Proxy Statement - Form DEF 14A

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.)

​

​

​

Table of Contents

​

​

​

​

Table of Contents

Table of Contents

​

​

​

​

​

​

Table of Contents

General Information

​

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board of Directors" or the "Board") of National Bank Holdings Corporation, a Delaware corporation (the "Company", "NBHC", "we", "us" or "our"), to be used during our 2024 Annual Meeting of Shareholders (the "Meeting") and at any postponements or adjournments thereof. The Meeting will be held at the offices of Community Banks Mortgage, a division of NBH Bank located at 7800 E. Orchard Road, Suite 100, Greenwood Village, Colorado 80111 at 8:30 a.m. Mountain Time on Wednesday, May 1, 2024.

​

In this proxy statement, we refer to our employees as "associates." In this proxy statement, we also refer to the Notice of Annual Meeting of Shareholders, this proxy statement, our 2023 Annual Report to Shareholders and the accompanying proxy as our "Proxy Materials."

​

Holders of record of shares of Class A common stock at the close of business on March 11, 2024 (the record date) are entitled to notice of, and to vote at, the Meeting. As of such date, there were 37,806,167 shares of Class A common stock outstanding and entitled to vote. In addition, as of such date, there were 237,662 shares of unvested restricted stock (Class A common stock) entitled to vote. Each share of our Class A common stock is entitled to one vote on all matters (in the case of Proposal 1, with respect to the election of each director).

​

Please read the Proxy Materials carefully. You should consider the information contained in this proxy statement when deciding how to vote your shares. You have a choice of voting by proxy over the Internet, by using a toll-free telephone number or by completing a proxy card and mailing it in the postage-paid envelope provided. If your shares are held in the name of a bank, broker or other holder of record, please refer to your proxy card or the voting information provided by your bank, broker or other holder of record to see which voting options are available to you. Voting via the Internet, by telephone or by mail will not prevent you from voting your shares during the Meeting. However, if you hold shares through a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote during the Meeting. Otherwise, your shares will be voted in the manner in which you instructed the record holder of your shares.

​

When you vote by proxy, your shares will be voted according to your instructions. If you are a shareholder of record, you may revoke your proxy at any time prior to the close of the polls during the Meeting by submitting a later dated proxy or delivering a written notice of revocation to our Secretary, Angela Petrucci, at National Bank Holdings Corporation, 7800 E. Orchard Road, Suite 300, Greenwood Village, CO 80111. If you hold shares through a bank, broker or other holder of record, you must contact the holder of record to revoke any prior voting instructions.

​

We pay the cost of soliciting proxies. Members of our Board and other associates may solicit proxies by mail, telephone, fax, email or electronically. We will not pay directors or other associates any extra amounts for soliciting proxies. We may, upon request, reimburse brokerage firms, banks or similar nominees representing street name holders for their expenses in forwarding Proxy Materials to their customers who are street name holders and obtaining their voting instructions.

​

Any shareholder entitled to vote at the Meeting may attend the Meeting. If you hold shares through a bank, broker or other holder of record and would like to attend the Meeting, you will need to bring an account statement or other acceptable evidence of ownership of our Class A common stock as of the record date. Each shareholder who attends may be asked to present valid picture identification, such as a driver's license or passport. Please note that the use of cell phones, tablets, recording and photographic equipment, computers and/or other similar devices is not permitted in the meeting room at the Meeting.

​

Our principal executive offices are located at 7800 E. Orchard Road, Suite 300, Greenwood Village, CO 80111.

​

​

Table of Contents

​

Vote Required for Approval

​

The presence, by proxy or at the meeting, of the holders of a majority of the outstanding shares of our Class A common stock entitled to vote during the Meeting shall constitute a quorum. Withheld votes, abstentions and broker "non-votes" (shares held by a broker or nominee that has not received voting instructions from its client and does not have discretionary authority to vote on a particular matter) are counted as present for purposes of establishing a quorum. If you are a beneficial shareholder and your broker holds your shares in its name, the rules of the New York Stock Exchange ("NYSE") permit your broker to vote your shares on the ratification of the appointment of our independent registered certified public accounting firm (Proposal 2), even if the broker does not receive voting instructions from you. However, under the NYSE rules, your broker cannot vote your shares on the other proposals if you do not timely provide instructions for voting your shares.

​

For Proposal 1 (election of directors), the nine nominees for director receiving a plurality of the votes cast during the Meeting in person or by proxy will be elected. This means that the director nominee with the most votes for a particular slot is elected for that slot. Only votes "for" affect the outcome. Withheld votes and broker "non-votes" will have no effect on the voting results for this proposal.

​

Proposal 2 (ratification of the appointment of our independent registered public accounting firm) will be passed if a majority of the shares of our Class A common stock present during the Meeting and entitled to vote cast their votes "for" this proposal. Abstentions will be counted as votes present and entitled to vote and will have the same effect as votes "against" this proposal. No broker "non-votes" are expected to exist in connection with this proposal.

​

Proposal 3 (the advisory proposal on the compensation of our named executive officers) will be approved if a majority of the shares of our Class A common stock present during the Meeting and entitled to vote cast their votes "for" this proposal. Abstentions will be counted as votes present and entitled to vote and will have the same effect as votes "against" this proposal. Broker "non-votes" are not considered to be entitled to vote and therefore will have no effect on the voting results for this proposal. The advisory vote on executive compensation (Proposal 3) is non-binding. Our Board and our Compensation Committee, however, will review the results of the vote and, consistent with our commitment to shareholder engagement, will take it into account in making a determination concerning the advisory vote on executive compensation.

​

Approval of any other business that may properly come before the Meeting will require the affirmative vote of a majority of the shares present or represented by proxy during the Meeting and entitled to vote thereon.

​

Voting for Registered and Beneficial Shareholders

​

You may vote your shares during the Annual Meeting or by proxy. There are three ways to vote by proxy:

​

Via Internet: You may vote your shares over the internet by going to www.proxyvote.com. You will need to enter your 16-digit control number (found at the top right hand side of the form of proxy or voting instruction form that you received in the mail) to identify yourself as a shareholder on the voting website.

​

By Telephone: Vote by telephone by calling 1-800-690-6903. You will need to enter your 16-digit control number (found at the top right hand side of the form of proxy or voting instruction form that you received in the mail) to identify yourself as a shareholder.

