DEF 14A

DEF 14A 1 d312085ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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

UMB Financial Corporation

(Name of 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.

☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

LOGO

NOTICE OF THE

2022 VIRTUAL ANNUAL MEETING

OF SHAREHOLDERS

AND PROXY STATEMENT

April 26, 2022, at

9:00 a.m. CDT

UMB Financial Corporation

1010 Grand Boulevard

Kansas City, Missouri 64106

LOGO

NOTICE OF THE 2022 VIRTUAL ANNUAL MEETING OF

SHAREHOLDERS OF UMB FINANCIAL CORPORATION


Date and Time:		Tuesday, April 26, 2022, at 9:00 a.m. CDT

Place:		Virtual Meeting

		We are pleased to be able to host the 2022 Annual Meeting of the Shareholders virtually using the latest technology and be able to provide expanded access, improved communication and cost savings for the Company and our shareholders. We believe that hosting a virtual meeting will enable greater shareholder attendance and participation from any location around the world. Shareholders and guests may access the Annual Meeting by visiting www.meetnow.global/MUZNM5Y at the meeting date and time described in this proxy statement. Additional instructions on how to access the meeting, or to vote shares, are provided in the section entitled “Questions and Answers About the Annual Meeting, these Proxy Materials, and Voting Your Shares,” later in this proxy statement.

Items of Business:		The following matters will be presented to our shareholders:

		1. the election of 12 directors for terms ending at the 2023 annual meeting of shareholders;

		2. an advisory vote (non-binding) on the compensation paid to our named executive officers;

		3. the ratification of the Corporate Audit Committee’s engagement of KPMG LLP as our independent registered public accounting firm for 2022; and

		4. any other business that may be properly considered at the meeting or any adjournment or postponement of the meeting.

		Afterward, we will present a report on our business and operations.

Record Date:		You may vote at the meeting or any adjournment or postponement of the meeting only if you were a shareholder of record at the close of business on February 28, 2022.

Voting:		It is important that your shares be represented at the meeting, regardless of how many you own, and we strongly encourage you to vote by proxy even if you are planning to attend virtually. Please submit your proxy through the internet or by telephone, or please complete, sign, date, and return your proxy card in the provided envelope. You may revoke your proxy and vote your shares at the virtual meeting according to the procedures described in the attached proxy statement.

The date of this notice is March 15, 2022. The attached proxy statement and the related form of proxy are first being sent, given, or made available to shareholders on or about March 15, 2022.

By Order of the Board of Directors,

LOGO

John C. Pauls

Secretary

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting To Be Held on April 26, 2022:

The Proxy Statement and the Annual Report on Form 10-K are available

at www.edocumentview.com/umbf

TABLE OF CONTENTS


GENERAL INFORMATION			1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING, THESE PROXY MATERIALS, AND VOTING YOUR SHARES			2

STOCK OWNERSHIP			8
Principal Shareholders			8
Stock Owned by Directors, Nominees, and Executive Officers			10
Delinquent Section 16(a) Reports			11

CORPORATE GOVERNANCE			12
Overview			12
Information About our Corporate Governance and Guidelines			12
Our Board of Directors			12
Overview			12
The Board’s Leadership Structure			13
The Board’s Role in Risk Oversight
Independent Directors			13
Committees of the Board of Directors			14
Compensation Committee			14
Compensation Committee Interlocks and Insider Participation			15
Audit Committee			15
Governance Committee			16
Risk Committee			16
Attendance at Board Meetings, Committee Meetings, and Annual Meetings of Shareholders			18
Communications with the Board of Directors			19
Transactions with Related Persons			19
Statement of Policy and Process			19
Transactions since January 1, 2021			20
Environmental, Social and Governance Practices
2021 Director Compensation			21

PROPOSAL #1—ELECTION OF DIRECTORS			22
Nomination Process			22
Nominations			23
Skills Matrix			23
The Importance of Board Diversity and Transparency			25

COMPENSATION DISCUSSION AND ANALYSIS			31
Overview			31
Executive Summary			31
2021 Business Highlights			31
Objectives of Our Compensation Program			32
Compensation Best Practices			33
Components of Executive Compensation			33
The Role of the Compensation Committee			34
The Role of Executive Officers in the Compensation Decisions			34
The Role of the Compensation Consultant			34
Use of Competitive Data			35
Executive Compensation for 2021			35
General Considerations for 2021			35
Base Salary			35
Short-Term Cash Incentive Compensation			36


Long-Term Incentive Compensation			39
Cash Bonuses
Other Benefits and Perquisites			41
Other Executive Compensation Policies and Practices			41
No Employment Agreements			41
Ownership of UMB Stock			41
No Hedging of UMB Stock			42
Claw Back of Compensation			42
Say-On-Pay Advisory Vote			42
Internal Revenue Code Section 162(m)			43
Performance Units Certified in January 2022 as Having Vested under the 2018 Long-Term Program			43
Deferred Compensation Plan			44
Additional Payments or Benefits			44
Executive Compensation Actions in 2022			45

COMPENSATION COMMITTEE REPORT			46

COMPENSATION POLICIES AND PRACTICES RELATING TO RISK MANAGEMENT			46

COMPENSATION TABLES			47
2021 Summary Compensation			47
2021 Grants of Plan Based Awards			48
2021 Outstanding Equity Awards at Fiscal Year-End			49
2021 Option Exercises and Stock Vested			51
2021 Nonqualified Deferred Compensation			52
Potential Payments upon Termination or Change in Control			53
Pay Ratio Disclosure			55

PROPOSAL #2—ADVISORY VOTE (NON-BINDING) ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)			56

PROPOSAL #3—RATIFICATION OF THE CORPORATE AUDIT COMMITTEE’S ENGAGEMENT OF KPMG LLP AS UMB’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022			57
Independent Registered Public Accounting Firm Fees			58
Report of the Corporate Audit Committee			59

INFORMATION ABOUT THE DELIVERY OF PROXY MATERIALS			60

SHAREHOLDER PROPOSALS			61

UMB FINANCIAL CORPORATION

1010 Grand Boulevard

Kansas City, Missouri 64106

PROXY STATEMENT

GENERAL INFORMATION

This proxy statement and the related form of proxy are first being sent, given, or made available by UMB Financial Corporation (“we” or “UMB” or the “Company”) on or about March 15, 2022, to the shareholders of record of our common stock, par value of one dollar ($1.00) per share (“UMB stock”), at the close of business on February 28, 2022 (the “record date”), in connection with our 2022 virtual annual meeting of shareholders and any adjournment or postponement of the meeting (the “Annual Meeting”).

The Annual Meeting will be held at 9:00 a.m. CDT on April 26, 2022, for the purposes described in this proxy statement. The Annual Meeting is held in a virtual format only; shareholders will not be able to attend the meeting in person.

The following matters will be presented to our shareholders:

the election of 12 directors for terms ending at the 2023 annual meeting of shareholders;

an advisory vote (non-binding) on the compensation paid to our named executive officers;

the ratification of the Corporate Audit Committee’s engagement of KPMG LLP as our independent registered public accounting firm for 2022; and

any other business that may be properly considered at the meeting or any adjournment or postponement of the meeting.

Afterward, we will present a report on our business and operations.

Attendance at the Annual Meeting will be limited to shareholders of record or their proxies, beneficial owners, and our guests.

Proxies are being solicited to afford all shareholders of record an opportunity to vote on matters presented at the Annual Meeting.

It is important that your shares be represented at the Annual Meeting, regardless of how many you own, and we strongly encourage you to vote by proxy even if you are planning to attend the Annual Meeting.

QUESTIONS AND ANSWERS ABOUT

THE ANNUAL MEETING, THESE PROXY MATERIALS, AND VOTING YOUR SHARES

Why did I receive these proxy materials?

You received our proxy statement and Annual Report on Form 10-K (collectively, “Annual Report”), or notice of internet availability of the foregoing, as applicable, because UMB’s Board of Directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting. This proxy statement contains information that we are required to provide you under the rules of the U.S. Securities and Exchange Commission (the “SEC”) and is intended to assist you in voting your shares.

What is a proxy?

A proxy is your grant of authority to another person to vote your shares. The person granted this authority is also called a proxy. When you designate a proxy, you may direct the proxy how to vote your shares.

Why are you holding a virtual meeting instead of a physical meeting?

We are pleased to be able to host the 2022 Annual Meeting of the Shareholders virtually using the latest technology and be able to provide expanded access, improved communication and cost savings for the Company and our shareholders. Hosting a virtual meeting will enable more of our shareholders to attend and participate in the meeting as they may participate from any location around the world with Internet access.

What if I have trouble accessing the Annual Meeting virtually?

The virtual meeting platform is supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it or you may call 1-888-724-2416.

Who may vote at the Annual Meeting?

Shareholders of record at the close of business on the record date may vote at the Annual Meeting. As of the record date, 48,418,039 shares of UMB stock were issued and outstanding and, therefore, eligible to be voted at the Annual Meeting. Each share of UMB stock is entitled to one vote.

Who is a shareholder of record or a beneficial owner?

“Shareholders of record” or “record holders” have shares of UMB stock registered in their names, either in book entry or certificate form, with our transfer agent, Computershare Trust Company. “Beneficial owners,” in contrast, own shares of UMB stock that are held in “street name” through a broker, bank, or other nominee.

Beneficial owners generally cannot vote their shares directly and must instead instruct their brokers, banks, or other nominees how to vote the shares. If you are a beneficial owner of UMB stock, your proxy is being solicited through your broker, bank, or other nominee.

How can I attend the Annual Meeting with the ability to ask a question or vote?

The Annual Meeting will be a completely virtual meeting which will be conducted exclusively by webcast. No physical meeting will be held. Shareholders of record and beneficial owners may participate in the meeting, including by asking questions or voting; however, the process for each is different, as described below. For clarity, guests may attend but will not be able to ask questions or otherwise participate in the Annual Meeting.

Attendance for Shareholders of Record

As a shareholder of record, you will be able to attend the Annual Meeting online, ask questions and vote by visiting www.meetnow.global/MUZNM5Y and following the instructions on your notice of the Annual Meeting (“Notice”), proxy card, or on the instructions that accompanied your proxy materials.

Attendance for Beneficial Owners

If you are a beneficial owner and want to attend the Annual Meeting online by webcast (with the ability to ask a question or vote, if you choose to do so) there are two options:

Option #1: Register in advance of the Annual Meeting (REQUIRED FOR BENEFICIAL OWNERS DESIRING TO VOTE AT THE ANNUAL MEETING)

Submit proof of your proxy power (“Legal Proxy”) from your broker or bank reflecting your UMB holdings, along with your name and email address, to Computershare.

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 20, 2022. You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to us at the following:


By email:		Forward the email from your broker granting you a Legal Proxy, or attach an image of your Legal Proxy, to legalproxy@computershare.com

By mail:		Computershare UMB Financial Corporation Legal Proxy P.O. Box 43001 Providence, RI 02940-3001

After you have properly registered, you will receive a confirmation email from Computershare, along with your control number. You may use this control number to log into the meeting website and vote your shares or ask questions.

Due to the possibility of delays in mail delivery, you are encouraged to submit mail requests for registration sufficiently in advance of the deadline.

Option #2: Register at the Annual Meeting (OPTION FOR BENEFICIAL OWNERS DESIRING TO ASK QUESTIONS, BUT NOT VOTE AT THE ANNUAL MEETING)

For the 2022 proxy season, beneficial owners desiring to ask questions at the Annual Meeting, but not vote are expected to be able to do so by registering online at the Annual Meeting using the control number received with their voting instruction form. Please note that this option is intended to be provided as a convenience to beneficial owners only and there is no guarantee that this option will be available for every type of beneficial owner control number. The inability to provide the option to any or all beneficial owners shall in no way impact the validity of the Annual Meeting. Beneficial owners may choose the “Register in Advance” option / Option #1, above, if they prefer to use the traditional, paper-based option or if they wish to ensure full participation.

Regardless of your choice, all beneficial owners are encouraged to visit www.meetnow.global/MUZNM5Y in advance of the meeting for more information on the available options and registration instructions. The online meeting will begin promptly at 9:00 a.m., CDT. We encourage you to access the meeting prior to the start time, leaving ample time for the check in.

Do I need to register to attend the Annual Meeting virtually?

Registration is only required if you are a beneficial owner and intend to ask questions and/or vote your shares at the Annual Meeting.

What are my voting rights?

You may vote “FOR” or “WITHHOLD” on the nominees under Proposal #1. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on Proposals #2 and #3.

Cumulative voting will apply in connection with Proposal #1—election of directors. See “What vote is required for each proposal?” later in this section. Cumulative voting will not apply in connection with any other proposal at the Annual Meeting.

If you are a beneficial owner of shares, and you do not provide instruction to your broker, bank, or other nominee, your broker, bank or other nominee is not permitted to vote your shares on certain proposals. See “What vote is required for each proposal?” later in this section.

How does the Board recommend that I vote?

The Board recommends that you vote as follows:


• *Proposal #1*:		“FOR” the election of each of the 12 nominees to our Board;

• *Proposal #2*:		“FOR” the approval, on an advisory basis, of the compensation paid to our named executive officers; and

• *Proposal #3*:		“FOR” the ratification of the Corporate Audit Committee’s engagement of KPMG LLP as our independent registered public accounting firm for 2022.

What vote is required for each proposal?


• *Proposal #1*:		Plurality voting will apply—that is, the 12 nominees receiving the highest number of “FOR” votes will be elected.

		Cumulative voting will also apply—that is, each shareholder will have a total number of votes equal to the holder’s number of shares as of the record date multiplied by the number of directors to be elected, and the shareholder may cast all of those votes for a single nominee or may distribute whole (though not fractional) votes among more than one nominee in any proportion desired. If you want to utilize cumulative voting, please notify our transfer agent, Computershare Trust Company, at legalproxy@computershare.com prior to the Annual Meeting.

		Voting “WITHHOLD” for one or more of the nominees will have no effect on the election of directors. If you are a beneficial owner of shares, your broker, bank, or other nominee is not permitted to vote your shares on this matter if no instruction is received from you and any such failure to vote will have no effect on the outcome.

• *Proposal #2*:		Majority voting will apply—that is, the approval, on an advisory basis, of the compensation paid to our named executive officers will require the affirmative (“FOR”) vote of the majority of the shares cast at the Annual Meeting.



