Nicole L. Van Denabeele
About Nicole L. Van Denabeele
Executive Vice President and Chief Financial Officer of National Bank Holdings Corporation (NBHC) since September 2024; previously Chief Accounting Officer (2018–Sep 2024) and President of Bank Midwest (Sep 2020–Jun 2024). Age 44; holds a Master of Accounting and Information Systems and a Bachelor of Accounting and Business Administration; certified public accountant; boards: NBH Bank and Bank of Jackson Hole Trust . Education noted as University of Kansas on NBH Bank site . 2024 short‑term incentive payout was 140.4% of target driven by HoldCo metrics and qualitative achievements; her individual performance component was assessed at 115% achievement (payout at 138% of target) . Long‑term incentives include PSUs tied to cumulative EPS, relative TSR vs KRX, and relative ROTA, with TSR capped at target if absolute TSR is negative .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NBHC | Chief Accounting Officer | 2018–Sep 2024 | Led accounting; prepared for CFO role and transitioned teams effectively . |
| Bank Midwest (division of NBH Bank) | President | Sep 2020–Jun 2024 | Division leadership; operational oversight contributing to broader NBHC execution . |
| Polsinelli (law firm) | Controller | Prior to NBHC | Financial operations and controls experience . |
| UMB Financial Corporation | SVP, Assistant Controller | Prior to NBHC | Corporate accounting leadership . |
| Deloitte | Audit Manager (after 6 years in audit) | Prior to UMB | External audit expertise; foundation for rigorous financial reporting . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NBH Bank | Director; Trust Committee member | Current | Governance and oversight at bank subsidiary . |
| Bank of Jackson Hole Trust | Director; Trust Committee member | Current | Trust governance and risk oversight . |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | 292,692 | 2024 salary earned; salary increased from $290,000 to $340,000 upon CFO appointment . |
| Employment Agreement Base Floor ($) | ≥340,000 | Annual base no less than $340,000, reviewed annually . |
| Target Bonus % | 46.7% (FY2024, pro‑rated); ≥60% thereafter | 2024 pro‑rated due to Sept 10, 2024 appointment; minimum 60% in each fiscal year thereafter . |
| Actual STIP Payout ($) | 191,874 | Total calculated payout 140.4% of target . |
| All Other Compensation ($) | 238,138 | Includes 401(k) match $10,350; NDCP match $11,781; life insurance imputed $232; relocation benefits $125,247; tax payments related to relocation $90,528 . |
| Total Compensation ($) | 839,592 | Summary Compensation Table . |
Performance Compensation
2024 Short‑Term Incentive Plan (STIP) Design and Payout
| Metric | Weighting | Target | Actual Achievement | Payout Mechanics |
|---|---|---|---|---|
| HoldCo quantitative metrics | 70% (for HoldCo executives) | Threshold/Target/Max structure | Company‑level performance; thresholds required for payout | Interpolated payouts between threshold, target, max; max 157.5% for HoldCo execs . |
| ERM and “Doing Good” qualitative | Part of qualitative component | — | Achieved at 115% (payout at 138% of target) | Committee considered asset quality (Tier 1 capital ratio 13.2%), regulatory standing, risk management, liquidity diversification, ESG/community initiatives . |
| Individual performance (Van Denabeele) | Part of qualitative | — | 115% achievement | Recognized successful transition to CFO, team leadership, and role in financial planning; payout at 138% of target . |
| STIP Opportunity (2024) | Base used | Threshold (% target) | Target ($) | Maximum (% target) | Maximum ($) |
|---|---|---|---|---|---|
| Nicole L. Van Denabeele | 292,692 | 50% | 136,687 | 157.5% | 215,282 . |
| Final 2024 STIP Payout | Payout (% of target) | Payment ($) |
|---|---|---|
| Nicole L. Van Denabeele | 140.4% | 191,874 . |
2024 Long‑Term Incentives (Grant Values and Instruments)
| Instrument | Grant Date | Committee Approval | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Restricted Stock (time‑based) | 04/01/2024 | 02/27/2024 | 1,016 | 35,977 | 3 equal annual installments; first on 04/28/2025 . |
| PSUs (EPS/TSR/ROTA) | 04/01/2024 | 02/27/2024 | Threshold 510; Target 1,019; Max 1,529 | 35,911 | 3‑year performance period; EPS (cumulative), TSR vs KRX (Monte Carlo), relative ROTA; TSR cannot settle > target if absolute TSR negative . |
| Restricted Stock (pro‑rated CFO grant) | 11/05/2024 | 11/05/2024 | 998 | 45,000 | 3 equal annual installments; first on 10/01/2025 . |
| 2024 Equity Award Mix | Value (% salary basis) | Equity Value ($) | PSU Approx. Value | Restricted Stock Approx. Value |
|---|---|---|---|---|
| Nicole L. Van Denabeele | 34% | 117,000 | 31% | 69% (annualized basis; CFO equity % based on $340,000) . |
PSU Maximum Value Disclosure (SEC rule assumption, 2024 cohort)
| Metric Component | Max Value (2024) |
|---|---|
| Cumulative EPS PSU (2024 award) | $17,953 . |
| Relative ROTA PSU (2024 award) | $17,953 . |
| TSR PSU (market‑condition) | $17,961 . |
2024 Exercises/Vesting (Liquidity/pressure indicators)
| Action | Shares | Value Realized ($) |
|---|---|---|
| Options exercised (Aug 22, 2024) | 2,652 | 38,752 . |
| Stock awards vested (PSUs and restricted) | 1,726 | 59,234 . |
Equity Ownership & Alignment
| Beneficial Ownership (as of Mar 10, 2025) | Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 13,525 | ~0.035% (13,525 / 38,383,897) | Company calculated outstanding: 38,383,897 shares including 289,792 unvested restricted with voting rights . |
| Unvested restricted shares (voting) | 2,737 | n/a | Count toward voting but not ownership guideline until vested (guideline counts vested restricted and owned shares) . |
| Options exercisable (≤60 days) | 2,090 | n/a | Included in individual’s beneficial ownership for SEC rules . |
- Stock ownership guidelines for executives: CFO must own 3× base salary; until threshold met, must retain 50% of after‑tax vested shares/options; unvested restricted and unexercised options do not count. As of March 10, 2024, Van Denabeele had not yet met the threshold (became subject to guideline upon CFO appointment) .
