Margaret Lazo
UMB FINANCIALAbout Margaret Lazo
An accomplished human capital executive, Margaret Lazo (age 58) joined UMB Financial Corporation’s Board in 2025 following UMB’s acquisition of Heartland Financial USA, Inc. (HTLF) . She is principal of ML Talent Strategies (since Oct 2023), and previously served as CHRO at Univision Communications (2016–2021), Global HR Leader (Americas) at GE Capital (2012–2016), and held senior HR roles at NBCUniversal (1995–2012). She holds a Bachelor of Science in Communications and Business from St. John’s University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ML Talent Strategies, Inc. | Principal | Oct 2023–present | Advises on talent strategy and organizational change |
| Cerberus Capital Management, L.P. | Senior Operating Consultant (Independent) | Jan 2023–Oct 2023 | Led human capital initiatives across portfolio companies |
| Univision Communications | Chief Human Resources Officer | Apr 2016–Dec 2021 | Enterprise HR leadership across large media organization |
| GE Capital | Global HR Leader, Americas | 2012–2016 | Led HR across Americas region for financial services |
| NBCUniversal | Senior HR leadership roles | 1995–2012 | Talent development, inclusivity, transformation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bullseye Engagement, Inc. | Advisory Board Member | Current | Human capital management software |
| Xapa, Inc. | Advisory Board Member | Current | Gamified personal enrichment platform |
| Hispanic Federation | Board Member; Governance Committee Lead | Current | Nonprofit governance leadership |
Board Governance
- Independent director; the Board determined Lazo is independent under SEC and NASDAQ rules .
- Current committee assignments: Compensation Committee (member; joined Jan 2025) and Risk Committee (member; joined Jan 2025). All committees are comprised solely of independent directors .
- Board leadership: Chairman and CEO roles combined; strong independent oversight via Lead Independent Director (Greg M. Graves, Lead Director for ~8 years; also Chair of Governance Committee) .
- Board and committee cadence: In 2024, Board met 6x; Audit (5x), Compensation (4x), Governance (3x), Risk (3x); each director met at least 75% attendance for their 2024 service (note Lazo joined in 2025) .
- Related-party and independence safeguards: The Board reviewed directors’ banking relationships and concluded none required Item 404 disclosure or impaired independence . Related-party approval governed by Audit Committee policy and process .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $60,000 | Non-employee directors; paid quarterly in arrears |
| Annual equity retainer | $80,000 (fully vested stock) | Grant-date value; issued annually |
| Lead Director cash retainer | $35,000 | Additional to standard retainer |
| Committee Chair cash retainers | Audit $30,000; Compensation $20,000; Governance $17,500; Risk $20,000 | Paid to chairs |
| Committee member cash retainers (non-chair) | Audit $15,000; Compensation $10,000; Governance $8,750; Risk $10,000 | Paid to members |
| Meeting fees | None | No per-meeting fees |
Lazo joined UMB’s Board and committees in Jan 2025; 2024 director compensation levels are shown above (2025 levels not disclosed in the proxy) .
Performance Compensation
- UMB does not grant options to directors and director equity retainers are fully vested stock (no performance conditions) .
- Compensation Committee oversight: 2024 executive STIP funding metrics were 80% Core PPNR and 20% NCOs; final funding 191.1% plus a 4.8% positive discretionary adjustment (operating leverage +2.7%), resulting in 195.9% final funding .
| 2024 STIP Metric | Threshold | Target | Maximum | Actual | Score | Weight | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Core PPNR ($mm) | $422.7 | $528.4 | $634.1 | $622.3 | 117.8% (funding 188.9%) | 80% | 151.1% |
| NCOs (%) | 0.32% | 0.27% | 0.22% | 0.10% | >120% (funding 200%) | 20% | 40.0% |
| Final STIP funding | 191.1% | ||||||
| Discretionary adjustment | Op. leverage +2.7% | +4.8% | |||||
| Final funding after adj. | 195.9% |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Comments |
|---|---|---|---|
| Heartland Financial USA, Inc. (HTLF) | Director | Apr 2023–Jan 2025 | UMB acquired HTLF on Jan 31, 2025; Lazo transitioned to UMB Board post-acquisition |
The Compensation Committee (which includes Lazo as a member from Jan 2025) approved amendments converting 2023–2024 PSUs to time-based RSUs due to the HTLF acquisition impact on metrics (converted at 100.00% and 194.67% of target, respectively) .
Expertise & Qualifications
- Deep human capital leadership with enterprise CHRO experience, talent development, inclusivity, and transformation across media and financial services sectors .
- Prior HR leadership at GE Capital and NBCUniversal; consulting exposure via Cerberus portfolio initiatives; current talent advisory work .
- Education: B.S. in Communications and Business (St. John’s University) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 3,660 | As of Feb 28, 2025 |
| Shares outstanding | 72,655,215 | Record date Feb 28, 2025 |
| Ownership as % of shares outstanding | ~0.005% | Computed from disclosed holdings and shares outstanding |
| Vested vs. unvested | Director equity retainer is fully vested stock; no options granted to directors | |
| Hedging/derivatives | Prohibited for directors under Corporate Governance Guidelines | |
| Ownership guidelines | Directors: minimum market value equal to 5× annual non-employee equity retainer | |
| Compliance status | As of proxy date, all directors and NEOs are in compliance with ownership guidelines |
Governance Assessment
- Independence and committee roles: Lazo is independent and serves on key oversight committees (Compensation and Risk), aligning her HR and risk acumen with board needs .
- Board oversight strength: Combined Chair/CEO mitigated by an experienced Lead Independent Director and a fully independent committee structure; regular executive sessions and comprehensive risk oversight .
- Pay-for-performance governance watchpoint: Compensation Committee’s conversion of 2023–2024 PSUs to time-based RSUs due to the HTLF acquisition reduces performance linkage for executives in those grants—investors may view this as a dilution of pay rigor even if rationale acknowledges uncontrollable acquisition impacts .
- Shareholder signals: Prior say-on-pay support was strong at 97.1% in 2024, indicating investor confidence in compensation governance; clawback policy compliant with SEC and NASDAQ adds alignment safeguards .
- Related-party exposure: No Lazo-specific related-party transactions disclosed; Board concluded director banking relationships were ordinary-course and non-reportable under Item 404 .
RED FLAGS: PSU-to-RSU conversions (performance dilution risk) in 2025 following HTLF acquisition .