		Voting “ABSTAIN” on this matter will have no effect on the outcome. If you are a beneficial owner of shares, your broker, bank, or other nominee is not permitted to vote your shares on this matter if no instruction is received from you and any such failure to vote will have no effect on the outcome.

• *Proposal #3*:		Majority voting will apply—that is, ratification of the Corporate Audit Committee’s engagement of KPMG LLP as our independent registered public accounting firm for 2022 will require the affirmative (“FOR”) vote of the majority of the shares cast at the Annual Meeting.

		Voting “ABSTAIN” on this matter will have no effect on the outcome. If you are a beneficial owner of shares, your broker, bank, or other nominee can exercise discretion in voting your shares on this matter if no instruction is received from you.

How do I vote my shares?

We strongly encourage all shareholders to submit their votes in advance of the Annual Meeting.


• *Record* *Holders*:		You may vote your shares (1) through the internet, (2) by telephone, (3) by completing, signing, dating, and returning your proxy card in the provided envelope, or (4) virtually during the Annual Meeting, utilizing the methodology previously described in the General Information and preceding Question and Answer sections of this proxy statement. Other proxy materials that you receive together with this proxy statement contain the website address and the telephone number for internet or telephone voting. Completed, signed, and dated proxy cards must be received prior to the Annual Meeting in order to be counted. If you desire to vote at the Annual Meeting, you may do so by logging into www.meetnow.global/MUZNM5Y and following the instructions on your Notice, proxy card, or on the instructions that accompanied your proxy materials.

• *Beneficial Owners*:		You may not vote your shares directly but instead may instruct your broker, bank, or other nominee how to vote your shares. You should receive materials from your broker, bank, or other nominee with directions on how to provide voting instructions. Those materials also will identify the time by which your broker, bank, or other nominee must receive your voting instructions. The availability of internet or telephone voting will depend on the processes adopted by your broker, bank, or other nominee. If you want to vote your shares virtually at the Annual Meeting, you must first register in advance to attend the Annual Meeting. To do this and enable virtual voting, you must follow the instructions outlined in Option #1, on page 3, above.

• *UMB Plans*:		Holders of shares through the UMB Profit-Sharing and 401(k) Savings Plan (the “Profit-Sharing Plan”) or the UMB Employee Stock Ownership Plan (the “ESOP”) may not vote your shares directly but instead may instruct the trustee for the Profit-Sharing Plan or the ESOP how to vote your shares. Each holder who is a current employee of UMB and who has a valid UMB e-mail address will receive an e-mail from our transfer agent, Computershare Trust Company, describing how to access our proxy materials and how to provide voting instructions to the trustee. Each holder who is not a current employee of UMB or who does not have a valid e-mail address on file will receive our proxy materials in the mail and will be able to provide voting instructions to the trustee by internet, telephone or mail. In all cases, however, voting instructions must be received by the trustee by 1:00 p.m. CDT on April 21, 2022.

If I am a record holder, what happens if I submit a valid proxy prior to the Annual Meeting but do not provide voting instructions?

If you as a record holder submit a valid proxy prior to the Annual Meeting but do not provide voting instructions, your shares will be voted according to the recommendations of the Board. See “How does the Board recommend that I vote?” earlier in this section.

If I am a beneficial owner, will my broker, bank, or other nominee vote for me if I do not provide voting instructions?

If you are a beneficial owner and do not provide voting instructions, your broker, bank, or other nominee has discretionary authority to vote your shares on Proposal #3—ratification of the Corporate Audit Committee’s engagement of KPMG LLP as our independent registered public accounting firm for 2022. Your broker, bank, or other nominee, however, does not have discretionary authority to vote your shares on Proposals #1 or #2.

If I hold shares through the Profit-Sharing Plan or the ESOP, will the trustee vote for me if I do not provide voting instructions?

If you hold shares through the Profit-Sharing Plan and do not provide voting instructions, the trustee will vote your shares in the same proportion that the other shares in the Profit-Sharing Plan are voted. If you hold shares through the ESOP and do not provide voting instructions, the trustee can exercise discretion in voting your shares.

Can other matters be decided at the Annual Meeting?

When this proxy statement was printed, we did not know of any matter to be presented at the Annual Meeting other than those described in this proxy statement. If any other matter may be properly considered at the Annual Meeting, your proxy can exercise discretion in voting your shares on the matter. We do not anticipate that any other matter will be presented at the Annual Meeting.

Can I revoke or change my proxy?

You may revoke or change your proxy at any time before the vote is taken at the Annual Meeting.

If you are the record holder of UMB stock, you may revoke or change your proxy in the following ways:

•

by executing and delivering a later-dated proxy for the same shares in compliance with the requirements described in this proxy statement;

•

by voting the same shares again over the internet or telephone;

•

by submitting a virtual ballot at the Annual Meeting; or

•

by notifying the Secretary of your revocation of the proxy prior to the Annual Meeting.

If you are the beneficial owner of UMB stock, you must follow the directions provided to you by your broker, bank, or other nominee. Any beneficial owner of shares who wants to revoke a proxy prior to the Annual Meeting will, as previously noted, need to register in advance with Computershare in order to do so. Due to the limitations of a virtual meeting and the nature of a beneficial ownership, you will not be able to revoke or change your proxy during the Annual Meeting without registering in advance with Computershare, as outlined in Option #1 on page 3 of this proxy statement.

If you hold shares through the Profit-Sharing Plan or the ESOP, you must follow the directions provided to you by the trustee.

Who pays the costs of preparing the proxy materials and soliciting proxies?

We will pay the costs of preparing the proxy materials and soliciting proxies, including the reasonable charges and expenses of brokers, banks, and other nominees for forwarding proxy materials to beneficial owners and updating proxy cards and directions. We also have engaged Okapi Partners LLC to assist in the solicitation of proxies for a fee of $11,000 plus disbursements.

In addition to our solicitation of proxies by mail, your proxy may be solicited by telephone, facsimile, internet, or e-mail or in person by directors, officers, or regular employees of UMB or its affiliates who will receive no additional compensation for doing so.

STOCK OWNERSHIP

Principal Shareholders

The following persons owned of record or beneficially owned (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) more than 5% of UMB stock at the close of business on February 28, 2022:



Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class

J. Mariner Kemper		4,496,592	(1)		9.29	%
1010 Grand Boulevard
Kansas City, Missouri 64106

Blackrock, Inc.		5,147,539	(2)		10.63	%
55 East 52nd Street
New York, New York 10055

The Vanguard Group		4,300,446	(3)		8.88	%
100 Vanguard Boulevard
Malvern, Pennsylvania 19355

(1)	The total stock ownership reported for J. Mariner Kemper is comprised of the following:

(a)

188,273 shares are owned directly.

(b)

2,141 shares are owned through the ESOP.

(c)

Options for 27,964 shares are owned directly and currently vested.

(d)

290,397 shares are owned by Kemper Realty Company, and 395,989 shares are owned by Pioneer Service Corporation. Each of the foregoing are entities through which voting and investment decisions may be controlled, directly or indirectly, by Mr. Kemper.

(e)

3,589,828 shares are held by UMB Bank, n.a. as either sole trustee or co-trustee. In each case, Mr. Kemper has or shares voting power. Of these shares:

(i)

1,988,606 shares are owned by the R. Crosby Kemper Jr. Marital Trust, but sole voting and dispositive authority is held by Mr. Kemper.

(ii)

53,800 shares are owned by a trust under the will of Rufus Crosby Kemper, 26,838 shares are owned by the Sheila K. Dietrich Irrevocable Trust, and 68,362 shares are owned by the Enid and Crosby Kemper Foundation. In each case, UMB Bank, n.a. as trustee has sole voting and dispositive authority but may act only on the direction of Mr. Kemper, Alexander C. Kemper, and Heather Miller, or any two of them.

(iii)

407,670 shares are owned by the R.C. Kemper Charitable Trust and Foundation, but sole voting and dispositive authority is held by the co-trustees: Mr. Kemper, Thomas J. Wood III, and Sheila Kemper Dietrich.

(iv)

750,156 shares are owned by the R. C. Kemper, Jr. Charitable Trust and Foundation, but sole voting and dispositive authority is held by the majority of the individual co-trustees: Mr. Kemper, Mary S. Kemper, and Mary Kemper Wolf.

(v)

58,566 shares are owned by the R. Crosby Kemper Irrevocable Dynasty Trust, but sole voting and dispositive authority is held by the majority of Mr. Kemper, R. Crosby Kemper III, Sheila Kemper Dietrich, Alexander C. Kemper, Heather Miller, and Mary Kemper Wolf.

(vi)

175,850 shares are owned by the Bebe and Crosby Kemper Foundation for the Arts. UMB Bank, n.a. as corporate trustee has sole voting and dispositive authority but may act only on the direction of a majority of Mr. Kemper, Mary Kemper Wolf, Heather Miller and Sheila Kemper Dietrich.

(vii)

12,558 shares are owned by the Mary S. Hunt Trust. Mr. Kemper and UMB Bank, n.a. are co-trustees, but Mr. Kemper has sole voting and dispositive authority over the shares.

(vii)

47,422 shares are owned by the William T. Kemper Charitable Trust. UMB Bank, n.a. and Mr. Kemper are co-trustees, but Mr. Kemper has full voting and dispositive authority over the shares.

(f)

1,000 shares are owned by Mr. Kemper’s son, and 1,000 shares are owned by Mr. Kemper’s daughter, and are managed in custodial accounts in their names. Mr. Kemper is the custodian of these accounts and retains voting and dispositional power over these shares.

(2)

This is according to information provided to UMB in a Schedule 13G/A filed by Blackrock, Inc. with the SEC on January 27, 2022. According to the Schedule 13G/A, Blackrock, Inc. has sole voting power over 5,045,880 shares of UMB stock and sole dispositive power over 5,147,539 shares of UMB stock. The aggregate number of shares of UMB stock beneficially owned was reported at 5,147,539.

(3)

This is according to information provided to UMB in a Schedule 13G/A filed by The Vanguard Group with the SEC on February 10, 2022. According to the Schedule 13G/A, The Vanguard Group has shared voting power over 35,884 shares of UMB stock, sole dispositive power over 4,223,954 shares of UMB stock, and shared dispositive power over 76,492 shares of UMB stock. The aggregate number of shares of UMB stock beneficially owned was reported at 4,300,446.

Stock Owned by Directors, Nominees, and Executive Officers

This table sets forth the number of shares of UMB stock that were beneficially owned (as defined in Rule 13d-3 of the Exchange Act) at the close of business on February 28, 2022, by a director, a nominee, or a Named Executive Officer (as defined in “Compensation Discussion and Analysis—Overview” later in this proxy statement). It also includes the number of shares that were beneficially owned at the close of business on February 28, 2022, by all directors and Executive Officers (as defined in “Delinquent Section 16(a) Reports” later in this section) as a group. The individuals designated as our Executive Officers are also our executive officers as defined in Rule 3b-7 of the Exchange Act.



Name of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)		Percent of Class

Robin C. Beery		5,150		*

James Cornelius		3,855		*

Janine A. Davidson		1,333		*

Kevin C. Gallagher		19,486		*

Greg M. Graves		29,847		*

Shannon A. Johnson		18,923		*

Alexander C. Kemper (2)		217,106		*

J. Mariner Kemper		4,496,592		9.29	%

Gordon E. Lansford III		3,658		*

Timothy R. Murphy		17,767		*

Tamara M. Peterman		3,372		*

James D. Rine		17,707		*

Kris A. Robbins		9,092		*

Ram Shankar		9,334		*

L. Joshua Sosland		11,060		*

Leroy J. Williams, Jr.		4,551		*

All Directors and Executive Officers as a Group (3)		4,729,634		9.77	%

*	Less than 1% of the outstanding shares.

(1)

These numbers include (a) shares owned directly by the individuals or members of their immediate families who share the same household, (b) shares owned in trust, (c) shares otherwise held through indirect forms of ownership and over which the individuals exercise sole or shared voting or investment power, and (d) shares that are subject to outstanding options exercisable within 60 days. The following Named Executive Officers have options that are exercisable within 60 days for the number of shares of UMB stock shown: J. Mariner Kemper—

27,964 shares and Shannon A. Johnson—9,258 shares. Other executive officers (excluding the Named Executive Officers) collectively hold options, exercisable within 60 days, to acquire 6,246 shares of UMB stock.

(2)

The total stock ownership reported for Alexander C. Kemper is comprised of the following: (a) 8,540 shares owned directly, (b) 58,566 shares held by UMB Bank, n.a. as either sole trustee or co-trustee, where voting or investment power is shared with other family members (including J. Mariner Kemper), (c) 53,800 shares owned by a trust under the will of Rufus Crosby Kemper, 26,838 shares are owned by the Sheila K. Dietrich Irrevocable Trust, and 68,362 shares owned by the Enid and Crosby Kemper Foundation, where UMB Bank, n.a. as trustee has sole voting and dispositive authority but may act only on the direction of Mr. Kemper, J. Mariner Kemper, and Heather Miller, or any two of them; and (d) 1,000 shares owned by the SCK Family Partnership, LP, where voting and investment power is controlled, directly and indirectly, by Mr. Kemper, acting alone or with another family member.

(3)	Shares held in foundations, trusts, or companies over which more than one director or Executive Officer share voting or investment power have been included only one time in this total.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires each officer (as defined in Section 16(a) and Rule 16a-1 of the Exchange Act, an “Executive Officer”), each director on our Board, and any person who beneficially owns more than 10% of UMB stock (collectively, the “reporting persons”) to file with the SEC reports of ownership and changes in ownership of UMB stock. Based solely on a review of the Section 16(a) reports filed with the SEC and written representations from reporting persons that no Forms 5 were required to be filed, UMB believes that each person who was a reporting person during 2021 timely filed the reports required by Section 16(a) of the Exchange Act during 2021, except: (a) L. Joshua Sosland filed a late Form 4 on May 7, 2021 reporting the purchase of 711 shares of UMB stock on May 3, 2021; and (b) Nikki Newton filed a late Form 4 on February 15, 2022 reflecting the withholding of 238 shares for the payment of taxes when restricted stock vested on May 20, 2021.