​

By Mail: Mark, sign and date your proxy card and return it in the postage paid envelope we have provided or return it to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, NY, 11717.

​

​

​

Table of Contents

Your voting instructions must be received by the proxy voting deadline which is Tuesday, April 30, 2024. The internet (other than during the meeting) and telephone voting facilities will close at 11:59 p.m. Eastern Time on April 30, 2024.

​

Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy using one of the methods described above. Shareholders of record who attend the meeting may vote their shares online, even though they have sent in proxies.

​

If you have any questions or require voting assistance, please contact us at [email protected].

​

Stock Ownership of Certain Beneficial Owners and Management

​

The following table sets forth, as of March 11, 2024, information regarding the beneficial ownership of our Class A common stock by (i) each person known by us to own beneficially more than five percent of the shares of our Class A common stock (our only class of voting securities outstanding); (ii) each of our Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and the three other highest paid executive officers for 2023 (those five executive officers are listed in the table captioned "Summary Compensation Table" elsewhere in this proxy statement and are collectively referred to as the "Named Executive Officers" or "NEOs"); (iii) each director; and (iv) all current directors and executive officers as a group.

​

We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission ("SEC"). Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. We have based our calculation of the percentage of beneficial ownership on 38,043,829 shares, which number is comprised of 37,806,167 shares of Class A common stock outstanding and 237,662 shares of unvested restricted stock (which shares of restricted stock are entitled to voting rights), in each case as of March 11, 2024.

​

In computing the number of shares of Class A common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of Class A common stock subject to options held by that person that are currently exercisable or exercisable within sixty days of March 11, 2024.

​

​

Table of Contents

We, however, did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person. Beneficial ownership representing less than 1% is denoted with an asterisk (*).

​

​

​

​

​

Table of Contents

​

​

​

​

Table of Contents

Proposal 1 - Election of Directors

​

Size and Composition of Board. The Board currently stands at nine members with the appointment of Robin Doyle as of March 18, 2024. The current members of the Board are G. Timothy Laney (Chairman), Ralph W. Clermont (independent Lead Director), Robert E. Dean, Robin Doyle, Alka Gupta, Fred J. Joseph, Patrick Sobers, Micho F. Spring, and Art Zeile.

​

Nominees. Upon the recommendation of the Nominating & Governance Committee, the Board has nominated the persons named below for reelection to the Board. With the exception of Mr. Laney, who serves as our Chairman, President and CEO, and Mr. Sobers, who retired as an executive officer of the bank in June 2021, the Board has determined that each of these nominees is an independent director, as discussed further below under "Director Independence."

​

Each of the directors elected during the Meeting will be elected for a one-year term which expires at the next annual meeting of shareholders, and will serve until the director's successor has been elected and qualified, or until the director's earlier resignation or removal.

​

In the event that any nominee is no longer a candidate for director at the time of the Meeting, the proxyholders will vote for the rest of the nominees and may vote for a substitute nominee in their discretion. To the best of its knowledge, the Company has no reason to believe that any of the nominees will be unable to serve as directors if elected.

​

​

​

​

Table of Contents

​

​

​

Table of Contents

​

​

​

Table of Contents

​

​

​

Table of Contents

​

​

​

Table of Contents

​

​

​

​

Table of Contents

​

​

​

Table of Contents

​

​

​

​

Table of Contents

Governance

​

The Board is committed to sound and effective governance principles and practices. The Board has adopted Governance Guidelines to provide the framework for the governance of the Board and the Company. These guidelines set forth, among other matters, qualifications for Board membership, director independence standards, director responsibilities, information about the structure of the Board and its committees, director compensation, management succession and Board self-evaluation. Each director serves for a one-year term. We do not have a staggered or classified Board.

​

The Board has adopted a Code of Business Conduct and Ethics that applies to all of our associates as well as our directors. Additionally, the Board has adopted a Supplemental Code of Ethics for CEO and Senior Financial Officers (together, with the Code of Business Conduct and Ethics, the "Codes of Ethics"). We expect all of our associates to adhere to the highest standards of ethics and business conduct with other associates, clients, shareholders, and the communities we serve and to comply with all laws, rules, and regulations that govern our business.

​

Shareholders and other interested persons may view our Governance Guidelines, our Codes of Ethics and other key information about our corporate governance on our website at www.nationalbankholdings.com.

​

Board and Committee Meetings; Annual Meeting Attendance

​

Directors are expected to attend all Board meetings and meetings of committees. Only committee members vote on committee actions taken.

​

The Board held 7 meetings during 2023 and each director attended at least 75% of the total number of meetings of the Board and committees. The Board and each standing committee regularly meet in executive session. During 2023, the Board met in executive sessions without the CEO and other members of management present four times. During 2023, the independent Lead Director chaired each of the executive sessions of the Board, and the chairs of each committee chaired the executive sessions of the committees.

​

All directors are expected to attend each annual meeting of shareholders of the Company. In 2023, all directors attended the Company's annual meeting of shareholders.

​

Committees of the Board

​

The Board has established three standing committees: Audit & Risk Committee, Compensation Committee and Nominating & Governance Committee. The Board's committees act on behalf of the Board and report on their activities to the entire Board. The Board appoints the members and chair of each committee based on the recommendation of the Nominating & Governance Committee. In 2023, the Audit & Risk Committee appointed a sub-committee to oversee Emerging Technologies and reports to the Audit & Risk Committee.

​

​

​

Table of Contents

The following table provides membership information for each of the Board's standing committees as of the date of this proxy statement.

​

*Member of the Emerging Technologies Sub-Committee (Art Zeile, Chair)

​

With respect to each committee, the Board has adopted a charter that addresses its purpose, authority and responsibilities and contains other provisions relating to, among other matters, membership and meetings. In its discretion, each committee may form and delegate all or a portion of its authority to subcommittees of one or more of its members. As required by its charter, each committee periodically reviews and assesses its charter's adequacy and reviews its performance, and also is responsible for overseeing risk related to the responsibilities described in its charter. Shareholders and other interested persons may view each committee's charter on the Investor Relations section of our website at www.nationalbankholdings.com.

