Mariner Kemper - Chief Executive Officer | UMB FINANCIAL (UMBF) Executive Profile & Compensation

About Mariner Kemper

J. Mariner Kemper is Chairman, CEO and Director of UMB Financial Corporation; age 52; director since 2004 and CEO since May 2004, with prior roles including President of UMB through January 2024 and senior leadership across UMB Bank and UMB Bank Colorado dating back to 1997 . Under his leadership, 2024 was a transformational year: UMB announced and closed the HTLF acquisition (completed Q1 2025), delivered annual net income of $441.2 million, Core PPNR of $622.3 million, and maintained exceptional credit quality with NCOs of 0.10%; average loans rose 8.4% and average deposits rose 11.1% year over year . Pay-versus-performance shows CAP rising alongside stock strength, with a 2024 total shareholder return translating to $180.20 for a $100 investment versus $144.74 for the peer index, supported by Core PPNR and net income momentum . Kemper is not independent due to employment and familial ties; the Board mitigates dual role risks via a long-tenured Lead Independent Director and fully independent committees .

Past Roles

Organization	Role	Years	Strategic Impact
UMB Financial Corporation	Chairman & CEO	May 2004–present	Long-tenured leadership, execution of key strategies and branding across all business lines
UMB Financial Corporation	President	Nov 2015–Jan 2024	Oversaw corporate operations through industry volatility and pre-HTLF integration planning
UMB Bank, n.a.	Chairman & CEO	Dec 2012–Jan 2014	Led core bank operations and governance during transition
UMB Bank Colorado, n.a.	Chairman	2000–2012	Directed regional strategy and growth
UMB Bank Colorado, n.a.	President	1997–2000	Operational leadership and market expansion

External Roles

Organization	Role	Years	Strategic Impact
Pioneer Service Corporation	Executive officer; family-controlled (~87% combined)	Ongoing	Company leases KC-area billboards to UMB; Audit Committee renewed a 3-year lease (2025–2027) at $133,132 per year; $126,810 paid in 2024—related-party oversight
Kemper Realty Company	Voting/investment control	Ongoing	Holds 290,397 UMB shares via Kemper-affiliated entity—part of beneficial ownership structure
Multiple trusts (e.g., R. Crosby Kemper Jr. Marital Trust)	Sole/co-trustee; voting authority	Ongoing	Aggregated 2,817,789 shares held at UMB Bank as trustee/co-trustee; e.g., 1,552,304 shares with Kemper having sole voting/dispositive authority

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	$988,464	$1,038,463	$1,074,232
Stock Awards ($)	$2,499,964	$2,599,827	$2,749,911
Non-Equity Incentive (STIP) ($)	$1,890,000	$1,042,073	$2,648,323
All Other Compensation ($)	$50,151	$107,411	$157,888
Total Compensation ($)	$5,428,579	$4,787,774	$6,630,354

2024 base salary was increased to $1,081,500 effective March 18, 2024; 2024 STIP target set at 125% of salary with actual payout of $2,648,323 (195.9% of target) . For 2025, the Board set Kemper’s base salary at $1,200,000, STIP target at 150% of year-end salary, and LTIP grant value at $4,000,000 .

Performance Compensation

Short-Term Incentive Plan (STIP) – 2024

Metric	Weight	Threshold	Target	Maximum	Actual	Payout %	Weighted Payout %
Core PPNR ($mm)	80%	$422.7	$528.4	$634.1	$622.3	188.9%	151.1%
NCOs (%)	20%	0.32%	0.27%	0.22%	0.10%	200.0%	40.0%
Discretionary Operating Leverage Adj.	—	—	—	—	2.7% leverage	+4.8%	—
Final Funding	—	—	—	—	—	195.9%	—

Kemper’s 2024 STIP target was $1,351,875 with a final payout of $2,648,323 (195.9% of target), reflecting corporate outperformance and HTLF integration efforts .

Long-Term Incentive Program (LTIP) – 2022 PSU Payout (certified Jan 2025)

Metric	Weight	Threshold	Target	Maximum	Actual	Payout %	Weighted %
3-Year EPS (2022–2024)	50%	$18.61	$23.26	$30.24	$25.48	132.0%	66.0%
Adjusted ROTCE (avg)	50%	8.64%	10.80%	14.04%	15.27%	200.0%	100.0%
Final PSU Payout	—	—	—	—	—	—	166.0%

Kemper received 24,191 shares upon certification of 2022 PSUs in January 2025 .

2024 Annual Equity Awards (granted Feb 9, 2024)

Award Type	Grant Date	Shares/Units	Grant Date Fair Value ($)
RSUs (Service Units)	2/9/2024	13,468	$1,099,932
PSUs (Performance Units) – Target	2/9/2024	20,203	$1,649,979
PSUs – Threshold/Maximum	2/9/2024	10,102 / 40,406	—

In January 2025, the Compensation Committee converted 2023 and 2024 PSUs into time-based RSUs due to HTLF acquisition impacts, freezing performance at 100.00% (2023) and 194.67% (2024), with service vesting maintained (resume PSUs+RSUs mix in 2025) .

