Richard U. Newfield, Jr.
About Richard U. Newfield, Jr.
Richard U. Newfield, Jr. is Executive Vice President and Chief Risk Management Officer (CRMO) of National Bank Holdings Corporation, serving in the role since 2011 and holding the same position at NBH Bank and Bank of Jackson Hole Trust; he also sits on both subsidiary boards and the BOJHT Trust Committee . He previously led Business Services Credit at Regions Bank after a 23‑year career at Bank of America in senior roles spanning risk management, credit, commercial banking, global bank debt, and corporate marketing; he has significant experience in business-model development, M&A integrations, and credit process reengineering; he holds an MBA and a BS in Advertising . Newfield’s 2024 incentive outcomes reflect strong enterprise risk management and asset quality performance: Company Core Net Income reached $124.4 million (non‑GAAP) and the Non‑Performing Assets ratio achieved 0.47%, driving above‑target STIP payouts; ERM/Doing Good achieved 115% of target and his individual qualitative performance was assessed at 80% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Regions Bank | Head of Business Services Credit | 2008–2011 | Led credit oversight; experience integrating businesses during mergers and reengineering credit processes . |
| Bank of America | Senior roles in risk/credit/commercial banking/global bank debt/corporate marketing | 23 years | Designed risk and credit policy; led credit process reengineering and governance initiatives across major banking businesses . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NBH Bank (subsidiary) | Board member | Current | Governance oversight; Trust Committee member supporting fiduciary risk controls . |
| Bank of Jackson Hole Trust (subsidiary) | Board member and Trust Committee member | Current | Trust governance and risk oversight within fiduciary services . |
Fixed Compensation
| Metric (2024) | Value | Notes |
|---|---|---|
| Base salary ($) | $425,846 | Paid in 2024; committee increased rate from $412,000 to $430,000 in April 2024 . |
| Target bonus (% of salary) | 65% | STIP target structure for CRMO . |
| Actual STIP bonus ($) | $352,227 | Total 2024 STIP payment . |
| All other compensation ($) | $36,995 | Includes 401(k) match $10,350, NDCP match $23,957, imputed life insurance $2,574 . |
Performance Compensation
2024 Short‑Term Incentive Plan (STIP)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout mechanics |
|---|---|---|---|---|---|---|
| Core Net Income (non‑GAAP, $000s) | 40% | $102,129 | $120,152 | $126,160 | $124,395 | Interpolated; weighting achieved 54.1% . |
| Asset Quality (Non‑Performing Assets Ratio) | 30% | 0.80% | 0.65% | 0.50% | 0.47% | Interpolated; weighting achieved 45.0% . |
| ERM & Doing Good (qualitative) | 15% | 80% | 100% | 120% | 115% | Payout factor 138% of target component . |
| Individual (qualitative – CRMO) | 15% | 80% | 100% | 120% (200% cap) | 80% | Payout factor 50% of target component . |
| Total STIP payout vs target | — | — | — | — | — | 127.2% of target; paid $352,227 . |
Definitions: Core Net Income excludes specified non‑recurring items; NPA ratio = non‑performing assets to total loans and OREO; qualitative ERM includes regulatory relationships, liquidity diversification, and community initiatives .
2024 Long‑Term Incentives (Grant date: April 1, 2024)
| Award type | Shares / value | Vesting | Performance metrics / weights |
|---|---|---|---|
| Performance Stock Units (PSUs) | Target 5,957 units; grant date FV $209,935 | Vests March 1, 2027; dividends accrue and pay on earned units . | 3‑yr Cumulative Adjusted EPS 33%; 3‑yr rTSR vs S&P 600 Regional Banks 33%; 3‑yr Relative ROTA 33%; payout 50%/100%/150% at threshold/target/max . |
| Restricted Stock (time‑based) | 5,930 shares; grant date FV $209,981 | Vests 1/3 annually; first tranche April 28, 2025; dividends paid at shareholder rate . |
2022 PSU vesting outcome: 3‑yr adjusted EPS $10.53 (150% payout on EPS component) and 36th percentile rTSR (53% payout), total PSU payout 111% of target (company‑wide) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 188,808 shares; includes 8,779 unvested restricted shares with voting power and 37,876 shares issuable upon exercise of options; “percent of class” is <1% (*) . |
| Stock ownership guidelines | CRMO required to hold 2x base salary; only vested shares count; 50% of after‑tax vested awards retained until threshold met; as of March 10, 2024 Mr. Newfield had achieved the threshold . |
| Insider policy (hedging/pledging) | Hedging and pledging prohibited for designated persons, including NEOs . |
| 2024 option exercise / stock vesting | Exercised 19,259 options (value realized $514,328); 7,342 shares vested from stock awards (value $251,597) . |
Selected outstanding equity as of 12/31/2024 (illustrative lines):
- Options exercisable: 6,607 @ $34.04 (exp. 3/1/2027); 8,934 @ $32.65 (exp. 3/1/2028); 8,783 @ $34.08 (exp. 4/1/2029); 6,606 @ $40.16 (exp. 4/1/2031) .