​

Audit & Risk Committee

​

Purpose and Responsibilities. The Audit & Risk Committee is responsible for, among other things:

​

​

Membership and Meetings. Under its charter, the Audit & Risk Committee must have a minimum of three members. No Audit & Risk Committee member may serve on the audit committee of more than two other public companies. Each member of the Audit & Risk Committee is independent, as independence for audit committee members is defined by NYSE and SEC rules, as discussed below under "Director Independence." The Board has determined, in its business judgment, that each current member of the Audit & Risk Committee is financially literate as required by NYSE rules, and that Mr. Clermont, the committee's chair, and Ms. Doyle, each qualify as an "audit committee financial expert" as defined by SEC regulations.

​

The Audit & Risk Committee meets as often as necessary to carry out its responsibilities, but no less than quarterly. In 2023, the Audit & Risk Committee met four times.

​

​

​

Table of Contents

Compensation Committee

​

Purpose and Responsibilities. The Compensation Committee is responsible for, among other things:

​

The Compensation Committee's process and procedures for establishing compensation for our Named Executive Officers is discussed in the "Compensation Discussion and Analysis" section elsewhere in this proxy statement.

​

Membership and Meetings. Under its charter, the Compensation Committee must have a minimum of three members, two of which must meet the definition of a "non-employee director" under Rule 16b-3 of the Securities Exchange Act of 1934 (the "Exchange Act"). All Compensation Committee members must be independent under NYSE rules. The Board has determined that each current Compensation Committee member meets these qualifications, as further discussed below under "Director Independence." The Compensation Committee meets as often as necessary to carry out its responsibilities, but no less than quarterly. In 2023, the Compensation Committee met four times.

​

Nominating & Governance Committee

​

Purpose and Responsibilities. The Nominating & Governance Committee is responsible for, among other things:

​

​

Information about the Nominating & Governance Committee's process and procedures for establishing director compensation appears below under the "Director Compensation" section.

​

Membership and Meetings. Under its charter, the Nominating & Governance Committee must have a minimum of three members, each of whom must be independent under NYSE rules. The Board has determined that each member meets this standard, as discussed below under "Director Independence." The Nominating & Governance Committee meets as often as necessary to carry out its responsibilities, but no less than quarterly. In 2023, the Nominating & Governance Committee met four times.

​

Director Nomination Process, Director Qualifications and Board Diversity

​

Director Selection Process and Qualifications. The Nominating & Governance Committee is responsible for identifying and reviewing the qualifications and skills of Board candidates and for recommending candidates for membership on our Board of Directors. The Board has continually sought directors with backgrounds and skills important to the priorities of the Company, which continue to change in connection with our strategic

​

​

Table of Contents

objectives, including our digital strategy. Significant banking regulatory skills were added when Mr. Joseph joined our Board in 2014. In 2016, high-level technology and cybersecurity skills were added with the appointment of Mr. Zeile as a director. The 2021 additions of Ms. Gupta and Mr. Sobers not only added diversity to our Board, but Ms. Gupta brings a breadth of digital payments skills and Mr. Sobers brings his significant years of consumer banking experience, both of which reflect the continual evolution of our Board. The 2024 addition of Ms. Doyle brings significant experience in accounting, risk management and regulatory affairs, and Ms. Doyle qualifies as an "audit committee financial expert" as defined by SEC regulations. The breadth of experience and skills of the proposed Board is exemplified by the Board Skills Matrix chart below:

​

​

Director Diversity and Director Appointments. The Nominating & Governance Committee considers diversity in its assessment of potential nominees for Board membership, pursuant to our Governance Guidelines. Since mid-2021, we have added three new diverse Board members with important experience and skillsets, as discussed above. These have included Patrick Sobers (August 2021), Alka Gupta (November 2021) and Robin Doyle (March 2024). Combined with the retirement of Burney Warren, a director since 2009, these additions have significantly increased our board diversity and reduced the average age and tenure of our directors.

​

Shareholder Nominations. Shareholders are welcome to recommend candidates for membership on the Board. The Nominating & Governance Committee, in accordance with its charter, will evaluate candidates in the same manner that it evaluates other potential nominees. Our Bylaws require timely notice of shareholder nominations to our Secretary, as further discussed in the section "2025 Annual Meeting of Shareholders - Shareholder Proposals" elsewhere in this proxy statement. In order to make a nomination, a shareholder must be a shareholder at the time the Company gives notice of its annual meeting and at the time of the annual meeting, must be entitled to vote at the annual meeting, and must comply with the procedures of our Bylaws. The Bylaws require certain information regarding shareholders who wish to nominate candidates for Board membership. This includes (i) the name and address of such shareholder, as they appear on the Company's books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith, (collectively, the "Nominating Party"), (ii) information regarding the shares owned by the Nominating Party, (iii) information regarding derivative and other instruments regarding the Company's stock that the Nominating Party owns, (iv) contracts, arrangements, understandings or relationships the Nominating Party has entered into concerning the Company's stock and (v) other information relating to the Nominating Party that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. For complete description of the requirements and procedures for shareholder nominations, please refer to our Bylaws.

​

​

Table of Contents

​

Compensation Committee Interlocks and Insider Participation

​

During 2023, Messrs. Zeile, Clermont, Dean and Warren and Ms. Gupta served as members of our Compensation Committee. Mr. Warren did not stand for re-election and retired on May 9, 2023. None of them has at any time been an officer or associate of the Company, and none has had any relationship with the Company of the type that is required to be disclosed under Item 404 of Regulation S-K. None of our executive officers serves or has served as a member of the Board of Directors, Compensation Committee or other board committee performing equivalent functions of another entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

​

Director Independence

​

Our Governance Guidelines and committee charters require that a majority of the members of the Board of Directors and all members of the Audit & Risk Committee, the Compensation Committee and the Nominating & Governance Committee meet the criteria for independence required by the NYSE. Our Governance Guidelines require all members of the Audit & Risk Committee to meet the heightened independence requirements for audit committee members under the Exchange Act.

​

In February 2024, the Board, with the assistance of the Nominating & Governance Committee, undertook its annual review of director independence. In connection with this review, the Board evaluated banking, commercial, business, investment, legal, charitable, consulting, familial or other relationships with each director, and us and our affiliates. As a result of this review, the Board affirmatively determined that all of the directors are independent of the Company and its management under the corporate governance standards of the NYSE, including applicable SEC rules, with the exception of Mr. Laney because of his employment as an executive of the Company and Mr. Sobers due to his service until June 30, 2021 as an executive officer of NBH Bank. As part of the due diligence process in evaluating Ms. Doyle as a director candidate, the Board determined that Ms. Doyle has also met the director independence criteria as described above.

