the three-year performance period and were paid on any 2022 PSU Award following the vesting date. |

  127. Outstanding Equity Awards at 2024 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, 2025. |

  128. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) Amounts shown above represent the performance stock units granted in 2023 (the “2023 PSU Award”). Since performance through December 31, 2024 is tracking between threshold and target performance, 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. |

  129. Outstanding Equity Awards at 2024 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, 2025. |

  130. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (7) Amounts shown above represent the performance stock units granted in 2024 (the “2024 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 (33% weighting), a relative TSR metric (33% weighting), and a relative ROTA metric (33% weighting) over a three-year performance period (January 1, 2024 through December 31, 2026). The 2024 PSU Award will vest on March 1, 2027, 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 2024 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. |

  131. Outstanding Equity Awards at 2024 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, 2024 as those awards did not have a liquidation value as of December 31, 2024. |

  132. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (9) 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 October 1, 2025. |

  133. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table provides information regarding options exercised and shares of restricted stock vested during 2024 with respect to each of our NEOs:

  134. Option Exercises and Stock Vested in 2024

    | | 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) | 81,759 | 1,720,570 | 24,564 | 841,473 | | Aldis Birkans(2) | 2,773 | 61,810 | 7,580 | 259,193 | | Nicole L. Van Denabeele(3) | 2,652 | 38,752 | 1,726 | 59,234 | | Richard U. Newfield, Jr.(4) | 19,259 | 514,328 | 7,342 | 251,597 | | Angela N. Petrucci(5) | 541 | 13,687 | 3,712 | 127,005 | | Christopher S. Randall(6) | — | — | 3,974 | 136,291 |

  135. Option Exercises and Stock Vested in 2024

    | (1) Option award for 31,996 and 49,763 shares exercised on May 17, 2024 and July 29, 2024, respectively. Of these shares, 40,879 were delivered to a former spouse pursuant to a divorce decree. Stock awards include 4,630 and 9,412 performance stock units that vested on March 1, 2024 and April 1, 2024, respectively, and 10,522 shares of time-based restricted stock that vested on April 28, 2024. Of these shares, 9,645 were delivered to a former spouse pursuant to a divorce decree. |

  136. Option Exercises and Stock Vested in 2024

    | (2) Option award for 2,773 shares exercised on August 16, 2024. Stock award include 1,312 and 2,666 performance stock units that vested on March 1, 2024 and April 1, 2024, respectively, and 3,602 shares of time-based restricted stock that vested on April 28, 2024. |

  137. Option Exercises and Stock Vested in 2024

    | 2025 Annual Proxy Statement | 51 |

  138. Option Exercises and Stock Vested in 2024

    | (3) Option award for 2,652 shares exercised on August 22, 2024. Stock award includes 353 and 716 performance stock units that vested on March 1, 2024 and April 1, 2024, respectively, and 657 shares of time-based restricted stock that vested on April 28, 2024. |

  139. Option Exercises and Stock Vested in 2024

    | (4) Option award for 19,259 shares exercised on November 13, 2024. Stock awards include 1,405 and 2,857 performance stock units that vested on March 1, 2024 and April 1, 2024, respectively, and 3,080 shares of time-based restricted stock that vested on April 28, 2024. |

  140. Option Exercises and Stock Vested in 2024

    | (5) Option award for 541 shares exercised on October 29, 2024. Stock awards include 661 and 1,344 performance stock units that vested on March 1, 2024 and April 1, 2024, respectively, and 1,707 shares of time-based restricted stock that vested on April 28, 2024. |

  141. Option Exercises and Stock Vested in 2024

    | (6) Stock awards include 788 and 1,602 performance stock units that vested on March 1, 2024 and April 1, 2024, and 1,584 shares of time-based restricted stock that vested on April 28, 2024. |

  142. 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.

  143. 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 | 78,574 | 58,930 | 131,144 | — | 2,283,437 | | Aldis Birkans | 72,069 | 29,392 | 81,215 | — | 892,149 | | Nicole L. Van Denabeele | 15,708 | 11,781 | 22,991 | — | 186,952 | | Richard U. Newfield, Jr. | 206,933 | 23,147 | 307,630 | — | 2,522,980 | | Angela N. Petrucci | 13,815 | 10,362 | 14,728 | — | 180,988 | | Christopher S. Randall | 15,525 | 4,658 | 10,323 | — | 250,354 |

  144. Nonqualified Deferred Compensation Plan

    | (1) This column represents amounts deferred from base salary and annual short-term incentive plan payments during 2024. Although deferred, these amounts are included in the Summary Compensation Table in the columns captioned ‘Salary” and “Non-Equity Incentive Plan Compensation,” as applicable. |

  145. Nonqualified Deferred Compensation Plan

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

  146. Nonqualified Deferred Compensation Plan

    | (3) This column includes total earnings and losses on the amounts held under the NDCP during 2024. 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”. |

  147. Nonqualified Deferred Compensation Plan

    | (4) Of these balances, the following were reported in Summary Compensation Tables in prior-year statements: $1,754,086 for Mr. Laney, $330,351 for Mr. Birkans, $1,487,069 for Mr. Newfield, $107,869 for Ms. Petrucci, and $95,489 for Mr. Randall. Ms. Van Denabeele did not appear in the Summary Compensation Tables in any prior year. |

  148. Nonqualified Deferred Compensation Plan

    | 52 | National Bank Holdings Corporation |

  149. 2024 Potential Payments upon Termination or Change-in-Control

    2024 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.