Equity Ownership & Alignment

Ownership Item	Amount/Detail
Total Beneficial Ownership	3,758,981 shares; 5.17% of class at 72,655,215 shares outstanding
Direct	250,497 shares
ESOP	2,309 shares
Kemper-affiliated entities	Kemper Realty Co.: 290,397; Pioneer Service Corp.: 395,989
Trusts via UMB Bank (trustee/co-trustee)	2,817,789 shares with Kemper sole/shared voting authority; major blocks include: 1,552,304 (R. Crosby Kemper Jr. Marital Trust; Kemper sole voting/dispositive authority), 298,193 (R.C. Kemper Charitable Trust; co-trustees), 605,250 (R.C. Kemper Jr. Charitable Trust; majority of co-trustees), 134,431 (Bebe & Crosby Kemper Foundation for the Arts; direction rights), plus additional trusts detailed in proxy
Family custodial accounts	1,000 shares each for son and daughter; Kemper as custodian
Ownership Guidelines	CEO guideline 6× base salary; all directors and NEOs in compliance at proxy date
Hedging/Pledging	Hedging prohibited for directors/executives; pledging policy not disclosed in proxy

Upcoming Vesting and Overhang

Grant/Units	Vesting Detail	Notional Value Basis (12/31/2024)
RSUs: 2,708	Vested 100% on Feb 12, 2025	$305,625
RSUs: 5,122	50% vested Feb 11, 2025; 50% vest Feb 11, 2026	$578,069
2022 PSUs: 24,191	Service vested Jan 1, 2025; certified at 166% and released	$2,730,196
RSUs: 7,956	50% vested Feb 10, 2025; 50% vest Feb 10, 2026	$897,914
2023 PSUs: 17,174	Service vest Jan 1, 2026; performance frozen at 100% per Jan 27, 2025 decision	$1,938,258
RSUs: 13,644	33% vested Feb 9, 2025; 33% vest Feb 9, 2026; 34% vest Feb 9, 2027	$1,539,873
2024 PSUs: 39,329	Service vest Jan 1, 2027; performance frozen at 194.67% per Jan 27, 2025 decision	$4,438,671

Kemper exercised 27,964 options in 2024 (value realized $508,284), though the company does not currently grant new stock options to executives .

Employment Terms

No employment agreement; executives are at-will .
Clawback policy compliant with SEC/NASDAQ; mandatory for restatements, discretionary for misconduct .
Insider trading policy and hedging prohibitions; equity award grant timing avoids MNPI concerns .
Change-in-control (CIC) mechanics:
- STIP: single-trigger acceleration; awards paid based on actual/prorated results at CIC .
- Equity: if awards not assumed by successor, service-based RSUs vest and PSUs accelerate to extent performance met; if assumed, double-trigger (involuntary termination w/o cause or for good reason within 24 months) .
CIC Economics (as of 12/31/2024): Cash $1,351,875; Acceleration of unvested units $12,350,810; Total $13,702,685 .
Tax gross-ups: none on CIC; limited gross-ups disclosed for specific perquisites (e.g., travel) .

Board Governance

Roles: Chairman & CEO; not independent due to employment and family relationships .
Lead Independent Director: Greg M. Graves (approx. 8-year tenure as Lead; Governance Committee Chair) .
Committees: all independent—Compensation (Chair: Robin C. Beery), Audit (Chair: Gordon E. Lansford III), Governance (Chair: Greg M. Graves), Risk (Chair: Kris A. Robbins) .
Attendance: Board met 6 times in 2024; independent directors held 3 executive sessions; all directors attended at least 75% of meetings; most directors attended the annual meeting .
Director pay: employee-directors receive no separate director compensation .

Compensation Committee Analysis

Independent consultant: Aon Human Capital Solutions; advised on design, peer groups, and regulatory updates; determined to be independent .
2024 peer group (pre-HTLF): 15 regional banks (e.g., CBSH, CFR, WBS) used for market benchmarking .
2025 “post-acquisition” peer group: revised 15 banks (e.g., RF, HBAN, KEY, ZION) reflecting enlarged scale .
Best practices: significant at-risk pay, strong ownership guidelines, clawback policy; no excise tax gross-ups; note: proxy lists “no single-trigger change-in-control benefits” generally, but STIP uses single-trigger acceleration (governance nuance) .
Say-on-pay: 97.1% approval at 2024 meeting; committee interprets as endorsement of program .

Related Party Transactions

Billboard leases with Pioneer Service Corporation (family-controlled): renewed for 2025–2027 at $133,132 annually; $126,810 paid in 2024; reviewed/approved by Audit Committee and conducted on market terms .

Investment Implications

Pay-for-performance alignment is strong: STIP tied 80% to Core PPNR and 20% to NCOs, delivering a 195.9% funded pool on above-target execution; LTIP uses multi-year EPS and Adjusted ROTCE to drive long-term value—2022 PSU payout at 166% underscores durable performance .
Governance watch items: CEO/Chair dual role mitigated by a seasoned Lead Independent Director and fully independent committees; however, STIP single-trigger and the conversion of 2023–2024 PSUs into time-based RSUs at 100%/194.67% introduce optics of reduced performance risk—monitor future grant mix and performance rigor .
Ownership alignment is high: Kemper beneficially owns ~5.17% with complex trust control and meets 6× salary ownership guidelines; hedging prohibited; pledging not disclosed—continued review of trust voting dynamics and any pledge disclosures is prudent .
Near-term supply overhang: multiple RSU/PSU service vesting dates through 2027, along with prior option exercises, suggest episodic insider selling windows—use Form 4 monitoring to gauge pressure and signals .
Shareholder sentiment is favorable (97.1% say-on-pay), and risk controls (clawback, independent consultant) are in place; related-party billboard leasing appears modest and overseen, but remains a governance sensitivity .