Ralph W. Clermont
About Ralph W. Clermont
Ralph W. Clermont (age 77) is NBHC’s Independent Lead Director (since 2014) and has served on the Board since 2009; he is a CPA and retired KPMG LLP Managing Partner (St. Louis) with ~39 years of banking audit experience, and is designated an audit committee financial expert at NBHC . As Lead Independent Director, he is an ex officio member of all Board committees with full voting rights and regularly liaises with the CEO and directors, approves agendas, and presides over executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Managing Partner, St. Louis office; previously Partner-in-Charge, Midwest Financial Services practice; Partner since 1977 | 1969–2008 (retired 2008) | Member, Assurance Services Committee; Chair, Quality Improvement Audit Subcommittee; led audits of numerous banking organizations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cass Information Systems, Inc. (NASDAQ: CASS) | Director | Since Oct 2015 | Audit Committee and Governance Committee member |
| Cass Commercial Bank | Director | Not disclosed | Board member |
| NBH Bank; Bank of Jackson Hole Trust | Director (subsidiaries) | Not disclosed | NBH Bank and Bank of Jackson Hole Trust boards; member of Bank of Jackson Hole Trust Committee |
Board Governance
- Independence: The Board determined in Feb 2025 that all directors, except the CEO, are independent under NYSE/SEC rules; Clermont is independent .
- Leadership structure: Combined Chair/CEO, with a strong Lead Independent Director (Clermont) role; duties include agenda approval, executive sessions, ex officio voting membership on all committees, and shareholder availability .
- Attendance: In 2024, the Board held 5 meetings; each director attended at least 75% of Board/committee meetings; all directors attended the annual meeting .
- Committee memberships (current): Audit & Risk (Chair; also noted as Emerging Technologies Sub-Committee member), Compensation (member), Nominating & Governance (member); Lead Director is ex officio on all committees with voting rights .
- Committee cadence/oversight: Audit & Risk met 4 times in 2024; responsibilities include oversight of financial reporting, internal controls, cybersecurity, and external auditor; Board-designated audit committee financial experts include Clermont .
Fixed Compensation
| Component (Director) | Amount/Terms |
|---|---|
| Annual Board cash retainer | $75,000 (2024) |
| Lead Independent Director cash premium | +$10,000 (2024) |
| Audit & Risk Committee Chair cash premium | +$30,000 (2024) |
| Equity grant – Lead Independent Director | $140,000 grant date fair value in restricted stock (2024) |
| Vesting schedule | Annual grant on the day of the Annual Meeting; 50% vests 180 days after grant, 50% vests immediately prior to next Annual Meeting, subject to service |
| Meeting fees | None; directors are compensated via retainers only |
2024 compensation received by Mr. Clermont:
- Cash fees: $115,000 (Board retainer + Lead Director + Audit Chair) .
- Stock awards (RS): $140,000 grant date fair value .
- Total: $255,000 (2024) .
Performance Compensation
| Element | Details |
|---|---|
| Performance metrics | None disclosed for non-employee directors; equity is time-based restricted stock (no PSUs/options for directors in 2024) |
| Vesting/holding | Time-based vesting as above; no meeting fees; directors may defer under Nonqualified Deferred Compensation Plan |
| Ownership alignment policy | Directors must own stock worth 5x annual cash retainer within 5 years; as of Mar 10, 2025, all applicable directors complied, except Ms. Gupta and Ms. Doyle (recent appointees) |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Notes |
|---|---|---|
| Cass Information Systems, Inc. (CASS) | Clermont serves as director and committee member (audit, governance) | No NBHC Item 404 related-party relationship disclosed for Compensation Committee members (which include Clermont) in 2024 |
| Cass Commercial Bank | Clermont serves as director | No NBHC Item 404 related-person transaction disclosed for Clermont |
Expertise & Qualifications
- CPA; member of AICPA and Missouri Society of CPAs; deep banking audit and risk background (39+ years) .
- Designated “audit committee financial expert” by the Board .
- Lead independent director experience, with defined authorities enhancing board discipline and oversight .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notable Details |
|---|---|---|---|
| Ralph W. Clermont | 72,475 | <1% (denoted “*”) | Includes 2,094 unvested restricted shares with voting power; includes 59,939 shares owned by the Ralph W. Clermont Irrevocable Trust |
| Policy & compliance | — | — | Director ownership guideline = 5x annual cash retainer; as of Mar 10, 2025, all applicable directors in compliance except Ms. Gupta and Ms. Doyle |
| Pledging/Hedging | — | — | Insider Trading Policy prohibits hedging; designated persons (including NEOs) are prohibited from pledging; directors require pre-clearance; no pledging is disclosed for Clermont in ownership footnotes |
Governance Assessment
-
Strengths / positive signals
- Independent Lead Director with robust, codified authorities; ex officio voting member on all committees; leads executive sessions—enhances oversight in combined Chair/CEO structure .
- Chair of Audit & Risk and designated audit committee financial expert; committee oversees cybersecurity and external auditor independence; met 4 times in 2024 .
- Strong banking audit pedigree (ex-KPMG managing partner; 39+ years banking audit) supports risk and financial reporting oversight .
- Ownership alignment: Director stock ownership guidelines (5x cash retainer) broadly met across the board as of Mar 10, 2025 (exceptions limited to newer directors) .
- Attendance: Each director ≥75% of 2024 meetings; all attended annual meeting, indicating baseline engagement .
- No Compensation Committee interlocks or related-person transactions requiring Item 404 disclosure for Clermont in 2024 .
- Anti-hedging and anti-pledging restrictions (for designated persons) and pre-clearance for directors support alignment and trading discipline .
-
Watch items / potential red flags
- Auditor affiliation optics: Clermont is a retired KPMG partner, while KPMG is NBHC’s current independent auditor; though he retired in 2008 and the Board deems him independent, investors may scrutinize perceived auditor familiarity risk; KPMG audit fees were $1.315M (2024) and $1.440M (2023) .
- Attendance disclosure is at threshold level (≥75%) but not director-specific; investors may seek individual attendance data for sharper insight .
- Combined Chair/CEO persists; mitigated by strong Lead Director role, but some shareholders prefer independent chair structures .
Overall, Clermont’s deep financial expertise, leadership as Lead Independent Director, and committee roles are supportive of board effectiveness and investor confidence; perceived auditor familiarity should be transparently monitored alongside ongoing independence affirmations and robust Audit & Risk oversight .
Appendix: Committee Roster Snapshot (as of proxy date)
| Committee | Members |
|---|---|
| Audit & Risk (Chair: Clermont) | Ralph W. Clermont (Chair), Robert E. Dean, Robin A. Doyle*, Alka Gupta*, Fred J. Joseph, Patrick Sobers, Micho F. Spring, Art Zeile*; “*” denotes Emerging Technologies Sub-Committee members (Chair: Art Zeile) |
| Compensation (Chair: Art Zeile) | Art Zeile (Chair), Ralph W. Clermont, Robert E. Dean, Alka Gupta |
| Nominating & Governance (Chair: Robert E. Dean) | Robert E. Dean (Chair), Ralph W. Clermont, Fred J. Joseph, Patrick Sobers, Micho F. Spring |
Notes:
- Board meetings held in 2024: 5; Audit & Risk and Compensation each met 4 times (2024) .
- Lead Independent Director duties include agenda approval, executive sessions, ex officio voting membership on all committees, and shareholder availability .