​

Board Leadership Structure

​

The Board is responsible for overseeing the exercise of corporate power and seeing that our business and affairs are managed to meet our stated goals and objectives and that the long-term interests of our shareholders are served. The Company currently does not have a fixed policy with respect to whether the same person may serve as both the Chairman of the Board and the Chief Executive Officer. The Board believes that it is in the best interests of the Company for the Board, in consultation with the Nominating & Governance Committee, to make this determination from time to time. Pursuant to the Company's Governance Guidelines, when the position of Chairman of the Board is not held by an independent director, the independent directors shall appoint an independent director to serve as the independent Lead Director.

​

In 2014, the Board elected Mr. Laney, President and Chief Executive Officer of the Company, to serve as Chairman of the Board and the independent directors appointed Mr. Clermont to serve as the independent Lead Director. The Board concluded, based upon the Company's size and history and its years of experience with Mr. Laney as Chief Executive Officer and as a fellow director, that a combined Chairman/CEO role for Mr. Laney and an independent Lead Director with a strong role and defined authorities is the better corporate governance structure for the Company. The Board considered Mr. Laney's strong leadership roles with the Company's shareholders and other stakeholders and with ongoing strategic planning, among other factors, and Mr. Clermont's demonstrated ability to work with the Company's senior management and provide leadership on Board and committee issues. The Board has been very pleased with its ten years of experience under this board leadership structure, which has enhanced Board communication and strategic planning.

​

The Board believes that both the duties of the independent Lead Director under the Company's Governance Guidelines and the Board's practice of regular meetings of, and communications between, directors in executive session without management are important parts of the Company's corporate governance safeguards. Pursuant to the Company's Governance Guidelines, the duties of the Lead Director include: (i) serving as a liaison, and facilitating communication, between the Chairman of the Board and the other directors; (ii) organizing, convening and presiding over executive sessions of the independent directors;

​

​

Table of Contents

(iii) presiding at all meetings of the Board at which the Chairman of the Board is not present; (iv) approving meeting schedules and agendas proposed by the Chairman and Chief Executive Officer, and consulting with the Chairman and Chief Executive Officer regarding the information to be provided to the directors in conjunction with such meetings; (v) serving as an advisor to the Board committees, chairs of the Board committees and other directors; (vi) serving as a member ex officio of each of the Board's standing committees, with full voting rights on each such committee; (vii) if requested by major shareholders, ensuring that he or she is available for consultation and direct communication; (viii) calling meetings of the Board if deemed advisable by the independent Lead Director; and (ix) such other duties and responsibilities as assigned from time-to-time by the independent directors. As part of his duties as independent Lead Director, Mr. Clermont speaks regularly with Mr. Laney and other executives throughout the year.

​

Our current Board leadership structure supports the independence of directors. The directors meet in executive session without the Chairman & CEO or anyone from management a minimum of four times a year and each of the standing committees is comprised solely of and led by independent directors. Our independent Lead Director presides at each executive session of the independent directors of the Board and the independent committee chairs preside over the executive sessions of their respective committees. Moreover, both the Chairman and the independent Lead Director, as well as Ms. Spring and Messrs. Joseph and Sobers, serve as members of the Board of Directors of the Company's wholly-owned subsidiaries, NBH Bank (the "Bank Board"), and Bank of Jackson Hole Trust (the "BOJHT Board") which further contributes to the oversight of our business, management and policies.

​

The Board's Role in Risk Oversight

​

Our Board of Directors oversees risk management throughout the Company. The Board accomplishes this primarily through its three standing committees, each of which is active in risk management.

​

The Audit & Risk Committee is responsible for oversight of the Company's market, credit, liquidity, fraud, legal, compliance and other financial, operational (including cybersecurity) and reputational risks. The Audit & Risk Committee is further responsible for reviewing and approving guidelines, policies and processes for managing these risks. The Audit & Risk Committee monitors the Company's risk exposure in all risk categories through regular reports prepared by members of management, including the Company's Chief Risk Management Officer ("CRMO"). The Audit & Risk Committee determines the risk appetite of the Company. Additionally, the Audit & Risk Committee meets with representatives from the Company's internal audit function and the Company's independent registered public accounting firm, including in executive sessions without management present.

​

The Company devotes considerable resources to protect the confidentiality, integrity, and availability of its subsidiary Banks' systems and data, including associate and client information. Through coordinated efforts across our information technology, risk management, and third parties, we continuously enhance our suite of cyber-defense and information security capabilities. Further, the Audit & Risk Committee is updated quarterly on Information Security and Cybersecurity trends and current efforts, and receives an annual report on the Company's Information Security Risk Assessment efforts. Mr. Zeile, one of our directors who has extensive experience in information technology and cybersecurity matters, regularly discusses the Company's technology initiatives with senior management responsible for these areas. In addition, Ms. Gupta has added deep experience in digital transformation and digital payment systems to our Audit & Risk Committee as a member. Both Mr. Zeile (chair) and Ms. Gupta, along with Mr. Clermont are members of the Emerging Technologies Sub-Committee that reports to our Audit & Risk Committee, that assists with oversight of emerging technologies with respect to current and future risks associated with new technologies being considered by the Company and how such technologies fit into the Company's overall strategy.

​

The Compensation Committee oversees risks related to compensation and human capital management, including risks that may arise from the Company's incentive compensation practices. The Compensation Committee oversees and evaluates the design, administration and risk management of all of the Company's material incentive compensation arrangements to ensure consistency with the safety and soundness of the Company and to appropriately balance risk and reward. The Compensation Committee also oversees the annual compensation risk assessment to identify any compensation practices that may present an unacceptable level of risk to the Company. In addition, the Compensation Committee oversees risks

​

​

Table of Contents

associated with human capital management in its oversight of the Company's talent management and succession planning process.

​

The Nominating & Governance Committee oversees the Company's governance program. This includes the Company's Code of Ethics, Insider Trading Policy, disclosure policies, management of potential conflicts of interest, including related party transactions, and director independence.

