Micho F. Spring
About Micho F. Spring
Independent director of National Bank Holdings Corporation (NBHC), age 75, serving since 2009. She sits on the Audit & Risk Committee and the Nominating & Governance Committee, and also serves on the boards of NBH Bank and Bank of Jackson Hole Trust, NBHC’s wholly owned subsidiaries. Spring is currently a senior advisor at Weber Shandwick; previously a senior executive there (1992–2022) and CEO of a Boston telecommunications company. She holds a Master’s in Public Administration and brings extensive public policy and public relations expertise, plus prior financial institution experience (director of Citizens Bank of Massachusetts). The Board designates her as an independent director under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weber Shandwick | Senior executive: Chief Reputation Officer; Chair, Global Corporate Practice; President, New England | 1992–2022 | Corporate reputation and communications leadership |
| Boston Telecommunications Company | Chief Executive Officer | Not disclosed | Operating leadership |
| City of Boston | Deputy Mayor and Chief of Staff to Mayor Kevin H. White | Not disclosed | Municipal governance; executive leadership |
| New York City government | Government service | 4 years (prior to Boston role) | Public administration experience |
| Citizens Bank of Massachusetts | Director | Not disclosed | Board oversight of a major state-chartered bank |
External Roles
| Organization | Current Role | Tenure | Notes |
|---|---|---|---|
| Weber Shandwick | Senior Advisor | Current | Advisory capacity to global communications firm |
| Greater Boston Chamber of Commerce | Chair Emeritus; Executive Committee member | Current | Regional business leadership and governance |
| Mass General Brigham (formerly Partners Healthcare) | Member, Corporation | Current | Health system governance involvement |
| NACD New England | Board member (civic) | Current | Director education and governance network |
| John F. Kennedy Library Foundation | Board member (civic) | Current | Nonprofit governance |
| Friends of Caritas Cubana | Board member (civic) | Current | Nonprofit governance |
| Whitehead Institute at MIT | Board member (civic) | Current | Scientific institute governance |
Board Governance
- Independence: Identified as an Independent Director; NBHC’s standing committees are comprised solely of independent directors .
- Committees: Audit & Risk Committee member; Nominating & Governance Committee member; not a chair; not listed on the Emerging Technologies Sub-Committee (asterisk denotes members; Spring is not marked) .
- Attendance: Board held five meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Board met in executive session four times in 2024, led by the independent Lead Director; committees also meet in executive session .
- Subsidiary boards: Serves on NBH Bank and Bank of Jackson Hole Trust boards, enhancing oversight across the banking subsidiaries .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Board cash retainer | $75,000 | Deferred under NBHC’s Nonqualified Deferred Compensation Plan |
| Committee chair fees | $0 | Not a chair; Audit & Risk chair receives $30,000; Compensation and N&G chairs receive $20,000 (for context) |
| Lead Director incremental retainer | $0 | Not applicable to Spring; Lead Director receives +$10,000 |
| Meeting fees | $0 | NBHC pays no individual meeting fees |
| Reimbursements/perquisites | Standard expense reimbursement; generally no personal perquisites for directors | Policy statement |
- Structure principles: Director pay predominately equity-based (≥50%), with stock ownership requirements; no meeting fees to reduce administrative burden .
Performance Compensation
| Award | Grant Timing | Grant Date Fair Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| Restricted stock | Annual grant on day of Annual Meeting | $120,000 | 50% vests 180 days after grant; 50% vests the day immediately preceding next Annual Meeting; continued service required | None disclosed (time-based vesting only) |
- 2024 Director Compensation total for Spring: $195,000 ($75,000 cash; $120,000 equity) .
- Equity-heavy mix aligns with pay-for-performance philosophy for directors via long-term ownership, but awards are time-based rather than performance-conditioned .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| NBH Bank | Subsidiary | Director | Standard bank subsidiary governance; enhances risk oversight; ordinary-course transactions policy applies |
| Bank of Jackson Hole Trust | Subsidiary | Director | Trust operations oversight; ordinary-course transactions policy applies |
- No current public company directorships for Spring are disclosed in NBHC’s proxy; prior public bank board experience at Citizens Bank of Massachusetts noted .
Expertise & Qualifications
- Public policy, corporate reputation, communications, and financial institutions knowledge; senior executive experience in global communications; prior senior municipal roles; MPA degree .
- Committee-relevant experience: Audit & Risk oversight and governance (risk, compliance, strategy); N&G responsibilities include director compensation policy, related party transaction approvals, and governance policies .
Equity Ownership
| As of | Beneficial Ownership (shares) | Unvested Restricted Shares | Ownership % of Class | Shares Outstanding Basis |
|---|---|---|---|---|
| March 10, 2025 | 41,050 | 1,795 | <1% (asterisked in table) | 38,383,897 (incl. 289,792 unvested RS entitled to vote) |
- Stock ownership guidelines: Directors must beneficially own NBHC stock worth 5× annual cash retainer within five years; unvested restricted shares and unexercised options do not count; those not at threshold must retain 50% of after-tax vested shares. As of March 10, 2025, all applicable directors complied except Ms. Gupta and Ms. Doyle (Spring is in compliance) .
- Pledging/Hedging: No pledging by Spring disclosed; director footnotes for Spring show unvested RS only; no options listed for Spring .
Insider Trades
| Date | Transaction | Shares | Price | Value | Post-Transaction Ownership |
|---|---|---|---|---|---|
| 2025-11-11 | Open market sale (Form 4) | 6,214 | $37.14 | $230,787 | 35,663 shares directly owned post-transaction |
| 2025-10-27 | Share withholding for taxes (Form 4) | 414 | $37.20 | $15,401 | Not specified in source |
- Multiple 2025 Form 4 filings appear on NBHC’s investor relations site (March–May), consistent with annual director equity grants and related changes in beneficial ownership; specific counts/terms should be referenced directly from each Form 4 filing .
Governance Assessment
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Strengths:
- Independent director; robust committee participation on Audit & Risk and Nominating & Governance; Board and committees regularly hold executive sessions; clear Lead Independent Director structure .
- Director compensation aligned to long-term ownership with ≥50% equity and stock ownership guidelines; Spring is compliant with guidelines .
- Audit & Risk oversight includes market/credit/liquidity/cyber risks; N&G oversees director pay, independence, and related party transactions; formal policy and committee approval requirements in place .
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Potential Signals/Watch Items:
- Insider sale of 6,214 shares in November 2025 at ~$37.14 (about 15% of holdings per third-party article), potentially a neutral-to-cautious signal; however, sales can be for personal liquidity and do not alone indicate diminished confidence .
- Ordinary-course banking transactions with executives/directors are disclosed at market terms and subject to policy; no specific related-person transactions are disclosed for Spring, mitigating conflict risk .
-
RED FLAGS: None explicitly disclosed for Spring. No reported pledging/hedging, no related-party transactions tied to her, and attendance met Board expectations .
Overall, Spring’s long tenure, independence, and governance-heavy committee work support board effectiveness; equity-heavy director pay and ownership guideline compliance bolster alignment. The noted 2025 insider sale merits monitoring in context of broader insider activity and performance, but standing policy controls (Related Person Transactions, risk oversight) and attendance/executive session practices underpin investor confidence .