Robert E. Dean
About Robert E. Dean
Independent director of National Bank Holdings Corporation since 2009; age 73. He chairs the Nominating & Governance Committee and also serves on the Audit & Risk and Compensation Committees. A private investor, Dean previously was Senior Managing Director and a board of managers member at Ernst & Young Corporate Finance LLC (2000–2003) and a corporate, banking and securities law partner at Gibson, Dunn & Crutcher LLP (1976–2000). He holds a Juris Doctor and a Bachelor of Arts; the Board identifies his core credentials as bank capital markets/M&A, bank regulatory, and public company governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gibson, Dunn & Crutcher LLP | Partner; co-chaired banking practice; Partner-in-Charge, Orange County office (1993–1996); member, firm executive committee (1996–1999) | 1976–2000 | Advised bank clients on capital markets and M&A (including FDIC-assisted) transactions; leadership roles in office and firm governance |
| Ernst & Young Corporate Finance LLC (subsidiary of EY LLP) | Senior Managing Director; member, board of managers | 2000–2003 | Led corporate finance engagements; broker-dealer subsidiary governance role |
External Roles
| Organization | Role | Since | Committee Roles |
|---|---|---|---|
| Cornerstone Strategic Investment Fund (CLM) | Director | Nov 2014 | Audit; Nominating & Governance committees |
| Cornerstone Total Return Fund (CRF) | Director | Nov 2014 | Audit; Nominating & Governance committees |
| Condominium Owners Association | President and Director | n/a | Board leadership (community association) |
Board Governance
- Committee assignments (as of the proxy date): Chair, Nominating & Governance; Member, Audit & Risk; Member, Compensation .
- Independence: The Board affirmed in Feb 2025 that all directors except the CEO (Mr. Laney) are independent under NYSE and SEC rules (Dean included) .
- Attendance and engagement: In 2024, the Board held five meetings; every director attended at least 75% of Board and committee meetings, and all directors attended the annual meeting. The Board met in executive session four times (led by the Lead Independent Director); committees also held executive sessions . Audit & Risk, Compensation, and Nominating & Governance Committees each met at least quarterly in 2024 (Audit met four times; Compensation met four times; Nominating & Governance met four times) .
- Board structure context: Independent Lead Director (Ralph Clermont) in place; each director serves a one-year term (no classified board) .
Fixed Compensation
| Element | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual Board cash retainer | $75,000 | Paid quarterly in arrears; no meeting fees |
| Committee Chair retainer (Nominating & Governance) | $20,000 | Chair premium; Audit Chair $30,000; Comp Chair $20,000 |
| Dean – Cash fees (total) | $95,000 | Sum of $75,000 retainer + $20,000 N&G Chair fee |
| Dean – 2024 stock award grant-date fair value | $120,000 | Time-vested restricted stock; valuation under ASC 718 |
| Dean – 2024 total director compensation | $215,000 | Cash $95,000 + stock $120,000 |
Compensation structure and levels are reviewed by the Nominating & Governance Committee with an independent consultant (Pay Governance); last comprehensive director pay review in Nov 2022 with changes effective Jan 1, 2023 . No per-meeting fees; directors generally receive no perquisites; expense reimbursement provided .
Performance Compensation
| Equity Instrument | 2024 Grant Policy | Vesting | Notes |
|---|---|---|---|
| Time-vested restricted stock (non-employee directors) | Annual grant on the day of the Annual Meeting; $120,000 grant-date fair value for directors (Lead Independent Director $140,000; Doyle prorated) | 50% vests 180 days after grant; 50% vests immediately before the next Annual Meeting, subject to continued service | No stock options were granted in 2024; the company does not currently plan to grant options to directors |
No performance-conditioned (PSU/TSR) awards are disclosed for non-employee directors; equity is purely time-based .
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Compensation Committee service and interlocks | In 2024, Dean served on the Compensation Committee (members: Zeile, Clermont, Dean, Gupta). None had relationships requiring disclosure under Item 404 of Regulation S‑K; no executive officer of NBHC served as a director/compensation committee member of another entity with reciprocal executive service on NBHC’s Board/Compensation Committee . |
| Current public company boards | Director of two Cornerstone closed-end funds: Strategic Investment (CLM) and Total Return (CRF); serves on each fund’s audit and nominating/governance committees . |
Expertise & Qualifications
- Bank capital markets and M&A transactions, including FDIC-assisted deals .
- Bank regulatory and public company corporate governance expertise .
- Senior legal leadership and firm governance experience (Partner-in-Charge; executive committee) .
- Service on audit and governance committees at external closed-end funds .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (NBHC Class A) | 30,094 shares as of March 10, 2025; less than 1% of class (*) |
| Shares outstanding basis for calculation | 38,383,897 shares (includes 289,792 unvested restricted shares entitled to vote) as of March 10, 2025 |
| Unvested restricted stock (director) | 1,795 unvested restricted shares as of Dec 31, 2024 (per director, including Dean) |
| Director stock ownership guideline | 5x annual board cash retainer within five years; must retain 50% of after-tax vested shares until met |
| Compliance status | As of March 10, 2025, all applicable directors were in compliance, except Ms. Gupta and Ms. Doyle (recent appointees) |
| Hedging and pledging | Company policy prohibits hedging and prohibits pledging/hypothecation of Company securities by designated persons (including directors) |
Governance Assessment
- Strengths for investor confidence:
- Independent director with multi-committee workload; chairs Nominating & Governance, indicating central role in board composition, evaluation, and related-party oversight .
- Documented attendance and engagement (≥75% attendance in 2024; all directors attended annual meeting; regular executive sessions) .
- Clear equity alignment: 2024 pay comprised $120,000 equity vs $95,000 cash, consistent with policy for equity-predominant director compensation; ownership guideline of 5x retainer and in-compliance status as of March 10, 2025 (except newer directors) .
- Risk-mitigating policies: anti-hedging/anti-pledging; no Compensation Committee interlocks or Item 404 relationships for committee members; related-party transactions overseen by N&G and limited to ordinary-course bank dealings on market terms .
- Potential watch items:
- Long service (director since 2009) may raise tenure/refreshment questions for some investors; the Board notes recent refreshment with three additions since 2021 (Doyle 2024; Sobers and Gupta in 2021) .
- Ordinary-course banking relationships with directors are disclosed at a high level (not dean-specific) but are represented as market-based with normal risk characteristics .
Overall signal: Dean’s profile reflects deep banking legal/regulatory and capital markets expertise, independence, consistent engagement, and equity alignment, with structural governance safeguards (ownership guidelines; hedging/pledging prohibitions) that support investor confidence .