Aldis Birkans
About Aldis Birkans
Aldis Birkans, age 51, is President of National Bank Holdings Corporation (NBHC) since September 2024; he previously served as CFO (August 2018–September 2024) and Treasurer (2011–February 2020). He sits on the boards of NBH Bank and Bank of Jackson Hole Trust and is a member of BOJHT’s Trust Committee; he holds an MBA and a Bachelor’s in Economics and Finance, with prior roles at M&I Bank (Assistant Treasurer) and Citigroup (SVP, Corporate and Investment Bank Treasury) . In 2024 NBHC delivered diluted EPS of $3.08 (adjusted $3.22), ROAA of 1.20% (adjusted tangible 1.36%), Q4 FTE net interest margin of 3.99%, and core net income of $124.4 million; tangible book grew ~11% and deposits rose $374.4 million (4.7%) YoY . NBHC’s 2024 TSR implied $139.10 value of an initial $100 investment (peer group $130.96) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Bank Holdings Corp. | President | Sep 2024–present | Oversight of Cambr® deposit platform growth and Trust & Wealth expansion; succession elevation from CFO |
| National Bank Holdings Corp. | Chief Financial Officer | Aug 2018–Sep 2024 | Drove capital, liquidity, and finance; contributed to strong regulatory standing and risk management |
| National Bank Holdings Corp. | Treasurer | 2011–Feb 2020 | Led capital management, investments, corporate liquidity and financial-risk activities |
| M&I Bank | Vice President, Assistant Treasurer | Five years (not further disclosed) | Capital management, investments, corporate liquidity, and financial risk |
| Citigroup | Senior Vice President, Corporate & Investment Bank Treasury | Not disclosed | Treasury leadership in a global bank |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NBH Bank (subsidiary) | Director | Current | Governance oversight of core banking operations |
| Bank of Jackson Hole Trust (subsidiary) | Director; Trust Committee Member | Current | Fiduciary oversight of trust operations |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $383,461 | $469,846 | $518,077 (STIP-eligible earnings; base raised in April 2024 to $525,000) |
| Target Bonus (% of Salary) | ≥55% (per employment agreement) | ≥55% (per employment agreement) | 80% target; threshold 50%, max 157.5% of target |
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024
| Metric | Weighting | Threshold | Target | Max | Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Core Net Income ($000s) | 40% | $102,129 | $120,152 | $126,160 | $124,395 | 54.1% weighting achieved |
| Non-Performing Assets Ratio | 30% | 0.80% | 0.65% | 0.50% | 0.47% | 45.0% weighting achieved |
| ERM & Doing Good (Qualitative) | 15% | 80% | 100% | 120% | 115% | 20.6% weighting achieved |
| Individual (Qualitative) | 15% | 80% | 100% | 120–200%* | 120% for Birkans | 150% of target for individual component |
| Total STIP Payout vs. Target | — | — | — | — | — | 142.2%; Paid $589,570 |
*200% possible for exceptional individual performance .
Long-Term Incentives – Grants and Design
| Award Type | Grant Date | Units/Shares | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| PSUs (2024 cycle) | 04/01/2024 | 4,875 (Thresh) / 9,749 (Target) / 14,624 (Max) | Earned based on 3-year metrics; vests Mar 1, 2027 (double trigger under CIC) | $343,572 (PSUs portion shown in plan-based awards) |
| Restricted Stock (2024) | 04/01/2024 | 9,704 shares | Time-based; 1/3 annually starting Apr 28, 2025 | $343,619 |
| Equity Mix (2024 total) | 2024 | Value-based ~50% PSUs / ~50% RS | As described | Total equity value $687,190 |
Performance Metrics for 2024 PSUs (equal weighting; 50–150% payout scale):
- Cumulative Adjusted EPS: Threshold $8.44, Target $9.93, Max $10.43
- 3-year Relative ROTA: 35th/50th/75th percentile vs S&P 600 Regional Banks
- 3-year Relative TSR: 35th/50th/75th percentile vs S&P 600 Regional Banks; if negative TSR, cannot exceed target
Prior PSU Outcomes:
- 2022 PSU cycle vested Mar 1, 2025; payout 111% (EPS actual $10.53; rTSR ~36th percentile) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 107,845 shares; less than 1% of class (*) |
| Unvested Restricted Shares | 13,557 (carry voting rights) |
| Options – Shares Issuable | 51,109 shares upon exercise |
| Stock Ownership Guidelines | President: 4× base salary; CFO: 3×; holding requirement of 50% after-tax vested awards until threshold met |
| Compliance Status | As of Mar 10, 2024, Birkans had not yet met his Executive Minimum Ownership Threshold |
| Hedging/Pledging | Prohibited for executives under Insider Trading Policy |
Selected Option Positions (as of 12/31/2024):
- 3,080 exercisable @ $19.56 expiring 3/1/2026
- 3,303 exercisable @ $34.04 expiring 3/1/2027
- 2,442 exercisable @ $32.65 expiring 3/1/2028
- 1,987 exercisable @ $35.36 expiring 5/2/2028
- 7,631 exercisable @ $34.08 expiring 4/1/2029
- 5,544 exercisable and 2,773 unexercisable @ $40.83 expiring 4/1/2032
- 3,405 exercisable and 6,811 unexercisable @ $33.46 expiring 4/1/2033
Upcoming Vesting/Selling Pressure Windows:
- RS tranches vest Apr 28, 2025, Apr 28, 2026, Apr 28, 2027 (for 4/1/2024 grant) .
