James Rine
UMB FINANCIALAbout James Rine
James D. Rine is President of UMB Financial Corporation (since January 2024), Vice Chairman of the Company (since November 2020), and President & CEO of UMB Bank, n.a. (since October 2018). He has over 20 years of commercial banking experience at the Bank; age 54 as of FY 2024 disclosures . UMB’s LTIP uses multi-year EPS and RO(T)CE metrics: the 2021 LTIP paid at 200% after 3-year EPS of $23.35 vs $16.13 target and ROTCE of 14.31% vs 8.52% target ; the 2022 LTIP paid at 166% after 3-year EPS of $25.48 vs $23.26 target and Adjusted ROTCE of 15.27% vs 10.80% target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UMB Financial Corporation | President | Jan 2024–present | Senior leadership of consolidated company, integration oversight |
| UMB Financial Corporation | Vice Chairman | Nov 2020–present | Executive leadership; succession planning |
| UMB Bank, n.a. | President & CEO | Oct 2018–present | Led bank operations and performance |
| UMB Financial Corporation | President, Commercial Banking | Dec 2017–Oct 2018 | Led commercial banking growth |
| UMB Financial Corporation | President, Commercial Banking/Western Region | Oct 2016–Dec 2017 | Regional strategy and execution |
| UMB Financial Corporation | President, Kansas City Region | Oct 2011–Oct 2016 | Regional market leadership |
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $601,501 | $649,616 | $695,539 |
| 2024 Base Salary Setting (reference) | 2023 base $660,000 → 2024 base $706,200 (+7.0%) | ||
| STIP Target (% of Salary) | 95% (raised in 2022) | 100% (as of 12/31/2023) | 110% (as of 12/31/2024) |
| STIP Actual Paid ($) | $1,051,650 | $569,580 (86.3% of target) | $1,521,790 (195.9% of target) |
| Perquisites & All Other ($) | $58,604 (incl. auto allowance; country club; financial consulting; sales trip spousal costs and tax gross-up $4,588) | $56,425 (incl. auto allowance $16,800; club dues $16,501; financial consulting $600) | $85,426 (incl. auto allowance $16,800; club dues $17,550) |
Performance Compensation
Annual LTIP Structure (equity mix and values)
| Year | LTIP Mix | RSUs (Service Units) – Value | PSUs (Performance Units) – Value |
|---|---|---|---|
| 2023 Grants | RSUs + PSUs | RSUs: 5,416 units (component of $1,229,929 grant) | PSUs: Target 8,125 units; Max 16,250 (component of $1,229,929 grant) |
| 2024 Grants | 40% RSUs / 60% PSUs | $528,000 (6,465 units; grant-date FV $527,997) | $792,000 (9,697 target PSUs; grant-date FV $791,954) |
| 2025 Actions | PSUs converted to RSUs due to HTLF acquisition; 2023 PSUs settled at 100%; 2024 PSUs at 194.67% of target; vesting follows original service schedules |
LTIP Performance Metrics and Payouts
| LTIP Cycle | Metric | Weight | Target | Actual | Payout | Vesting/Certification |
|---|---|---|---|---|---|---|
| 2021 (covers 2021–2023) | 3-Year EPS | 50% | $16.13 | $23.35 | 200.00% | PSUs service-vested Jan 1, 2024; certified Jan 29, 2024 |
| 2021 (covers 2021–2023) | ROTCE | 50% | 8.52% | 14.31% | 200.00% | Certified Jan 29, 2024; shares delivered (Rine 10,220) |
| 2022 (covers 2022–2024) | 3-Year EPS | 50% | $23.26 | $25.48 | 132.00% | PSUs service-vested Jan 1, 2025; certified Jan 27, 2025 |
| 2022 (covers 2022–2024) | Adjusted ROTCE | 50% | 10.80% | 15.27% | 200.00% | Certified Jan 27, 2025; shares delivered (Rine 6,729) |
STIP Objectives and Outcomes
| Year | Objectives (Rine) | Target % of Salary | Payout % of Target | Cash Award ($) |
|---|---|---|---|---|
| 2023 | Organization performance/culture; retention and development; defense of core deposit funding | 100% | 86.3% | $569,580 |
| 2024 | Organization performance/culture; retention/development; defense of core deposit funding | 110% | 195.9% | $1,521,790 |
Vesting Schedules (key upcoming/service terms from year-end tables)
- Service Units vesting:
- 100% on Feb 12, 2025 (block with 907 units for Rine)
- 50% on Feb 11, 2025; remaining 50% on Feb 11, 2026 (block with 1,426 units)
- 50% on Feb 10, 2025; remaining 50% on Feb 10, 2026 (block with 3,764 units)
- 33%/33%/34% on Feb 10, 2024/2025/2026 (block with 6,550 units)
- Performance Units:
- Service-vested Jan 1, 2025; earned at 166.00% (block with 6,729 units)
- Service-vesting Jan 1, 2026; earned to extent performance achieved (blocks with 8,125 and 18,877 units)
Equity Ownership & Alignment
| Ownership Metric | 2024 (as of Mar 1, 2024) | 2025 (as of Feb 28, 2025) |
|---|---|---|
| Beneficial Ownership – Shares | 45,309; Percent of class: * (<1%) | 35,979; Percent of class: * (<1%) |
| Options Held | None disclosed for Rine | None disclosed for Rine |
| Stock Vested (annual) | 28,351 shares; value realized $2,469,905 (2023) | 15,252 shares; value realized $1,265,161 (2024) |
