John Schmidt
UMB FINANCIALAbout John K. Schmidt
Independent director of UMB Financial Corporation since 2025; age 65; CPA (inactive). Former CFO and COO in banking, with deep operational and accounting expertise; BA from the University of Northern Iowa. Joined the Board in connection with UMB’s acquisition of Heartland Financial USA, Inc. (HTLF) completed in Q1 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A.Y. McDonald Industries | Senior Vice President & CFO | 2014–Jan 2025 | Led finance for leading manufacturer in water/plumbing/gas products . |
| Heartland Financial USA, Inc. (HTLF) | CFO; COO | CFO 1991–2013; COO 2004–2013 | Operational bank management and accounting leadership . |
| Dubuque Bank & Trust Company | Officer; President | Officer 1984–2004; President 1999–2004 | Bank operating leadership . |
| Office of the Comptroller of the Currency | Examiner/Staff | Early career | Regulatory grounding in bank supervision . |
| Peat Marwick Mitchell (now KPMG LLP) | Auditor | Early career | Public accounting foundation . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HTLF (public) | Independent Chairman of the Board | Mar 2022–Jan 2025 | Led board through period culminating in UMB’s acquisition; governance oversight . |
| A.Y. McDonald Industries (private) | Director | 2013–present | Corporate governance for industrial manufacturer . |
| Loras College | Board of Regents (Chair for 5 years) | Prior service | Academic governance leadership . |
| Steeple Square; High Voltage | Past President; Board member/Treasurer | Prior service | Non-profit and private board experience . |
Board Governance
- Independence: Determined independent by the Board under SEC/NASDAQ rules .
- Committee assignments: Member, Corporate Governance & Nominating Committee (joined Jan 2025) .
- Board leadership context: Combined Chair/CEO structure with robust Lead Independent Director (Greg M. Graves) and executive sessions; independent directors met in executive session three times in 2024 .
- Attendance policy: UMB states each director in 2024 attended at least 75% of Board/committee meetings; Schmidt joined in 2025 (individual 2025 attendance not yet disclosed) .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Non-employee directors; paid quarterly, in arrears . |
| Annual equity retainer (fully vested stock) | $80,000 grant date value | Issued as fully vested UMB stock; no options for directors . |
| Governance Committee member retainer | $8,750 (cash) | Non-Chair members; Schmidt is a member . |
| Meeting fees | None | No separate fees for Board meeting attendance . |
Performance Compensation (Director)
- No performance-based director compensation disclosed; directors receive cash retainer and fully vested stock; the Company does not currently grant stock options to directors .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Heartland Financial USA, Inc. (HTLF) | Public | Independent Chairman; Director | Served until Jan 2025; UMB acquired HTLF in Q1 2025. Board affirmed independence of directors after reviewing banking relationships; no HTLF-related related-party transactions requiring Item 404 disclosure for independent directors were identified in UMB’s proxy . |
- Board conducted independence review; banking relationships of independent directors were on market terms; none required related-person disclosure under SEC rules .
Expertise & Qualifications
- Financial/accounting expertise; operational bank management; CPA (inactive) .
- Governance experience (independent chair at a public bank; multiple board roles) .
- Regulatory and audit grounding (OCC; KPMG) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As of |
|---|---|---|---|
| John K. Schmidt | 56,915 | <1% | Feb 28, 2025 . |
- Stock ownership guidelines: Directors expected to own UMB stock equal to 5x the annual non‑employee equity retainer; Company states all directors are in compliance as of the proxy date .
- Hedging/short selling prohibited for directors and executive officers, reinforcing alignment .
Governance Assessment
- Positive signals: Independent status; governance committee membership; substantial personal share ownership; compliance with director ownership guidelines; robust board structures (Lead Independent Director, executive sessions) .
- Compensation structure: Balanced cash + fully vested equity, with modest committee fees; no meeting fees; no director options—reduces risk of option repricing or leverage .
- Conflicts/related-party exposure: No Schmidt-specific related-party transactions disclosed; Board’s related-person policy and Audit Committee review framework in place .
- Contextual watch item: In January 2025, the Compensation Committee converted executive PSUs (2023/2024) to time-based RSUs due to HTLF acquisition impacts (set at 100.00% and 194.67% of target, respectively). While an executive pay design issue rather than a director pay item, investors often scrutinize PSU-to-RSU conversions; note that UMB intends to resume a mix of RSUs/PSUs in 2025 .