Information about our executive officers is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

CORPORATE GOVERNANCE

Overview

UMB is committed to robust corporate governance principles and practices that provide our Board with the appropriate framework to engage in the ongoing oversight of Company activities. Our Board believes that robust, dynamic corporate governance practices are the foundation of a well-functioning board and are vital to preserving the confidence and trust of our shareholders, customers, associates, regulators, and the general public.

Information About our Corporate Governance and Guidelines

The Board has adopted Corporate Governance Guidelines (the “Governance Guidelines”) to formalize our corporate governance practices and assist the Board in exercising its responsibilities to UMB and our shareholders. These Governance Guidelines serve as a flexible framework within which the Board may conduct business. The Board regularly reviews and updates the Governance Guidelines as changes occur in our corporate strategy, in the regulatory environment, or in response to suggestions from shareholders or other third parties.

The Board has also adopted a Code of Ethics (the “Code of Ethics”) that applies to all directors, advisory directors, and associates of UMB, including the Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer. UMB believes that integrity is paramount. While all business is based to some degree on trust, our business has trust as a core principle. Being honest and fair to our customers, shareholders, and associates is not just a value but a moral imperative. The Code of Ethics reflects our commitment to these principles. The Board did not approve any waivers to the Code of Ethics in 2021. If a waiver of the Code of Ethics is approved, we will post it on our website.

We invite you to visit our “Investor Relations” section of our website at investorrelations.umb.com. You can find our Governance Guidelines, Code of Ethics, and the charters of our four standing committees in the Investor Relations section by selecting “Governance Documents” under the heading “Overview.” You may also request a copy of any of these documents free of charge by sending a written request to UMB Financial Corporation, Attention: Corporate Secretary, 1010 Grand Boulevard, Kansas City, Missouri 64106.

Our Board of Directors

Overview

The Corporate Governance and Nominating Committee (“Governance Committee”) annually assesses the composition and size of our Board. In assessing the size of the Board, the Governance Committee and the Board consider the need for particular talents or other qualities, the benefits associated with a diversity of perspectives and backgrounds, the availability of qualified candidates, the workloads and needs of Committees, and other relevant factors. Our Board currently has 12 members and as allowed by our Bylaws, the Board has set the number of directors as of the Annual Meeting at 12. All seats on the Board are up for election annually.

Of the 12 current directors, 10 have been determined by the Board to be independent under SEC and NASDAQ rules (each “independent” and an “independent director”). All the current directors are nominees for election at the Annual Meeting.

The primary responsibility of the directors is to exercise their business judgment to oversee the diverse array of businesses and affairs of UMB. Specific responsibilities of the Board include:

•

selecting and evaluating the Chief Executive Officer, overseeing the selection and performance of senior management, and working with the Chief Executive Officer on succession planning;

•

reviewing, approving, and overseeing management on the business strategies of UMB, significant corporate actions, and major transactions;

•

understanding, reviewing, and monitoring the implementation of strategic plans and budgets;

•

reviewing assessments of, and overseeing management with respect to, significant risks and issues facing UMB; and

•

confirming the establishment of, and monitoring compliance with, processes designed to ensure the integrity of UMB’s actions, including in connection with (1) financial statements and financial reporting, (2) relationships with customers, suppliers, and other constituencies, and (3) compliance with applicable law and the Code of Ethics.

The Board’s Leadership Structure

J. Mariner Kemper serves both as the Chairman of the Board and the Chief Executive Officer of the Company. The Board, in consultation with the Governance Committee, regularly evaluates whether an independent Chair would be in the best interests of UMB and its shareholders. Among the factors considered by the Board are the qualifications and performance of any non-independent Chair, the percentage of independent directors on the Board, the degree of independent oversight exercised by the Board, the soundness of UMB’s corporate governance structure and policies, and the performance of UMB. Based on this evaluation, the Board has determined that the best interests of UMB and its shareholders are currently served by Mr. Kemper retaining the positions of Chairman of the Board and Chief Executive Officer.

UMB maintains strong independent and effective oversight of the Board through our lead independent director (the “Lead Director”). The Lead Director is elected annually by the independent directors upon recommendation from the Governance Committee. Greg M. Graves, our current lead director, has served in that capacity for almost five (5) years. He also serves as the Chair of the Governance Committee. The Lead Director’s duties include:

•

presiding at meetings of the Board when the Chair is not present;

•

convening and presiding over periodic meetings of the independent directors (at which only independent directors are present);

•

approving agendas for meetings of the Board and information to be sent to the Board;

•

approving schedules of meetings of the Board to ensure that sufficient time is afforded to discuss all agenda items;

•

serving as a liaison between the independent directors and the Chair;

•

holding periodic meetings with the Chair and Chief Executive Officer to discuss matters of importance to the independent directors, acting as the informal spokesperson for the independent directors, and helping to facilitate the Board’s oversight of management;

•

serving as an advocate for the interests of UMB’s shareholders;

•

ensuring, if requested by major shareholders of UMB, that the Lead Director is available for consultation and direct communications; and

•

coordinating the activities of the other independent directors and performing such other duties and responsibilities as a majority of the independent directors may specify from time to time.

Independent Directors

The Board has determined that the following directors are independent directors:


Robin C. Beery	Gordon E. Lansford III	Kris A. Robbins
Janine A. Davidson	Timothy R. Murphy	L. Joshua Sosland
Kevin C. Gallagher	Tamara M. Peterman	Leroy J. Williams, Jr.
Greg M. Graves

These independent directors comprise more than three-quarters of the Board. J. Mariner Kemper and Alexander C. Kemper have been found not to be independent due to their employment by UMB and familial relationship to UMB’s Chief Executive Officer, respectively.

In evaluating the independence of each director, the Board has reviewed and deliberated on transactions, relationships, and arrangements between each director or any related person or interest and UMB or any of its subsidiaries. In particular, the Board considered that the independent directors or related persons or interests have varying degrees of banking relationships with UMB or its subsidiaries, such as deposit accounts, extensions of credit, trust services, or investment services. All of these transactions, relationships, and arrangements, in the judgment of the Board, were made on terms and under circumstances at least as favorable to UMB or its subsidiaries as those that were prevailing at the time for comparable transactions, relationships, or arrangements with unrelated persons or interests or those that would have applied to unrelated persons or interests. The Board also concluded that none of these banking transactions, relationships, or arrangements require disclosure under SEC rules. See “Transactions with Related Persons” later in this section. The Board determined as well that no independent director has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Committees of the Board of Directors

UMB has four standing committees that are comprised only of independent directors (the “Committees”): the Compensation Committee, the Corporate Audit Committee (“Audit Committee”), the Governance Committee, and the Risk Committee. The charter for each of these Committees can be found on the “Investor Relations” section of our website at investorrelations.umb.com by then selecting “Governance Documents” under the heading “Overview.”

Compensation Committee

The Compensation Committee is currently comprised of Robin C. Beery (Chair), Janine A. Davidson, Gordon E. Lansford III, Timothy R. Murphy and Leroy J. Williams, Jr. All of the members of the Compensation Committee served throughout all of 2021.

The Board has determined that all of the current members are qualified to serve on the Compensation Committee under applicable rules of the SEC, NASDAQ, or the Department of the Treasury (including the independence, non-employee-director, and outside-director requirements for compensation-committee members).

Among the Compensation Committee’s primary functions are the following:

•

assisting the Board in fulfilling its responsibilities to oversee compensation programs, including long- and short-term incentive compensation plans, for the executive officers of UMB;

•

overseeing UMB’s management in its preparation of the disclosures and other information relating to executive compensation matters that are required by applicable law to be contained in UMB’s proxy statement;

•

recommending to the Board the compensation of non-employee directors of UMB;

•

establishing and administering the principal components of compensation (including salary, bonuses, incentive programs, and retention awards) for the Chief Executive Officer, the Chief Financial Officer, and other designated executive officers of UMB;

•

approving and overseeing the Company’s succession planning for certain key personnel;

•

administering or overseeing the administration of UMB’s equity-based compensation plans, including grants of equity-based compensation; and

•

reviewing stock ownership guidelines for directors and Executive Officers, and recommending, from time to time, changes in the guidelines to the Board.

The Compensation Committee also (1) reviews and makes recommendations in connection with matters involving say-on-pay and say-when-on-pay votes by UMB’s shareholders and (2) reviews and approves or ratifies related person transactions involving compensation.

A narrative description of the processes for considering and determining executive and director compensation, including (a) the Compensation Committee’s authority and the extent to which that authority may be delegated and (b) the roles of UMB’s Executive Officers and compensation consultants in determining or recommending the amount or form of executive and director compensation, can be found in “Compensation Discussion and Analysis” and “Corporate Governance—2021 Director Compensation” later in this proxy statement.

Compensation Committee Interlocks and Insider Participation

During 2021, no UMB executive officer served as a member of the board of directors or the compensation committee of any entity with one or more executive officers serving on our Board or Compensation Committee, nor has any such relationship existed in the past. No director who served on the Compensation Committee during 2021 is or was formerly an officer or employee of UMB.

Audit Committee

The Audit Committee is currently comprised of Gordon E. Lansford III (Chair), Kevin C. Gallagher, Timothy R. Murphy and Kris A. Robbins. Each of these directors served on the Audit Committee throughout 2021 other than Mr. Murphy who joined the Audit Committee following the April 2021 meeting. In addition, Ms. Beery served on the Audit Committee from the beginning of 2021 through the April 2021 meeting. The Board has determined that all of the members are qualified to serve on the Audit Committee under applicable rules of the SEC or NASDAQ (including the heightened independence requirements for audit committee members) and that Mr. Lansford and Mr. Robbins are audit committee financial experts and financially sophisticated under those applicable rules.

Our Audit Committee assists the Board in fulfilling its responsibilities to oversee the quality and integrity of the accounting, financial-reporting, and internal-control functions of UMB and its subsidiaries. In particular, the Audit Committee’s role includes assisting the Board in overseeing:

•

the integrity of UMB’s financial statements and related reporting processes;

•

the qualifications, independence, and performance of UMB’s independent registered public accounting firm;

•

the performance of UMB’s internal audit function;

•

implementation of new accounting standards;

•

resolutions of internal control issues, if identified;

•

use of non-GAAP measures; and

•

UMB’s compliance with regulatory and other legal requirements.

The Audit Committee has sole authority over the appointment and replacement of UMB’s independent registered public accounting firms and is directly responsible for the compensation and oversight of UMB’s independent auditors. The Audit Committee also approves the risk-assessment methodology, risk assessment, and annual audit plan of the internal audit function and all decisions on the appointment, removal, and compensation of UMB’s Chief

Audit Executive. In addition, the Audit Committee (1) reviews and approves or ratifies related-person transactions (other than those involving compensation that are reviewed and addressed by the Compensation Committee), (2) reviews the summary of any complaint reporting a violation of the Code of Ethics, applicable law, or UMB’s policies and monitors any authorized internal investigation of such a complaint, and (3) establishes procedures for the receipt, retention, and treatment of any complaint about accounting, internal accounting controls, or auditing matters and for the confidential, anonymous submission by UMB’s associates of any concern about questionable accounting or auditing matters.

Governance Committee

The Governance Committee is currently comprised of Greg M. Graves (Chair), Janine A. Davidson, Tamara M. Peterman and L. Joshua Sosland. Each of these directors served on the Governance Committee throughout 2021, with the exception of Ms. Peterman who joined the Governance Committee following the April 2021 meeting.

Among the Governance Committee’s primary functions are the following:

•

making recommendations about the size, organization, and composition of the Board as well as its committee structure and make-up;

•

identifying and evaluating candidates to become or remain members of the Board;

•

recommending director nominees for each Committee (including the Chair of each Committee);

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leading the Board in its periodic reviews of its and each Committee’s performance;

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assisting the Board in attracting and electing qualified and experienced independent directors;

•

reviewing and recommending changes to the Governance Guidelines for approval by the Board;

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monitoring the effectiveness of the Board;

•

evaluating and making recommendations to the Board about corporate governance policies and practices;

•

reviewing the Company’s environmental, social and governance practices and overseeing the activities of the Environmental Social and Governance Committee; and

•

providing consultation or assistance to the Board on other corporate governance matters that may be referred by the Board from time to time.

The Governance Committee has incorporated its policies on the nomination process for directors into the Governance Guidelines. See “Proposal #1—Election of Directors” later in this proxy statement.

Risk Committee

The Risk Committee is comprised of Kris A. Robbins (Chair), Robin C. Beery, Kevin C. Gallagher, Tamara M. Peterman, L. Joshua Sosland, and Leroy J. Williams, Jr. All members served on the Risk Committee throughout all of 2021.

Among the Risk Committee’s primary functions are the following:

•

approving and periodically reviewing the Enterprise Risk Management Policy, including statements of risk appetite, and adapting the Enterprise Risk Management Policy when and as appropriate to changes in UMB’s structure, risk profile, complexity, activities, or size;

•

overseeing the operation of UMB’s global risk management framework commensurate with UMB’s structure, risk profile, complexity, activities, and size;

•

overseeing UMB’s global risk management framework including:

^¡

appropriate policies and procedures establishing risk management governance, risk-management procedures, and risk-control infrastructure for UMB’s global operations,

^¡

appropriate processes and systems, such as strategic risk assessments and key risk indicators, for identifying and reporting risks and risk management deficiencies (including in connection with emerging risks) and for ensuring effective and timely implementation of actions to address emerging risks and risk management deficiencies for UMB’s global operations,

^¡

appropriate processes and systems for establishing managerial and employee responsibility for risk management,

^¡

appropriate processes and systems for ensuring the independence of the risk management function,

^¡

appropriate processes and systems for integrating risk management and associated controls with management goals and UMB’s compensation structure for its global operations,

^¡

appropriate processes and systems for conducting internal loan reviews according to annual or other periodically established plans, and

^¡

appropriate processes and systems for otherwise implementing and monitoring compliance with UMB’s policies and procedures establishing risk management governance, risk management procedures, and risk-control infrastructure for its global operations;

•

receiving and reviewing reports from the Chief Risk Officer, the officer in charge of the internal loan review function, the Asset and Liability Committee, the Credit Committee, and the Enterprise Risk Committee;

•

receiving and reviewing examination reports and other communications from regulatory agencies that supervise or otherwise exercise authority over UMB or any of its subsidiaries; and

•

overseeing the allocation of appropriate resources for UMB’s global risk management framework.