​

Communications with Directors

​

Shareholders and other interested parties who wish to communicate with the Board, the independent directors as a group, or one or more individual directors may do so by contacting the Board's Secretary by mail at National Bank Holdings Corporation, 7800 E. Orchard Road, Suite 300, Greenwood Village, CO 80111. Under our Governance Guidelines, the Secretary is responsible for referring such communication to the Board.

​

Environmental, Social and Governance (ESG) Matters - "Doing Good Committee"

​

Beginning with our Board and through our associate base, we are committed to "Doing Good." It is our strong belief in "Doing Good" that leads to our many efforts regarding ESG and sustainability with respect to our people, our clients, and with a focus on strengthening the communities and markets in which we operate our business. The following summary sets forth the activities undertaken by the Company that reflect its guidance with regards to its environmental, social and governance commitment to "Doing Good", under the leadership of our Doing Good Committee. Our Doing Good Committee is comprised of a multi-disciplinary group of associates throughout NBH Bank with oversight by the executive management team. Additionally, Patrick Sobers, one of our directors, acts as the co-chair of the Doing Good Committee and as the liaison to our Board of Directors, providing guidance and updating the Board on our activities.

​

Environmental

​

We are committed to safeguarding the environment through minimizing our impact by using environmentally friendly office products and materials and optimizing our use of office and banking center space. In addition, we continue to focus and invest in our mobile and digital platforms, resulting in a reduction in paper and fuel emissions. We have provided financing for green and sustainable businesses and are actively exploring more opportunities to invest in these industries.

​

Social

​

Our corporate culture is driven by our commitment to "Doing Good," supported by our core values of Integrity, Meritocracy, Teamwork, Citizenship and community. The Company was founded in 2009 during the great recession, and the strong fundamentals and conservative principles that we put in place at our inception have consistently shaped how we operate our business.

​

Responsible and Client-Focused Business Practices

​

Our commitment to deliver common sense banking through building relationships with our clients that are based on the principles of fairness and simplicity continues to guide our business practices. We recognize that if our clients succeed, we succeed.

​

Our banking subsidiaries are community banks that understand that small businesses are critical for job creation, innovation and keeping money in the local communities we serve. Our subsidiary NBH Bank is an approved lender in the Small Business Administration's (SBA) Preferred Lender Program. We offer a range of SBA loans and products to support our small business clients seeking to grow and expand their businesses. Through our acquisition of Rock Canyon Bank in September 2022, we obtained a highly successful SBA business platform. Additionally, our acquisition of the Bank of Jackson Hole has enabled us to offer trust and wealth management services to our clients and communities through the Bank of Jackson Hole Trust.

​

​

​

Table of Contents

Knowledge is power and we provide resources on our bank websites to keep our clients informed on a number of important topics, including cyber security, fraud, financial planning, business trends, and more.

​

Supporting our Communities

​

The Company has a long-standing commitment to corporate social responsibility. We recognize our role in building and contributing to the health and safety of our surrounding community and workforce. We believe that our Company's long-term success is deeply tied to the welfare of the communities we serve. We support a number of causes that underscore our focus on corporate social responsibility with our priorities being on helping people: (1) find meaningful work (2) find affordable housing, and (3) become financially empowered.

​

We strive to make a positive impact in the communities we serve through consistent engagement, as well as maintaining strong partnerships with a wide range of charitable organizations and causes. All of our associates are granted eight paid hours each year to donate their time to non-profit organizations that align with our Community Reinvestment Act (CRA) initiatives. In addition to volunteering their time, our associates hold board and committee positions, both internally and externally, aimed to better the communities we serve.

​

In 2023, we completed our eighth Do More Charity Challenge^®and also organized and hosted the first Do More Concert^® with proceeds benefiting Alphapointe. We continue to contribute directly to a wide range of nonprofits in our communities. Our NBH Charitable Foundation provided much needed funding to nonprofits including the Third Way Center, Young Americans Center for Financial Education and Habitat for Humanity in Metro Denver, Junior Achievement in Kansas City, Utah, Texas, and Idaho, People Fund in Texas, and Hope House and People of All Colors Succeed in Kansas City.

​

Human Capital

​

Our core values also represent our belief that our Company's long-term success is deeply tied to having a dedicated and engaged workforce. We are committed to building and contributing to a healthy workplace environment for our associates by investing in competitive compensation and benefit packages, promoting inclusion of diverse viewpoints and backgrounds, providing training and career development opportunities and promoting qualified associates within our organization. We also encourage our associates to connect with one another through our various associate peer network groups.

​

Equity, Diversity and Inclusion

​

We are committed to attracting, developing, and retaining associates who reflect the communities in which we serve. Additionally, equity, diversity and inclusion helps us to connect and build better relationships within our Company and communities. This is reflected in the following data:

​

The Company oversees its equity, diversity, and inclusion efforts through our Doing Good Committee. To further our diversity goals for our workforce, the Company has also implemented programs to foster equality and leadership opportunities for the entire associate base, including events with keynote speakers, panels and forums to gather associate feedback. Our management team also plays an integral part in championing women and minorities in business by hosting networking events, serving on panels and sponsoring relevant events that foster understanding and engagement. Our independent directors Ms. Spring and Ms. Gupta also play a role in mentoring women in leadership positions within our Company. In addition, in 2023, our executive management team and Board of Directors completed inclusive leadership training. The training was also completed by senior leaders across the Company.

​

​

Table of Contents

​

Associate Compensation and Benefits

​

Our Company offers comprehensive benefits packages to our associates, including medical and prescription drug insurance, dental insurance and vision insurance as well as several voluntary benefit options. Our compensation structure recognizes the individual performance of our associates through merit-based salary increases with a focus on variable pay and paying for performance.

​

We also encourage our associates to think about their long-term financial stability. Our associates have the opportunity to participate in our 401(k) plan, which includes contribution matches from the Company. Additionally, we offer a stock purchase plan (ESPP) to our associates which allows those who work 20 hours or more per week to purchase shares in our Company at a 10% discount.

​

Safety and Respect in the Workplace

​

We are committed to providing a safe and secure work environment in accordance with applicable labor, safety, health, anti-discrimination and other workplace laws. We strive for all of our associates to feel safe and empowered at work. To that end, we maintain a whistleblower hotline that allows associates and others to anonymously voice concerns. We prohibit retaliation against an individual who reported a concern or assisted with an inquiry or investigation.

