Art Zeile
About Art Zeile
Art Zeile (age 61) has served as an independent director of National Bank Holdings Corporation since 2016; he is Chair of the Compensation Committee and a member of the Audit & Risk Committee, with deep expertise in software, telecommunications, internet, datacenter, and security technologies, including cybersecurity. He is currently CEO and a director of DHI Group, Inc. (NYSE: DHX), previously co-founded and led HOSTING (2008–2016), served as a director (audit committee) at Intrado (2004–2006), and began his career as a U.S. Air Force officer; he holds a Master of Public Policy and a B.S. in Astronautical Engineering .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HOSTING (cloud hosting) | Co-Founder & CEO | 2008–2016 | Led early cloud hosting operations; technology/security focus |
| Intrado (NASDAQ: TRDO) | Director | 2004–2006 | Audit Committee member |
| U.S. Air Force | Officer | Not disclosed | Technical leadership foundation |
| Various technology companies | CEO & Co-Founder | Not disclosed | Software/telecom/datacenter/security; cybersecurity emphasis |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DHI Group, Inc. (NYSE: DHX) | CEO & Director | Current | Provider of data/insights for tech professionals |
| Dispatch Health Advisory Board | Advisor | Current | Advisory position |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit & Risk Committee; Member and Chair of the Emerging Technologies Sub-Committee reporting to Audit & Risk (sub-committee members include Zeile (Chair), Clermont, Doyle, Gupta) .
- Independence: The Board determined in Feb 2025 that all directors other than the CEO are independent under NYSE and SEC rules; Zeile is independent .
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting; Audit & Risk met 4 times; Compensation met 4 times; Nominating & Governance met 4 times .
- Leadership structure: Independent Lead Director presides over executive sessions; committees are composed solely of independent directors; the Board held at least four executive sessions without management in 2024 .
- Risk oversight: Audit & Risk oversees cybersecurity; Emerging Technologies Sub-Committee assists on AI/emerging tech risks; Zeile regularly engages senior management on technology initiatives .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly in arrears |
| Committee chair fee (Compensation) | $20,000 | Applies to Zeile as Chair |
| Total cash (2024) | $95,000 | Matches director compensation table |
| Meeting fees | $0 | No meeting fees for Board or committees |
| Perquisites | Generally none | Directors reimbursed expenses |
| Deferred compensation eligibility | Eligible for Nonqualified Deferred Compensation Plan | Participation by Ms. Spring disclosed for 2024; Zeile participation not disclosed |
Performance Compensation
- Director equity: Annual restricted stock grant with aggregate grant-date fair value $120,000 for each director (Lead Independent Director $140,000; Ms. Doyle pro-rated $134,749); grants made on the day of the Annual Meeting; 50% vests 180 days after grant and 50% vests immediately before the next Annual Meeting, subject to continued service; no options, no performance-based equity for directors; dividends paid when shareholders are paid .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Conflicts disclosure |
|---|---|---|---|
| DHI Group, Inc. (NYSE: DHX) | CEO & Director | Not disclosed in NBHC proxy | No Item 404 related-party disclosures for Compensation Committee members; Zeile not an NBHC officer; no disclosable related-party transactions |
| Intrado (NASDAQ: TRDO) | Former Director | Audit Committee | Historical role; no current interlock |
| Dispatch Health Advisory Board | Advisor | N/A | Advisory role; no related-party disclosure |
Compensation Committee Interlocks: In 2024, Zeile, Clermont, Dean, Gupta served; none had relationships requiring Item 404 disclosure; none have been NBHC officers; no reciprocal committee interlocks with NBHC executives .
Expertise & Qualifications
- Technology and cybersecurity: Extensive experience across software, telecom, internet, datacenter, security; specific cybersecurity focus; active oversight of tech initiatives and emerging technologies .
- Education: Master of Public Policy; B.S. in Astronautical Engineering .
- Governance: Prior audit committee experience (Intrado); chairs NBHC Compensation Committee .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 15,460 |
| Ownership as % of shares outstanding | <1% (denoted “*”) |
| Unvested restricted shares (voting) | 1,795 |
| Stock ownership guidelines | Directors must own ≥5x annual cash retainer; unvested shares and unexercised options excluded; retain 50% of after-tax vested shares until threshold met |
| Compliance status (as of Mar 10, 2025) | All applicable directors in compliance except Gupta and Doyle; Zeile compliant |
| Hedging/Pledging policy | Hedging/short sales prohibited for all directors; pledging prohibited for designated persons under Insider Trading Policy |
Director Compensation (Detail for 2024)
| Item | Amount |
|---|---|
| Fees earned or paid in cash | $95,000 |
| Stock awards (grant-date fair value) | $120,000 |
| Total | $215,000 |
| Unvested restricted stock at 12/31/2024 | 1,795 shares |
| Equity vesting cadence | 50% at 180 days; 50% immediately before next Annual Meeting |
Say-on-Pay & Shareholder Feedback
| Year | For | Against | Abstain | Broker Non-Votes | Result/Notes |
|---|---|---|---|---|---|
| 2024 | 97.7% approval (percentage disclosed) | Not disclosed | Not disclosed | Not disclosed | Strong support; proactive investor engagement |
| 2025 | 33,998,269 | 588,140 | 22,382 | 773,332 | Advisory vote approved; high support reflected in counts |
Shareholder Support for Director Elections (2025)
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Art Zeile | 34,319,530 | 289,261 | 773,332 |
Governance Assessment
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Strengths:
- Independent director with relevant cyber/technology expertise; chairs Compensation Committee and Emerging Technologies Sub-Committee, enhancing oversight of pay and tech risk .
- Strong attendance standards; independent-only committees; robust executive sessions; formal governance guidelines and codes of ethics .
- Director pay structure aligned with shareholders: ≥50% equity, no meeting fees, stock ownership guidelines (5x cash retainer), compliance confirmed for Zeile .
- Compensation Committee uses independent consultant (Pay Governance); robust pay practices (clawbacks, anti-hedging, no option repricing, no tax gross-ups on CIC) .
- High shareholder support for his election and say-on-pay outcomes, indicating investor confidence .
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Potential risks and monitoring points:
- External CEO role at DHI Group presents time-commitment considerations; no Item 404 related-party transactions disclosed, but monitor any NBHC vendor/client relationships involving DHI or Zeile-linked entities (none disclosed) .
- Pledging is prohibited for designated persons under the Insider Trading Policy; specific director pledging disclosures not enumerated—continue to monitor for pledging/hedging violations (policy prohibits hedging for directors) .
- Ordinary-course banking relationships with directors may exist at NBH Bank/BOJHT; policy requires related-person review; loans stated to be on market terms without unfavorable features .
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RED FLAGS: None disclosed regarding related-party transactions, option repricing, hedging/pledging violations, low say-on-pay, or attendance shortfalls .