The Board’s Role in Risk Oversight

Among the Board’s specific responsibilities is oversight of the risk-management policies of UMB’s global operations and the operation of UMB’s global risk management framework.

The Risk Committee is charged with approving and periodically reviewing the risk management policies of UMB’s global operations, including statements of risk appetite, and adapting the Enterprise Risk Management Policy when and as appropriate to changes in our structure, risk profile, complexity, activities, or size.

The Board also has created three committees comprised of senior officers of UMB or its subsidiaries to support the Risk Committee in developing and overseeing the operation of the Enterprise Risk Management Policy:

•

the Asset and Liability Committee, which assists in the oversight of (1) the assets and liabilities of UMB and UMB Bank, n.a. (the “Bank”), (2) the liquidity, interest-rate, market, or similar risk-management practices of UMB and the Bank, and (3) the capital positions of UMB and the Bank;

•

the Credit Committee, which assists in the oversight of the credit, counterparty, or similar risk-management practices of UMB and the Bank; and

•

the Enterprise Risk Committee, which assists in the oversight of the strategic, operational, reputational, compliance, or similar risk-management practices of UMB and the Bank.

In addition, the Audit Committee assists the Board in fulfilling its responsibilities to oversee the quality and integrity of the accounting, financial reporting, and internal control functions of UMB and its subsidiaries. The Compensation Committee likewise assists the Board in ensuring that UMB’s compensation programs incent balanced risk-taking within established appetites, tolerances, and limits and promote the sustained operating and financial performance of UMB.

UMB maintains as well, under the leadership of its Chief Risk Officer, a robust enterprise risk management program designed to identify, quantify, monitor, report, and control risks that we face. The Chief Risk Officer supplies the Board, directly or through the Risk Committee, with regular reports on the operation of this program, the evolving risks to our businesses, and the controls and other mitigants utilized to manage those risks. The Board, in turn, considers these reports, as well as other information from management or third parties, in reviewing and approving our strategic direction and otherwise overseeing and directing our business and affairs.

Environmental Social Governance

At UMB, we endeavor to be a good corporate citizen, focusing on prudent business practices, efficient and sustainable resource use, transparent governance, and diversity and inclusion. We care about our associates, our communities and the environment, and because we care, we are passionate about delivering on our promises and meeting the ever-evolving needs of the world around us with thoughtful consideration and open minds. We closely analyze how we do business through the lens of environmental, social, and governance considerations. We recognize that oversight of environmental, social and governance issues helps to minimize risks to our shareholders, and just as importantly, it helps reinforce our core values of doing the right thing, supporting our associates and our communities, and providing the unparalleled customer experience.

The Governance Committee and the Board generally oversee our environmental, social and governance (“ESG”) goals and objectives and support implementation of the Company’s ESG priorities. As part UMB’s commitment to delivering on our promises regarding corporate citizenship and ESG matters, UMB evaluates its ESG performance on a continuous basis and voluntarily publishes information relating to our ESG program and ESG matters and metrics in the Corporate Citizenship Report and the Environmental Social Governance Report which can be found at umb.com/ESGreport; provided that we do not incorporate by reference herein any information at such website.

Execution of UMB’s ESG strategy is overseen by UMB’s ESG Committee, which is not a Board committee. The ESG Committee is chaired by our Chief Administrative Officer and is comprised of senior officers of UMB or its subsidiaries. The ESG Committee supports the Governance Committee and the Board in establishing strategy, policies and practices, and public disclosures related to environmental, health and safety, corporate social responsibility, corporate governance and sustainability. The ESG Committee provides regular reports to the Governance Committee on ESG activities and risks.

Attendance at Board Meetings, Committee Meetings, and Annual Meetings of Shareholders

Our Board met four times in 2021, and the independent directors met in executive session chaired by the Lead Director four times. In addition, during the year, the Audit Committee met five times, the Compensation Committee met six times and acted twice by unanimous written consent, the Governance Committee met four times, and the Risk Committee met four times.

Each director attended at least 75% of the meetings of our Board and the Committees on which he or she served as a regular member during 2021.

We strongly encourage our directors to attend the annual meeting of shareholders in order to provide an opportunity for informal communication between directors and shareholders and to enhance the Board’s understanding of shareholder priorities and perspectives. All of our directors who were nominated to serve on the Board attended the 2021 annual meeting of the shareholders, which was held virtually.

Communications with the Board of Directors

If any shareholder wishes to communicate with the Board or individual directors, the communication must be in writing, addressed to the Board or the director, and delivered to the following address: UMB Financial Corporation, c/o the Corporate Secretary and the Chair of the Corporate Governance & Nominating Committee, 1010 Grand Boulevard, Kansas City, Missouri 64106. The Secretary will acknowledge the communication and will provide the Chair of the Board and the Chair of the Governance Committee with a copy or a summary. Any or no action may be taken in response to the communication as is judged to be necessary or appropriate and consistent with applicable law. Any director may review a log of all communications that have been received by the Secretary and addressed to the Board or individual directors and may obtain from the Secretary a copy of those communications. Any communication from a shareholder that expresses a concern about any accounting, financial reporting, or internal control matter will be promptly conveyed to the Chair of the Audit Committee and will be addressed consistent with the processes and procedures adopted by the Audit Committee.

Transactions with Related Persons

Statement of Policy and Process

We have adopted a written Statement of Policy and Process (the “Statement of Policy and Process”) that requires the Audit Committee to review and to approve or ratify any related person transaction, other than one involving compensation that is reviewed and addressed by the Compensation Committee.

A “related person transaction” under the Statement of Policy and Process is an existing or currently proposed transaction or series of similar transactions where (1) UMB or any of its subsidiaries was or will be a participant, (2) the amount involved exceeds $120,000, and (3) any related person had or will have a direct or indirect material interest. Related person transactions include any existing or currently proposed transaction or series of similar transactions for which disclosure under SEC rules is mandated. The term “related person” under SEC rules means, at the applicable time, (a) any director or executive officer of UMB, (b) any nominee to the Board, (c) any beneficial owner of more than 5% of UMB stock, and (d) any immediate family member (as defined by SEC rules) of any of those directors, executive officers, nominees, or beneficial owners. An indirect material interest can arise from a related person’s position or relationship with a firm, corporation, or other entity that engages in a transaction with UMB).

No review, approval, or ratification, however, is required under the Statement of Policy and Process for a transaction (i) where the rates or charges involved are determined by competitive bids, (ii) involving the rendering of services as a common or contract carrier or a public utility at rates or charges fixed in conformity with law or governmental authority, (iii) involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services, (iv) where the interest of the related person arises solely from the ownership of UMB stock and all holders of UMB stock receive the same benefit on a pro rata basis, or (v) involving indebtedness extended by any of UMB’s banking or broker-dealer subsidiaries if the extension of credit was made in the ordinary course of business, was made on substantially the same terms as those prevailing at the time for comparable transactions with unrelated persons, and did not involve more than the normal risk of collectability or present other unfavorable features.

Key personnel in businesses and operations of UMB or its subsidiaries that could possibly engage in related person transactions are responsible for monitoring and reporting to the General Counsel any existing or contemplated transaction that may be covered by the Statement of Policy and Process. The General Counsel will review this and other appropriate information, will inform the Audit Committee of any transaction that may require review, and will

provide the Audit Committee with the information necessary to conduct the review. If any transaction is executed without the Audit Committee’s prior approval and the Audit Committee decides not to ratify it, UMB’s management will be directed by the Audit Committee to rescind or terminate the transaction as promptly and on as favorable of terms as feasible.

No member of the Audit Committee or the Compensation Committee participates in any review or consideration of any related person transaction involving the member, the member’s immediate family, or a related entity.

Under the Statement of Policy and Process, when considering whether to approve or ratify a related-person transaction, the Audit Committee will consider (A) the terms of the transaction, (B) whether consummation of the transaction is consistent with the best interests of UMB and its shareholders, (C) the benefits likely to accrue to UMB, (D) the extent of the related person’s interest in the transaction, (E) whether the transaction presents a heightened risk of conflicts of interest, an improper valuation or the perception of such a conflict or improper valuation, (F) any impact that the transaction may have on a director’s independence, (G) the availability of comparable products or services from sources other than the related person, (H) whether the transaction is on terms no less favorable than those generally available to an unaffiliated third party under the same or similar circumstances or on terms comparable to those provided to UMB’s employees generally, and (I) whether UMB is obtaining products or services of a nature, quantity, or quality or on other terms that are not readily available from alternative sources.

Transactions Since January 1, 2021

In accordance with the Statement of Policy and Process, the Audit Committee has reviewed and approved the following transactions since January 1, 2021:

•

For more than 20 years, the Bank has leased from Pioneer Service Corporation (“Pioneer”) one or more commercial billboards in the Kansas City metropolitan area and has used these billboards exclusively for the Bank’s purposes. Approximately 93% of the stock of Pioneer is collectively owned by Alexander C. Kemper, J. Mariner Kemper, and members of their immediate families and related entities. Each of these named individuals also serves or served as an executive officer of Pioneer. In October 2021, the Audit Committee considered and approved a three-year renewal of the lease (2022-2024), with an associated annual rental payment of $126,810. UMB made payments of $126,810 to Pioneer during 2021. Lease payments for 2022 through 2024 are expected to be $126,810 per year. UMB may evaluate the arrangement to determine whether it will request extension of the lease beyond 2024. Any renewal of the lease will be approved by the Audit Committee.

The Audit Committee also has recognized that many of UMB’s related persons have engaged in credit or other banking transactions with one or more of UMB’s banking or broker-dealer subsidiaries in the ordinary course of each such subsidiary’s business. Each transaction was executed on substantially the same terms as those prevailing at the time for comparable transactions with unrelated persons and did not involve more than the normal risk of collectability or present other unfavorable features.

In addition, the Compensation Committee has reviewed and approved the compensation for Heather Miller, the sister of J. Mariner Kemper and Alexander C. Kemper. Ms. Miller is an Executive Vice President of Sales, Marketing and Communications for UMB. Ms. Miller’s compensation in 2021 totaled $513,632, which included (1) $229,329 in salary, (2) $156,594 under the 2021 Short-Term Program, and (3) grants under the 2021 Long-Term Program that were valued at $112,426 on the grant date. Ms. Miller’s base salary effective March 22, 2022, will be $239,850, and in 2022 she has been awarded: (a) a target award of $83,948 under the 2022 Short-Term Program and (b) awards under the Omnibus Plan in 2022 valued at $115,313 on the date the award was determined.

There has been no transaction since January 1, 2021, that is required to be reported under Item 404(a) but that did not require review and approval or ratification under the Statement of Policy and Process or for which the Statement of Policy and Process was not followed.

2021 DIRECTOR COMPENSATION

For their service on the Board during 2021, non-employee directors received an annual retainer of (1) $50,000 in cash and (2) fully vested UMB stock having, on the grant date, a value equal to $65,000 for our Lead Independent Director, and $60,000 for all other directors. No separate fee is paid for attendance at meetings of the Board. Directors who are also employees of UMB receive no separate compensation for serving on the Board. In addition, for 2021, the Lead Director received an annual retainer of $30,000 in cash and the Chairs of each of the Committees receive an annual cash retainer in the following amounts: Audit Committee—$24,000, Risk Committee—$18,000, Compensation Committee—$17,500, and Governance Committee—$13,000. The non-Chair members of the Audit Committee, the Compensation Committee, the Governance Committee, and the Risk Committee each received additional annual cash retainers of $10,000, $5,000, $4,000 and $5,000, respectively, all paid quarterly and in arrears.

The total compensation received by UMB’s non-employee directors for 2021 is reflected in the following table:



Name	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($) (2)	Total ($)

Robin C. Beery	77,530	59,970	137,500

Janine A. Davidson	59,051	29,949	89,000

Kevin C. Gallagher	66,530	59,970	126,500

Greg M. Graves	93,062	64,938	158,000

Alexander C. Kemper	54,030	59,970	114,000

Gordon E. Lansford III	79,030	59,970	139,000

Timothy R. Murphy	62,030	59,970	122,000

Tamara M. Peterman	56,030	59,970	116,000

Kris A. Robbins	78,030	59,970	138,000

L. Joshua Sosland	59,030	59,970	119,000

Paul Uhlmann III (3)	14,750	59,970	74,720

Leroy J. Williams, Jr.	60,030	59,970	120,000

(1)	These are the total fees earned during 2021, including an amount equal to the stub cash portion of the equity retainer for 2021 that was paid during 2022.

(2)

Amounts reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Information about the assumptions made in the valuation of equity awards is included in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 24, 2022, under the heading “Accounting for Stock-Based Compensation,” in Note 1, Summary of Significant Accounting Policies, and in Note 11, Employee Benefits. The amount includes only the equity retainer earned in 2020 and issued on January 29, 2021, and the partial equity retainer granted to Ms. Davidson.

(3)	Mr. Uhlmann was a director for a portion of 2021 but was not renominated for election at the 2021 Annual Meeting.

PROPOSAL #1—ELECTION OF DIRECTORS

Nomination Process

The Governance Committee is responsible for periodically reviewing and recommending to the Board the desired characteristics of directors and the optimal composition of the Board as a whole. We believe that diversity among our directors enriches Company decision-making and fosters robust, critical thinking.

The Governance Committee may consider existing directors for renomination and may use search firms or other resources to identify other potential director candidates. The Governance Committee also considers potential director candidates who are recommended by shareholders in compliance with applicable law and our Bylaws. Any recommendation by shareholders must include the potential director candidate’s name, biographical information, and qualifications and must be submitted in writing to the Corporate Governance & Nominating Committee, UMB Financial Corporation, Attention: Corporate Secretary, 1010 Grand Boulevard, Kansas City, Missouri 64106. The Governance Committee uses the same criteria to evaluate all potential director candidates regardless of how they have been identified.

In recommending and nominating director candidates, the Governance Committee and the Board consider the following to be minimum qualifications:

•

The candidate should be an individual of the highest character and integrity and should have an inquiring mind, vision, a willingness to ask hard questions, and the ability to work well with others.

•

The candidate should have a personal and professional reputation that is consistent with the image and reputation of UMB.

•

The candidate should be free of any relationship or conflict of interest that is inconsistent with applicable law or that would interfere with the proper exercise of the fiduciary duties of a director.

