Shannon Johnson
UMB FINANCIALAbout Shannon Johnson
Shannon A. Johnson, age 45, serves as Executive Vice President and Chief Administrative Officer (CAO) of UMB Financial Corporation, a role she has held since October 2019 . Her remit emphasizes organizational performance and culture, talent development, and reporting/process efficiency, consistent with her STIP objectives . Company performance during her tenure includes FY2024 net income of $441.2 million, Core PPNR of $622.3 million, strong loan growth (+$1.88B, +8.4% YoY) and deposit growth (+$3.5B, +11.1% YoY) as well as FY2024 TSR value of $180.20 on a $100 initial investment (peer group $144.74) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UMB Financial Corporation | EVP, Chief Administrative Officer | Since Oct 2019 | Oversight of performance/culture; reporting strategy and process efficiency |
| UMB Financial Corporation | EVP, Chief Human Resources Officer | Apr 2015–Oct 2019 | Enterprise HR leadership; talent strategy |
| UMB Financial Corporation | SVP, Executive Director of Talent Management & Development | May 2011–Apr 2015 | Talent development, succession |
| UMB Financial Corporation | SVP, Director of Talent Management | Dec 2009–May 2011 | Core talent management |
External Roles
No external board or public-company roles disclosed for Shannon Johnson in UMBF filings reviewed.
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $417,256 | $431,627 | $550,000 (effective 2025) |
| Base Salary Change YoY | — | +3.0% | +26.6% |
Performance Compensation
STIP (Short-Term Cash Incentive) – Corporate Pool Drivers (FY2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout % | Notes |
|---|---|---|---|---|---|---|---|
| Core PPNR ($mm) | 80% | $422.7 | $528.4 | $634.1 | $622.3 | 188.9% | Linear between points; pool funding driver |
| NCOs (% of avg loans) | 20% | 0.32% | 0.27% | 0.22% | 0.10% | 200.0% | Excellent credit quality |
| Final Pool Funding | — | — | — | — | — | 191.1% | Before discretion |
| Discretionary Adjustment | — | — | — | — | Operating leverage 2.7% | +4.8% | Governance applied |
| Final Funding with Adjustment | — | — | — | — | — | 195.9% | Applied to individual awards |
STIP – Shannon Johnson (FY2024 and FY2025 setup)
| Item | FY2024 | FY2025 Framework |
|---|---|---|
| Target Bonus % of Salary | 90% of 12/31/24 salary | 105% of 12/31/25 salary |
| Annual Target Award ($) | $391,092 | Determined Feb 2026 (based on 2025 metrics) |
| Payout % of Target | 195.9% | — |
| Actual Cash Incentive ($) | $766,149 | — |
| Shannon’s FY2024 Objectives | Performance/culture; retention & development; reporting strategy/process improvements | — |
LTIP (Long-Term Equity Incentives)
| Feature | FY2024 Awards | Vesting | Performance Metrics / Payout Curve |
|---|---|---|---|
| Award Mix | 60% PSUs; 40% Service RSUs | RSUs vest 1/3 annually over 3 yrs ; PSUs over 3-yr period (2024–2026) | PSUs: 50% 3-year EPS; 50% Avg Adjusted ROTCE (ex-AOCI). Threshold 80%→50% payout; Target 100%→100%; Max 130%→200% |
| Grant Date | Feb 9, 2024 | See schedules | Committee can adjust for non-recurring items |
| Johnson RSUs (# / $) | 2,066 units; $168,730 grant-date FV | 1/3 each year (2025, 2026, 2027) | Dividend equivalents accrue on RSUs |
| Johnson PSUs (Target # / $) | Target 3,099 (Threshold 1,550; Max 6,198); $253,095 grant-date FV | Service vest Jan 1, 2027; performance frozen (see below) | No dividend equivalents on PSUs |
| 2025 Amendment (HTLF) | 2023 & 2024 PSUs converted to time-based RSUs; performance frozen at 100.00% (2023) and 194.67% (2024) due to acquisition impacts outside management control | Vests per original service schedule | Committee intends to resume PSU+RSU mix in 2025 |
Realization/Activity (FY2024)
| Item | Value |
|---|---|
| Options exercised (# / $) | 5,676 shares; $269,634 realized |
| Stock vested (RSUs/PSUs) | 5,563 shares; $461,790 value realized |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 21,681 shares; less than 1% of class |
| Options exercisable within 60 days | 1,712 shares |
| Option terms | Exercise price $75.25; expires 2/2/2027 |
| Unvested RSUs (illustrative counts) | 347 (vested 2/12/25), 538 (50% vested 2/11/25; 50% vests 2/11/26), 923 (50% vested 2/10/25; 50% vests 2/10/26), 2,093 (33/33/34% over 2025–2027) |
| Unvested PSUs/Converted RSUs | 2,539 (2022 PSUs earned at 166% and vested as of service 1/1/25) ; 1,990 (2023 PSUs converted; vest service to 1/1/26 at 100%) ; 6,032 (2024 PSUs converted; service to 1/1/27 at 194.67%) ; 8,878 PSUs scheduled 6/30/25, reported at 200% for disclosure; final payout TBD post-period |
| Stock Ownership Guidelines | NEOs must own ≥3x base salary; compliance due within 5 years; all NEOs in compliance |
| Hedging/Pledging | Hedging, short selling, options/derivatives prohibited for directors/Executive Officers |
Employment Terms
- No individual employment agreements; executives are at-will .