- Options mixed status: 4,534 exercisable / 2,268 unexercisable @ $40.83 (exp. 4/1/2032); 2,412 exercisable / 4,824 unexercisable @ $33.46 (exp. 4/1/2033) .
- Unvested restricted stock and PSUs reflected at target in the proxy’s award tables .
Employment Terms
| Provision | Key terms |
|---|---|
| Employment agreement | Amended & restated Nov 17, 2015; auto‑renews annually unless 90‑day notice; base salary floor $325,000; target bonus floor ≥60% of base; standard benefits/perquisites . |
| Restrictive covenants | Non‑compete/non‑solicit during employment; post‑employment: 2 years if terminated without cause or resigns with good reason within 2 years of CIC; 1 year for other terminations . |
| Clawbacks | Employment and equity awards include clawbacks for misconduct/financial restatements; Company adopted NYSE/SEC‑compliant Compensation Recovery Policy Nov 2023 . |
| Severance (no CIC) | Lump sum = 1x base salary + the greater of target annual bonus or prior year bonus; plus pro‑rated bonus; subject to release . |
| Change‑in‑control (CIC) severance | Lump sum = 2x base salary + 2x the greater of target annual bonus or prior year bonus; plus earned/unpaid compensation; pro‑rated bonus (except for certain roles); subject to release . |
| Equity treatment (CIC) | Double‑trigger for time‑based RS/options; PSUs earned at higher of target/actual pre‑CIC; earned PSUs continue service vesting to original end date; if no replacement award, vest at CIC . |
| Equity treatment (death/disability) | All unvested equity (including 2UniFi units) vest; PSUs forfeited upon death/disability outside CIC; service condition waived for earned PSUs upon qualifying termination post‑CIC . |
| Corporate aircraft | Personal use allowance up to 10 flight hours/year for CRMO; in 2024, no personal use by CRMO . |
| Tax gross‑ups | Company states no tax gross‑ups on CIC payments broadly (program feature) . |
Compensation Structure Analysis
- Mix and trajectory: For Newfield, 2024 stock awards grant‑date value rose to $419,916 from $262,653 in 2023; STIP cash rose to $352,227 from $345,730; salary increased from $406,000 to $425,846, reflecting greater equity weighting consistent with pay‑for‑performance .
- Plan design risk controls: Maximum STIP payouts capped; PSUs include negative‑TSR governor; hedging/pledging prohibited; repricing of options prohibited; clawbacks enhanced in 2023, indicating strong compensation governance .
Equity Ownership & Alignment (Guideline Compliance)
| Guideline | Requirement | Status |
|---|---|---|
| CRMO Ownership Guideline | 2x base salary in vested shares | Achieved as of March 10, 2024 . |
| Insider Policy | No hedging/pledging; blackout and pre‑clearance for designated insiders | In place . |
Investment Implications
- Alignment and retention: Double‑trigger CIC equity vesting and 2x CIC cash multiple provide retention through change scenarios while maintaining balanced governance (no broad CIC gross‑ups); ownership guideline achieved and anti‑hedging/pledging policy strengthens alignment .
- Performance‑linked pay: STIP and PSUs tie payouts to Core Net Income, asset quality, and relative TSR/ROTA, indicating rigorous risk‑adjusted incentives; 2024 STIP paid at 127.2% of target for Newfield, with strong asset quality and ERM outcomes .
- Selling pressure signals: 2024 option exercise (19,259 shares; $514,328 realized) and ongoing vesting may create periodic liquidity events, but pledging/hedging restrictions mitigate alignment risks .
- Governance strength: Clawbacks across agreements and policies, prohibition on repricing, and high say‑on‑pay support (97.7% approval in 2024) suggest investor‑friendly oversight of executive pay programs .