UMB Financial Corporation Executive and Director Compensation Summary (2006)
This document outlines UMB Financial Corporation's 2006 compensation arrangements for non-employee directors and named executive officers. Non-employee directors receive annual retainers, restricted stock, and meeting attendance fees. Named executive officers, who serve at will without written contracts, are provided with specified base salaries and may be eligible for annual cash and stock incentive awards based on company plans. Executives also participate in standard employee benefit programs and may receive additional perquisites such as automobile allowances and club memberships.
Exhibit 10.13
UMB FINANCIAL CORPORATION
Summary of the Company’s Compensation Arrangements
with Directors and Certain Executive Officers
Director Compensation. The following tables set forth the 2006 rates of compensation for the Company’s non-employee directors:
| Committee Service | ||||||||||||
| Board Service | Audit | Compensation | Governance and Nominating | |||||||||
| Annual Retainer | $ | 10,000.00 | $ | 5,000.00 | $ | 2,500.00 | $ | 2,500.00 | ||||
| Restricted Stock | $ | 10,000.00 | ||||||||||
| Meeting Attendance Fees | $ | 1,000.00 | $ | 1,000.00 | $ | 1,000.00 | $ | 1,000.00 | ||||
| Committee Chairman Meeting Attendance Fees | -0- | $ | 1,000.00 | $ | 1,000.00 | $ | 1,000.00 | |||||
| Telephonic Meeting Attendance Fees | $ | 500.00 | $ | 500.00 | $ | 500.00 | $ | 500.00 | ||||
Named Executive Officer Compensation
None of the Company’s current named executive officers (as defined in Regulation S-K Item 402(a)(3)) have written employment agreements with the Company, and all such named executive officers serve as employees at will. Summaries of the Company’s unwritten employment arrangements with the named executive officers are as follows:
Base Salary
Effective January 1, 2006, the current named executive officers are scheduled to receive the following annual base salaries in their current positions:
| Name and Current Position | Base Salary ($) | ||
| J. Mariner Kemper (Chairman and Chief Executive Officer) | $ | 500,000.00 | |
| Peter J. deSilva 1 (President and Chief Operating Officer) | $ | 460,000.00 | |
| Peter J. Genovese (CEO – St. Louis and Vice Chairman – East Region) | $ | 323,730.00 | |
| David D. Kling (Divisional Executive Vice President, UMB Bank, n.a.) | $ | 245,000.00 | |
| Vincent J. Ciavardini2 (Vice Chairman of the Company, President and CEO of UMB Fund Services, Inc.) | $ | 300,000.00 | |
| 1 | Mr. deSilva’s Restricted Stock Award Agreement and employment arrangement description are filed as Exhibit 10.9 to this Form 10-K. |
| 2 | Mr. Ciavardini’s employment arrangement description is filed as Exhibit 10.8 to this Form 10-K. |
Annual and Long-Term Incentive Plans. In their current positions, certain of the named executive officers may be eligible to:
| • | Receive an annual cash incentive award pursuant to the Company’s 2005 Short-Term Incentive Plan (filed as Exhibit 10.7 to this Form 10-K). Under such plan, Mr. Kemper, Mr. deSilva and Mr. Genovese may be eligible to receive target awards of 50% of their respective base salaries, and Mr. Ciavardini and Mr. Kling may be eligible to receive target awards of 30% of their respective base salaries. |
| • | Receive annual stock awards pursuant to the Company’s Long-Term Incentive Plan (filed as Exhibit 10.3 to this Form 10-K). Under such plan, Mr. Kemper and Mr. deSilva may be eligible to receive awards equal to 100% of their respective base salaries; Mr. Genovese may be eligible to receive stock awards equal to 70% of his base salary; and Mr. Ciavardini and Mr. Kling may be eligible to receive stock awards equal to 50% of their respective base salaries. |
Benefit Plans and Other Arrangements. In their current positions, the named executive officers are eligible to:
| • | Participate in the Company’s broad-based benefit programs generally available to its salaried employees, including health, disability and life insurance programs, the Employee Stock Ownership Plan of UMB, the UMB Profit Sharing and 401(k) Savings Plan, and any applicable severance plan. |
| • | Receive certain perquisites offered by the Company, including an automobile allowance, disability insurance, club membership fees and relocation payments, if applicable. |
