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

2024 VIRTUAL ANNUAL MEETING

OF SHAREHOLDERS

AND PROXY STATEMENT

April 30, 2024, at

9:00 a.m. CDT

UMB Financial Corporation

1010 Grand Boulevard

Kansas City, Missouri 64106

LOGO

NOTICE OF THE 2024 VIRTUAL ANNUAL MEETING OF

SHAREHOLDERS OF UMB FINANCIAL CORPORATION


Date and Time:		Tuesday, April 30, 2024, at 9:00 a.m. CDT

Place:		Virtual Meeting

		We are pleased to be able to host the 2024 Annual Meeting of Shareholders virtually using the latest technology and 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/M7T4UV5 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 11 directors for terms ending at the 2025 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 2024;

		4. the approval of an amendment to the UMB Financial Corporation Omnibus Incentive Compensation Plan to increase the maximum number of shares available for issuance thereunder; and

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

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 March 1, 2024.

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 13, 2024. The attached Proxy Statement and the related form of proxy are first being sent, given, or made available to shareholders on or about March 13, 2024.

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 30, 2024:

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
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
The Board’s Role in Risk Oversight			17
Related Governance Matters			18
Attendance at Board Meetings, Committee Meetings, and Annual Meetings of Shareholders			19
Communications with the Board of Directors			19
Transactions with Related Persons			20
Statement of Policy and Process			20
Transactions since January 1, 2023			21
2023 Director Compensation			22

PROPOSAL #1—ELECTION OF DIRECTORS			23
Nomination Process			23
Nominations			24
Board Diversity			24

COMPENSATION DISCUSSION AND ANALYSIS			30
Overview			30
Executive Summary			30
2023 Business Highlights			30
Objectives of Our Compensation Program			30
Compensation Best Practices			31
Components of Executive Compensation			32
The Role of the Compensation Committee			33
The Role of Executive Officers in the Compensation Decisions			33
The Role of the Compensation Consultant			33
Use of Competitive Data			33
Executive Compensation for 2023			34
General Considerations for 2023			34
Base Salary			34
Short-Term Cash Incentive Compensation			34


Long-Term Incentive Compensation			37
Other Benefits and Perquisites			39
Other Executive Compensation Policies and Practices			40
No Employment Agreements			40
Ownership of UMB Stock			40
No Hedging of UMB Stock			40
Claw Back of Compensation			41
Say-On-Pay Advisory Vote			41
Performance Units Certified in January 2024 as Having Vested under the 2021 Long-Term Program			41
Deferred Compensation Plan			42
Additional Payments or Benefits			42
Executive Compensation Actions in 2024			43

COMPENSATION COMMITTEE REPORT			44

COMPENSATION POLICIES AND PRACTICES RELATING TO RISK MANAGEMENT			44

COMPENSATION TABLES			45
2023 Summary Compensation			45
2023 Grants of Plan Based Awards			46
2023 Outstanding Equity Awards at Fiscal Year-End			47
2023 Option Exercises and Stock Vested			48
2023 Nonqualified Deferred Compensation			49
Potential Payments upon Termination or Change in Control			50
Pay Versus Performance			53
Pay Ratio Disclosure			58

PROPOSAL #2—ADVISORY VOTE (NON-BINDING) ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)			59

PROPOSAL #3—RATIFICATION OF THE CORPORATE AUDIT COMMITTEE’S ENGAGEMENT OF KPMG LLP AS UMB’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024			60
Independent Registered Public Accounting Firm Fees			61
Report of the Corporate Audit Committee			62

PROPOSAL #4—APPROVAL OF AN AMENDMENT TO THE UMB FINANCIAL CORPORATION OMNIBUS INCENTIVE COMPENSATION PLAN TO INCREASE THE MAXIMUM NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER			63

INFORMATION ABOUT THE DELIVERY OF PROXY MATERIALS			70

SHAREHOLDER PROPOSALS			71

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 13, 2024, 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 March 1, 2024 (the “record date”), in connection with our 2024 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 30, 2024, 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 11 directors for terms ending at the 2025 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 2024;

the approval of an amendment to the UMB Financial Corporation Omnibus Incentive Compensation Plan to increase the maximum number of shares available for issuance thereunder; and

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

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 2024 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 multiple 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. For clarity, Internet Explorer is not a supported browser. 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. For further assistance should you need it, please call 1-888-724-2416 or International +1 781-575-2748.

