Brad Henderson
UMB FINANCIALAbout Brad Henderson
Bradley J. Henderson (age 45) is an independent director of UMB Financial Corporation, appointed in 2025; he brings technology, operations, and financial-services transformation expertise as CEO of P33 and a former senior partner and managing director at Boston Consulting Group (Chicago) . He holds a BA and MA from the University of Chicago (Phi Beta Kappa) and studied at Oxford as a Rhodes Scholar . As of February 28, 2025, he beneficially owned 919 UMBF shares, less than 1% of the outstanding class .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Consulting Group (BCG) | Senior Partner & Managing Director, Chicago office | 19 years through 2019 | Advised leading U.S. financial institutions on IT and operations strategy and transformation |
| Interfaith America | Board Chair | 2014–2024 | Led board governance of national interfaith nonprofit |
| Heartland Financial USA, Inc. (HTLF) | Director | May 2024 – Jan 2025 | Banking oversight ahead of acquisition by UMB (closed Jan 31, 2025) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| P33 (Chicago) | Chief Executive Officer | 2019–present | Leads nonprofit driving Chicago’s global tech leadership and inclusivity |
| Southern Company Gas (subsidiary of Southern Company) | Director | 2023–present | Utility subsidiary board service |
| Rush Hospital | Director | 2019–present | Healthcare system governance |
| Zavier Warde School | Director | 2022–present | Education nonprofit governance |
| Xchange Chicago | Director | 2023–present | Civic/innovation engagement |
| Chicago Council on Global Affairs | Director | 2014–present | Foreign policy/civic leadership |
Board Governance
- Independence: The Board determined Henderson is independent under SEC and NASDAQ standards; independent directors comprise more than three-quarters of the Board .
- Committee memberships and roles:
- Audit Committee: Member; joined January 2025; not Chair. The Chair is Gordon E. Lansford III; other members include Gallagher, Hopkins, Susan G. Murphy, Timothy R. Murphy, and Kris A. Robbins .
- Risk Committee: Member; joined January 2025; not Chair. The Chair is Kris A. Robbins; other members include Beery, Gallagher, Hopkins, Lazo, Susan Murphy, Peterman, Sosland, and Leroy Williams Jr. .
- Lead Independent Director: Greg M. Graves (serving ~8 years) also Chairs the Governance Committee and convenes executive sessions of independent directors .
- Attendance: In 2024 the Board met six times; committees met regularly and each director attended at least 75% of Board and committee meetings served; Henderson joined in 2025 so no 2024 attendance data applies to him .
- Related-party transactions: The Audit Committee oversees and approves RPTs per a formal policy; the Board reviewed independent directors’ banking relationships and concluded none required SEC disclosure or impaired independence .
Fixed Compensation (Director Pay Framework)
| Component | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $60,000 | Non-employee directors; paid quarterly in arrears |
| Meeting fees | $0 | No separate fees for Board meeting attendance |
| Lead Independent Director retainer | $35,000 (cash) | Additional annual retainer |
| Committee Chair retainers | Audit: $30,000; Compensation: $20,000; Governance: $17,500; Risk: $20,000 | Annual cash retainers |
| Committee member retainers (non-Chair) | Audit: $15,000; Compensation: $10,000; Governance: $8,750; Risk: $10,000 | Annual cash retainers |
Note: Henderson joined the Board in January 2025; he is not included in the 2024 director compensation table and is not a committee chair .
Performance Compensation (Director Equity)
| Equity Component | Grant Date | Grant Value | Vesting |
|---|---|---|---|
| Annual equity retainer (fully vested UMB stock) | Feb 2, 2024 | $80,000 (grant-date value) | Fully vested at grant; standard practice for non-employee directors |
| Stock options to directors | N/A | N/A | The Company does not currently grant stock options to directors |
Performance metrics: None disclosed or applicable to director compensation; director equity grants are time-based and fully vested at issuance (no TSR/financial metric conditions) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Tenure | Interlock/Notes |
|---|---|---|---|---|
| Heartland Financial USA, Inc. (HTLF) | Public | Director | May 2024 – Jan 2025 | UMB acquired HTLF on Jan 31, 2025; Henderson’s prior HTLF board service provides integration insight; no Henderson-specific RPT disclosed |
| Southern Company Gas | Subsidiary of public | Director | 2023–present | Utility subsidiary directorship; Board concluded director banking relationships do not impair independence |
| Rush Hospital and other nonprofits | Non-profit | Director | Since 2019 (Rush); and others per above | Nonprofit governance; no related-party transactions disclosed |
Expertise & Qualifications
- Technology and transformation: Led P33; deep experience in strategic planning, IT, operations, and organizational transformation for major financial institutions at BCG .
- Financial-services insight: Advises banks/financials on operations strategy; brings risk-management and operational acumen to Audit and Risk Committees .
- Academic credentials: University of Chicago BA and MA (Phi Beta Kappa); Rhodes Scholar at Oxford .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Bradley J. Henderson | 919 | <1% of outstanding shares |
- Director stock ownership guidelines: Minimum holding equal to five times the annual non-employee equity retainer grant; the Company states all directors and NEOs are in compliance as of the proxy date .
- Hedging/derivatives: Directors are prohibited from hedging or short selling UMB stock; options are not counted toward ownership guidelines .
Governance Assessment
- Board effectiveness: Henderson’s dual membership on Audit and Risk aligns with his BCG financial-operations background and current tech leadership role, reinforcing oversight of financial reporting and enterprise risk while maintaining independence .
- Alignment: Director pay mixes cash with fully-vested stock; stringent ownership guidelines (5x equity retainer) and hedging prohibition support shareholder alignment; Company states directors are in compliance .
- Shareholder confidence signals: Strong say-on-pay support (97.1% approval in 2024) and a robust clawback policy for executive incentive compensation indicate disciplined pay governance; while executive-focused, these signals support overall governance confidence .
- Potential conflicts/related-party exposure: No Henderson-specific related-party transactions are disclosed; Board reviewed independent directors’ banking relationships and found none requiring disclosure or impairing independence. Prior HTLF board service is notable given UMB’s acquisition but does not present a disclosed conflict; Audit Committee maintains a formal RPT policy with case-by-case review .
RED FLAGS
- None disclosed specific to Henderson (no pledging, hedging, or related-party transactions identified). Monitoring point: watch for any future banking or commercial relationships between UMB and entities where Henderson serves (Southern Company Gas, Rush Hospital, etc.), though the Board’s policy requires Audit Committee review and disclosure if material .
Insider trades and attendance
- Section 16(a) compliance: The Company states all reporting persons timely filed ownership reports in 2024; Henderson joined in 2025 and is not covered by 2024 trading disclosures in this proxy .
- 2024 attendance threshold met by all directors serving then; Henderson joined in 2025, so no 2024 attendance metrics are applicable to him .