​

Governance

​

As a financial holding company, with two bank subsidiaries, we are subject to an array of laws, many of which are aligned with the goals of ESG, the Community Reinvestment Act, the Bank Secrecy Act, fair lending laws and privacy laws. Our compliance program is designed to ensure that we are in compliance with these laws and regulations. Our program includes, among other things, tailored policies and processes that are reviewed on a regular basis, periodic training on such policies, periodic audits by our compliance team and/or our internal audit team, regular updates to the Audit & Risk Committee and our whistleblower hotline. In addition, our bank subsidiaries go through robust safety and soundness and compliance exams conducted by state and federal bank regulators. Apart from our compliance program and staying true to our core values, our fundamental belief is to operate our business in a transparent manner.

​

Our full Board is primarily responsible for our ESG strategy and receives quarterly updates. Our Board extensively discusses ESG matters throughout its meetings. In addition, the Audit & Risk Committee receives quarterly written and oral reports on a number of ESG-related topics, including risk management, credit risk, cyber and information security and regulatory compliance, etc. The Nominating & Governance Committee monitors corporate governance trends on an annual basis, including trends relating to ESG, and our Compensation Committee receives periodic updates on our human capital strategy, both from a compensation and benefits perspective.

​

​

​

​

Table of Contents

Director Compensation

​

Compensation Principles. The Nominating & Governance Committee and the Board believe director compensation should be based upon the following principles:

​

​

Compensation Elements. In 2023, each director (other than Mr. Laney) received an annual cash retainer of $75,000 for his or her service as a member of the Board of Directors, except that the independent Lead Director received an additional $10,000 annual cash retainer. Mr. Warren's retainer was pro-rated for his days of service as a director in 2023 and Ms. Doyle was not appointed until 2024. The chair of the Audit & Risk Committee received an additional annual cash retainer of $30,000 and each of the chairs of the Compensation and Nominating & Governance Committees received an additional annual cash retainer of $20,000. All cash retainers for our directors are paid quarterly, in arrears. In addition, each director (other than Mr. Laney) received an annual grant of restricted stock with an aggregate grant date fair value of $120,000, except that the independent Lead Director received an annual grant of restricted stock with an aggregate grant date fair value of $140,000. The annual grants are made on the day of our Annual Meeting of Shareholders, with 50% of the shares vesting 180 days following such date and 50% of the shares vesting on the date immediately preceding our next Annual Meeting of Shareholders, in each case, subject to continued service. No individual meeting fees are paid for either Board meetings or committee meetings, whether in person or by telephone. We reimburse directors for expenses incurred in their Board service, including the cost of attending Board and committee meetings. We generally do not provide personal benefits (perquisites) to our directors. Our directors are eligible to participate in the Company's Nonqualified Deferred Compensation Plan described in "Nonqualified Deferred Compensation Plan" below. In 2023, Ms. Spring participated in the plan.

​

Compensation Review. Our director compensation structure and amounts are reviewed regularly, with the assistance of our independent compensation consultant. In April, 2023, after a competitive bid process pursuant to which several compensation consultants were considered, the Compensation Committee selected Pay Governance, LLC ("Pay Governance") as its new independent compensation consultant to assist it with fulfilling its responsibilities related to the oversight of the executive officer and non-employee director compensation. Director compensation was last changed with the guidance our prior compensation consultant, F. W. Cook, for the year beginning 2023.

​

Stock Ownership Guidelines. We believe ownership of NBHC stock aligns the interests of directors with those of our shareholders and emphasizes the long-term aspects of equity-based compensation. Under the current director stock ownership guidelines (the "Director Stock Ownership Guidelines"), each of our directors (other than Mr. Laney) are required to beneficially own shares of NBHC stock worth five times their annual board cash retainer within five years (the "Director Minimum Ownership Threshold"). Shares counted for the purposes of the Director Stock Ownership Guidelines includes vested restricted shares and all other shares owned outright. Unvested restricted shares and unexercised stock options do not count towards the threshold. Directors who have not achieved the Director Minimum Ownership Threshold are required to retain 50% of the after-tax portion of vested stock awards until the threshold is met. As of March 11, 2024, all applicable directors were in compliance with the Director Stock Ownership Guidelines, with all at or above the Director Minimum Ownership Threshold, with the exception of Ms. Gupta, who joined the Board on November 1, 2021.

​

Mr. Laney, as an associate of the Company, does not receive separate compensation for his service on the Board of Directors. Information on his compensation is included under the section "Executive Compensation" elsewhere in this proxy statement.

​

​

Table of Contents

​

The Compensation for our directors (other than Mr. Laney, whose compensation is disclosed in the section entitled "Executive Compensation" below, and Ms. Doyle who did not join our Board until March 2024) during 2023 was as follows:

​

2023 Director Compensation Table

​

​

​

​

​

​

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

​

Related Person Transactions Policy and Procedures

​

The Board has adopted a written policy that establishes a framework for the review and approval or ratification of transactions between the Company and its related persons and/or their respective affiliated entities. We refer to this policy as our "Related Person Transactions Policy." The Related Person Transactions Policy is available on our website at www.nationalbankholdings.com.

​

"Related Persons" under this policy include our directors, director nominees, executive officers, persons who recently served as directors or executive officers, holders of more than 5% of any class of our voting securities and immediate family members of any of the foregoing persons. An "immediate family member" of a related person means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law of a related person and any person (other than a tenant or employee) sharing a household with a related person.

​

Under the Related Person Transactions Policy, no Related Person Transaction may be consummated or continued unless approved by the Nominating & Governance Committee.

​

​

Table of Contents

​

A "Related Person Transaction" is any transaction, arrangement or relationship (or series of similar transactions, arrangements or relationships) in which the Company (or any of its subsidiaries) is, was or will be a participant and the amount involved exceeds $120,000, and in which the Related Person had, has or will have a direct or indirect material interest, other than:

​

​

The Nominating & Governance Committee is responsible for approving, ratifying or disapproving of all Related Person Transactions. Prior to the consummation of any Related Person Transaction, Company management is responsible for providing the Nominating & Governance Committee with all material information regarding the potential Related Person Transaction and the interest of any Related Persons in such transactions. The Nominating & Governance Committee shall only approve or ratify a Related Person Transaction if it determines that the transaction is in, or not inconsistent with, the best interests of the Company and its shareholders. No member of the Nominating & Governance Committee shall participate in the review, consideration or approval of any Related Person Transaction with respect to which such member or any member of his or her immediate family is a Related Person.