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, 48,742,069 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/M7T4UV5 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

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 24, 2024. 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

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

For the 2024 proxy season, we will use an industry solution to allow beneficial owners to register online at the Annual Meeting to attend, ask questions and vote. We expect that the vast majority of beneficial owners will be able to fully participate using the control number received with their voting instruction form. Please note, however, 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 should 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/M7T4UV5 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. Please follow the registration instructions as outlined in this Proxy Statement.

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,” “AGAINST,” or “ABSTAIN” on Proposals #1, #2, #3 and #4.

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 11 nominees to our Board;

• Proposal #2:		“FOR” the approval, on an advisory basis, of the compensation paid to our Named Executive Officers;

• Proposal #3:		“FOR” the ratification of the Corporate Audit Committee’s engagement of KPMG LLP as our independent registered public accounting firm for 2024;

• Proposal #4:		“FOR” the approval of an amendment to the UMB Financial Corporation Omnibus Incentive Compensation Plan to increase the maximum number of shares available for issuance thereunder.

What vote is required for each proposal?


• Proposal #1:		Majority voting will apply—that is, each of the 11 nominees requires an affirmative (“FOR”) vote of the majority of the shares cast at the Annual Meeting to be elected. In a contested election, plurality voting will apply—that is, the 11 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 no later than 5:00 p.m., Eastern Time, on April 24, 2024.

		Voting “ABSTAIN” 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 2024 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.

• Proposal #4		Majority voting will apply—that is, the approval of an amendment to the UMB Financial Corporation Omnibus Incentive Compensation Plan to increase the maximum number of shares available for issuance thereunder 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.

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/M7T4UV5 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 to attend the Annual Meeting. To do this and enable virtual voting, you please follow the instructions outlined in the options 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 25, 2024.

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 2024. Your broker, bank, or other nominee, however, does not have discretionary authority to vote your shares on Proposals #1, #2 or #4.

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 or the ESOP 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 or ESOP are voted.

In the event of a contested election, what happens if I vote (or grant authority to vote) for more, or fewer, director nominees than there are open director seats?

Shares may not be voted for a greater number of persons than the number of nominees set forth in Proposal #1. If you vote (or grant authority to vote) for fewer director nominees than there are open seats, then your votes will be considered “cast” for the director nominees for whom you voted, and with respect to the remaining director nominees, your shares will be voted as previously set forth in the sections addressing how shares will be voted when no instructions have been received.

What happens to votes for shareholder nominees if a shareholder intends to solicit proxies under Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and then fails to comply with the applicable requirements?

The Company shall disregard any votes and proxies granted in favor of shareholder nominees, if any, if the shareholder either fails to comply with the applicable portions of the Company’s Bylaws, Rule 14a-19, or otherwise abandons its solicitation. The Company did not receive notice from any shareholder prior to the deadline for submitting notice of an intention to nominate any additional persons for election as directors at the Annual Meeting.

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 may 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 on behalf of the Company and its nominees, 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 Exchange Act) more than 5% of UMB stock at the close of business on March 1, 2024:



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

J. Mariner Kemper		4,178,216	(1)		8.57	%
1010 Grand Boulevard
Kansas City, Missouri 64106

Blackrock, Inc.		5,975,948	(2)		12.26	%
50 Hudson Yards
New York, New York 10001

The Vanguard Group		4,310,807	(3)		8.84	%
100 Vanguard Boulevard
Malvern, Pennsylvania 19355

State Street Corporation		2,968,567	(4)		6.09	%
1 Congress Street, Ste. 1
Boston, MA 02114

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

(a)

231,271 shares are owned directly.

(b)

2,259 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)

3,228,336 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)

1,787,204 shares are owned by the R. Crosby Kemper Jr. Marital Trust, but sole voting and dispositive authority is held by Mr. Kemper.