•

The candidate should be willing and able to devote sufficient time and attention to the affairs of UMB and to diligently fulfill the responsibilities of a director.

•

The candidate should have the capacity and desire to represent the balanced and best interests of the shareholders as a whole.

The Governance Committee and the Board also give weight to other factors that are expected to enhance the effectiveness of the Board and its Committees. Among these are diversity—including in terms of geographic region, professional or business experience, gender, race, ethnicity, national origin, and specialized education or expertise—and particular talents, relationships, or other qualities that are likely to contribute in a meaningful way to increasing the fundamental value of UMB and creating long-term value for shareholders. Our Governance Guidelines require that all director searches include candidates who are either gender or racially diverse. Additionally, the Governance Committee and the Board consider the evolving needs of UMB based on its strategic direction, business segments, growth objectives, risk appetites, geographic footprint, and tradition of providing the unparalleled customer experience.

The effectiveness of these processes and policies is assessed by the Governance Committee in connection with its periodic evaluation of the Board’s and each Committee’s performance as contemplated by the Governance Guidelines.

Nominations

The Governance Committee is dedicated to assembling a Board that excels in fulfilling these responsibilities, exercises independent leadership and oversight of management, and operates in a cohesive and effective manner. In identifying and recommending director candidates, the Governance Committee remains mindful of the evolving needs of UMB based on its strategic direction, business segments, growth objectives, risk appetites, geographic footprint, and tradition of providing the unparalleled customer experience.

The Governance Committee has recommended, and the Board has nominated, the slate of 12 director nominees identified below for election to the Board for terms ending at the 2023 annual meeting of shareholders, or until a director’s earlier death, resignation or removal. All of the nominees currently serve as directors and have been nominated for re-election based on their qualifications and performance throughout 2021. The Governance Committee believes that each existing director brings applicable talents, relationships, professional or business experience, specialized education or expertise, and other qualities to UMB and these directors meaningfully contribute to increasing the fundamental value of UMB and creating long-term value for shareholders.

Each of the nominees has agreed to be nominated and, if elected, to serve as a director. We do not anticipate that any nominee will become unavailable for election, but under our Bylaws, the shares represented by proxy and voting for any nominee who unexpectedly becomes unavailable prior to the election will be voted instead for a substitute candidate nominated by the Board. We are not aware of any arrangements or understandings between the nominees and any other person pursuant to which such persons were selected as a director or nominee.



Name	Age		Positions or Offices with UMB	Director Since

Robin C. Beery		54	Director	2015

Janine A. Davidson		55	Director	2020

Kevin C. Gallagher		53	Director	2007

Greg M. Graves		64	Director	2003

Alexander C. Kemper		56	Director	1992

J. Mariner Kemper		49	Chairman, President, CEO, and Director	2004

Gordon E. Lansford III		51	Director	2017

Timothy R. Murphy		66	Director	2016

Tamara M. Peterman		63	Director	2019

Kris A. Robbins		63	Director	2000

L. Joshua Sosland		61	Director	1998

Leroy J. Williams, Jr.		57	Director	2016

Skills Matrix

Our Board continually identifies key qualifications, attributes, skills and experiences that are important to be represented on the Board as a whole, particularly given UMB’s current needs and priorities, and future planning. The following tables summarize certain of these key qualifications, attributes, skills and experiences, and identify director candidates possessing the same.



Experience, Expertise or Attribute		Importance

Executive Leadership (“Leadership”)		UMB believes that those who have held significant executive leadership roles bring a unique perspective to board service. Generally, these individuals possess a plethora of important leadership qualities, including strategic planning skills, practical application of risk analysis, the ability to problem solve in even the most difficult of circumstances, and the ability to make highly impactful, definitive decisions.

Finance/Financial Services and Banking (“Finance”)		As a publicly traded, highly regulated bank holding company with bank and non-bank subsidiaries, an understanding of finance, the financial services industry and banking is an important component of our Board.

Corporate Governance (“CG”)		The rules, responsibilities and obligations governing UMB, and its subsidiaries, create a framework from within which UMB operates and executes its strategic mission. As such, they create an important backdrop to every board discussion, decision and plan.

Regulatory (“Reg”)		Given the highly regulated areas in which UMB operates, and given the impact of applicable regulations on the ability to plan and execute on large strategic initiatives, regulatory experience on the Board is valuable.

Technology and Information Security (“IT/IS”)		UMB believes that technology and information security are two of the largest areas of risk that most companies, and particularly banks, face in today’s world. Changes in one or both areas in a company can significantly impact not only day-to-day operations, but also strategic planning, the customer experience and UMB’s reputation in the marketplace. UMB, like many companies, places heavy emphasis on technology and information security experience.

Risk Management (“Risk”)		Risk management plays an integral role in all facets of UMB’s decision-making and strategic planning. Failure to appropriately identify, anticipate or plan for, and respond to, material risks could have a meaningful, detrimental impact to UMB. Accordingly, directors with practical risk management experience are particularly important to UMB.

Mergers and Acquisitions (“M&A”)		UMB is continuously evaluating its business strategies, which includes the best and smartest paths towards growth, new products and longevity. Board members with experience in mergers and acquisitions can help UMB formulate, plan for, and execute upon, its long-term strategic goals.

Business Operations/Strategic Planning (“BO/SP”)		The practical, solutions-oriented experience that comes with business operations and the planning, implementation and maintenance of strategic activities provides a valuable backdrop for the performance of Board activities. Accordingly, UMB seeks and values directors with experience in a variety of business operations and strategic planning.

Diversity (“Div”)		UMB recognizes that board diversity, including of gender, race, ethnicity, experience, background, and thought creates a more balanced, inclusive, and better prepared decision-making body.

Experience,

Expertise or Attribute

Leadership

Finance

Reg

IT/IS

Risk

M&A

BO/SP

Div

Robin C. Beery

●

Janine A. Davidson

●

Kevin C. Gallagher

●

Greg M. Graves

●

Alexander C. Kemper

●

J. Mariner Kemper

●

Gordon E. Lansford III

●

Timothy R. Murphy

●

Tamara M. Peterman

●

Kris A. Robbins

●

L. Joshua Sosland

●

Leroy J. Williams

●

The Importance of Board Diversity and Transparency

UMB believes that diversity plays an important role in a well-functioning Board, and in addition to complying with NASDAQ’s diversity requirements, we continue to evaluate diversity as an important factor in any director candidate. Following is information about our directors’ self-identified gender and race and self-identification as LGBTQ+.



Board Diversity Matrix (as of December 31, 2021)
Total Number of Directors		12

	Female		Male		Non-Binary	Did Not Disclose Gender

Part I: Gender Identity
Directors		3		9	0	0

Part II: Demographic Background

African American or Black		0		1	0	0

Alaskan Native or Native American		0		0	0	0

Asian		0		0	0	0

Hispanic or Latinx		0		0	0	0

Native Hawaiian or Pacific Islander		0		0	0	0

White		3		8	0	0

Two or More Races or Ethnicities		0		0	0	0

LGBTQ+		0

Did Not Disclose Demographic Background		0

Robin C. Beery

LOGO

Ms. Beery has 30 years of experience in financial services and asset management, with strong knowledge of traditional and alternative investment products and specialized expertise in B2B and B2C distribution, brand strategy & reputation management and product marketing & packaging. Ms. Beery served as Executive Vice President, Head of US Distribution, for Janus Capital Group (now Janus Henderson Investors) a publicly traded asset-management company, from September 2009 until her retirement from Janus in August 2014. She also served as CEO and President of the Janus Mutual Funds business during that period and was a member of the Janus Executive Committee from 2003 to 2014. In her capacity leading US Distribution, Ms. Beery had oversight of sales, client service, product, marketing, and corporate communications. From April 2003 to September 2009, she served as Executive Vice President, Chief Marketing Officer for Janus Capital Group, and was the President of the Janus Foundation from 2000 to 2014, overseeing the firm’s philanthropic endeavors and community relations.

Ms. Beery has served as an independent fund board trustee for the Hartford Multi-Factor Exchange-Traded Funds (formerly branded Lattice Strategies) since December 2014, the Hartford Exchange-Traded Funds since December 2016, and the Hartford Mutual Funds since May of 2017, and is a member of the Investment Committee and Chair of the Nominating and Governance Committee. Ms. Beery also serves as a senior business leader at ArrowMark Partners, an investment management boutique with specialized expertise in private and alternative credit and small cap equity strategies, since March 2015.

Janine A. Davidson

LOGO

Janine A. Davidson, PhD, has served as president of the Metropolitan State University of Denver, Colorado’s third largest public university and only access-oriented University in the state, since July of 2017. As president, she is responsible for the University’s strategic direction, financial well-being and daily operations, serving nearly 20,000 graduate and undergraduate students. From March 2016 through January 2017, she served as the 32^nd undersecretary of the United States Navy. In that role, Dr. Davidson was responsible for much of the operational and budgetary considerations for the United States Department of the Navy and Marine Corps, including prioritization of research, development and procurement, readiness, modernization and the health and well-being of military and civilian personnel and families. Dr. Davidson’s prior professional experience includes: Senior Fellow, Defense Policy at the Council on Foreign Relations from January 2014 through March 2016, Adjunct Professor at Georgetown University from January 2015 through May 2015, Assistant Professor at George Mason University from August 2012 to January of 2014, and various civilian policy positions in the Department of Defense from April 2009 through March 2012. Dr. Davidson began her career as an Air Force officer, global cargo pilot, and aviation and aerobatics flight instructor with the U.S. Air Force Academy. Dr. Davidson brings to the Board over 30 years of academic, civilian and military service, with expertise in the areas of organizational leadership, higher education, defense and public policy. She is a fellow in the National Academy of Public Administration and a life member of the Council on Foreign Relations.

Kevin C. Gallagher

LOGO

Mr. Gallagher is currently Chairman of Gallagher Industries, LLC, a private holding company of lower middle-market industrial companies, a position he has held since 2005. He has entrepreneurial experience and marketing experience gained from serving as chief executive officer of a large complex diversified operation with companies in both the manufacturing and service industries. He also brings to the Board community-relations experience and experience in investments, mergers, and acquisitions.

Greg M. Graves

LOGO

Mr. Graves previously served as Chairman and Chief Executive Officer of Burns & McDonnell, a consulting engineering company headquartered in Kansas City, Missouri, with offices and operations throughout the United States, until his retirement in December 2016. Prior to being named Chairman, he served as the President and Chief Executive Officer from October 2003 until December 2008; from January 2003 through October 2003, he served as the President and Chief Operating Officer. He served as General Manager of that company’s Energy Division from November 1997 through June 2001 and as President of its Energy Group from July 2001 through December 2002. Mr. Graves’s experience as chief executive officer of a large engineering company, with multiple offices and projects located throughout the United States and abroad, gives him leadership skills and growth management skills. He also has human-resources experience gained through his management of a large number of professionals and managers.

Alexander C. Kemper

LOGO

Mr. Kemper, a brother of J. Mariner Kemper, is the Chairman of the Collectors Fund, a private-equity fund focused on alternative asset classes. He is also the founder, Chairman and Chief Executive Officer of C2FO, a leading provider of payment-optimization technology and cash-flow solutions for corporations. Prior to founding the Collectors Fund and C2FO, Mr. Kemper founded and served as the Chairman and Chief Executive Officer from March 2000 to mid-2006 of Perfect Commerce, Inc. (formerly eScout LLC), a provider of supplier relationship-management technology. Mr. Kemper is a board member of Sipvine. Prior to March 2000, he served as the President of UMB from 1995, as the Chief Executive Officer of UMB from July 1999, as the Chief Executive Officer of the Bank from January 1996, and as the Chairman and Chief Executive Officer of the Bank from January 1997. Mr. Kemper also serves as a director, the chairman of the compensation committee, and a member of the audit committee and the governance committee for NIC Inc. (NASDAQ: EGOV). In 2008, Mr. Kemper became a director of the BATS Exchange and served on its executive committee, regulatory oversight committee, and compensation committee. Since 2016, Mr. Kemper also served as the chairman of the BATS compensation committee. After BATS was acquired by the Chicago Board Operations Exchange, he continued to serve in the foregoing capacities until his retirement from the board in December 2018. In addition, in October of 2018, Mr. Kemper became a director of Dwolla, Inc., an e-commerce company that provides payment system services. Because of Mr. Kemper’s prior experience as the Chief Executive Officer of UMB and as chief executive officer and founder of multiple start-up companies, he brings entrepreneurial experience in managing growth, marketing skills, operations and investment experience, and information-technology skills and experience to the Board.

J. Mariner Kemper

LOGO

Mr. Kemper, a brother of Alexander C. Kemper, has served as the Chairman and Chief Executive Officer of UMB since May 2004 and as the President of UMB since November 2015. He was the Chairman and Chief Executive Officer of the Bank between December 2012 and January 2014, the Chairman of UMB Bank Colorado, n.a. (a prior subsidiary of UMB) between 2000 and 2012, and the President of UMB Bank Colorado, n.a. from 1997 to 2000. As the Chairman and Chief Executive Officer of UMB for the past nearly 18 years, Mr. Kemper brings to the Board skills in leadership, consensus building, and the implementation of UMB’s key strategies. He has detailed knowledge of UMB’s key business and operational strategies and branding and possesses operations experience and knowledge of every aspect of UMB’s business. He also has specialized knowledge of the investments, banking, and financial-services industries as well as extensive community-relations experience, with involvement in civic and business organizations in Kansas City and Colorado.

Gordon E. Lansford III

LOGO

Mr. Lansford has served as President and Chief Executive Officer of JE Dunn Construction Company, a national commercial contractor headquartered in Kansas City, Missouri, since January 2014. Prior to being named as President and CEO, he served as Chief Financial Officer from 1998 to December 2013, and before then, he served as the Director of Internal Audit. Prior to his employment with JE Dunn, Mr. Lansford was employed by KPMG LLP as a Certified Public Accountant. Mr. Lansford was previously a member of the board of directors for the Bank until January 2016, when that board’s membership was consolidated with that of the Company’s. Mr. Lansford has relevant experience overseeing operations, finance, legal, risk management, investments, human resources and information technology.

