Timothy Murphy
UMB FINANCIALAbout Timothy R. Murphy
Timothy R. Murphy, 69, is an independent director of UMB Financial Corporation and has served on the UMBF Board since 2016. He is Executive Chairman of Murphy-Hoffman Company (MHC), a large privately owned heavy and medium duty truck dealer, and previously served as MHC’s CEO beginning in 1989, bringing significant organizational and industry expertise; he also served on UMB Bank’s board from 1999–January 2016, which provides institutional knowledge of the company’s banking operations . He is classified as an independent director under SEC and NASDAQ rules following a Board review of potential relationships and transactions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Murphy-Hoffman Company (MHC) | Executive Chairman | Jan 2017–present | Company oversight, strategic growth in trucking industry |
| Murphy-Hoffman Company (MHC) | Chief Executive Officer | 1989–Jan 2017 | Led large trucking dealer network; supplier councils incl. two terms as Chair of North American Kenworth Dealer Council |
| UMB Bank, n.a. | Director | 1999–Jan 2016 | Long-standing board service prior to consolidation with UMBF Board in 2016 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North American Kenworth Dealer Council | Chair (two terms) | Not disclosed | Supplier council leadership within trucking OEM network |
Board Governance
- Independence: The Board determined Murphy is independent; independent directors comprise more than three-quarters of the Board, with independence assessed against banking relationships and related-person standards under SEC and NASDAQ rules .
- Committees: Murphy serves on the Compensation Committee and the Corporate Audit Committee; both committees consist solely of independent directors .
- Committee expertise: The Audit Committee identified financial experts; while Murphy is not designated a financial expert, he serves on a financially sophisticated committee with oversight of accounting, internal control, and auditor independence .
- Attendance and engagement: In 2024 the Board met 6 times; Audit 5, Compensation 4, Governance 3, Risk 3. Each director attended at least 75% of the meetings of the Board and committees on which they served; nearly all directors attended the 2024 annual shareholder meeting .
- Compensation committee interlocks: None disclosed in 2024; no UMB executive served on boards/comp committees of entities with UMB executives, and no compensation committee member is a former UMB officer .
- Lead Independent Director and executive sessions: Greg M. Graves served as Lead Director; independent directors met in executive session three times in 2024 .
Fixed Compensation
| Component | Structure | Amount/Detail |
|---|---|---|
| Annual cash retainer | Non-employee director cash retainer | $60,000 cash (2024) |
| Equity retainer | Fully vested stock grant | $80,000 grant-date value (2024 design) |
| Committee member cash fees | Audit; Compensation | Audit member $15,000; Compensation member $10,000 (annual) |
| Chair fees (for reference) | Chair retainers | Audit $30,000; Compensation $20,000; Governance $17,500; Risk $20,000 (Murphy not a chair) |
| Meeting fees | Board/committees | None paid for attendance |
| 2024 Director Compensation (Timothy R. Murphy) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 85,064 |
| Stock Awards (grant-date fair value) | 64,954 |
| Total | 150,018 |
Performance Compensation
- Director equity awards are granted fully vested and are not performance-conditioned; performance-based compensation applies to executives, overseen by the Compensation Committee on which Murphy serves .
- 2024 Short-Term Incentive Plan (executives): Pool based 80% on Core PPNR, 20% on NCOs; actual 2024 funding was 191.1%, with a positive 4.8% discretionary adjustment for operating leverage, resulting in final funding of 195.9% .
| Executive STIP Metrics (2024) | Threshold | Target | Maximum | Actual | Payout % | Weight | Weighted % |
|---|---|---|---|---|---|---|---|
| Core PPNR ($mm) | 422.7 | 528.4 | 634.1 | 622.3 | 188.9% | 80% | 151.1% |
| NCOs (%) | 0.32% | 0.27% | 0.22% | 0.10% | 200.0% | 20% | 40.0% |
| Final funding (pre-adjustment) | 191.1% | ||||||
| Discretionary adjustment | Operating leverage 2.7% | +4.8% | 195.9% |
- LTIP for executives: 2024 grants were 40% service RSUs and 60% PSUs tied to 3-year EPS and Adjusted ROTCE with 80% threshold, 100% target, 200% max .
- PSU modifications (watch item): In January 2025, due to HTLF acquisition, the Compensation Committee waived performance conditions for 2023/2024 PSUs and converted them to time-based RSUs at 100.00% and 194.67% of target, respectively—intent to resume RSU/PSU mix in 2025; this could raise pay-for-performance alignment concerns .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Comments |
|---|---|---|---|
| Murphy-Hoffman Company | Private | Executive Chairman | No related-person transactions disclosed with UMB in 2024 |
| North American Kenworth Dealer Council | Council | Chair (two terms) | Industry council; not a public company board |
No other public company boards for Murphy are disclosed in the proxy .
Expertise & Qualifications
- Strategic leadership in heavy truck dealerships with long-tenure CEO experience and supplier council leadership; prior UMB Bank board service adds institutional knowledge of credit, risk, and banking operations .
- Audit and compensation governance experience via committee service; contributes to oversight of accounting and executive pay .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Feb 28, 2025) | 26,674 shares; <1% of outstanding |
| Director ownership guidelines | 5x annual non-employee equity retainer; all directors in compliance |
| Hedging/derivatives policy | Prohibits short sales, options, and hedging by directors/officers |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Transacted | Price ($) | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2024-02-02 | 2024-02-05 | Award (A) | 790 | 82.22 | 25,996 | https://www.sec.gov/Archives/edgar/data/101382/000112760224003374/0001127602-24-003374-index.htm |
| 2025-01-31 | 2025-02-03 | Award (A) | 678 | 117.90 | 26,674 | https://www.sec.gov/Archives/edgar/data/101382/000112760225002664/0001127602-25-002664-index.htm |
Governance Assessment
- Positives: Independent status and dual committee service (Audit, Compensation) support robust oversight; strong board attendance culture; say-on-pay passed with 97.1% in 2024, indicating shareholder support for compensation framework; clawback policy compliant with SEC/NASDAQ; prohibition on hedging aligns director/officer interests with shareholders .
- Alignment: Director compensation mix combines cash retainers with equity, plus committee fees; Murphy’s 2024 pay was $85,064 cash and $64,954 equity (total $150,018), and he held 26,674 shares as of the record date; director ownership guidelines require meaningful equity and are met .
- Watch items / RED FLAGS: The Compensation Committee’s 2025 decision to convert 2023/2024 PSUs to time-based RSUs at 100.00%/194.67% of target due to acquisition impacts could be viewed as a softening of performance rigor—investors may seek clear disclosure and rationale to maintain confidence in pay-for-performance integrity; continued monitoring of related-party transactions (e.g., Pioneer billboards tied to Kemper family entities) is prudent, though none involve Murphy and none outside ordinary banking terms required Item 404 disclosure in 2024 .
- Overall: Murphy’s independence, committee assignments, and ownership position indicate alignment and effective oversight; vigilance on PSU modifications and any potential private company relationships remains advisable for investor confidence .