Janine Davidson
UMB FINANCIALAbout Janine A. Davidson
Janine A. Davidson, PhD, is an independent director of UMB Financial Corporation, serving on the board since 2020; she is 58 years old. She is President of Metropolitan State University of Denver (since July 2017) and previously served as the 32nd Under Secretary of the U.S. Navy (Mar 2016–Jan 2017), bringing more than 30 years of academic, civilian, and military leadership with expertise in higher education, defense, and public policy. She is a fellow of the National Academy of Public Administration, a life member of the Council on Foreign Relations, a member of the Secretary of State’s Foreign Affairs Advisory Board, and Chair of the Secretary of Defense’s Defense Policy Board. Her U.S. Air Force career included service as a global cargo pilot and flight instructor at the U.S. Air Force Academy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Navy | 32nd Under Secretary of the Navy | Mar 2016 – Jan 2017 | Oversaw operational and budgetary priorities incl. R&D, procurement, readiness, and personnel well-being |
| Council on Foreign Relations | Senior Fellow, Defense Policy | Jan 2014 – Mar 2016 | Policy research and advisory work |
| Georgetown University | Adjunct Professor | Jan 2015 – May 2015 | Academic instruction |
| George Mason University | Assistant Professor | Aug 2012 – Jan 2014 | Academic instruction |
| U.S. Department of Defense (civilian roles) | Various policy positions | Apr 2009 – Mar 2012 | Defense policy development and oversight |
| U.S. Air Force / USAFA | Officer, global cargo pilot; aviation/aerobatics flight instructor | Early career | Operational leadership and flight instruction |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Metropolitan State University of Denver | President | Jul 2017 – present | Leads strategy, finances, and operations for ~20,000 students |
| Secretary of Defense’s Defense Policy Board | Chair | Current | Provides strategic defense policy advice |
| Secretary of State’s Foreign Affairs Advisory Board | Member | Current | Foreign policy advisory role |
| National Academy of Public Administration | Fellow | Current | Elected fellow |
| Council on Foreign Relations | Life Member | Current | Policy and foreign affairs engagement |
Board Governance
- Independence: Independent director (one of 15 independent directors out of 16) .
- Committee assignments (2024–2025):
- Compensation Committee (member; committee chaired by Robin C. Beery)
- Corporate Governance & Nominating Committee (member; committee chaired by Greg M. Graves)
- Not on Audit Committee; not on Risk Committee
- Chair roles: None (chairs are Beery—Compensation; Lansford—Audit; Graves—Governance; Robbins—Risk) .
- Attendance: Board met 6x in 2024; committees met (Audit 5x, Compensation 4x, Governance 3x, Risk 3x). Each director attended at least 75% of their board and committee meetings in 2024 .
- Lead Independent Director: Greg M. Graves; independent directors held three executive sessions in 2024 .
- Director since 2020 (tenure basis disclosed) .
Fixed Compensation (Director Pay Structure and 2024 Actuals)
- Standard 2024 non-employee director compensation:
- Annual cash retainer: $60,000
- Annual equity (fully vested UMB stock at grant): $80,000
- Additional retainers: Lead Director $35,000; Committee Chair—Audit $30,000, Compensation $20,000, Governance $17,500, Risk $20,000; Committee member retainers—Audit $15,000, Compensation $10,000, Governance $8,750, Risk $10,000. Paid quarterly, in arrears .
- 2024 actual compensation for Janine A. Davidson:
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $78,814 |
| Stock Awards (grant-date fair value) | $64,954 |
| Total | $143,768 |
Note: Cash total reflects base plus committee member retainers and a small “stub” equity cash portion; equity line reflects aggregate grant-date fair value per ASC 718 for the annual equity retainer issued Feb 2, 2024.