Timothy R. Murphy

LOGO

Mr. Murphy has been the Executive Chairman of Murphy-Hoffman Company (“MHC”) since January 2017, holding responsibilities associated with company oversight and strategic growth initiatives. Prior to this time, and beginning in 1989, Mr. Murphy served as the Chief Executive Officer. MHC is a large, privately-owned heavy and medium duty truck dealer in North America. In addition, Mr. Murphy has served on numerous supplier councils to the trucking industry, including two terms as Chairman of the North American Kenworth Dealer Council. Mr. Murphy brings significant organizational, business expertise, including specialized knowledge of UMB, having served as a board member for the Bank from 1999 through January 2016.

Tamara M. Peterman

LOGO

Tamara (Tammy) M. Peterman, MS, RN, FAAN, was appointed as Executive Vice President, Chief Operating Officer and Chief Nursing Officer of the University of Kansas Health System in July 2007. In July 2018, Ms. Peterman assumed the additional role of President, Kansas City Division. In her roles with the University of Kansas Health System, Ms. Peterman oversees the operations of all health system locations within the Kansas City metropolitan area, assuring key operational goals related to quality, service, people, growth and financial stability are achieved. In collaboration with others on the senior executive team, Ms. Peterman also provides strategic operational oversight and specific strategic guidance for nursing services and day-to-day operations across all locations of the health system. Ms. Peterman has relevant experience overseeing operations, financial performance, regulatory, and risk management. She also provides specialized industry knowledge related to healthcare.

Kris A. Robbins

LOGO

Mr. Robbins was previously employed by Security Benefit Corporation (“Security Benefit”) and its companies from 1997 until his retirement in February 2010, serving as its Chief Executive Officer for over 10 years, and as Chairman and CEO for 6 years. During his tenure, Security Benefit managed over $40 billion in assets and provided annuities, mutual funds, exchange-traded funds, retirement plans, and business-processing services throughout the United States. Following his retirement from Security Benefit, Mr. Robbins co-founded and is currently the Chief Executive Officer of Clearleaf Finance, a short duration, specialty asset investor involved in liens, asset-based finance and factoring, and President of its servicing arm, Purestone Loan Services. He also provides private-equity, angel-investment, and advisory services through KARobbins LLC. Mr. Robbins once served on the board and chaired the audit committee of Compliance Assurance Corporation (PA) until its sale in November 2012 to Stone River Risk and Compliance. Mr. Robbins also served on the board and audit committee of Key Health from April 2011 through 2015. Mr. Robbins brings to the Board financial literacy skills, developed in over 30 years of professional experience and education in accounting and financial management. In addition, he has significant experience and knowledge relating to operations, investments, risk and capital management, gained from his leadership of large, highly regulated financial-services business that had significant growth and changes in products (including public company experience). Mr. Robbins provides specialized industry knowledge in key areas of investments, risk management, and insurance as well.

L. Joshua Sosland

LOGO

Mr. Sosland has served as the President of Sosland Publishing Co., Kansas City, Missouri, since July 2015 and Vice President of Sosland Companies, Inc., Kansas City, Missouri, since 1993. Established in 1922, the Sosland Companies are primarily engaged in trade publications for the baking, flour-milling, and food-processing industries. Mr. Sosland has also served as editor of Milling & Baking News since 2000 and editor or editor-in-chief of Food Business News since 2004. Mr. Sosland contributes significant investment experience and expertise, as well as board and governance expertise, with more than 20 years of service on our Board and several years of service on the trust policy committee of the Bank. The economic analytical skills developed from his formal education, as well as his publishing experience covering and analyzing the food-processing industry, enable him to provide valuable analyses of investment and acquisition activities. Through his many years of service on and prior leadership of the Board’s compensation committee, Mr. Sosland also has detailed knowledge of the development and implementation of UMB’s executive incentive-compensation plans.

Leroy J. Williams, Jr.

LOGO

Mr. Williams is the founder and Chief Executive Officer of CyberTekIQ, LLC, a consulting firm which partners with clients to maximize business performance through smart technology investments and the deployment of information security best practices, a position he has held since October 2016. He previously served as the Global Chief Information Officer of Ball Corporation (NYSE: BLL) from May 2005 until July 2016. Mr. Williams brings to the Board over 25 years of experience in managing technology innovation that is designed to maximize business returns across multiple industries, including in the manufacturing, public-sector, telecommunications, and financial-services industries. Mr. Williams also brings to the Board valuable expertise in the areas of cybersecurity and enterprise risk management and experience in managing large, complex transformational efforts on a global scale.

The Board recommends that shareholders vote FOR the election of each of the 12 nominees to our Board.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

UMB’s executive compensation program is designed to attract, retain, motivate and reward leaders that promote the long-term success of the Company. Our Compensation Committee is responsible for oversight of the compensation program for all Executive Officers. This Compensation Discussion and Analysis describes the material elements of the compensation program for our “Named Executive Officers” or “NEOs” which includes the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”), and our three other most highly compensated Executive Officers as of December 31, 2021.



Our Named Executive Officers for 2021 were:

J. Mariner Kemper		Chairman, President and CEO

Ram Shankar		CFO

James D. Rine		Vice Chairman; President and CEO of UMB Bank, n.a.

James Cornelius		President of Institutional Banking of UMB Bank, n.a.

Shannon A. Johnson		Chief Administrative Officer

This Compensation Discussion and Analysis also describes relevant actions involving the compensation of the NEOs since the end of 2021 until the date of this proxy statement.

Executive Summary

2021 Business Highlights

While 2021 brought continued challenges from the pandemic, as well as heightened geopolitical concerns, UMB performance was strong. We consistently worked to meet customer needs, and posted solid operating results, strong balance sheet growth, steady asset quality and momentum in our fee businesses. Highlights for 2021 include:

•

Earnings Growth. UMB delivered net income of $353.0 million or $7.24 per common share (fully diluted), an increase of 23.2% over 2020;

•

Loan Growth. In 2021, average loan balances, excluding Paycheck Protection Program loans, increased 12.3% compared to 2020;

•

Deposit Growth. Average deposit balances increased 24.8% in 2021, including 43.5% growth in demand deposit accounts.

•

Credit Quality. Our credit quality remained solid with net charge-offs of 0.27% of average loans; and

•

Total Asset Growth. Our total assets at year-end 2021 were $42.7 billion, exceeding the $40 billion mark for the first time in our history. UMB assets increased 28.9% in 2021, compared to a peer median increase of 7.7%.

Objectives of Our Compensation Program

Our Compensation Committee has established the following goals and objectives for structuring UMB’s executive compensation program and in making individual compensation decisions:

•

Compensation should reward superior performance. Our compensation program should motivate our Executive Officers to perform consistently at high levels. The performance standards used in our short-term and long-term incentive programs should be challenging, but fair, to the Executive Officers.

•

Incentive compensation should reward consistent and sustained performance over the long term. A substantial amount of compensation should vest over multi-year performance periods that are designed to align the interests of the Executive Officers and shareholders. We believe this focus on longer performance periods also helps promote retention and business continuity amongst the Executive Officers.

•

Incentive compensation should emphasize forward-looking performance. A substantial amount of compensation for Executive Officers should be equity-based compensation. We believe equity compensation aligns management and shareholder interests and promotes increased shareholder value.

•

Compensation levels should be competitive to ensure we attract and retain a highly qualified management team to lead and grow the Company. We rely on an experienced and highly talented management team to lead the Company. To promote continued growth and success, we also must develop a strong bench of executives who are ready to meet the needs of the future. To do this, our compensation program must be competitive with our peer group and the industry, allowing us to attract and retain talent that is capable of meeting current and future needs.

•

Incentive compensation should avoid excessive or disproportionate risks. Our incentive compensation practices are designed to appropriately balance risk and reward and to avoid excessive or disproportionate risks.

•

Incentive compensation should encourage stewardship of UMB as a whole. Our Executive Officers are encouraged to focus on the Company performance as a whole as well as their individual business or functional lines. To this end, our incentive compensation includes both company-wide and individual goals, promoting an “us” mentality when it comes to performance.

•

Compensation opportunities should take into account individual incentives and circumstances. Our Executive Officers have various levels of performance, leadership, expertise, responsibilities, and experience. Our compensation program seeks to be flexible enough to recognize these differences and reward those Executive Officers who perform at higher levels.

•

Compensation opportunities should focus on qualitative standards in addition to metrics. While the vast majority of our compensation is tied to quantitative metrics, the Compensation Committee considers factors such as the execution of strategic business priorities in addition to the numbers when making compensation decisions.

Compensation Best Practices

What We Do

What We Don’t Do

We Pay for Performance: The majority of our executive compensation is variable and is closely tied to both individual performance and the financial performance of the Company.

No Hedging or Short Selling: Our NEOs are prohibited from engaging in short selling or hedging activities.

We have Strong Stock Ownership Guidelines: Our CEO is required to hold Company common stock with a value equal to six times base salary and our other NEOs must hold Company common stock equal to three times base salary.

No Stock Option Repricing: Our long-term incentive compensation plan prohibits repricing of stock options without shareholder approval.

We Have a Robust Claw Back Policy: We have the ability to claw back any cash or equity compensation payments that were predicated on achieving certain financial results in the event of a material negative restatement of financial results.

No Employment Agreements: We generally do not enter into long-term employment contracts with our Executive Officers.

We Perform an Annual Assessment of Incentive Compensation Risk: The Compensation Committee reviews our incentive compensation programs annually to ensure that the programs strike an appropriate balance between risk and reward.

No Excessive Perquisites: We offer our NEOs modest perquisites which accounted for a minimal amount of each NEO’s compensation during 2021.

Components of Executive Compensation

During 2021, our compensation program consisted of four fundamental components: (1) base salary, (2) short-term cash incentive compensation, (3) long-term incentive compensation, and (4) other benefits and perquisites, as follows.



Compensation Component	Component Elements	Purpose

Base Salary	• Bi-weekly cash payments	• To attract and retain NEOs • To provide a fixed base annual compensation that is market-competitive with other similarly situated financial institutions

Short-Term Cash Incentive Compensation	• Annual cash awards based on the achievement of annual performance goals and the profitability of the Company or business unit	• To motivate the NEOs to exceed annual performance goals that are aligned to our business strategy

Long-Term Incentive Compensation	• Service-based restricted share units • Performance-based restricted share units	• To promote retention and align the interests of NEOs with the interests of the shareholders by encouraging forward-looking balanced risk-taking, increasing the value for shareholders over the long-term

Other Benefits and Perquisites	• Tax preparation assistance • Relocation allowances • Auto allowance • Country club memberships	• Perquisites are used in limited instances with supportive business rationale, to attract and retain talent

The actual mix of these components varies for each NEO and is dependent on the Compensation Committee’s evaluation of individual performance, strategic value, leadership, responsibilities, competency, experience, and expected future contributions. The Compensation Committee, however, believes that the majority of each NEO’s compensation should be contingent on performance or paid out over time (“at risk”). The following charts illustrate the allocation of direct target compensation for 2021 for our CEO and the annual average allocation of direct target compensation for 2021 for all our NEOs.

LOGO

The Role of the Compensation Committee

Each year our Compensation Committee reviews and approves the Executive Compensation Principles of the Company. The Compensation Committee has exclusive authority to determine the compensation of the Company’s CEO and approves the compensation of the other Executive Officers. The Compensation Committee also approves the compensation of all directors. In determining the compensation of our NEOs, the Compensation Committee considers information provided by the Compensation Committee’s external compensation consultant and UMB’s management team, as well as information obtained from publicly available information about the companies in our peer group.

The Role of Executive Officers in the Compensation Decisions

Mr. Kemper, as CEO of the Company, Mr. Rine, as CEO of the Bank, Ms. Johnson, as Chief Administrative Officer, and Mr. Shankar, as Chief Financial Officer with the assistance of our Human Resources Department, review the performance of the other Executive Officers who report directly to each of them and offer recommendations to the Compensation Committee on the amount and mix of their compensation. These Executive Officers do not participate in the Compensation Committee’s review or determination of their individual performance and compensation.

The Role of the Compensation Consultant

Our Compensation Committee engaged Aon’s Human Capital Solutions practice, a division of Aon (“Aon”), otherwise known as McLagan as its executive compensation consultant during 2021. In this capacity, Aon advised the Compensation Committee on the structure and design of our executive compensation program, including the amount and mix of compensation for 2021 and 2022, on the Company’s comparative peer group, on regulatory updates, and director compensation. While Aon reports to the Compensation Committee, it also works with the Company’s Human Resources department and senior management to facilitate Compensation Committee work. Representatives of Aon attended, in person or by telephone, all the meetings of the Compensation Committee in 2021 and thus far in 2022.

The Compensation Committee considered factors relevant to Aon’s independence under SEC and NASDAQ rules and has determined that Aon is independent under these factors.

Use of Competitive Data

In order to make market-informed decisions on compensation, the Compensation Committee relied on peer group compensation information provided by Aon. Aon provided the Compensation Committee with comparative analyses based on (1) proxy data from UMB’s identified peer group and (2) industry data from Aon’s proprietary surveys. Our peer group was selected on the basis of asset size, mix of business, annual revenue, market capitalization, employees, and other factors judged by the Compensation Committee to be relevant. The peer group approved and used by the Compensation Committee during 2021 included 15 companies:


Associated Banc-Corp		Old National Bancorp
BancorpSouth, Inc.		Prosperity Bancshares, Inc.
BOK Financial Corporation		TCF Financial Corporation
Commerce Bancshares, Inc.		Trustmark Corporation
Cullen/Frost Bankers, Inc.		Umpqua, Holdings Corporation
First Midwest Bancorp		Valley National Bancorp
Fulton Financial Corporation		Webster Financial Corporation
Hancock Whitney Corporation

TCF Financial Corporation was excluded from certain analyses using peer group information following its acquisition by Huntington Bank.

Executive Compensation for 2021

General Considerations for 2021

Annual compensation decisions for NEOs are primarily made in February after our Board has held its first regular meeting of the year and earnings and other financial results for the prior year have been announced. The Compensation Committee weighed a number of general considerations in setting the compensation for each NEO in 2021, including evaluating the job-based factors to determine if the Company’s value of the role differs from the competitive labor market, reviewing the incumbent performance value and evaluating each NEO’s performance in his or her respective role, to come to a final compensation decision for each executive.

