Susan Murphy
UMB FINANCIALAbout Susan Murphy
Susan G. Murphy, age 68, joined UMB Financial Corporation’s board in 2025 after serving as an audit committee chair at Heartland Financial USA, Inc. and brings deep public accounting, investment advisory, and public policy expertise. She is designated by UMB as an audit committee financial expert and serves on the Audit and Risk Committees; she holds a BA in Accounting from the University of Notre Dame and executive certificates from Wharton, Stanford Fiduciary College, and Harvard Law School’s Advanced Trustee Studies program . As of the proxy date, she is classified as an independent director under SEC/NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colorado Public Employees’ Retirement Association (PERA) | Trustee | 2007–2021 | Chaired Investment Committee; oversight of ~$60B assets for ~620,000 beneficiaries |
| Lincoln Investments | Financial Advisor | 2004–2023 | Investment advisory for individuals/families; financial strategies |
| Ernst & Young | Public Accounting (early career) | Not disclosed | Public accounting experience |
| Arrupe Jesuit High School (Cristo Rey) | Trustee; Board Chair | Trustee: 2009–2016; 2017–2022; Chair: 2019–2022 | Board leadership and governance |
| The Grace Alliance, LLC (Denver) | Principal | 2005–present | Financial strategy advisory for individuals/families |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heartland Financial USA, Inc. (HTLF) | Director; Audit Committee Chair | Director: 2018–Jan 2025; Chair: Apr 2022–Jan 2025 | Audit leadership; integration experience prior to HTLF’s acquisition by UMB |
| Catholic Archdiocese of Denver | Finance Council Member; Investment Committee Chair | 2019–present | Oversight of investment policies/practices |
Board Governance
- Independence: The Board determined Murphy is independent; independent directors comprise >75% of the Board .
- Committee assignments and expertise:
- Audit Committee member; designated audit committee financial expert .
- Risk Committee member .
- Board leadership and engagement context:
- Lead Independent Director (Greg M. Graves) coordinates independent director sessions; independent directors met in executive session three times in 2024 .
- 2024 cadence: Board met six times; Audit met five; Risk met three; Compensation met four; Governance met three. Each director (serving in 2024) attended ≥75% of applicable meetings; Murphy joined in 2025 (no 2024 attendance data specific to her) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $60,000 | Paid quarterly in arrears; no meeting fees |
| Annual equity retainer (fully vested stock) | $80,000 grant-date value | Issued as UMB stock; fully vested |
| Lead Director retainer (cash) | $35,000 | Additional to base retainer |
| Committee Chair cash retainers | Audit: $30,000; Compensation: $20,000; Governance: $17,500; Risk: $20,000 | Paid quarterly |
| Committee member cash retainers | Audit: $15,000; Compensation: $10,000; Governance: $8,750; Risk: $10,000 | Paid quarterly |
Performance Compensation
- Non-employee director compensation is cash plus fully vested stock; no disclosed performance-conditioned director equity (no PSUs/option grants to directors). UMB states it does not currently grant stock options to directors and prohibits repricing/cash-out of underwater options in its plan features .
- Clawback policy: Comprehensive clawback complying with SEC/NASDAQ; focused on executive incentive-based compensation (not director retainers) .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Overlap/Interlocks |
|---|---|---|---|
| UMB Financial Corporation (UMBF) | Public | Director; Audit & Risk Committee member | Multiple HTLF directors joined UMB post-acquisition (cohort integration context) |
| Heartland Financial USA, Inc. (HTLF) | Public | Director; Audit Committee Chair | HTLF acquired by UMB on Jan 31, 2025; governance continuity in financial oversight |
Expertise & Qualifications
- Financial/accounting: Public accounting foundation (Ernst & Young); audit committee financial expert designation at UMB .
- Investment oversight: Chaired PERA Investment Committee with ~$60B AUM and ~620k beneficiaries; investment committee leadership roles .
- Credentials: BA in Accounting (Notre Dame); certificates in International Investing/Emerging Markets (Wharton), fiduciary governance (Stanford), advanced trustee studies (Harvard Law School) .