(ii)

29,960 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)

362,318 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)

672,700 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)

162,408 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 23, 2024. According to the Schedule 13G/A, Blackrock, Inc. has sole voting power over 5,839,232 shares of UMB stock and sole dispositive power over 5,975,948 shares of UMB stock. The aggregate number of shares of UMB stock beneficially owned was reported at 5,975,948.

(3)

This is according to information provided to UMB in a Schedule 13G/A filed by The Vanguard Group with the SEC on February 13, 2024. According to the Schedule 13G/A, The Vanguard Group has shared voting power over 39,514 shares of UMB stock, sole dispositive power over 4,224,121 shares of UMB stock, and shared dispositive power over 86,686 shares of UMB stock. The aggregate number of shares of UMB stock beneficially owned was reported at 4,310,807.

(4)

This is according to information provided to UMB in a Schedule 13G/A filed by State Street Corporation with the SEC on January 24, 2024. According to the Schedule 13G, State Street Corporation has shared voting power over 295,883 shares of UMB stock and shared dispositive power over 2,968,567 shares of UMB stock. The aggregate number of shares of UMB stock beneficially owned was reported at 2,968,567.

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 March 1, 2024, 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 March 1, 2024, 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		6,679		*

Janine A. Davidson		3,362		*

Kevin C. Gallagher		21,204		*

Greg M. Graves		35,028		*

Shannon A. Johnson		24,383		*

J. Mariner Kemper		4,178,216		8.57	%

Gordon E. Lansford III		7,054		*

Timothy R. Murphy		25,996		*

Tamara M. Peterman		6,948		*

James D. Rine		45,309		*

Kris A. Robbins		11,121		*

Ram Shankar		18,008		*

L. Joshua Sosland		13,589		*

Thomas S. Terry		38,789		*

Leroy J. Williams, Jr.		6,116		*

All Directors and Executive Officers as a Group (24 persons)		4,313,979		8.85	%

*	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—7,388 shares. Other Executive Officers (excluding the Named Executive Officers) collectively hold options, exercisable within 60 days, to acquire 3,970 shares of UMB stock.

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 2023 timely filed the reports required by Section 16(a) of the Exchange Act during 2023, except: (a) each of Brian Beaird, Stacy King, Nikki Newton, Thomas Terry, Uma Wilson and Abigail Wendel filed late Form 4s on January 31, 2024 reflecting the withholding of 342, 340, 442, 438, 393, and 376 shares, respectively, for the payment of taxes related to restricted stock that vested on July 29, 2023, and (b) each of Greg Graves and Tamara Peterman filed Form 4s one day late on August 4, 2023 reflecting purchases of 333.3811 and 252.7244 shares, respectively, on August 1, 2023 made with their quarterly cash retainer payment.

Information about our Executive Officers is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

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, President, 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 2023. 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, the charters of our four standing committees, and our Human Rights Statement by selecting “Governance Documents” under the heading “Governance.” 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, experiences and backgrounds, the availability of qualified candidates, the workloads and needs of Committees, and other relevant factors. Our Board currently has 11 members and as allowed by our Bylaws, the Board has set the number of directors as of the Annual Meeting at 11. All seats on the Board are up for election annually.

Of the 11 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 seven (7) years. He also serves as the Chair of the Governance Committee. The Lead Director’s duties include:

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

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

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

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

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

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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;

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

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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 who resigned from the Company’s Board of Directors effective August 18, 2023, 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 “Governance.”

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 2023.

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:

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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;

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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;

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

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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;

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

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

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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—2023 Director Compensation” later in this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

During 2023, 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 2023 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 all of 2023. 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;

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implementation of new accounting standards;

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resolutions of internal control issues, if identified;

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use of non-GAAP measures; and

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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 relevant UMB policies and monitors any authorized internal investigation of such a complaint, (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, and (4) oversees certain indemnification and related advancement of expenses decision processes for directors, officers and employees.

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 all of 2023.

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);

•

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

•

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

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SEC Form DEF 14A filed by UMB Financial Corporation