Greg Graves
UMB FINANCIALAbout Greg M. Graves
Independent director at UMB Financial Corporation; age 67; director since 2003; Lead Independent Director for almost eight years and Chair of the Corporate Governance & Nominating Committee. Former Chairman & CEO of Burns & McDonnell with deep experience in leadership, growth management, human resources, and enterprise operations; determined independent under SEC/NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burns & McDonnell | Chairman & CEO | Through Dec 2016 | Led multi-office engineering business; leadership and growth management credentials |
| Burns & McDonnell | President & CEO | Oct 2003–Dec 2008 | Oversaw strategic growth and operations |
| Burns & McDonnell | President & COO | Jan 2003–Oct 2003 | Enterprise operations leadership |
| Burns & McDonnell | President, Energy Group | Jul 2001–Dec 2002 | Managed Energy Group portfolio and teams |
| Burns & McDonnell | General Manager, Energy Division | Nov 1997–Jun 2001 | Led energy division execution and talent |
External Roles
- No other public company directorships disclosed in the 2025 proxy.
Board Governance
- Lead Independent Director with robust authority: presides when Chair absent; convenes executive sessions; approves agendas/schedules; liaises between independents and Chair; advocates shareholder interests; coordinates independent director activities. Has served in the role for almost eight years.
- Committee assignments: Chair, Corporate Governance & Nominating Committee; not listed on Audit, Compensation, or Risk committees for 2024–2025.
- Independence: Board deems Graves independent under SEC/NASDAQ; board-wide review found routine banking relationships for independent directors were on market terms and did not impair independence.
- Attendance: Board met 6x in 2024; independents held 3 executive sessions; each director attended at least 75% of Board and committee meetings; near-full attendance at the 2024 annual meeting (virtual).
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual director cash retainer | $60,000 |
| Lead Independent Director retainer | $35,000 |
| Governance Committee Chair retainer | $17,500 |
| Meeting fees | None (no separate fee for attendance) |
| Equity retainer policy (fully vested stock, grant-date value) | $80,000 |
| Greg M. Graves – Cash fees earned | $112,564 |
| Greg M. Graves – Stock awards (grant-date fair value) | $69,969 |
| Greg M. Graves – Total | $182,533 |
- Mix: Cash ~61.7% and Equity ~38.3% (computed from $112,564 cash and $69,969 stock).
Performance Compensation
- None for directors; equity retainer granted as fully vested stock, not performance-conditioned.
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No public company interlocks or committee roles reported in the proxy for Graves. |
Expertise & Qualifications
- CEO-level leadership of large engineering firm; growth management; human resources oversight; multi-site operations across the U.S. and abroad.
- Board governance leadership as Lead Independent Director and Governance Chair; experience supporting ESG oversight and shareholder engagement through committee responsibilities.
Equity Ownership
| Metric | Value |
|---|---|
| Shares outstanding (record date) | 72,655,215 |
| Greg M. Graves beneficial ownership (incl. direct/indirect per SEC Rule 13d-3) | 37,033 shares |
| Ownership as % of shares outstanding | ~0.051% (37,033 ÷ 72,655,215) |
| Director stock ownership guideline | Minimum 5x annual non-employee equity retainer (i.e., 5 × $80,000 = $400,000 market value) |
| Compliance with ownership guidelines | All directors (including Graves) in compliance as of proxy date |
| Hedging/short selling policy | Prohibits hedging, short sales, and similar derivatives for directors/officers |
Governance Assessment
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Board effectiveness: Graves’ extended tenure as Lead Independent Director and Governance Chair signals strong independent oversight—agenda-setting, executive sessions, and shareholder advocacy functions are clearly defined and active.
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Independence/attendance: Formally independent; board-wide attendance thresholds met, with regular executive sessions—supports effective challenge of management.
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Compensation alignment: Director pay structure is conventional (cash + fully vested equity); Graves’ 2024 mix leans cash due to lead/chair roles; equity retainer provides alignment without performance conditions typical for director pay.
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RED FLAG—PSU to RSU conversion: The Compensation Committee waived performance conditions and converted 2023–2024 PSUs to time-based RSUs (assuming 100.00% and 194.67% of target, respectively) following HTLF acquisition impacts. While rationale cites uncontrollable acquisition effects, this reduces at-risk, performance-conditioned pay—investors may scrutinize governance judgment and the precedent for modifying awards.
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Related-party exposure: Ongoing billboard lease with Pioneer Service Corporation (Kemper family-related) renewed for 2025–2027 ($133,132 annually); Audit Committee oversight asserts market terms. Indicator of potential conflict in broader governance context, though board procedures and independence determinations address it.
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Shareholder sentiment: Prior say-on-pay received 97.1% support, indicating broad investor confidence in pay design; 2025 modifications should be monitored for future vote impacts.
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Overall view: Graves’ governance roles and independence underpin board oversight quality, with structured ESG and risk oversight channels; key watchpoints include the PSU-to-RSU conversion decision and continued monitoring of related-party transactions to maintain investor confidence.