Josh Sosland

About L. Joshua Sosland

L. Joshua Sosland, age 64, has served on UMB Financial Corporation’s Board since 1998. He is President of Sosland Publishing Co. (since July 2015) and Vice President of Sosland Companies, Inc. (since 1993), with editorial leadership roles at Milling & Baking News (since 2000) and Food Business News (since 2004). The proxy highlights his investment analysis capabilities, publishing industry expertise, board/governance experience, and prior leadership of UMB’s Compensation Committee, including detailed knowledge of UMB’s executive incentive-compensation plans .

Past Roles

External Roles

Board Governance

• Independence: The Board lists Sosland among independent directors in 2021, 2022, 2023, and 2025, with over three-quarters of the Board independent; independence assessments considered ordinary-course banking relationships and found none requiring SEC disclosure or impairing judgment .
• Committees:
  • Governance Committee member: 2020, 2022, 2023 .
  • Risk Committee member: 2020, 2021, 2022, 2023, 2024, 2025 (chair is Kris A. Robbins) .
• Attendance: The Board reported each director attended at least 75% of Board/committee meetings in 2020, 2021, 2022, 2023, and 2024; Board met 4–6 times annually with regular independent director executive sessions .
• Skills/Qualifications: Board matrix emphasizes leadership, finance, corporate governance, risk management; Sosland’s biography underscores investment analysis and incentive design expertise from prior Compensation Committee leadership .

Fixed Compensation

• Structure (non-employee directors):
  • 2020: $50,000 cash retainer; equity retainer $60,000 (others) / $65,000 (Lead Director); committee chair/member cash retainers (Audit $24k chair/$10k member; Risk $18k/$5k; Comp $17.5k/$5k; Governance $13k/$4k); no meeting fees .
  • 2021: $50,000 cash; equity $60,000 (others)/$65,000 (Lead); chair/member retainers (Audit $24k/$10k; Risk $18k/$5k; Comp $17.5k/$5k; Governance $13k/$4k); no meeting fees .
  • 2022: $55,000 cash; equity $65,000 (others)/$70,000 (Lead); chair/member retainers (Audit $24k/$12k; Risk $18k/$9k; Comp $18k/$9k; Governance $13k/$6.5k); no meeting fees .
  • 2023: Same as 2022; cash paid quarterly in arrears .
• Individual totals (Sosland):

• Observations:
  • Cash retainer rose modestly (2022→2024: $70,586→$78,814), while equity awards remained in the $60–65k range; mix is balanced but slightly cash-heavy in 2024 .
  • No meeting fees; compensation driven by retainer and committee roles .

Performance Compensation

• No performance-based director compensation is disclosed; annual equity for directors is a fully vested stock retainer, and the Company does not currently grant stock options to directors or employees .
• Clawback policy applies to executive incentive compensation (mandatory recoupment upon restatement; discretionary recoupment for misconduct) and is aligned with SEC/NASDAQ rules; not targeted at director retainers .

Other Directorships & Interlocks

• Public company directorships for Sosland are not disclosed in the proxy; his external roles are in private publishing enterprises .

Expertise & Qualifications

• Investment analysis expertise; publishing industry coverage and economic analytical skills from formal education; deep knowledge of executive incentive-compensation plan design from prior Compensation Committee leadership .
• Governance and risk oversight through long-standing service on Governance and Risk Committees .

Equity Ownership

• Ownership guidelines: Directors must hold common stock with market value ≥5× annual non-employee equity retainer; all directors were in compliance as of the 2025 proxy (and directors/NEOs were in compliance in the 2024 proxy). Hedging and short-term speculative trading are prohibited by Corporate Governance Guidelines .

• Notes: Beneficial ownership includes direct, trust, and other indirect holdings, plus options exercisable within 60 days (directors typically have none); tables confirm Sosland’s sub-1% stake . Company states all directors comply with ownership guidelines .

Governance Assessment

• Board effectiveness and independence: Sosland is consistently classified as independent, serving across Governance and Risk Committees—both comprised solely of independent directors—supporting robust oversight of nominations, board performance, enterprise risk framework, regulatory examinations, and risk appetite .
• Engagement: Board records show ≥75% attendance by all directors annually; Risk and Governance Committee workloads (3–5 meetings/year) indicate regular engagement; independent director executive sessions held annually .
• Alignment: Ownership guidelines (5× equity retainer minimum) and no-hedging policy enhance alignment; Company indicates full compliance by directors; Sosland’s growing share count from 2021–2025 supports alignment trends .
• Compensation signals: Director pay structure is standard for mid-cap financials, with modest increases in cash retainers and steady equity grants; no options or performance metrics for directors reduces risk of misaligned short-term incentives .
• Potential conflicts and related-party exposure: Independence review found ordinary-course banking relationships but none requiring SEC disclosure or impairing judgment; related-party transactions disclosed involve Kempers (e.g., billboard lease) and a family executive’s compensation, not Sosland; Audit Committee oversees related-person transactions .
• Red flags: No pledging disclosed for Sosland; no hedging permitted; consistent attendance; independent status; no director option repricing. Overall, governance indicators for Sosland are supportive of investor confidence .

Implication: Sosland’s long tenure, committee experience (Risk/Governance), independence, and ownership policy compliance contribute positively to board oversight quality and investor alignment. No material conflicts or attendance issues are indicated; the absence of performance-linked director equity minimizes short-term risk-taking incentives .