Robin A. Doyle
About Robin A. Doyle
Independent director of National Bank Holdings Corporation (NBHC) since March 2024; age 62 in the 2025 proxy . Serves on the Audit & Risk Committee and is designated an “audit committee financial expert” by SEC definition . Holds an MBA and BS in Accounting from Rutgers University; career includes 28 years at JPMorgan in senior risk, finance, and regulatory roles; earlier roles at Midlantic National Bank (now PNC), KPMG audit, and Prudential Insurance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan | Managing Director, Office of Regulatory Affairs; CFO, Risk Mgmt; SVP, Chase Home Finance; SVP, Accounting Policies | 28 years; retired 2021 | Executive member of JPM Board Risk Policy Committee; led risk governance, appetite, finance and technology |
| Midlantic National Bank (PNC) | Internal Audit | Not disclosed | Audit experience |
| KPMG | Audit Department | Not disclosed | Audit experience |
| Prudential Insurance Co. | Various roles | Not disclosed | Finance/audit experience |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Dress for Success Central New Jersey | Chair of Board; Executive Committee | Current | Governance leadership |
| EDM Council (Women’s Data Professional Group) | Advisory Board Member | Current | Data governance |
| GLEIF (Global Legal Entity Identifier Foundation) | Founding Board Member; Chair Audit & Finance; Vice Chair Governance | Prior | Risk/governance oversight |
| Rutgers Business School Center for Women in Business | Founding Board Member | Prior | Stakeholder outreach |
| Rutgers Business School Dean’s Advisory Board | Advisory Board Member | Prior | Academic advisory |
| NJ Junior Achievement | Board Member | Prior | Community engagement |
| Easter Seals of NJ | Board Member; Founded first audit committee | Prior | Governance design |
| Condo Owners Association | Treasurer; Board Member | Current | Financial stewardship |
Board Governance
- Committee assignments (as of 2025): Audit & Risk Committee member; Emerging Technologies Sub-Committee member (asterisk denotes sub-committee) .
- Audit & Risk Committee: quarterly meetings; chairs: Ralph W. Clermont; members include Doyle; Doyle and Clermont designated financial experts .
- Independence: Board affirmed independence of all directors except CEO in Feb 2025; Doyle is independent .
- Attendance: Board held 5 meetings in 2024; each director attended ≥75% of Board/committee meetings; all directors attended 2024 annual meeting; Board held 4 executive sessions without management in 2024 .
- Leadership: Ralph W. Clermont is Lead Independent Director with ex officio voting on all committees .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Director) | $75,000 | Paid quarterly, no meeting fees |
| Committee chair fees | Audit & Risk chair $30,000; Comp and Nom&Gov chairs $20,000 | Not applicable to Doyle (not a chair) |
| Lead Independent Director retainer | +$10,000 | Not applicable to Doyle |
| 2024 cash actually paid to Doyle | $59,135 | Pro-rated for her 2024 service; paid quarterly |
Performance Compensation
| Equity Component | Amount/Structure | Vesting/Terms |
|---|---|---|
| Annual restricted stock grant (2024) | $134,749 fair value | 50% vests 180 days post-annual meeting; 50% vests day immediately preceding next annual meeting; pro-rated for prior cycle |
| Standard annual director grant | $120,000 fair value ($140,000 for Lead Independent Director) | Same vesting schedule; equity ≥50% of director comp |
| 2024 unvested restricted stock (as of 12/31/2024) | 2,015 shares | Unvested RS with voting rights |
Director equity awards are time-based; NBHC does not use performance metrics for non-employee director equity (no PSUs/options for directors in the proxy), reinforcing independence from management KPIs .
Other Directorships & Interlocks
- Public company boards: None disclosed for Doyle beyond NBHC .
- Interlocks/Conflicts: Prior JPMorgan executive roles but no disclosed transactions with NBHC; related-party transactions are overseen by the Nominating & Governance Committee; only ordinary-course banking relationships disclosed at arm’s-length terms for directors/executives; no Doyle-specific related-party transactions disclosed .
Expertise & Qualifications
- NACD Directorship Certified; deep risk governance, accounting, finance, technology oversight experience from JPMorgan; substantial internal/external audit background .
- Recognized governance leadership across non-profits and standards bodies (GLEIF; founded audit committee at Easter Seals NJ) .
Equity Ownership
| Metric | 12/31/2024 | 03/10/2025 |
|---|---|---|
| Beneficial ownership (shares) | 3,265 | 3,265 |
| Unvested restricted shares (with voting rights) | 2,015 | 2,015 (as of 12/31/2024) |
| Percent of class | <1% (denoted “*”) | <1% (denoted “*”) |
Director Stock Ownership Guidelines: Must beneficially own NBHC shares equal to 5x annual cash retainer within 5 years; unvested RS and unexercised options do not count; directors below threshold must retain 50% of after-tax vested shares until met; as of March 10, 2025, Doyle is not yet at the threshold (joined March 2024) .