- Change-in-control mechanics:
- STIP: single-trigger acceleration with pro-rated metrics if mid-period; no discretionary reductions .
- Equity: if assumed by acquirer, double-trigger vesting on termination without cause/for good reason within 24 months; if not assumed, immediate vesting (RSUs) and PSUs accelerate to extent performance met as of CoC date .
- Potential payouts if CoC occurred on 12/31/2024 for Shannon Johnson: Cash $391,092; Equity acceleration $1,623,274; Total $2,014,366 .
- Death/Disability acceleration value as of 12/31/2024: Equity $1,095,865 .
- Qualified retirement provisions described; Johnson not listed among NEOs eligible for specified 2021–2023 award vesting at 12/31/2024 .
- Clawback: Mandatory recoupment on restatement; discretionary for misconduct; compliant with SEC/NASDAQ Rule 5608 .
- Insider trading policy on file (Exhibit 19.1); trading controls in place .
Compensation Structure Details
| Component | 2024 Data | Design Notes |
|---|---|---|
| Base Salary | $431,627 | Market-informed; +3.0% YoY |
| STIP Target % | 90% of salary | Corporate pool tied 80% Core PPNR, 20% NCOs; operating leverage governor |
| STIP Actual Payout | 195.9% of target; $766,149 paid 2/20/2025 | |
| LTIP Grant (mix/value) | 60% PSUs ($253,095); 40% RSUs ($168,730) | PSUs: 3-yr EPS and avg Adjusted ROTCE (ex-AOCI); RSUs: 3-yr ratable vest |
| 2025 Actions | Base $550,000; STIP target 105%; LTIP value $673,547 | PSU/RSU program to resume post-HTLF |
| Perquisites | Financial consulting $650; sales award trip airfare $862; tax gross-ups $8,806 | Perks used in moderation; governance oversight |
| Deferred Compensation | No deferrals elected in 2024 | Plan available without company match |
| Say-on-Pay | 97.1% approval at 2024 meeting | Committee interpreted as endorsement of design |
Performance Compensation – Metric/Payout Detail (FY2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Core PPNR ($mm) | 80% | $528.4 | $622.3 | 188.9% | Annual cash |
| NCOs (%) | 20% | 0.27% | 0.10% | 200.0% | Annual cash |
| Operating Leverage Adjustment | — | — | 2.7% | +4.8% discretionary | Annual cash |
| PSUs (3-yr EPS) | 50% | 100% target | Performance not disclosed until end of period | 50–200% curve | 3-year |
| PSUs (Avg Adjusted ROTCE) | 50% | 100% target | Performance not disclosed until end of period | 50–200% curve | 3-year |
Investment Implications
- Alignment and risk: Johnson’s compensation is heavily variable and linked to corporate performance (Core PPNR/NCOs) and multi-year PSUs; however, 2025 conversion of 2023–2024 PSUs to time-based RSUs temporarily reduces performance sensitivity, a factor to monitor for pay-for-performance alignment post-HTLF integration .
- Retention: Significant unvested equity with staggered vest dates (including converted RSUs through 2027) and increased 2025 base/STIP targets indicate strong retention mechanisms .
- Trading signals: 2024 option exercises ($269,634 realized) and upcoming vesting/conversion events could create supply around vest dates; hedging is prohibited and ownership guidelines are met, mitigating misalignment risks .
- Governance quality: No employment agreements, robust clawback, and high say-on-pay support (97.1%) signal shareholder-friendly practices and lower severance/change-of-control inflation risk (structured single-/double-trigger mechanics) .