- Anti‑hedging/anti‑pledging: Hedging and short sales prohibited; designated persons (including NEOs) prohibited from pledging/hypothecation. Insider Trading Policy referenced as Exhibit 19.1 to 2024 Form 10‑K .
- NDCP participation (deferred compensation): 2024 executive contributions $15,708; company match $11,781; earnings $22,991; Year‑end balance $186,952 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date | Sep 10, 2024; auto‑renews for one‑year terms ending Dec 31 unless 90 days’ notice before expiration . |
| Base salary | No less than $340,000; reviewed annually . |
| Target cash bonus | 46.7% for FY2024 (pro‑rated); no less than 60% of base salary thereafter; reviewed annually . |
| Benefits/perquisites | Benefits, fringe benefits, and perquisites on terms no less favorable than other senior execs; relocation/tax payments in 2024 detailed above . |
| Restrictive covenants | Non‑compete and non‑solicit during employment and: (a) 2 years post‑termination if terminated without cause or resigns for good reason within 2 years after a change in control; (b) 1 year post‑termination for other terminations . |
| Clawback | Employment agreement clawback; equity award clawbacks; 2023 compensation recovery policy per NYSE/SEC rules . |
| 4999 cutback | Payments reduced to avoid excise tax under Section 4999 unless better after‑tax to receive all payments (i.e., no gross‑ups) . |
Severance and Change‑of‑Control Economics (2024 potential payments disclosure)
| Scenario | Cash Severance ($) | Stock Option Vesting ($) | Restricted Stock Vesting ($) | Total ($) |
|---|---|---|---|---|
| Voluntary resignation without good reason | — | — | — | — . |
| Voluntary resignation with good reason or involuntary termination not for cause (pre‑CIC) | 668,561 | — | — | 668,561 . |
| Involuntary termination or resignation with good reason following CIC (double trigger) | 1,090,061 | 13,601 | 268,479 | 1,372,141 . |
| Change in control with no termination | — | — | — | — . |
| Death or disability (no CIC) | — | 13,601 | 117,855 | 131,456 . |
| Death or disability following CIC | — | 13,601 | 268,479 | 282,080 . |
- Equity awards (time‑based RS/options) are double‑trigger: if replacement awards provided at CIC, full vest on qualifying termination within two years; if no replacement award, vest at CIC .
- Company policy: no tax gross‑ups on CIC payments .
Compensation Structure Analysis
- Pay mix and risk: For non‑CEO NEOs, 58% of compensation at risk; capped STIP payouts at 157.5% (HoldCo executives); PSU payouts capped at 150% .
- Shift to RSUs vs options: Company stated no grants of stock options in 2024 and does not currently plan to grant options; time‑based restricted stock and PSUs constitute LTI, reducing leverage vs options (lower risk of over‑incentivizing upside) .
- Ownership alignment mechanics: Strong retention requirement until ownership guideline met; anti‑hedging/pledging policy; double‑trigger equity acceleration only, mitigating single‑trigger windfalls .
- Discretion vs metrics: STIP includes qualitative components (ERM/Doing Good and individual performance) with documented achievement levels; quantitative HoldCo metrics require threshold attainment for payout .
Investment Implications
- Alignment and retention: Ownership guideline (3× salary) with retain‑50% rule and anti‑pledging/hedging policies suggests constructive alignment; not yet at threshold implies continued net share retention, potentially reducing net selling pressure near vest dates .
- Near‑term supply dynamics: 2024 vesting and option exercises (1,726 vested; 2,652 options exercised) indicate routine liquidity events; upcoming restricted stock vesting tranches on 04/28/2025 and 10/01/2025 may coincide with Form 4 filings and modest incremental supply, tempered by retention requirements .
- Separation economics: Double‑trigger CIC protection with disclosed potential payments ($1.37M total under CIC termination) is moderate vs peers, with clawbacks and 4999 cutback; non‑cause pre‑CIC severance of ~$0.67M reduces abrupt departure risk while limiting shareholder dilution in change‑of‑control scenarios .
- Execution signals: Individual performance assessed at 115% and STIP payout 140.4% suggest management confidence in her transition and leadership of FP&A; PSU metrics tied to EPS, relative TSR (KRX index) and ROTA align incentives with shareholder returns and profitability quality .
Note: Attempts to fetch recent Form 4 insider transactions via the insider-trades skill failed due to an upstream authorization error (HTTP 401), so trading activity beyond proxy tables could not be included. The analysis relies on proxy disclosures for exercises/vesting and outstanding positions.