- PSUs from 2023 cycle vest Mar 1, 2026; PSUs from 2024 cycle vest Mar 1, 2027 (service condition and CIC double-trigger as applicable) .
Employment Terms
| Provision | Term |
|---|---|
| Agreement Dates | Employment agreement effective Aug 10, 2018; auto-renews annually unless 90-day notice |
| Minimum Base & Target Bonus | Base ≥$300,000; target bonus ≥50% (2018), ≥55% thereafter |
| Non-Compete/Non-Solicit | While employed; post-termination: two years (if without cause or good reason within 2 years post-CIC); one year otherwise |
| Severance (No CIC) | Lump sum = 1× base salary + the greater of target bonus or prior-year bonus; plus pro-rated current-year bonus; release required |
| CIC Double-Trigger Severance | Lump sum = 2× base salary + 2× the greater of target bonus or prior-year bonus; plus pro-rated current-year bonus; release required |
| Equity – CIC Treatment | Double-trigger vesting for time-based awards; PSUs earned at higher of target/actual pre-CIC and then subject to service vesting, with service deemed satisfied upon qualifying termination; replacement-award provisions apply |
| Clawbacks | Employment agreements and equity awards include misconduct/accounting restatement clawbacks; company adopted NYSE/SEC recovery policy in Nov 2023 |
| Anti-Hedging/Pledging | Prohibited under Insider Trading Policy |
Compensation History (Summary)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $383,461 | $469,846 | $518,077 |
| Stock Awards (RS/PSU grant-date FV) | $359,961 | $373,643 | $687,190 |
| Option Awards (grant-date FV) | $89,990 | $92,046 | — |
| Non-Equity Incentive (STIP) | $452,964 | $461,652 | $589,570 |
| Nonqualified Deferred Comp Earnings | $1,629 | $2,688 | $4,771 |
| All Other Compensation | $55,700 | $61,764 | $88,999 (incl. aircraft personal use $48,546) |
| Total Compensation | $1,343,705 | $1,461,640 | $1,888,607 |
Equity and Plan Activity (2024 realized)
| Item | 2024 |
|---|---|
| Options Exercised | 2,773 shares; value realized $61,810 |
| Stock Awards Vested | 7,580 shares; value realized $259,193 |
| NDCP – Executive Contributions | $72,069; Company match $29,392; aggregate earnings $81,215; year-end balance $892,149 |
Compensation Peer Group and Say-on-Pay
- Peer group (20 institutions) used for 2024 decisions includes tech-forward banks (added Axos and Triumph; removed Southside and TrustCo); median market cap ~$1B (6/30/2023) .
- 2024 Say-on-Pay approval: 97.7% in favor .
Governance and Policies Relevant to Alignment
- Executive and director stock ownership guidelines with 50% post-vest holding until thresholds met .
- No tax gross-ups for CIC payments; no option/SAR repricing permitted .
- Insider Trading Policy mandates blackout and pre-clearance; prohibits hedging/short sales/pledging .
Investment Implications
- Pay-for-performance linkage is robust: 70% of STIP tied to quantitative metrics and 50% of LTI is performance-based PSUs across EPS, rTSR, and rROTA; 2024 PSUs maintain caps if TSR negative—reduces windfall risk .
- Upcoming vesting windows (RS in late April annually; PSUs in March 2026 and March 2027) and option expirations could create episodic selling pressure, though anti-hedging/pledging policies and ownership guidelines mitigate misalignment risk .
- CIC economics are meaningful (2× salary and bonus with double-trigger vesting), supporting retention but increasing potential deal-related costs; clawback framework and no gross-ups favor shareholder-aligned governance .
- Ownership remains sub-1%; unvested equity and option overhang (51,109 shares issuable) indicate ongoing alignment via at-risk equity, but time to reach ownership guideline should be monitored for confidence signals as President .
- Strong 2024 fundamentals (core net income $124.4mm, ROAA 1.20%, Q4 NIM FTE 3.99%) and 47% Cambr platform deposit growth provide operational tailwinds as Birkans transitions to President, supporting incentive targets tied to earnings quality and asset performance .