Kevin Gallagher
UMB FINANCIALAbout Kevin C. Gallagher
Kevin C. Gallagher, 56, is an independent director of UMB Financial Corporation, serving on the Board since 2007 . He is Chairman of Gallagher Industries, LLC (a private holding company) and brings entrepreneurial, marketing, and M&A experience from leading diversified operations in manufacturing and services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gallagher Industries, LLC | Chairman | 2005–present | Entrepreneurial leadership; marketing and M&A experience across manufacturing and services |
External Roles
| Company/Organization | Role | Public Company? | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the 2025 Proxy; biography lists current role at Gallagher Industries only . |
Board Governance
- Independence and tenure: The Board determined Gallagher is independent; he has served since 2007 .
- Committees: Member, Audit Committee; Member, Risk Committee; not identified as a committee chair .
- Board leadership: UMB combines Chair/CEO roles (J. Mariner Kemper), with strong oversight via a Lead Independent Director (Greg M. Graves; almost eight years in role) .
- Meeting cadence and attendance: In 2024, the Board met six times; the Audit Committee met five times; the Risk Committee met three times; all directors met at least 75% of their Board/committee meetings. Independent directors held three executive sessions .
- Independence review and related banking ties: The Board reviewed director and related-person banking relationships (deposits, credit, trust, investment) and concluded they were on market terms and did not impair independence or require SEC related-party disclosure .
Fixed Compensation
Program structure for non-employee directors (2024):
- Annual Board retainer: $60,000 cash; fully vested stock with grant-date value targeted at $80,000; no meeting fees .
- Committee membership retainers: Audit $15,000; Compensation $10,000; Governance $8,750; Risk $10,000; Committee Chair retainers: Audit $30,000; Compensation $20,000; Governance $17,500; Risk $20,000 .
Kevin C. Gallagher – 2024 reported compensation:
| Component | Amount ($) |
|---|---|
| Fees earned/paid in cash | 85,064 |
| Stock awards (fully vested) | 64,954 |
| Total | 150,018 |
Notes: Cash retainers are paid quarterly; stock amounts reflect the equity retainer earned in 2023 and issued Feb 2, 2024, valued per FASB ASC Topic 718 .
Performance Compensation
- Structure: Directors receive fully vested stock awards as part of the annual retainer; no director options or performance-share units are currently granted; the company does not “time” grants around MNPI disclosures .
- Hedging: Directors are prohibited from short sales, options, or hedging transactions in UMB securities .
Other Directorships & Interlocks
- Compensation Committee interlocks: None in 2024 (no UMB executive served on another company’s comp committee where a UMB director served as an executive) .
- No external public board roles disclosed for Gallagher in the Proxy .
Expertise & Qualifications
- Brings entrepreneurial and operating experience from leading a complex, diversified portfolio of manufacturing and service businesses; experience in investments, mergers, and acquisitions; community relations .
- Committee experience at UMB on Audit and Risk supports oversight of financial reporting and enterprise risk, though he is not identified as an “audit committee financial expert” (designations reside with Lansford, S. Murphy, and Robbins) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Kevin C. Gallagher | 21,494 | <1% | As of Feb 28, 2025; includes direct/indirect holdings and any options exercisable within 60 days (directors typically do not hold options) . |
Ownership alignment policies:
- Director stock ownership guideline: Minimum 5x the annual non-employee equity retainer; all directors (and all NEOs) are in compliance as of the Proxy date .
- Insider trading/hedging: Directors prohibited from hedging or short-term speculative trading in UMB securities .
- Section 16 compliance: All reporting persons (directors, officers, >10% holders) timely filed required ownership reports in 2024 .
Related-Party Exposure
- Policy: Audit Committee must review and approve/ratify related-person transactions >$120,000; exclusions include ordinary-course banking on market terms .
- Disclosed transactions since Jan 1, 2024: Billboard lease with Pioneer Service Corporation (entities controlled by the Kemper family); not involving Gallagher .
- The Board concluded that director/related-person banking relationships did not require SEC disclosure and did not impair independence .
Director Compensation Program Details (context)
| 2024 Director Pay Elements | Amount |
|---|---|
| Board cash retainer | $60,000 |
| Equity retainer (fully vested stock; grant-date target) | $80,000 |
| Audit Committee member retainer | $15,000 |
| Risk Committee member retainer | $10,000 |
Governance Assessment
- Signals that support investor confidence: Independent status; dual service on Audit and Risk; attendance of at least 75% (Board-wide standard met); robust hedging prohibition; strong ownership guidelines with full compliance; no related-party transactions involving Gallagher disclosed .
- Pay alignment: Director pay mix standard for regional banks (cash retainer plus fully vested stock), with disclosed cash/equity amounts in line with committee assignments; no meeting fees .
- Shareholder oversight context: Say-on-pay support was 97.1% at the 2024 annual meeting, indicating broad investor support for compensation practices at UMB (contextual governance signal) .
- Board refreshment context: The Board expanded/turned over with several director additions in January 2025 in connection with the HTLF acquisition, reflecting ongoing refreshment alongside longer-tenured directors .
RED FLAGS: None identified in company disclosures regarding Gallagher—no attendance shortfalls (Board standard met), no related-party transactions involving him, and no pledging or hedging permitted under policy .