​

In the event management determines it is impractical or undesirable to wait until the next meeting of the Nominating & Governance Committee to approve a Related Person Transaction, the Chair of the Nominating & Governance Committee may review and approve the Related Person Transaction, in accordance with the criteria set forth herein. The Chair of the Nominating & Governance Committee will report any such approval to the Nominating & Governance Committee at its next regularly scheduled meeting.

​

Ordinary Course Transactions

​

During 2022 and 2023, certain of the executive officers and directors of the Company, or of NBH Bank or Bank of Jackson Hole Trust (our wholly-owned bank subsidiaries), and affiliates of such persons have, from time to time, engaged in banking transactions with NBH Bank and are expected to continue such relationships in the future. All loans or other extensions of credit made by NBH Bank to such individuals were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unaffiliated third parties and did not involve more than the normal risk of collectability or present other unfavorable features.

​

​

​

​

​

Table of Contents

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

​

The Audit & Risk Committee of the Board of Directors has appointed KPMG LLP ("KPMG") as our independent registered public accounting firm for the year ending December 31, 2024, and the Audit & Risk Committee has determined that such appointment is in the best interest of the Company and its shareholders. KPMG's tenure as the auditor of the financial statements of the Company began in 2010, which included auditing the 2009 financial statements. To help ensure the independence of our independent registered public accounting firm, the Audit & Risk Committee oversees the required five year rotation of our lead audit partner and also, on a periodic basis, considers the rotation of our independent registered public accounting firm. In determining whether to reappoint KPMG, the Audit & Risk Committee also periodically considers, among other things, the following: (1) the advisability and potential impact of selecting a different independent registered public accounting firm, (2) experience auditing banks our size, (3) reasonableness of fees, (4) the quality of communications with the Audit & Risk Committee and management, (5) a review of KPMG's performance of the annual audit, and (6) a review of the quality initiatives and steps KPMG is taking to improve the quality and efficiency of its audits.

​

Shareholders will vote during the Meeting to ratify such appointment. Representatives from KPMG are expected to be present at the Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

​

​

KPMG Fees

​

We incurred the fees shown in the following table for professional services provided by KPMG for 2023 and 2022:

​

​

Audit Fees. Audit fees principally relate to the audit of our annual financial statements, the review of our quarterly financial statements included in our Quarterly Reports on Form 10-Q and the audit of our internal control over financial reporting. In 2023, audit fees included fees related to the acquisition of Cambr Solutions, LLC. In 2022, audit fees included fees related to the acquisitions of Bancshares of Jackson Hole Incorporated and Community Bancorporation.

​

Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees" above. There were no audit-related fees in 2023 and 2022.

​

Tax Fees. Tax fees principally relate to the preparation of tax returns, compliance services, tax planning and consultation services. There were no tax fees paid to KPMG in 2023 and 2022.

​

All Other Fees. All other fees consist of fees for products and services other than the services reported above. There were no such fees paid to KPMG in 2023 and 2022.

​

​

Table of Contents

Audit & Risk Committee Pre-Approval Policies and Procedures

​

The Audit & Risk Committee selects and oversees our independent registered public accounting firm. The Audit & Risk Committee's charter requires that the committee pre-approve all audit, audit-related, tax and other services performed by the independent registered public accounting firm, subject to de minimis exceptions for certain non-audit services, so long as such services are approved by the committee prior to the completion of the audit. In approving any non-audit services, the Audit & Risk Committee considers whether the provision of the services would impair the independent registered public accounting firm's independence.

​

The Audit & Risk Committee may delegate pre-approval authority and responsibility to individuals or to designated subcommittees consisting of one or more members of the committee, provided that any such pre-approvals are presented to the committee at its next scheduled meeting. The Audit & Risk Committee has delegated such pre-approval authority to its Chair.

​

In 2023 and 2022, the Audit & Risk Committee pre-approved all of the audit services provided by KPMG.

Audit & Risk Committee Report

​

The Audit & Risk Committee's charter, a copy of which is available on the Investor Relations section of our website at www.nationalbankholdings.com, sets forth the Audit & Risk Committee's purposes and responsibilities. The seven members of the Audit & Risk Committee are named below. Each member is independent, as independence for audit committee members is defined by NYSE rules and SEC regulations. The Board has determined, in its business judgment, that each member of the Audit & Risk Committee is financially literate as required by NYSE rules and that Mr. Clermont and Ms. Doyle each qualifies as an "audit committee financial expert" as defined by SEC regulations.

​

Management has primary responsibility for our consolidated financial statements, the overall reporting process, maintaining adequate internal control over financial reporting and, with the assistance of our internal auditors, assessing the effectiveness of our internal control over financial reporting. The Audit & Risk Committee reviews with management the Company's major financial risk exposures and the steps management has taken to monitor, mitigate, and control such exposures. The independent auditors are responsible for performing an independent audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"). This audit serves as a basis for the auditors' opinion included in the annual report to shareholders addressing whether the financial statements fairly present our financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles as of and for the year ended December 31, 2023. The Audit & Risk Committee's responsibility is to monitor and oversee these processes.

​

The Audit & Risk Committee has reviewed and discussed our 2023 audited consolidated financial statements with management and KPMG. The Audit & Risk Committee has discussed with KPMG the matters required to be discussed by PCAOB Auditing Standard No. 1301, Communications with Audit Committees, including matters relating to the conduct of the audit of our consolidated financial statements. KPMG has provided to the Audit & Risk Committee the written disclosures required by applicable requirements of the PCAOB regarding KPMG's communications with the Audit & Risk Committee concerning independence, and the Audit & Risk Committee has discussed with KPMG that firm's independence from us. Based on this review and these discussions, the Audit & Risk Committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC.

​

Current Members of the Audit & Risk Committee:

Ralph W. Clermont, Chair

Robert E. Dean

Robin Doyle (March 2024)

Alka Gupta

Fred J. Joseph

Micho F. Spring

Art Zeile

​

​

​

Table of Contents

Proposal 3 - Advisory Vote on Executive Compensation (Say-on-Pay)

​

Non-Binding Advisory Vote

​

The Company seeks your advisory vote on the following resolution to approve the compensation of our named executive officers:

​

"Resolved, that the shareholders of National Bank Holdings Corporation hereby approve, on an advisory, non-binding basis, the compensation paid to the Company's named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion."

