Gordon Lansford

About Gordon E. Lansford III

Independent director of UMB Financial Corporation since 2017; age 54; currently Audit Committee Chair and member of the Compensation Committee; recognized by the Board as an audit committee financial expert. Background includes serving as President & CEO of JE Dunn Construction since 2014, previously CFO (1998–2013) and Director of Internal Audit, and earlier employment at KPMG LLP as a CPA .

Past Roles

External Roles

Board Governance

• Independence: Board determined Lansford is independent under SEC/NASDAQ rules .
• Committee assignments: Audit Committee Chair; member, Compensation Committee .
• Audit Committee expertise: Board designated Lansford as an audit committee financial expert and financially sophisticated .
• Attendance: Board met 6 times in 2024; Audit 5, Compensation 4, Governance 3, Risk 3. Each director attended at least 75% of the Board and committee meetings on which they served; nearly all directors attended the virtual 2024 annual meeting (one exception, not identified) .
• Board leadership: Chair/CEO roles combined (J. Mariner Kemper); robust Lead Independent Director structure (Greg M. Graves) with defined responsibilities and executive sessions of independent directors held three times in 2024 .
• Related-party oversight: Audit Committee reviews, approves or ratifies related-person transactions under written policy; 2024–2025 example involved billboard leases with Pioneer Service Corporation related to the Kemper family—no transactions identified as involving Lansford .

Fixed Compensation

• Mix: Cash ≈ 61% ($100,064) vs. equity ≈ 39% ($64,954), indicating moderate equity alignment in director pay structure .

Performance Compensation

• Director pay is not tied to performance metrics; equity is granted as fully vested stock retainer without performance conditions (no RSUs/PSUs for directors in 2024) .
• No meeting fees; no option awards for directors disclosed; the Omnibus Plan includes additional award limits for non-employee directors and prohibits repricing/cashing out underwater options .

Other Directorships & Interlocks

• Current public company boards: None disclosed for Lansford .
• Interlocks: Compensation Committee “Interlocks and Insider Participation” disclosures indicate no executive officer served on another company’s compensation committee with reciprocal relationships; no director serving on UMB’s Compensation Committee in 2024 was a current/former UMB officer .

Expertise & Qualifications

• Financial and audit expertise (CPA; designated audit committee financial expert) .
• Executive leadership, operations, risk management, and strategic planning from JE Dunn CEO/CFO roles .
• Prior internal audit leadership; public accounting background at KPMG LLP .

Equity Ownership

• Shares outstanding at record date: 72,655,215 .
• Director stock ownership guidelines: Each director expected to own stock equal to 5x annual non-employee equity retainer; Company states all directors are in compliance as of proxy date .

Governance Assessment

• Strengths:

  • Independent Audit Chair with “financial expert” designation; strong oversight of financial reporting, internal controls, non-GAAP use, auditor independence, and complaint procedures .
  • Clear independence determination; ordinary-course banking relationships for independent directors reviewed and deemed not material nor requiring SEC disclosure .
  • Robust policies: comprehensive clawback compliant with SEC/NASDAQ; prohibition on hedging/short selling and options in governance guidelines; insider trading policy in place .
  • High shareholder support: 2024 say-on-pay approved at 97.1% (signal of confidence in compensation governance) .

• Potential watch items:

  • Combined Chair/CEO structure can concentrate authority; mitigated by long-tenured Lead Independent Director with defined powers and regular executive sessions of independents .
  • Acquisition-related PSU modifications applied to executives (not directors), converting PSUs to time-based RSUs due to HTLF impact; while reasonable under circumstances, investors typically monitor governance discipline around award changes—even though Lansford’s director pay was unaffected .

• Conflicts/related-party exposure:

  • No related-party transactions involving Lansford disclosed; related-person policies require Audit Committee review and address banking transactions on market terms .

• Attendance/engagement:

  • Met minimum attendance thresholds; Board and committee cadence indicates meaningful engagement (Board 6; Audit 5; Compensation 4) .

Compensation Committee Analysis (context)

• Lansford serves on Compensation Committee alongside independent members; committee uses independent consultant (Aon); conducts annual risk assessment of incentives; reviews say-on-pay feedback .

Risk Indicators & RED FLAGS

• RED FLAGS: None disclosed for Lansford (no pledging, no related-party transactions, no low attendance; director pay lacks performance-link but aligns via equity retainer) .
• Structural watch: Combined Chair/CEO structure noted above .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay: 97.1% approval; Compensation Committee maintained principles and program; will consider 2025 vote feedback post meeting .

Notes

• All facts and numbers above are sourced from UMB Financial Corporation’s 2025 DEF 14A proxy statement (filed March 14, 2025). Citations: .