- Risk and governance: Service on audit and risk committees; extensive trustee/board governance roles .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (UMB shares) | 11,110 | Includes direct/indirect holdings per SEC definition |
| Shares outstanding (record date) | 72,655,215 | As of Feb 28, 2025 |
| Ownership as % of outstanding | ~0.015% (11,110 ÷ 72,655,215) | Approximate, derived from disclosed figures |
| Director ownership guidelines | ≥5x annual non-employee equity retainer grant | Applies to all directors |
| Compliance status | All directors in compliance as of proxy date | Company-wide statement |
| Hedging policy | Directors prohibited from hedging/short sales/options | Alignment measure |
Insider Trades
| Filing Date | Transaction Date | Type | Notes | Source |
|---|---|---|---|---|
| 2025-02-03 | 2025-01-31 | Form 4 (acquisition) | Acquired UMB shares as a result of HTLF merger; reporting owner Susan G. Murphy | |
| 2025-02-03 | 2025-01-31 | Form 4 summary | “Acquired as a result of a merger” disclosure | |
| 2023-06-16 | 2023-06-16 | Form 4 (HTLF) | Prior beneficial ownership changes at HTLF (CIK 0001749724) |
Governance Assessment
-
Positive signals
- Independence and audit financial expert status support board effectiveness on financial reporting and controls .
- Deep pension/investment oversight (PERA chair) and prior public company audit leadership (HTLF) align with UMB’s risk and audit committee needs post-acquisition .
- Ownership alignment: directors subject to robust stock ownership guidelines; Company states all directors are in compliance; hedging prohibited .
- Board structure: strong lead independent director, regular executive sessions, and comprehensive risk oversight framework through Audit and Risk Committees .
-
Watch items and potential conflicts
- Cohort integration: Several HTLF directors, including Murphy, joined UMB post-acquisition; continued monitoring warranted for committee independence during integration of financial/reporting systems .
- Related-party oversight: Board discloses Kemper-related billboard leases approved by Audit Committee; while not involving Murphy, continued vigilance on related-party transactions is prudent .
- Equity award governance for executives: The Compensation Committee converted 2023–2024 PSUs to time-based RSUs due to the HTLF acquisition’s impact on metrics—appropriate rationale but merits investor monitoring of performance linkage in 2025 grants .
-
Shareholder feedback
- Say-on-pay support was strong (97.1% in 2024), indicating investor confidence in compensation governance; Committee retained program design principles thereafter .
Board Governance (Committee Summary)
| Committee | Role | Notes |
|---|---|---|
| Audit | Member; financial expert | Heightened independence; oversees auditors, internal audit, controls, non-GAAP measures, complaint procedures |
| Risk | Member | Oversees enterprise risk framework, risk appetite, CRO reporting, regulatory examinations |
Director Compensation (Program Overview)
| Element | UMB Policy | Applicability |
|---|---|---|
| Base cash retainer | $60,000 | Non-employee directors |
| Equity retainer (stock) | $80,000 grant-date fair value; fully vested | Non-employee directors |
| Committee chair fees | Audit $30,000; Compensation $20,000; Governance $17,500; Risk $20,000 | Additional cash |
| Committee member fees | Audit $15,000; Compensation $10,000; Governance $8,750; Risk $10,000 | Additional cash |
| Lead director | $35,000 cash retainer | Governance leadership |
| Meeting fees | None | Cost discipline |
Related Party Transactions (Oversight Context)
- Audit Committee reviews and must approve related person transactions >$120,000; defined policy includes banking services exceptions if arm’s length and ordinary course .
- Disclosed transaction: Billboard lease with Pioneer Service Corporation (Kemper-related) renewed 2025–2027; $133,132 annual; prior 2024 payments $126,810; approved by Audit Committee .
- Board concluded independent directors’ banking relationships do not impair independence and none required SEC disclosure under Item 404 beyond what was reported .
About UMB’s Ownership & Engagement Context
- Principal holders: BlackRock 10.86%, Vanguard 8.38%, State Street 5.32%; CEO J. Mariner Kemper 5.17% beneficial ownership—context for governance and potential influence .
- Shareholder engagement: Governance-focused outreach paused in 2024 due to HTLF acquisition; expected to resume in 2025 .
Overall, Murphy’s independence, audit financial expertise, and large-plan investment oversight bolster UMB’s post-acquisition control environment and risk governance. Watch for continued performance linkage in executive equity awards and routine review of related-party approvals to sustain investor confidence .