Leroy Williams Jr.
UMB FINANCIALAbout Leroy J. Williams, Jr.
Independent director of UMB Financial Corporation (UMBF); age 60; director since 2016 (≈9 years of service as of 2025). Founder & CEO of CyberTekIQ (information security consulting) and former Global CIO of Ball Corporation, bringing cybersecurity, enterprise risk, and large-scale transformation expertise to UMB’s board and risk oversight. He is currently designated independent under SEC/Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ball Corporation (NYSE: BLL) | Global Chief Information Officer | May 2005 – Jul 2016 | Led global IT, cybersecurity, and complex transformation initiatives across industries; expertise cited by UMB as valuable to board oversight. |
| CyberTekIQ, LLC | Founder & Chief Executive Officer | Oct 2016 – Present | Advises on maximizing business performance via technology and information security best practices. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Molson Coors Beverage Company | Director | Apr 2022 – Present | Current public company directorship. |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent by the Board (15 of 16 directors independent). |
| Committees (2024–2025) | Compensation Committee (member); Risk Committee (member). Not a chair. |
| Board/Committee meetings in 2024 | Board: 6; Audit: 5; Compensation: 4; Governance: 3; Risk: 3. |
| Attendance | Each director attended at least 75% of Board and committee meetings on which they served in 2024. |
| Annual meeting attendance | All directors but one attended the 2024 annual meeting (virtual). |
| Lead independent director | Greg M. Graves (≈8 years as Lead Director); independent directors held three executive sessions in 2024. |
Fixed Compensation (Director)
| Year | Cash Retainer | Committee Member Fees | Committee Chair Fees | Lead Director Fee | Total Cash (Reported) | Notes |
|---|---|---|---|---|---|---|
| 2024 | $60,000 | $10,000 (Comp) + $10,000 (Risk) | N/A | N/A | $80,064 | Retainer schedule: Audit member $15k; Comp $10k; Gov $8,750; Risk $10k. Cash paid quarterly in arrears. |
Performance Compensation (Director)
| Year | Equity Type | Grant Value Policy | Reported Stock Awards ($) | Vesting/Metrics |
|---|---|---|---|---|
| 2024 service | Fully vested UMB stock | Annual equity retainer with grant-date value $80,000 | $64,954 | Directors receive fully vested shares; no performance metrics tied to director equity. Reported figure reflects equity earned in 2023 and issued Feb 2, 2024 per proxy footnote. |
No options are granted to directors; the company “does not currently grant stock options to its directors or employees.”
Other Directorships & Interlocks
- Current public board: Molson Coors Beverage Company (since April 2022). No UMB-disclosed interlocks or overlapping compensation committees that would raise standard interlock concerns. During 2024, the proxy reports no compensation committee interlocks or insider participation.
Expertise & Qualifications
- Cybersecurity and enterprise risk management; managed large, complex global transformations as CIO (Ball Corp).
- Technology and information security governance suitable for Risk Committee service.
- Independent status and experience across manufacturing, public sector, telecom, and financial services.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Date |
|---|---|---|---|
| Leroy J. Williams, Jr. | 6,794 | ~0.009% (6,794 / 72,655,215) | Feb 28, 2025 |
- Ownership guidelines: Directors must hold UMB stock equal to 5x the annual non-employee equity retainer; company states all directors are in compliance as of the proxy date.
- Hedging: Prohibited for directors and executive officers (no short sales, options, or derivative hedges).
- Pledging: Not specifically addressed in cited sections; no pledging disclosed for Williams in the proxy.
Related-Party & Conflicts Check
- The Board annually reviews director independence and ordinary-course banking relationships; none required disclosure or were deemed to impair independence. Williams is listed as independent.
- Disclosed related-party transaction since Jan 1, 2024: billboard leases with Pioneer Service Corporation (entities associated with the Kemper family) approved by the Audit Committee; no Williams-specific related-party transactions disclosed.
- Policy: Audit Committee must review and approve related person transactions >$120,000; outlines exceptions and review criteria.
Compensation Committee Analysis (governance signal)
- Committee membership includes Williams. The committee uses Aon as independent compensation consultant.
- Notable 2025 action: Converted 2023–2024 Performance Stock Units (PSUs) for executives into time-based RSUs at 100.00% and 194.67% of target, respectively, due to HTLF acquisition distorting performance metrics; intent to resume PSUs in 2025. This can be seen as a potential governance risk (modifying performance conditions), albeit with stated transaction-related rationale.
- Say-on-Pay support was 97.1% in 2024, indicating strong shareholder backing of executive pay design at that time.
Additional Governance Practices (context)
- Clawback policy compliant with SEC and Nasdaq: mandatory recoupment after restatements; discretionary recoupment for misconduct.
- Insider trading policy filed; prohibits hedging and short selling by directors and executive officers.
- Change-in-control design: STIP (cash) is single-trigger accelerated; equity awards generally double-trigger if assumed by acquirer; if not assumed, accelerate at change in control—potential investor sensitivity area overseen by the committee.
Governance Assessment
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Strengths
- Independent director with deep cybersecurity and ERM expertise aligned to Risk Committee mandate.
- Active committee roles (Compensation and Risk); independent board majority and robust governance framework.
- Strong shareholder support for Say-on-Pay (97.1%).
- Director ownership guidelines in place; company indicates compliance; hedging prohibited.
-
Watch items / RED FLAGS to monitor
- PSU-to-RSU conversion for executives (2023–2024 awards) due to M&A impact—committee rationale disclosed, but performance-to-time shift increases pay certainty; monitor 2025 grant mix and performance rigor.
- Executive STIP single-trigger CIC payout—less shareholder-friendly; monitor future policy evolution.
- No director-specific attendance rate disclosed beyond 75% threshold; continue to watch engagement disclosures in future proxies.