Performance Compensation
- UMB does not use performance-based compensation for non-employee directors; directors receive cash retainers and fully vested stock awards. Company policy currently does not grant stock options to directors. No director performance metrics, targets, or options apply.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Dr. Davidson in UMBF proxy biography |
| Compensation Committee interlocks | Company discloses no interlocks; no UMB executive served on another company’s comp committee where an executive sat on UMB’s Board/Comp Committee; no 2024 Compensation Committee member was an officer/employee of UMB |
Expertise & Qualifications
- Organizational leadership and public-sector governance (university president; former Under Secretary of the Navy) .
- Defense and public policy expertise; Chair of the Secretary of Defense’s Defense Policy Board; member of Secretary of State’s Foreign Affairs Advisory Board .
- Academic credentials and policy scholarship; PhD; teaching roles at Georgetown and George Mason .
- Aviation/military operational background (USAF officer, pilot, and flight instructor) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 4,040 shares (as of Feb 28, 2025) |
| Ownership as % of outstanding | <1% (per proxy table) |
| Stock ownership guideline (directors) | Minimum 5x annual non-employee equity retainer; company states all directors are in compliance as of proxy date |
| Hedging/shorting/derivatives | Prohibited for directors under Corporate Governance Guidelines |
| Pledging | Not permitted by policy (covered in hedging/derivatives prohibition and alignment policies) |
Insider Trades (Section 16 and Transactions)
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | Company states all reporting persons (incl. directors) timely filed required reports in 2024 |
| Form 4 trading activity | No specific Form 4 transactions for Dr. Davidson are disclosed in the proxy; no insider trading table provided in proxy |
| Related-party transactions (Davidson) | None disclosed; Board reviewed independence and ordinary-course banking relationships and found no relationships requiring SEC disclosure for independent directors |
Governance Assessment
- Strengths for investor confidence:
- Independent director with high-relevance public policy, risk, and organizational leadership experience; serves on Compensation and Governance Committees (key levers for oversight of pay, board composition, and ESG/governance practices) .
- Attendance threshold met; board/committee cadence shows active oversight; independent executive sessions led by a long-tenured Lead Independent Director bolster oversight of combined Chair/CEO structure .
- Director equity ownership guidelines (5x equity retainer) and hedging/derivative prohibitions enhance alignment; company states all directors meet guidelines .
- No disclosed related-party transactions involving Dr. Davidson; company maintains robust related-person transaction policy overseen by the Audit Committee .
- Shareholder pay oversight signal: Say-on-Pay passed with 97.1% support at 2024 meeting, indicating broad investor approval of pay practices overseen by the Compensation Committee (of which she is a member) .
- Potential watch items:
- Combined Chair/CEO role persists; mitigated by a seasoned Lead Independent Director and independent committee structure, but investors often prefer an independent chair in banks; board annually reviews structure .
- Director-level pay includes fully vested equity (not performance-based), which is standard but lacks explicit performance linkage; however, equity exposure and ownership guidelines provide alignment .
Compensation Committee Analysis (Context for her committee role)
- 2024 Compensation Committee membership included independent directors and used an independent consultant (Aon) for program design, peer benchmarking, and regulatory updates; committee also oversees director pay .
- Company discloses annual incentive risk assessment and a clawback policy compliant with SEC/NASDAQ; hedging/shorting prohibitions apply to directors and executives .
- No interlocks; no insider participation by committee members (no members were UMB officers) .
Related-Party Transactions (Company context)
- Audit Committee reviewed/approved related-person transactions; principal disclosed item: billboard lease with Pioneer Service Corporation (Kemper-affiliated), 2025–2027 at $133,132/yr; 2024 payments $126,810. No Davidson involvement disclosed .
- Ordinary-course banking relationships for independent directors reviewed and deemed on market terms and not requiring SEC disclosure; independence affirmed .
Other Reference Data Points (Board Operations)
- 2024 meeting cadence: Board (6); Committees—Audit (5), Compensation (4), Governance (3), Risk (3). Independent directors held three executive sessions. At least 75% attendance by each director .
- Lead Independent Director: Greg M. Graves; duties include agenda input, liaison to Chair/CEO, coordinating independent directors, and presiding over executive sessions .