  150. 2024 Potential Payments upon Termination or Change-in-Control Table

    2024 Potential Payments upon Termination or Change-in-Control Table

  151. 2024 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 | 7,101,750 | — | — | 7,101,750 | | | Involuntary Termination for Cause | — | — | — | — | | | Involuntary Termination or Voluntary Resignation with Good Reason Following Change in Control | 6,743,050 | 214,125 | 4,080,753 | 11,037,928 | | | Change in Control - No Termination of Employment(3) | — | — | — | — | | | Death or Disability - No Change in Control | — | 214,125 | 1,484,838 | 1,698,963 | | | Death or Disability Following Change in Control(3) | — | 214,125 | 4,080,753 | 4,294,878 | | | Retirement(4) | — | — | — | — | | Aldis Birkans | Voluntary Resignation without Good Reason | — | — | — | — | | | Voluntary Resignation with Good Reason or Involuntary Termination not for Cause | 1,576,222 | — | — | 1,576,222 | | | Involuntary Termination for Cause | — | — | — | — | | | Involuntary Termination or Voluntary Resignation with Good Reason Following Change in Control | 2,367,054 | 71,569 | 1,583,833 | 4,022,456 | | | Change in Control - No Termination of Employment(3) | — | — | — | — | | | Death or Disability - No Change in Control | — | 71,569 | 583,764 | 655,333 | | | Death or Disability Following Change in Control(3) | — | 71,569 | 1,583,833 | 1,655,402 | | | Retirement(4) | — | — | — | — | | Nicole L. Van Denabeele | Voluntary Resignation without Good Reason | — | — | — | — | | | Voluntary Resignation with Good Reason or Involuntary Termination not for Cause | 668,561 | — | — | 668,561 | | | Involuntary Termination for Cause | — | — | — | — | | | Involuntary Termination or Voluntary Resignation with Good Reason Following Change in Control | 1,090,061 | 13,601 | 268,479 | 1,372,141 | | | Change in Control - No Termination of Employment(3) | — | — | — | — | | | Death or Disability - No Change in Control | — | 13,601 | 117,855 | 131,456 | | | Death or Disability Following Change in Control(3) | — | 13,601 | 268,479 | 282,080 | | | Retirement(4) | — | — | — | — | | Richard U. Newfield, Jr. | Voluntary Resignation without Good Reason | — | — | — | — | | | Voluntary Resignation with Good Reason or Involuntary Termination not for Cause | 1,127,957 | — | — | 1,127,957 | | | Involuntary Termination for Cause | — | — | — | — | | | Involuntary Termination or Voluntary Resignation with Good Reason Following Change in Control | 1,830,960 | 51,368 | 1,070,342 | 2,952,670 | | | Change in Control - No Termination of Employment(3) | — | — | — | — | | | Death or Disability - No Change in Control | — | 51,368 | 378,024 | 429,392 | | | Death or Disability Following Change in Control(3) | — | 51,368 | 1,070,342 | 1,121,710 | | | Retirement(4) | — | — | — | — | | Angela N. Petrucci | Voluntary Resignation without Good Reason | — | — | — | — | | | Voluntary Resignation with Good Reason or Involuntary Termination not for Cause | 901,460 | — | — | 901,460 | | | Involuntary Termination for Cause | — | — | — | — | | | Involuntary Termination or Voluntary Resignation with Good Reason Following Change in Control | 1,423,350 | 33,703 | 691,371 | 2,148,424 | | | Change in Control - No Termination of Employment(3) | — | — | — | — | | | Death or Disability - No Change in Control | — | 33,703 | 249,791 | 283,494 | | | Death or Disability Following Change in Control(3) | — | 33,703 | 691,371 | 725,074 | | | 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 | 542,500 | 34,866 | 653,694 | 1,231,060 | | | Change in Control - No Termination of Employment(3) | — | — | — | — | | | Death or Disability - No Change in Control | — | 34,866 | 232,955 | 267,821 | | | Death or Disability Following Change in Control(3) | — | 34,866 | 653,694 | 688,560 | | | Retirement(4) | — | — | — | — |

  152. 2024 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 pro-rated 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. |

  153. 2024 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. |

  154. 2024 Potential Payments upon Termination or Change-in-Control Table

    | 2025 Annual Proxy Statement | 59 |

  155. 2024 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. |

  156. 2024 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. |

  157. 2024 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, 2024. 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, 2024 and an NBHC share price of $43.06, the closing price of NBHC common stock on the NYSE on Tuesday, December 31, 2024). 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, 2024.

