Jennifer Hopkins

About Jennifer Hopkins

Independent director at UMB Financial Corporation (UMBF) since 2025; age 64; B.S. in Industrial Engineering from North Dakota State University. Hopkins is Managing Partner at Crescendo Capital (since 2007) and previously served as CEO of American Medical – The Oxygen Concentrator Store (2011–2022). Earlier, she held executive roles at Hewlett Packard/Agilent Technologies (1983–1999), culminating as VP of the Global Solutions Business Unit, managing ~2,000 employees globally and bringing technology and operational expertise to UMB’s board .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Hopkins is independent under SEC/NASDAQ rules; UMB’s four standing committees are comprised only of independent directors .
• Committee assignments (UMB): Audit Committee member (joined Jan 2025) and Risk Committee member (joined Jan 2025). She is not listed on the Compensation or Governance Committees .
• Attendance and engagement: In 2024 the Board met six times; independent directors held three executive sessions led by the Lead Director. Each director at that time attended at least 75% of Board/committee meetings; Hopkins joined in Jan 2025, and her 2025 attendance is not yet disclosed .
• Nominations context: Hopkins was nominated for re-election for a term ending at the earlier of the 2026 annual meeting; her selection tied to skills assessed in connection with the HTLF acquisition .

Fixed Compensation

• Structure for non-employee directors (2024 program): No meeting fees; annual cash retainer $60,000; annual equity retainer of fully vested UMB stock valued at $80,000 at grant; Lead Director retainer $35,000; committee chair retainers—Audit $30,000, Compensation $20,000, Governance $17,500, Risk $20,000; non-chair committee member retainers—Audit $15,000, Compensation $10,000, Governance $8,750, Risk $10,000. Cash retainers paid quarterly in arrears .

Note: Hopkins joined UMB’s board in January 2025 and is not included in the 2024 director compensation table; her 2025 director compensation will be disclosed in a future proxy .

Performance Compensation

• Directors: UMB historically does not grant stock options to directors; director equity is a fully vested stock retainer (no performance conditions). No performance-based equity (e.g., PSUs) is disclosed for directors .

Company NEOs have PSUs tied 50% to 3-year cumulative core after-tax EPS and 50% to average Adjusted ROTCE over 2024–2026; this framework does not apply to directors .

Other Directorships & Interlocks

• Public company board service: HTLF director until Jan 2025; served as Chair of HTLF’s Compensation Committee in 2024–2025. Her appointment to UMB’s board coincided with UMB’s acquisition of HTLF, suggesting continuity of banking-sector governance expertise, not an interlock post-acquisition .
• No disclosed shared directorships with UMB’s competitors/suppliers/customers that present conflicts; UMB’s independent directors’ routine banking relationships (deposits, credit, trust, investment services) were determined by the Board to be on market terms and not requiring Item 404 disclosure .

Expertise & Qualifications

• Technology and operations leadership: VP Agilent Global Solutions BU; managed >2,000 employees with full financial responsibility; brings tech background and operational expertise across entrepreneurial and large corporate settings .
• Financial and compensation oversight: Chaired HTLF Compensation Committee (May 2024–Jan 2025), indicating experience in pay governance and succession oversight .
• Education: B.S., Industrial Engineering, North Dakota State University .

Equity Ownership

• Ownership guidelines: Each director must own UMB stock equal to 5x the annual non-employee equity retainer; compliance expected within five years. As of the proxy date, all directors (including Hopkins) are in compliance .
• Hedging/derivatives prohibition: Directors are prohibited from hedging, short sales, options (including covered calls), or derivative arrangements; UMB does not currently grant stock options to directors .
• Pledging: No pledging of UMB stock by directors is disclosed in the proxy .

Governance Assessment

• Strengths
  • Independence and committee placement: Hopkins is an independent director serving on Audit and Risk—high-impact oversight roles for financial reporting, internal controls, and enterprise risk .
  • Prior compensation governance: Chaired HTLF’s Compensation Committee; relevant to UMB’s oversight of pay practices and succession planning, even though she is not currently on UMB’s Compensation Committee .
  • Ownership alignment: Holds 5,914 shares and is in compliance with director ownership guidelines; hedging is barred, strengthening alignment .
• Potential risk indicators and conflicts
  • Tenure risk: New to UMB’s board (since 2025). No individual attendance record for 2025 yet; monitoring engagement through upcoming disclosures is prudent .
  • Related-party landscape: A material related-party lease with Pioneer (Kemper-affiliated) is overseen by the Audit Committee; while not involving Hopkins, her Audit role places her in direct oversight—appropriate but warrants continued scrutiny by investors .
  • No director performance pay: Director equity is fully vested stock rather than performance-based units; typical for banks but offers limited direct pay-for-performance linkage at the director level .

Overall signal: Hopkins brings deep technology and operational expertise plus compensation oversight background, now positioned on Audit and Risk during a post-acquisition integration period—positive for governance robustness. Key watch items are her 2025/2026 attendance and committee engagement disclosures and continued independent oversight of related-party transactions .