| Unvested Service Units (counts, market value at FY-end) | 902 ($75,362); 1,779 ($148,635); 2,800 ($233,940); 5,518 ($461,029) – as of 12/31/2023 | 907 ($102,308); 1,426 ($160,938); 6,729 ($759,435); 3,764 ($424,839) – as of 12/31/2024 |
| Unearned PSUs (counts, market value at FY-end) | 5,110 ($426,941); 4,054 ($338,712); 8,125 ($678,844) – as of 12/31/2023 | 8,125 ($916,988); 6,550 ($739,177); 18,877 ($2,130,458) – as of 12/31/2024 |
| Ownership Guidelines | NEOs required to hold ≥3x base salary; all NEOs in compliance | |
| Hedging/Pledging | Hedging prohibited for directors and Executive Officers ; pledging policy not disclosed in reviewed filings |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Agreements | No individual employment agreements; compensation best practices note no change-in-control agreements |
| Clawback Policy | Mandatory recoupment for required restatements; discretionary recoupment for misconduct; compliant with SEC/NASDAQ rules |
| Qualified Retirement | Defined as age/service combination; SU vest on scheduled settlement dates; PSU prorated by service and performance; Rine eligible on certain 2021–2023 grants |
| Death/Disability | SU accelerate immediately; PSU prorated by quarters and performance; Rine acceleration value example as of 12/31/2023: $2,224,005 for restricted units |
Change-of-Control Economics and Triggers
- STIP: Single-trigger acceleration, immediate payout for completed period; prorated, immediate payout for in-progress periods; no discretionary reductions .
- Equity:
- If awards not assumed/substituted: immediate vesting at change-in-control (single-trigger) .
- If awards assumed/substituted: double-trigger—accelerate only upon termination without cause/for good reason within 24 months post-CoC; PSUs vest to extent performance met .
| CoC Scenario (as of FY-end) | Cash Payment ($) | Acceleration of Unvested Restricted Units ($) | Total ($) |
|---|---|---|---|
| 12/31/2022 | 584,250 | 3,937,760 | 4,522,010 |
| 12/31/2023 | 660,000 | 2,790,641 | 3,450,641 |
| 12/31/2024 | 776,820 | 5,197,357 | 5,974,177 |
Multi-Year Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 601,501 | 649,616 | 695,539 |
| Stock Awards (grant-date FV) | 695,498 | 1,229,929 | 1,319,951 |
| Non-Equity Incentive (STIP) | 1,051,650 | 569,580 | 1,521,790 |
| All Other Compensation | 58,604 | 56,425 | 85,426 |
| Total | 2,407,253 | 2,505,550 | 3,622,705 |
Deferred Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Executive Contributions (Rine) | — | — |
| Aggregate Earnings ($) | 66,850 | 41,626 |
| Withdrawals/Distributions ($) | (95,550) | (115,403) |
| Aggregate Balance at FYE ($) | 361,289 | 287,512 |
Compensation Peer Group and Say-on-Pay
- Peer group used in 2023/2024 compensation decisions included 15 regional banks (e.g., CBSH, CFR, WBS, CADE, SNV, PB, etc.) . Post-acquisition (HTLF, Jan 2025), a revised “New Peer Group” of 15 larger banks (e.g., RF, SSB, CMA, HBAN, KEY, ZION) was adopted for 2025 decisions .
- Say-on-Pay approval rates: 97.8% (2022) ; 97.0% (2023) ; 97.1% (2024) .
Compensation Structure Analysis
- Mix shift: 2024 LTIP maintained 60% PSUs / 40% RSUs , but in early 2025 the Compensation Committee converted outstanding 2023–2024 PSUs to time-based RSUs due to HTLF acquisition impacts, applying 100% (2023) and 194.67% (2024) performance multipliers—reducing performance contingency in the near term .
- Increased at-risk pay: 2024 STIP target raised to 110% of salary for Rine (from 100%) and paid at 195.9% of target on strong results .
- Governance practices: No employment agreements; no excise tax gross-ups upon change-in-control; significant ownership guidelines; comprehensive clawback; hedging prohibited .
- Perquisites: modest but present; historical tax gross-up example in 2022 for sales trip spousal costs ($4,588) ; 2024 notes minimal tax gross-ups possible for work-related travel .
Investment Implications
- Near-term selling pressure: Large annual vesting (15,252 shares in 2024; 28,351 in 2023) can create periodic supply; monitor Form 4s for net dispositions around February/March vesting windows .
- Alignment: Rine is compliant with 3x salary ownership guidelines, and equity is predominantly in RSUs/PSUs with multi-year vesting—supporting retention and long-term alignment .
- CoC optionality: Equity acceleration potential rose materially from 2023 to 2024 (total $5.97M) as unvested awards accumulated; double-trigger on assumed awards tempers windfall risk but still represents meaningful contingent value .
- Pay-for-performance: LTIP payouts (200% in 2021 cycle; 166% in 2022 cycle) tie Rine’s equity outcomes to EPS and RO(T)CE delivery, yet 2025 conversion of PSUs to RSUs (due to acquisition) reduces performance linkage temporarily; assess reinstatement of PSUs in 2025 grants as planned .