Base Salary

Base salary provides the NEOs with a market-competitive baseline of cash compensation, generally in the form of fixed bi-weekly payments. The Compensation Committee established the salaries of our NEOs in 2021 by (1) using peer-group or industry data to identify comparative medians and quartiles and (2) adjusting off the median and quartiles to reflect each NEO’s individual performance, strategic value, leadership, responsibilities, competencies, and experience.

Annual base salary adjustments for the NEOs, if any, are generally decided by the Compensation Committee at its meeting in February for implementation in late March. For each NEO other than Mr. Kemper, the Compensation Committee considers the industry market data and the recommendation of the NEO’s manager when adjusting base salary. The Compensation Committee retains full discretion to set the base salary for Mr. Kemper.

Base Salary 2021



Name	2020 Base Salary		2021 Base Salary		Percentage Increase

J. Mariner Kemper	$	905,216	$	950,000	4.9%

Ram Shankar	$	391,000	$	391,000	0.0%

James D. Rine	$	535,000	$	556,500	4.0%

James Cornelius	$	397,500	$	407,500	2.5%

Shannon A. Johnson	$	365,000	$	375,000	2.7%

Short-Term Cash Incentive Compensation

Short-Term Cash Incentive—Plan Overview

Short-term incentive compensation generally takes the form of an annual cash bonus and is used to reward superior performance primarily over the short term through the Short-Term Incentive Compensation Plan (as adopted by the Board, the “Short-Term Incentive Plan” or “STIP”). Short-term incentive compensation awards are designed to motivate the NEOs to achieve, and exceed, Company-wide goals and their individual annual performance goals, and to otherwise support the Company’s key strategic initiatives. The Compensation Committee believes that these short-term incentive compensation goals and awards are drivers of valuation and align with the Company’s strategy. They also align the NEO’s financial interest with the interest of the Company, because the awards are tied to the NEO’s performance against established goals and are funded based on the performance of the Company and/or a business line.

In February 2021, the Compensation Committee approved the use of two different performance metrics to determine the STIP pool: the Company’s core pre-provision net revenue (“Core PPNR”) and the Company’s net charge-offs divided by average loans (“NCOs”). The Compensation Committee determined that these performance metrics would appropriately allow for formulaic measurement of the Company’s operational performance against the Company’s annual budget. The Compensation Committee also considered that these two performance metrics would equitably isolate measurement of the Company’s actual performance from the impact of macro dynamic factors such as changes to, or the adoption of, accounting standards and regulations which may impact financial performance but do not reflect actual operational performance. The 2021 annual short-term incentive compensation program (the “2021 STIP”), established a target short-term award pool million that was weighted 80% to Core PPNR achievements and weighted 20% to NCO achievements. The target amounts for Core PPNR and NCOs were established using the Company’s projected budget for 2021 and excluded certain origination income from the Paycheck Protection Program, mark-to-market adjustments to equity holdings and planned charitable contributions.

The Compensation Committee has exclusive authority to determine the Core PPNR by taking the Company’s financial results under generally accepted accounting principles and adjusting the results for gains, losses and circumstances that the Compensation Committee deems to be fair and appropriate such as (1) a gain or loss for the sale of non-earning assets; (2) a gain or loss on the sale or discontinuance of a business, product or service; (3) a gain or loss on branch closings; (4) expenses associated with the acquisition of a business; (5) severance costs; (6) litigation reserves; and (7) other large, non-recurring items unrelated to core results (such as mark-to-market adjustments on certain equity holdings and origination income received in connection with loans made under the SBA Paycheck Protection Program). Once the Core PPNR and NCOs are determined, the actual bonus pool is proportionally

adjusted, either increased or decreased, based on the following chart with interpolation of the pool amounts falling between the levels set:



Measure	Actual Performance as a Percentage of Financial Target	Actual Result (in millions)	STIP Bonus Pool Funding as a % of the Target Bonus Pool

Core PPNR—80% Weight	Less than 80%	>$278.7		0	%

	80%	$278.7		33.33	%

	100%	$348.4		100	%

	120% or Greater	$418.1		200	%

NCOs—20% Weight	Less than 80%	>0.36%		0	%

	80%	0.36%		33.33	%

	100%	0.30%		100	%

	120% or Greater	0.24%		200	%

The Compensation Committee also employed a discretionary plan governor to the 2021 Program in which the Compensation Committee would make a reduction in the short-term award pool if, for 2021, the Company’s operating leverage fell below -1.0%, and it would make an increase to the short-term award pool if the Company’s operating leverage exceeded 1.0%.

Corporate Financial Performance

UMB’s 2021 results compared to the 2021 STIP are set forth in the table below:



2021 STIP—CORPORATE FINANCIAL PERFORMANCE

Financial Metric	Threshold		Target		Maximum		Actual		Score			Payout Percentage			Weight			Weighted Percentage

Core PPNR	$	278.7	$	348.4	$	418.08	$	438.1		125.7	%		200	%		80	%		160	%

NCOs		0.36%		0.30%		0.24%		0.27%		111.1	%		155.5	%		20	%		31.1	%

Funding Percentage (based on the funding calculation)																			191.1	%

The Compensation Committee also determined that the Company’s operating leverage was 5.8% for 2021 which necessitated an additional positive discretionary adjustment to the 2021 short-term bonus pool. The Compensation Committee decided to make a 2.9% positive discretionary adjustment to increase the final bonus pool to 194% of target.

STIP DISCRETIONARY ADJUSTMENT

Leverage Target

Actual Leverage

Adjustment Indicator

Adjustment

Amount

-1% to 1%

5.8

Positive

2.9

Final Funding Percentage (with adjustment)

194.0

2021 Final Payment Determination

Each NEO’s individual target 2021 STIP award was established as a percentage of their base salary. In determining each NEO’s actual 2021 STIP award, the Compensation Committee considered the extent to which the NEO’s performance objectives were achieved and determined the level of payout from the target. The CEO’s performance and award were evaluated exclusively by the Compensation Committee while the performance and recommended awards for the other NEOs were evaluated by each NEO’s manager and approved by the Compensation Committee. The maximum individual award under the 2021 STIP is 200% of the individual target award.



Named Executive Officer		Performance Objectives and Results

J. Mariner Kemper		Objectives were tied directly to the performance of the Company due to his role and responsibility for the Company’s overall performance including financial results against budget, succession planning, diversifying revenue streams, increasing efficiency, individual leadership and strategic vision. The Compensation Committee specifically recognized Mr. Kemper’s leadership of the Company and the performance of the Executive Officers under his supervision. Because of these factors, Mr. Kemper’s STIP award was funded at 200% of target.

Ram Shankar		Objectives were tied to his (1) responsibility for planning, controlling, and directing UMB’s accounting and financial reporting systems, (2) ability to advise the CEO and other senior management regarding accounting and financial matters, and (3) management and advice on key, cross functional merger and acquisition deals. The Compensation Committee approved the recommendation for a STIP award equal to 125% of target for Mr. Shankar based on the level of performance and achievement of the objectives set forth.

James D. Rine		Objectives were tied to his (1) management and performance of the various lines of business under his control, (2) retention and development of direct reports, and (3) oversight and development and launch of the UMB Family Office offering. In making a recommendation of Mr. Rine’s STIP award, Mr. Kemper highlighted Mr. Rine’s leadership related to two major projects in the Commercial Banking Division and in the Private Wealth Division including the launch of the Family Office offering. The Compensation Committee approved the recommendation for a STIP award equal to 200% of target for Mr. Rine based on the level of performance and achievement of the objectives set forth.

James Cornelius		Objectives were tied to (1) expansion of product offerings and market share in targeted areas, (2) streamlining internal business processes due to increased volume, velocity, and complexity, and (3) execution of on the technology roadmap to improve efficiencies. The Compensation Committee approved the recommendation for a STIP award equal to 200% of target for Mr. Cornelius based on the level of performance and achievement of the objectives set forth.

Shannon A. Johnson		Objectives were tied to her (1) management and performance of the administrative functions for which she had oversight, (2) retention and development of direct reports, and (3) oversight and development of a new 3-year corporate strategy and the ESG Committee. The Compensation Committee approved the recommendation for a STIP award equal to 200% of target for Ms. Johnson based on the level of performance and achievement of the objectives set forth.

The final tabulations for the STIP awards are set forth below:



2021 STIP AWARDS

Name	Annual Target Award		Individual Performance Percentage (from Target)			Total Cash Incentive Award

J. Mariner Kemper		$997,500		200	%		$1,995,000

Ram Shankar		$234,600		125	%		$293,250

James D. Rine		$500,850		200	%		$1,001,700

James Cornelius		$305,625		200	%		$611,250

Shannon A. Johnson		$225,000		200	%		$450,000

Long-Term Incentive Compensation

Long-term Plan Incentive Compensation—Overview

UMB offers equity awards to the officers, employees and directors of the Company under the UMB Financial Corporation Omnibus Incentive Compensation Plan (the “Omnibus Plan”). The Omnibus Plan provides the Compensation Committee flexibility in the types of equity awards that may be utilized to link the financial rewards to the recipient with increases in Company shareholder value. The Omnibus Plan provides the following features that protect the shareholder interest:

•

Prohibition on liberal share recycling;

•

Fungible share pool;

•

Additional award limits for non-employee directors;

•

No automatic accelerations upon a change in control; and

•

Express prohibition on repricing or cashing out underwater options and stock appreciation rights.

Long-term incentive compensation in 2021 for the NEOs took the form of service-based restricted share units (“Service Units”) and performance-based restricted share units (“Performance Units”).



Long-Term Incentive Awards

Award Type	Vesting Period	Rationale	Award Mix

Service Units	Vests 50% after two years, 75% after three years, and 100% after four years	To promote retention of employees, including the NEOs	40%

Performance Units	Vests at the conclusion of the three-year performance period (2021-2023)	To align the interests of certain employees, including NEOs, with the interests of the shareholders by encouraging forward-looking balanced risk-taking, increasing the value for shareholders over the long term	60%

All equity awards are valued as of the grant date, using the fair market value of the underlying stock as represented by the closing price of the Company’s shares on the grant date. Grants of equity awards are generally approved in a manner that satisfies the exemption from Section 16(b) of the Exchange Act.

Performance Units: Our Compensation Committee established a performance standard for the Performance Units that is based 50% on the Company’s three-year cumulative core after-tax earnings per share (“3-year EPS”) and 50% on the Company’s average return on tangible common equity (“ROTCE”) over the three-year performance period. The Compensation Committee believes that the use of 3-year EPS aligns with shareholders to show UMB’s ability to grow profits over time and the use of ROTCE demonstrates UMB’s ability to efficiently allocate capital to generate profits. The 2021 performance thresholds for the 3-year EPS and ROTCE were established using the budget that was approved by the Board in January 2021. The 2022 and 2023 target amounts were determined by establishing EPS growth necessary to achieve a targeted compound average growth in tangible book value (“TBV”) by the end of the performance period. We do not disclose forward-looking goals for our multi-year incentive programs because the Company does not provide forward-looking guidance to our investors with respect to multi-year periods and further because the goals are considered competitively sensitive information. It has been our practice to disclose multi-year performance goals in full after the close of the applicable performance period.

The threshold level for both the 3-year EPS and the ROTCE is 80% of the target level. At the end of the performance period, achieving the target level for each performance metric would result in 100% of the Performance Units vesting; reaching the threshold level for each performance would result in 50% of the Performance Units vesting; and achieving or exceeding the optimum level of 130% of each performance target would result in the payout of 200% of the Performance Units vesting. If actual performance related to a metric falls above or below the target level, but above the threshold level, the percentage of Performance Units earned with respect to that metric would be interpolated on a linear sliding scale, not to exceed 200% funding for 130% of target performance. The weighted amounts earned with respect to each metric are then combined to determine the actual number of Performance Units earned. Failing to meet the threshold level would result in 0% of the Performance Units being earned.



2021 LONG-TERM PAYOUTS

	3-Year Actual Performance as a Percentage of the Payout Metric	2021 Long-Term Payout as a Percentage of the Payout

Below Threshold Payout	Less than 80%	0%

Threshold Payout	80%	50%

Target Payout	100%	100%

Maximum Payout	130% or Greater	200%

2021 Annual Long-Term Incentive Grant

In February 2021, the Compensation Committee approved annual equity awards to all the NEOs. The value of each award is expressed as a percentage of the NEO’s base salary at the time of the award. The value of the equity awards for each NEO are based on comparative peer-group or industry data and the NEO’s position, strategic value, leadership, responsibilities, competency, and experience. The awards for the CEO and each NEO were comprised of 40% Service Units and 60% Performance Units and are further detailed below.



2021 LTIP EQUITY AWARDS

Name	2021 LTIP Percentage (as a percentage of salary)			Value of Service- Based Award		Value of Performance- Based Award

J. Mariner Kemper		221	%		$800,000		$1,200,000

Ram Shankar		70	%		$109,480		$164,220

James D. Rine		125	%		$267,500		$401,250

James Cornelius		65	%		$103,350		$155,025

Shannon A. Johnson		70	%		$102,200		$153,300

Other Benefits and Perquisites

Each Executive Officer is offered standard benefits, including health insurance, disability insurance, life insurance, 401(k) plan matching contributions, and profit-sharing contributions, which are provided on the same terms to all of UMB’s associates who have met minimum service requirements, except to the extent that a benefit (such as disability insurance) is calculated as a percentage of salary. We regularly assess these benefits against those of our peer group to remain competitive.

The Compensation Committee generally approves limited perquisites when appropriate to attract or retain talent, when a particular benefit inures to UMB, or when the value to the Executive Officers or other officer is greater than UMB’s cash outlay. For example, club dues and fees are paid on behalf of certain executive officers and other designated officers who are charged with meaningful business generation responsibilities and who appreciate the administrative convenience associated with a corporate-paid membership. Similarly, affording a modest allowance to the executive officers and other senior officers for tax preparation and financial planning (1) enables UMB to ensure that no potential conflict of interest arises in a senior officer’s choice of such a professional, (2) can result in cost savings for such officers based on the number of officers using a common professional, and (3) is administratively convenient for the participating officers. See “Compensation Tables—2021 Summary Compensation” later in this proxy statement for detailed information about the perquisites provided to the Named Executive Officers.

Other Executive Compensation Policies and Practices

No Employment Agreements

The Compensation Committee generally disfavors executive employment agreements, and no NEO is a party to an employment agreement.

