Fred J. Joseph
About Fred J. Joseph
Independent director of NBHC since 2014 with deep banking and securities regulatory expertise; age 72. He serves on the Audit & Risk Committee and the Nominating & Governance Committee and sits on the boards of NBH Bank and Bank of Jackson Hole Trust (Trust Committee member). He holds a BS in Business Administration (Colorado State University–Pueblo) and an MBA in Finance and Accounting (Regis University). His 30-year public-sector regulatory career included Colorado Banking and Securities Commissioner, Acting Banking Commissioner, Securities Commissioner, Deputy Securities Commissioner, and Deputy Commissioner of Financial Services, qualifying him for board service in a regulated financial institution .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Colorado | Banking and Securities Commissioner (dual role created in 2011); retired end of 2013 | 2011–2013 | Oversight of state-chartered banks, trust companies, money transmitters; securities market regulation |
| State of Colorado | Acting Banking Commissioner | 2008–2010 | Oversight of state-chartered commercial banks |
| State of Colorado | Securities Commissioner | Appointed 1999 | Oversaw licensing of brokers, firms, investment advisers; examinations and administrative matters |
| State of Colorado | Deputy Securities Commissioner | 1992–1999 | Led examinations and administrative functions for Division of Securities |
| State of Colorado | Deputy Commissioner of Financial Services | ~1984–1992 (eight years) | Oversight of savings & loan associations and credit unions |
| NASAA | President; Board Director | Past President; ~10 years board | National securities regulator coordination and standards setting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NBH Bank | Board Member | Current | Governance oversight at subsidiary bank |
| Bank of Jackson Hole Trust | Board Member; Trust Committee Member | Current | Trust oversight and fiduciary governance |
| Plains Dedicated (private) | Advisory Board Member | Current | Advisory role for privately held trucking company |
| Colorado Board of Mortgage Loan Originators | Board Member (Governor appointee) | 2014–2022 | Mortgage origination oversight |
| FINRA | Investor Issues Committee Member (previously) | Prior service | Investor protection and market integrity input |
Board Governance
- Independence: Affirmatively determined independent under NYSE/SEC standards in February 2025 (all directors except CEO) .
- Committee assignments: Audit & Risk Committee member; Nominating & Governance Committee member. Audit & Risk current members include Joseph; the committee reviews financial reporting, internal controls, auditor independence, and risk exposures . Nominating & Governance reviews director compensation, related-party transactions, board/committee performance, and ESG oversight .
- Attendance and engagement: Board held five meetings in 2024; each director attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting; executive sessions held four times .
- Committee activity: Audit & Risk met four times in 2024; Nominating & Governance met four times in 2024 .
- Lead Independent Director: Ralph W. Clermont (also Audit & Risk Chair) provides independent leadership and is ex officio on all committees .
Fixed Compensation
- Structure: Annual cash retainer $75,000; no meeting fees. Committee chairs receive additional cash retainers ($30,000 Audit Chair; $20,000 Compensation Chair; $20,000 Nominating & Governance Chair). Annual restricted stock grant: $120,000 grant date fair value for directors; $140,000 for Lead Independent Director; pro-rata grants for mid-year appointees .
- Review and advisors: Director pay reviewed by the Nominating & Governance Committee with independent consultant Pay Governance; structure last updated effective January 1, 2023 (following a November 2022 review by F.W. Cook) .
| Component | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $75,000 | $75,000 |
| Stock awards ($) | $120,000 | $120,000 |
| Total ($) | $195,000 | $195,000 |
Performance Compensation
- Equity awards: Annual restricted stock; grants made on the day of the Annual Meeting of Shareholders; vesting 50% at 180 days after grant and 50% on the date immediately preceding the next Annual Meeting, subject to continued service .
- Options: No option awards disclosed for Joseph; his beneficial ownership footnote references unvested restricted shares only (no options) .
- Performance metrics: Director equity awards are time-based; no disclosed performance metrics (e.g., TSR, ROE) for director compensation .
| Equity Element | Grant Mechanics | Vesting Schedule |
|---|---|---|
| Restricted Stock | Annual grant on Annual Meeting date; $120,000 grant-date fair value for directors | 50% vests at 180 days post-grant; 50% vests immediately before next Annual Meeting |
Other Directorships & Interlocks
- Public company boards: No other public-company directorships disclosed for Joseph in NBHC’s proxy biography .
- Interlocks: Compensation Committee interlocks disclosed for other directors; no related-party relationships requiring disclosure among committee members; Joseph is not a Compensation Committee member .
Expertise & Qualifications
- Thirty years of financial services regulation across banking, securities, and trust supervision in Colorado; past NASAA President and decade-long NASAA board service .
- Formal education in business and finance/accounting (BS; MBA) .
- Current advisory and subsidiary board roles strengthen operational risk and fiduciary oversight experience .
Equity Ownership
- Beneficial ownership: 23,286 shares as of March 10, 2025; less than 1% of shares outstanding .
- Unvested restricted shares: Includes 1,795 unvested restricted shares with voting power .
- Ownership guidelines: Directors must hold NBHC stock worth 5x annual board cash retainer within five years; as of March 10, 2025, all applicable directors met or exceeded the threshold except Ms. Gupta and Ms. Doyle (Joseph in compliance) .
| Metric | As of Mar 10, 2025 |
|---|---|
| Shares beneficially owned | 23,286 |
| Percent of class | <1% (asterisked in table) |
| Unvested restricted shares (included above) | 1,795 |
| Ownership guideline status | In compliance (≥5x cash retainer requirement) |
Shareholder Voting Signals
- Director election support (Joseph):
| Vote Metric | 2024 | 2025 |
|---|---|---|
| Votes For | 32,846,369 | 33,706,735 |
| Votes Withheld | 747,449 | 902,056 |
| Broker Non-Votes | 895,501 | 773,332 |
- Say-on-Pay (advisory) outcomes:
| Vote Metric | 2024 | 2025 |
|---|---|---|
| For | 32,823,141 | 33,998,269 |
| Against | 764,600 | 588,140 |
| Abstain | 6,077 | 22,382 |
| Broker Non-Votes | 895,501 | 773,332 |
Governance Assessment
- Independence and committee fit: Joseph is independent and placed on risk and governance-focused committees aligned with his regulatory background, supporting board effectiveness and oversight of financial reporting and related-party transactions .
- Engagement: Board and committee meeting cadence is robust; Joseph met the minimum attendance threshold, and all directors attended the annual meeting—positive indicator of engagement .
- Alignment: Director pay is majority equity and subject to meaningful ownership guidelines (5x cash retainer). Joseph is in compliance, reinforcing skin-in-the-game .
- Pay structure quality: No meeting fees; standardized retainers; independent pay consultant support; time-based restricted stock with straightforward vesting—low complexity and limited discretion, reducing pay-related risk .
- Conflicts and related-party exposure: Nominating & Governance Committee pre-approves related-person transactions; no Joseph-specific related-party transactions disclosed—no apparent conflicts or pledging/hedging flags in proxy .
- Shareholder support: Strong re-election votes and solid say-on-pay approvals in 2024–2025, reinforcing investor confidence in governance and compensation frameworks .
RED FLAGS: None disclosed specific to Joseph (no related-party transactions, no options repricing, no attendance shortfall, no pledging). Continued monitoring advisable for any future related-party transactions reviewed by the N&G Committee and for compliance with evolving ownership policies .