UMB FINANCIAL CORP (UMBF)
Sector: Financials
2026 Annual Meeting Analysis
UMB FINANCIAL CORP · Meeting: April 28, 2026
Directors FOR
14
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 14 Directors for Terms Ending at the 2027 Annual Meeting of Shareholders
Long-tenured director with relevant financial services and asset management expertise; no overboarding, attendance, or TSR trigger concerns — UMBF's 3-year return of 52.6% outpaces QABA (34.9%) by 17.7 percentage points, well below the 65-point threshold required to trigger a vote against.
Director since 2020 with leadership and organizational expertise; no overboarding or attendance issues, and the TSR performance trigger does not apply given UMBF's strong outperformance versus QABA.
Long-tenured director since 2007 with entrepreneurial, M&A, and finance experience; no policy triggers apply and UMBF's stock performance relative to QABA is well within acceptable bounds.
Director since 2003 and Lead Independent Director; extensive CEO and strategic management experience; no overboarding, attendance, or TSR concerns — UMBF outperforms QABA by 17.7 percentage points over three years, far short of the 65-point trigger threshold.
Director since January 2025, well within the 24-month new-director exemption from the TSR trigger; brings technology, financial services strategy, and leadership experience relevant to UMB's operations.
Director since January 2025, within the 24-month new-director exemption; brings technology, operational, and financial services expertise gained from roles at Heartland Financial and Hewlett Packard/Agilent Technologies.
Chairman and CEO since 2004; as an executive director he is subject to the same TSR test as all others, but UMBF's 3-year outperformance of QABA by 17.7 percentage points does not meet the 65-point threshold required to trigger a vote against; no overboarding concerns.
Director since 2017 with deep finance, audit, and construction industry leadership experience including a CPA background and prior KPMG tenure; no policy triggers apply.
Director since January 2025, within the 24-month new-director exemption; brings human capital, organizational transformation, and financial services experience from roles at GE Capital, Univision, and Cerberus Capital.
Director since January 2025, within the 24-month new-director exemption; brings significant public accounting, investment advisory, and audit committee expertise including prior chair of Heartland Financial's audit committee.
Director since 2019 with healthcare operations, risk management, and regulatory experience; no overboarding, attendance, or TSR trigger concerns.
Director since 2000 with extensive financial services, risk management, and investment expertise including audit committee financial expert designation; no policy triggers apply.
Director since 1998 with deep investment, governance, and compensation committee experience; no overboarding or TSR concerns given UMBF's strong performance versus QABA.
Director since 2016 with cybersecurity, technology, and enterprise risk management expertise; serves on one additional public board (Molson Coors) which does not trigger the overboarding threshold; no TSR concerns.
All 14 nominees receive a FOR recommendation. UMBF's 3-year price return of 52.6% outperforms its community bank benchmark QABA (34.9%) by 17.7 percentage points — well below the 65-point threshold needed to trigger director accountability votes for a company with strong positive TSR. Five directors who joined in January 2025 in connection with the HTLF acquisition are within the 24-month new-director exemption. No overboarding, attendance, independence, or qualifications concerns were identified across the slate, and the board discloses a skills matrix.
Say on Pay
✓ FORCEO
J. Mariner Kemper
Total Comp
$10,350,577
Prior Support
98%%
CEO total compensation of approximately $10.4 million is within a reasonable range for a regional bank CEO overseeing a $73 billion-asset institution following a major acquisition, and the prior say-on-pay vote received overwhelming 98% support indicating no shareholder concerns. The pay mix is heavily weighted toward variable and equity compensation — roughly 83% of CEO pay is performance-based or at-risk (short-term cash bonus plus long-term equity awards), well exceeding the 50-60% threshold required by policy. UMBF's 3-year total return of 52.6% substantially outperforms the community bank benchmark QABA (34.9%), confirming that above-target incentive payouts (including the 189.7% short-term bonus payout) are supported by strong shareholder outcomes, and the company maintains a meaningful SEC-compliant clawback policy.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG is a Big 4 firm appropriate for a company of UMB's size and complexity ($8.5 billion market cap, $73 billion in assets). The proxy filing text provided does not include a readable fee table with specific dollar amounts for audit and non-audit fees, so the non-audit fee ratio trigger cannot be calculated — under the policy, the absence of confirmed fee data does not support a No vote. Auditor tenure is not explicitly disclosed in the filing, so the tenure trigger does not fire. No material restatements are disclosed.
Overall Assessment
The 2026 UMB Financial ballot presents four proposals: a 14-person director slate, a say-on-pay vote, auditor ratification, and an equity plan amendment. All standard proposals receive FOR recommendations — the director slate is clean with no performance, overboarding, or independence concerns; CEO pay is well-structured with strong performance backing; and KPMG is an appropriate auditor for UMB's scale. No shareholder-submitted proposals appear on this ballot.