Ownership of UMB Stock

The Board believes that stock ownership guidelines for directors and senior officers are an important component of good corporate governance and operate to further align their interests with those of our shareholders. As a result, stock ownership guidelines have been incorporated into our Governance Guidelines and are evaluated on no less than an annual basis.

Based on our stock ownership guidelines, each director is expected, at a minimum, to own UMB stock with a market value equal to five times the annual non-employee equity retainer grant. Additionally, each of the Executive Officers is expected, at a minimum, to own shares or units of UMB stock with a market value equal to:

•

President and Chief Executive Officer—6 times base salary;

•

Named Executive Officers—3 times base salary; and

•

All other Executive Officers—2 times base salary.

Shares of UMB stock held through the Profit-Sharing Plan or the ESOP, unvested service-based restricted stock or service units and one-half of the unvested performance-based restricted stock or performance units are counted toward these minimums. Options, whether vested or unvested, do not count towards the calculations.

Each director or senior officer is expected to come into compliance with these stock-ownership guidelines within five years of being employed in or promoted to an applicable position.

No Hedging of UMB Stock

Our Governance Guidelines prohibit directors and executive officers from engaging in short-term speculative trading in UMB’s securities. Prohibited transactions include (1) a short sale (that is, a sale of borrowed securities by an investor who hopes to buy the securities later at a lower price and thus make a profit), (2) a short sale against the box (that is, a short sale of owned securities to lock in gains or prevent additional losses), (3) a put or call option (that is, a right to sell or buy securities at a specified price within a specified period of time), including a covered call, and (4) a hedge or any other type of derivative or speculative arrangement that has a similar economic effect without the full risk or benefit of ownership. Our non-executive officer employees are not subject to the Governance Guidelines.

The Board believes that this prohibition further aligns the interests of directors and executive officers with those of shareholders, facilitates compliance with insider-trading and other applicable laws, and aids in preventing directors and executive officers from subjecting themselves to an actual or potential conflict of interest with UMB or creating the appearance of such a conflict.

Claw Back of Compensation

UMB has a claw back policy (the “Claw Back Policy”) pursuant to which it may recover cash- or equity-based incentive compensation that was awarded on the basis of incorrect or incomplete measurements of performance or illegal, dishonest, fraudulent, or intentional misconduct.

The Compensation Committee is charged with determining whether a recovery of incentive compensation is appropriate under the Claw Back Policy or applicable law and, if so, in what amount. A recipient must be notified within 36 months after the date when cash-based incentive compensation was received or equity-based incentive compensation vested in order for its recovery to be sought.

Say-on-Pay Advisory Vote

The Compensation Committee considered the results of the non-binding say-on-pay advisory vote that was held at our 2021 annual meeting of shareholders. The compensation paid to our NEOs at that time was overwhelmingly approved, with 97.6% of the votes represented being in favor. The Compensation Committee has interpreted this vote as an endorsement of our executive compensation principles adopted by the Compensation Committee (the “Executive Compensation Principles”) and the overall design and structure of our executive compensation program and maintained these principles and our executive compensation program in 2021.

The shareholders will again consider a non-binding say-on-pay advisory vote at the Annual Meeting (see Proposal #2). Following the Annual Meeting, the Compensation Committee will consider the results of the shareholder vote when making future compensation decisions.

Internal Revenue Code Section 162(m)

In structuring our executive compensation program, the Compensation Committee takes into account the tax and accounting treatment of our executive compensation arrangements; however, those considerations are not controlling factors in the design of our executive compensation program. Section 162(m) of the Internal Revenue Code disallows a tax deduction to a public corporation for compensation over $1 million paid in any fiscal year to the CEO and specified other executive officers. The Compensation Committee reserves the ability to pay compensation to our executives in appropriate circumstances, even if such compensation is not deductible under Section 162(m).

Performance Units Certified in January 2022 as Having Vested under the 2019 Long-Term Program

In February 2019, the Compensation Committee approved the performance metrics for the issuance of Performance Units that were based 50% on a target 3-year EPS (2019, 2020, and 2021) of $15.02 and 50% on the Company’s average ROTCE target of $10.71 over the 3-year performance period. The threshold, target and maximum payouts of the 2019 Performance Units are the same threshold, target, and maximum payouts which were used under the 2021 Long-Term Program described previously in this proxy statement in the table entitled “2021 Long-Term Payouts.” In January 2022, the Compensation Committee reviewed UMB’s financial results from 2019 through 2021 and certified the following results:



2019 LTIP—CORPORATE FINANCIAL PERFORMANCE

Financial Metric	Threshold		Target		Maximum		Actual		Score		Payout Percentage		Weight		Weighted Percentage

3-YEAR EPS		$12.02		$15.02		$19.53		$18.42		122.7%		174.91%		50%		87.46%

ROTCE		$8.57		$10.71		$13.92		$11.50		107.4%		124.42%		50%		62.21%

Final Payout %																149.67%

Based on these conclusions, the NEOs received the following shares of Company stock free of restrictions and risk of forfeiture: (a) 26,781 shares to Mr. Kemper, (b) 3,051 shares to Mr. Shankar, (c) 6,494 shares to Mr. Rine, (d) 2,477 shares to Mr. Cornelius, and (e) 1,906 shares to Ms. Johnson.

Deferred Compensation Plan

UMB maintains a non-qualified deferred compensation plan that permits the NEOs and other specified participants, at their option, to defer a portion of their compensation payable for a calendar year until retirement, termination, or the occurrence of another specified event. UMB has an unsecured obligation to pay each deferred amount at the applicable time together with a rate of return equal to the yield produced by a mutual fund selected by the participant from among those available under the Profit-Sharing Plan. UMB does not match any amount that a participant may choose to defer. All of the NEOs were eligible to participate in this plan, and Messrs. Shankar and Rine elected to defer income in 2021.

Additional Payments or Benefits

The NEOs, in addition to other officers, may be entitled to receive accelerated payments or other awards under the Long-Term Incentive Plan, or the Short-Term Incentive Plan (such as death, disability, retirement, or a change in control of UMB). See “Potential Payments upon Termination or Change in Control” later in this proxy statement for additional information.

Executive Compensation Actions in 2022

Earlier discussions of each NEO’s compensation for 2021 address actions that were taken by the Compensation Committee in 2021 and that could affect a fair understanding of 2021 compensation. See “Executive Compensation for 2021” earlier in this Compensation Discussion and Analysis. The following table outlines those actions for each of the Named Executive Officers:

Executive

Base Salary

STIP

LTIP Grant

2021

as of
12/31/21

2022

Increase

2021
(Determined
and Paid in
February
2022)

2022
(Determined
and Paid in
February
2023)

2021
(Determined
and Fixed in
February
2021)

2022
(Determined
and Fixed in
February
2022)

J. Mariner Kemper

$950,000

$1,000,000

5.3%

$1,995,000

(200% of

Target from a
Target of
105% of
12/31/21
Salary)

Target of
105% of
12/31/22
Salary

Value of
$2,000,000

Value of
$2,500,000

Ram Shankar

$391,000

$406,640

4.0%

$293,250

(125% of
Target from a
Target of
60% of
12/31/21
Salary)

Target of
60% of
12/31/22
Salary

Value of
$273,700

James D. Rine

$556,500

$615,000

10.5%

$1,001,700

(200% of
Target from a
Target of

90% of
12/31/21
Salary)

Target of
95% of
12/31/22
Salary

Value of
$688,750

Value of
$695,625

James Cornelius

$407,500

$423,800

4.0%

$611,250

(200% of
Target from a
Target of
75% of
12/31/21
Salary)

Target of
75% of
12/31/22
Salary

Value of
$258,375

Value of
$264,875

Shannon A. Johnson

$375,000

$401,800

7.1%

$450,000

(200% of the
Target from a
Target of
60% of
12/31/21
Salary)

Target of
65% of
12/31/22
Salary

Value of
$255,500

Value of
$262,500

A detailed discussion of each NEO’s compensation for 2022 will be included in the proxy statement for our 2023 annual meeting of shareholders.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth earlier in this proxy statement. Based on that review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in UMB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and this proxy statement.

Robin C. Beery, Chair

Janine A. Davidson

Gordon E Lansford III

Timothy R. Murphy

Leroy J. Williams, Jr.

As provided by SEC Regulation S-K, this Compensation Committee Report is not deemed to be soliciting material or to be filed or incorporated by reference into any other filing by UMB under the Securities Act of 1933 as amended or the Exchange Act.

COMPENSATION POLICIES AND PRACTICES RELATING TO RISK MANAGEMENT

At least annually, an incentive compensation risk assessment is prepared by our Corporate Risk Services and Human Resources Departments and is presented to the Compensation Committee. This risk assessment is designed to ascertain whether our incentive compensation arrangements generate incentives that properly balance risk and reward, are compatible with effective controls and risk management (including the Interagency Guidance on Sound Incentive Compensation Policies issued by the federal banking agencies), are overseen through a strong corporate governance structure, and ultimately ensure that UMB’s safety and soundness are adequately protected.

In February 2022, as with prior years, the Compensation Committee reviewed and deliberated on (1) the annual incentive compensation risk assessment, (2) the Executive Compensation Principles, (3) UMB’s compensation policies and practices, (4) whether or how UMB’s compensation policies and practices may incent an employee to engage in higher risk activities, (5) whether or how any short term incentives may have an impact on long term risk, (6) whether or how claw backs or hold-backs are utilized or deemed appropriate, (7) whether or how changes in UMB’s risk profiles may require changes in its compensation policies and practices, (8) how to appropriately monitor UMB’s compensation policies and practices to ensure that its risk management objectives are being met, and (9) the existence and effectiveness of any controls, policies, or practices that may be in place to mitigate or balance the risks associated with UMB’s compensation policies or practices. Based on this review, the Compensation Committee concluded that the compensation policies and practices relating to executive officers and other employees of UMB and its subsidiaries do not create risks that are reasonably likely to have a material adverse effect on UMB.

COMPENSATION TABLES

2021 SUMMARY COMPENSATION

This table summarizes the compensation of the Named Executive Officers for each of our last three completed fiscal years. Their compensation for 2021 is discussed in more detail in “Compensation Discussion and Analysis” earlier in this proxy statement.


Name and Principal Position	Year	Salary ($) (1)		Bonus ($)	Stock Awards ($) (2)		Option Awards ($)	Non-Equity Incentive Plan Compensation ($) (3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($) (4)			Total ($)

J. Mariner Kemper	2021		939,666	-		1,999,885	-		1,995,000	-		40,512	(5)		4,975,063
Chairman, President,	2020		940,032	-		1,999,970	-		1,663,334	-		52,661			4,655,997
and CEO	2019		905,216	-		1,999,930	-		1,140,572	-		55,773			4,101,491

Ram Shankar	2021		391,001	-		273,607	-		293,250	-		18,265	(5)		976,123
Chief Financial Officer	2020		403,077	-		265,912	-		281,520	-		15,953			966,462
	2019		380,000	-		227,870	-		228,000	-		11,758			847,628

James D. Rine	2021		551,539	-		668,670	-		1,001,700	-		48,188	(5)		2,270,097
Vice Chairman; President and	2020		542,115	-		1,081,806	-		881,145	-		47,063			2,552,129
CEO of UMB Bank, n.a.	2019		485,000	-		484,911	-		515,313	-		40,448			1,525,672

James Cornelius	2021		405,194	-		258,298	-		611,250	-		19,069	(5)		1,293,811
President of Institutional	2020		405,385	-		240,447	-		447,187	-		17,688			1,110,707
Banking, UMB Bank, n.a.	2019		370,000	-		184,951	-		346,875	-		13,708			915,534

Shannon A. Johnson	2021		372,693	-		255,393	-		450,000	-		15,777	(5)		1,093,863
Executive Vice President	2020		379,038	-		218,942	-		361,350	-		15,673			975,003
and Chief Administrative Officer

(1)	The salary earned in fiscal year 2020 is higher than the base amount because an extra pay period occurred (27 pay periods versus 26) during fiscal year 2020.

(2)

These amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Information about the assumptions made in the valuation of equity awards is included in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 24, 2022, under the heading “Accounting for Stock-Based Compensation” in Note 1, Summary of Significant Accounting Policies, and in Note 11, Employee Benefits. The value of Performance Shares assumes that the performance target has been achieved.

(3)	These amounts are actual amounts that were earned during 2021 under the 2021 Short-Term Incentive Program and that were paid on February 24, 2022 for all Named Executive Officers.

(4)	These amounts include UMB’s match and allocation of forfeitures under the Profit-Sharing Plan and ESOP, wellness incentive payments, remote work reimbursements, as other personal benefits that are available to all Company employees.

(5)

This amount includes perquisites and other personal benefits, such as: (A) an automobile allowance for Messrs. Kemper ($7,000) and Rine ($16,800); (B) country club and dining club membership fees for Messrs. Kemper ($21,308) and Rine ($15,407); (C) the cost of professional financial-consulting services for Messrs. Shankar ($3,600), Rine ($2,600), Cornelius ($3,900) and Ms. Johnson ($2,800); and (D) an executive physical for Mr. Kemper ($2,800).

2021 GRANTS OF PLAN-BASED AWARDS

This table summarizes each grant of an award made to a NEO in 2021 under the 2021 Short-Term Program and the 2021 Long-Term Program. These plans and the grants in 2021 are discussed in more detail in “Compensation Discussion and Analysis” earlier in this proxy statement.



Name	Grant Date		Estimated Future Payouts under Non-Equity Incentive Plan Awards Target ($) (1)		Estimated Future Payouts under Equity Incentive Plan Awards (2)						All Other Stock Awards: Number of Shares of Stock or Units (3)		Grant Date Fair Value of Stock Awards ($)
					Threshold (#)		Target (#)		Maximum (#)






J. Mariner Kemper		2/12/21		997,500		7,642		15,284		30,568		10,189		1,999,885
Ram Shankar		2/12/21		234,600		1,046		2,091		4,182		1,394		273,607
James D. Rine		2/12/21		500,850		2,555		5,110		10,220		3,407		668,670
James Cornelius		2/12/21		305,625		987		1,974		3,948		1,316		258,298
Shannon A. Johnson

SEC Form DEF 14A filed by UMB Financial Corporation