  158. 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 and CEO: For 2024, the median annual total compensation of all associates of the Company (other than our CEO) was $76,225 and the annual total compensation of our CEO was $3,945,839. Based on this information, the ratio for 2024 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:

  159. CEO Pay Ratio

    | ● | As of October 15, 2024, our associate population consisted of approximately 1,295 associates, including any full-time, part-time, temporary, or seasonal associates actively employed on that date. |

  160. 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 year 2024. In making this determination, we annualized compensation for full-time and part-time permanent associates who were employed on October 15, 2024, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time associates. |

  161. 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. |

  162. CEO Pay Ratio

    | ● | After identifying the median associate, we added together all the elements of such associate’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $76,225. |

  163. CEO Pay Ratio

    | ● | With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table, which is also in accordance with the requirements of Item 402(c)(2)(x). |

  164. CEO Pay Ratio

    | 60 | National Bank Holdings Corporation |

  165. 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.

  166. 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) | Core Net Income(6) ($ Millions) | | | Laney¹ ($) | ($) | Non-PEO NEOs(1) ($) | NEOs(1)(2)(4) ($) | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 3,945,839 | 5,129,595 | 1,124,497 | 1,364,577 | 139.10 | 130.96 | 118.8 | 124.4 | | 2023 | 3,578,101 | 3,258,465 | 1,030,317 | 978,460 | 116.81 | 115.69 | 142.0 | 142.6 | | 2022 | 3,290,389 | 2,753,340 | 1,012,024 | 848,531 | 128.11 | 116.15 | 71.3 | 99.3 | | 2021 | 3,009,547 | 5,550,207 | 957,694 | 1,442,256 | 130.93 | 124.78 | 93.6 | 94.9 | | 2020 | 2,638,125 | 3,091,647 | 749,558 | 865,017 | 95.54 | 91.32 | 88.6 | 90.5 |

  167. 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. |

  168. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Aldis Birkans | Aldis Birkans | Aldis Birkans | Aldis Birkans | Aldis Birkans | | Richard U. Newfield, Jr. | Richard U. Newfield, Jr. | Richard U. Newfield, Jr. | Richard U. Newfield, Jr. | Nicole Van Denabeele | | Brendan Zahl | Brendan Zahl | Christopher S. Randall | Christopher S. Randall | Richard U. Newfield, Jr. | | Christopher S. Randall | Angela N. Petrucci | Angela N. Petrucci | Angela N. Petrucci | Christopher S. Randall | | Zsolt K. Besskó | | | | Angela N. Petrucci |

  169. 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. |

  170. 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. |

  171. 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 ($) | Compensation Actually Paid to G. Timothy Laney ($) | | 2024 | 3,945,839 | (1,664,934) | 2,848,690 | 5,129,595 | | 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 |

  172. Pay Versus Performance Disclosure

    | 2025 Annual Proxy Statement | 61 |

  173. 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.

  174. 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 ($) | | 2024 | 2,088,605 | 717,280 | | 7,689 | | 35,116 | 2,848,690 | | 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 |

  175. 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. |

  176. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,124,497 | (352,231) | 592,311 | 1,364,577 | | 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 |

  177. Pay Versus Performance Disclosure

    | 62 | National Bank Holdings Corporation |

  178. 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.

  179. 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 ($) | | 2024 | 439,166 | 145,558 | | 359 | | 7,227 | 592,311 | | 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 |

  180. 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, 2024. 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. |

  181. Pay Versus Performance Disclosure

    | 6. | We determined Core Net Income 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 2024, which is the highest weighted Company-based financial performance metric we used for our 2024 STIP, as described in more detail in the section “Executive Short-Term Incentive Plan Compensation” above. For purposes of this “Pay Versus Performance Disclosure” section, we have calculated Core Net Income based on the methodology described in “Metric Definitions” above. Core Net Income 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. |

  182. Pay Versus Performance Disclosure

    | 2025 Annual Proxy Statement | 63 |

  183. 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.

  184. Pay Versus Performance Disclosure

    | 64 | National Bank Holdings Corporation |

  185. 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.

  186. Pay Versus Performance Disclosure

    | 2025 Annual Proxy Statement | 65 |

  187. Pay Versus Performance Disclosure

    Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Core 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 Core Net Income 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 2024 to Company performance. The measures in this table are not ranked.

  188. 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) |

  189. Pay Versus Performance Disclosure

    | 66 | National Bank Holdings Corporation |

  190. 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 2024. 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. 2026 Annual Meeting of Shareholders