Thomas Terry

About Thomas Terry

Thomas S. Terry is Executive Vice President and Chief Credit Officer of UMB Financial Corporation, serving in this role since October 2019 after prior leadership as Chief Lending Officer (2011–2019) and a long tenure in commercial lending since joining UMB in 1986; he is 61 years old . Company performance relevant to his remit in 2024 included Core PPNR of $622.3 million, net charge-offs of 0.10% of average loans, and annual net income of $441.2 million . UMB’s pay-versus-performance disclosure shows a 2024 TSR value of an initial $100 at $180.20 versus peer group at $144.74, aligning incentive structures with outcomes; Core PPNR is the company-selected measure for executive pay . Terry’s 2024 short-term incentive payout was increased to 200% of target to recognize his role in maintaining outstanding credit quality .

Past Roles

External Roles

No external board or public company roles for Mr. Terry were disclosed in the filings reviewed .

Fixed Compensation

Base salary moved from $416,416 (2023 base) to $428,908 (effective 3/18/2024; +3.0%) and then to $495,000 for 2025 (+15.4%) to align with peer benchmarking and performance .

Performance Compensation

Short-Term Incentive Program (STIP) – Corporate Funding

Terry – STIP Target and Payout

Performance objectives for Terry focused on credit quality below specified thresholds, borrower relationship development, and succession planning for regional credit officers .

Long-Term Incentive Program (LTIP) – 2024 Awards (mix 40% RSUs, 60% PSUs)

2024 grants detail (plan-based awards):

2022 LTIP PSU results certified (three-year period):

Award vesting outcomes from the 2022 LTIP delivered 1,862 shares to Terry in January 2025 upon certification .

PSU-to-RSU conversion (structural change):

• Due to the HTLF acquisition and metric disruption, 2023 and 2024 PSUs for all NEOs were converted into time-based RSUs, assuming 100.00% (2023) and 194.67% (2024) of target performance through 12/31/2024; the committee intends to resume RSU/PSU mix in 2025 .

Vesting Schedules (as of 12/31/2024; selected awards)

2024 vesting activity (timing and realized value):

Equity Ownership & Alignment

Outstanding unvested equity as of 12/31/2024 totals across multiple RSU/PSU groups with market values shown above; dividend equivalents accrue on unvested Service Units and are distributed upon vesting .

Employment Terms

• At-will employment; no individual employment agreements for NEOs .
• Clawback policy compliant with SEC and NASDAQ Rule 5608; mandatory recoupment on restatements and discretionary recoupment for misconduct .
• Change-in-control mechanics:
  • STIP: single-trigger acceleration; completed-period awards payable immediately based on actual results; in-progress awards prorated and paid based on actual results; no discretionary reductions allowed .
  • Equity: if successor does not assume or substitute awards, Service Units fully vest at change-in-control and PSUs vest to the extent performance standards have been met; if assumed, double-trigger—accelerate only upon termination without cause or for good reason within 24 months, subject to performance achievement .
• Potential payments at change-in-control (as of 12/31/2024):

  Name	Cash Payments ($)	Acceleration of Unvested Restricted Units ($)	Total Change-in-Control ($)
  Thomas S. Terry	300,236	1,352,562	1,652,798

• Death or disability: Service Units accelerate and vest immediately; PSUs accelerate prorated to completed quarters and performance assumptions; Terry’s acceleration value would be $967,561 as of 12/31/2024 .

Perquisites and tax gross-ups (selected 2024 items):

• Country/dining club membership fees for Terry: $13,580 .
• Sales award trip costs, spousal airfare, and related tax gross-up for Terry: $20,415, $1,510, and $9,587, respectively .

Say-on-pay and governance:

• Say-on-pay approval in 2024 was 97.1%; committee interpreted this as endorsement of program design and maintained the framework in 2024 .
• Independent compensation consultant engaged; compensation program balances fixed/variable, cash/equity, short-/long-term, with clawback and ownership guidelines; hedging and short selling prohibited .

Investment Implications

• Alignment and performance sensitivity: Terry’s pay mix includes significant at-risk components—STIP tied 80% to Core PPNR and 20% to NCOs; LTIP PSUs historically tied to 3-year EPS and Adjusted ROTCE, with a 166% payout certified for the 2022 cycle—supporting pay-for-performance alignment during strong 2024 results (Core PPNR $622.3m; NCOs 0.10%) .
• Structural change risk: The PSU-to-RSU conversion for 2023/2024 awards (due to HTLF acquisition timing effects) reduces performance contingency on a portion of long-term equity; committee intends to resume PSU usage in 2025. Investors should monitor 2025 grants for reinstated performance linkage and any precedent risk from future metric adjustments .
• Vesting cadence and potential selling pressure: Multiple RSU tranches vesting in February 2025 and scheduled for February 2026, plus certified PSU vesting in January 2025, create identifiable windows of new share availability; while insider trading windows apply, these dates may contribute to episodic supply dynamics if dispositions occur .
• Retention and protection: No employment agreement but robust CIC protections (double-trigger for equity if assumed) and a compliant clawback reduce severance inflation risk and protect shareholders; the large deferred comp balance ($1.41m) and ownership guideline compliance further anchor retention .

Note: We attempted to fetch Form 4 insider trading data for “Terry” using the insider-trades skill to assess recent selling/buying patterns, but the API returned Unauthorized (401); analysis above relies on proxy/10-K disclosures for ownership and vesting.