Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers OnFebruary 11, 2020 , the Compensation Committee of the Board of Directors ofUMB Financial Corporation (the "Company") awarded, pursuant to theUMB Financial Corporation Omnibus Incentive Compensation Plan, 7,323 performance stock units ("PSUs") toJames D. Rine , President and CEO ofUMB Bank , n.a. (the "Bank"), with a grant date value of approximately$500,000 (the "Award"). The performance period of the Award ends onDecember 31, 2022 and the performance metrics that determine vesting of the Award include:
• 100% payout if the Bank has positive core net operating income for all
three years of the performance period (the "First Performance Standard").
Core net operating income is the Company's after-tax net income with the
Compensation Committee making adjustments for non-recurring gains or
losses and other circumstances as the Compensation Committee may determine
fair and appropriate;
• 133% payout if the First Performance Standard is satisfied and certain
service platforms are implemented for the Bank (collectively, the "Second
Performance Standard");
• 166% payout if the Second Performance Standard is satisfied and certain
additional service platforms are implemented for the Bank (collectively,
the "Third Performance Standard"); and
• 200% payout if the Third Performance Standard is satisfied and certain
expense reduction measures are achieved.
The Award will vest following the completion of the performance period to the extent that the Compensation Committee has determined that the performance standards have been met.
The above summary of the Award terms is qualified entirely by reference to the Performance Share Unit Award Agreement, which is being filed as an exhibit to this report.
Item 9.01 Financial Statements and Exhibits
10.1 Performance Share Unit Award Agreement* 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
*Exhibits to the Performance Share Unit Award Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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