Insider Trades (Form 4 – most recent)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|
| 2024-03-18 | Form 3 (initial) | 0 | — | 0 | https://www.sec.gov/Archives/edgar/data/1475841/000141588924009039/0001415889-24-009039-index.htm |
| 2024-05-01 | Award (A) | 4,030 | $0.00 | 4,030 | https://www.sec.gov/Archives/edgar/data/1475841/000141588924012101/0001415889-24-012101-index.htm |
| 2024-10-28 | Tax withholding (F) | 765 | $45.50 | 3,265 | https://www.sec.gov/Archives/edgar/data/1475841/000141588924025794/0001415889-24-025794-index.htm |
| 2025-04-29 | Tax withholding (F) | 806 | $36.44 | 2,459 | https://www.sec.gov/Archives/edgar/data/1475841/000141588925011707/0001415889-25-011707-index.htm |
| 2025-04-30 | Award (A) | 3,318 | $0.00 | 5,777 | https://www.sec.gov/Archives/edgar/data/1475841/000141588925011707/0001415889-25-011707-index.htm |
| 2025-10-27 | Tax withholding (F) | 547 | $37.20 | 5,230 | https://www.sec.gov/Archives/edgar/data/1475841/000201646025000003/0002016460-25-000003-index.htm |
Governance Assessment
- Board effectiveness: Doyle adds materially to audit/risk oversight; designated audit committee financial expert; member of Emerging Technologies Sub-Committee supporting cybersecurity/AI risk oversight .
- Independence and attendance: Independent director; Board met 5 times in 2024 with ≥75% attendance by all directors; 4 executive sessions without management ensure robust oversight .
- Compensation alignment: Director pay is simple, predominantly equity, no meeting fees; vesting encourages continuity; ownership guidelines require 5x retainer with retention policy until met—Doyle not yet at threshold due to recent appointment (neutral, expected) .
- Conflicts: No related-party transactions disclosed for Doyle; any ordinary-course banking relationships are at market terms; Insider Trading Policy prohibits hedging and pledging by designated persons, reducing alignment risks .
- Shareholder support: Strong election results—2024 “for” votes 33,529,897; 2025 “for” votes 34,442,469—indicating high investor confidence .
- Overall signal: High-quality governance profile with deep risk and audit credentials, strong independence, and shareholder support; no evident red flags beyond normal ramp to meet ownership guidelines .
Director Compensation Detail (Program and Individual)
| Item | Program Standard | Doyle 2024 Actual |
|---|---|---|
| Cash Retainer | $75,000 | $59,135 (pro-rated) |
| Equity Grant (fair value) | $120,000 (Lead: $140,000) | $134,749 (includes pro-rated prior cycle) |
| Meeting Fees | None | None |
| Vesting | 50% at 180 days; 50% prior to next AGM | Same |
| Deferred Comp Eligibility | Eligible NDCP | Eligible; no Doyle deferrals disclosed |
Board Governance (Committee Table)
| Committee | Members (2025) |
|---|---|
| Audit & Risk (Chair: R.W. Clermont) | R.W. Clermont; R.E. Dean; R.A. Doyle; A. Gupta; F.J. Joseph; P. Sobers; M.F. Spring; A. Zeile |
| Compensation (Chair: A. Zeile) | A. Zeile; R.W. Clermont; R.E. Dean; A. Gupta |
| Nominating & Governance (Chair: R.E. Dean) | R.E. Dean; R.W. Clermont; F.J. Joseph; P. Sobers; M.F. Spring |
Equity Ownership & Alignment (Guidelines and Status)
- Director Stock Ownership Guidelines: 5x cash retainer within 5 years; Doyle below threshold as of March 10, 2025; retention requirement of 50% of after-tax vested shares until threshold met .
- Beneficial ownership: 3,265 shares (as of March 10, 2025); unvested RS 2,015 (as of 12/31/2024); <1% of class .
Risks & Red Flags
- Related-party/loans: Only ordinary-course banking relationships disclosed and at market terms; no Doyle-specific RPTs—low conflict risk .
- Hedging/pledging: Prohibited for designated persons under Insider Trading Policy—mitigates alignment concerns .
- Ownership guideline status: Not yet met due to recent appointment; retention policy in place—monitor progress (neutral) .
- Say-on-Pay risk indicator: High approvals in 2024 and 2025 signal investor comfort with governance and pay practices .
Shareholder Voting Signals (for election and pay)
| Item | 2024 Vote | 2025 Vote |
|---|---|---|
| Election of Robin A. Doyle (For/Withheld/Broker Non-Votes) | 33,529,897 / 63,921 / 895,501 | 34,442,469 / 166,322 / 773,332 |
| Say-on-Pay (For/Against/Abstain/Broker Non-Votes) | 32,823,141 / 764,600 / 6,077 / 895,501 | 33,998,269 / 588,140 / 22,382 / 773,332 |
Notes
- Board meeting cadence and executive sessions support effective independent oversight .
- Audit & Risk scope includes cybersecurity and quarterly updates; Emerging Technologies Sub-Committee supports oversight of new tech risks; Doyle’s background fits these mandates .
- Lead Independent Director structure and duties enhance governance safeguards .