​

Effect of Non-Binding Advisory Vote

​

This advisory vote is not binding on the Company. Our Board and our Compensation Committee do, however, review the results of the vote and, consistent with our commitment to shareholder engagement, will take it into account in determining executive compensation.

​

Compensation Philosophy

​

The Company's compensation philosophy is designed to attract, develop and retain the talent needed for the organization's continued success in building a competitive franchise and executing our strategic plan. We intend these programs to be aligned with performance goals that motivate executives to achieve strategic goals prudently and within acceptable risk parameters. Our executive compensation program is designed to reward individual contributions and to create long-term shareholder value. Our compensation philosophy is discussed in greater detail in the "Compensation Discussion and Analysis" section elsewhere in this proxy statement.

​

Recommendation

​

The Board encourages you to read both the "Letter to Shareholders from the Compensation Committee" section starting on page 31 and the "Compensation Discussion and Analysis" section starting on page 35. The Compensation Committee is committed to maintaining a strong link between pay and performance and explaining the rationale for its pay decisions. For these reasons, we strongly believe you should approve the compensation of our named executive officers.

​

​

​

​

​

Table of Contents

Executive Officers

​

The age, business experience and current position of each person who currently serves as an executive officer are as follows:

​

National Bank Holdings Corporation Executives (the "HoldCo Executives")

​

G. Timothy Laney, Age 63

​

Biographical information for Mr. Laney is provided in the section "Proposal 1 - Election of Directors" elsewhere in this proxy statement.

​

Aldis Birkans, Age 50

​

Mr. Birkans has served as the Company's Chief Financial Officer since August 2018. He currently serves on the Board and is Chief Financial Officer of NBH Bank. Mr. Birkans also serves on the Board and is President and Chief Financial Officer of Bank of Jackson Hole Trust, and is a member of its Trust Committee. He also serves as a board member of the USDF Consortium, of which NBHC is a founding member. Prior to joining the Company in 2011, Mr. Birkans was a Vice President, Assistant Treasurer of M&I Bank for five years, where he was responsible for capital management, investments, corporate liquidity and risk management related to the bank's financial activities. In addition, Mr. Birkans worked at Citigroup as a Senior Vice President, Corporate and Investment Bank Treasury. Mr. Birkans holds a Master of Business Administration from Southern Methodist University, where he also received his Bachelor's degree in economics and finance.

​

Richard U. Newfield, Jr., Age 62

​

Mr. Newfield has served as the Company's Chief Risk Management Officer since 2011 and currently holds the same position at NBH Bank and Bank of Jackson Hole Trust. He currently serves on the Board of NBH Bank and Bank of Jackson Hole Trust, and is a member of the Trust Committee of Bank of Jackson Hole Trust. Mr. Newfield is the former Head of Business Services Credit at Regions Bank. He joined Regions in 2008 after a 23-year career at Bank of America. Mr. Newfield held various senior positions at Bank of America, including roles in risk management, credit, commercial banking, global bank debt and corporate marketing. He brings significant experience in the development and implementation of business models and integration of businesses during mergers. In addition, Mr. Newfield has led credit process reengineering initiatives, including risk and credit policy design, and other corporate governance initiatives.

​

Angela N. Petrucci, Age 47

​

Ms. Petrucci has served as the Company's Chief Administrative Officer and General Counsel since July 2020 and currently holds the same positions at NBH Bank and Bank of Jackson Hole Trust. She currently oversees our legal, BSA/AML, marketing and project management, and human resources functions. She is a member of NBH Bank and Bank of Jackson Hole Trust's board of directors, and a member of the Trust Committee of Bank of Jackson Hole Trust. Ms. Petrucci currently serves as an advisory board member of the Young Americans Center for Financial Education. She is also a member of the Colorado Bankers Association Government Affairs Committee and the American Bankers Association Bank PAC Committee. Prior to joining the Company in 2015, Ms. Petrucci was in-house counsel at Accenture, overseeing corporate governance and securities matters. Prior to that, she was an associate at the law firm of Chapman and Cutler LLP in Chicago, IL. Before attending law school, Ms. Petrucci was a commercial banker at First Chicago Bank (now JP Morgan Chase). Ms. Petrucci brings significant experience in banking, corporate transactional, securities and corporate governance matters over the span of her 25-plus-year career.

​

​

​

Table of Contents

NBH Bank Executives (the "Bank Executives")

​

Christopher S. Randall, Age 57

​

Mr. Randall has served as NBH Bank's Executive Vice President and Head of Commercial and Specialty Banking since 2015. Prior to that, he was Senior Managing Director, Specialty Banking since 2013. He is a member of NBH Bank's board of directors since 2017, and a member of the Bank of Jackson Hole Trust's board of directors. Mr. Randall currently serves as an advisory board member of Lightspring Capital and is an external advisory partner of Coastline Capital. Mr. Randall was a Trustee of the University of Colorado Foundation, supporting all campuses of the University of Colorado System. Prior to joining NBH Bank, Mr. Randall was the director and founder of CoBiz Structured Finance, based in Denver, Colorado, since 2011. Previously, he was an executive of the Marquette Financial Companies as Senior Managing Director, COO and board member of MFC Capital Funding, a Chicago, Illinois-based national specialty finance and investing business that was started in 2005. Mr. Randall has over 30 years of leadership experience building a successful commercial banking and specialty finance business, providing debt and equity capital to lower middle market business across the U.S.

​

Ruth Stevenson, Age 74

​

Ms. Stevenson has served as NBH Bank's Chief Client Executive since the merger of Peoples, Inc. in January 2018, and served as the Deposit Operations Executive from 2018 to 2023. Ms. Stevenson is a member of NBH Bank's board of directors since 2019, and is a member of the Bank of Jackson Hole Trust's board of directors. Ms. Stevenson also currently serves as a board member of the Office of the State Banking Commissioner for the State of Kansas. Prior to the merger, Ms. Stevenson served in a number of roles with Peoples Bank over an 18-year period, including President and Chief Operating Officer and as a member of its board of directors. Ms. Stevenson has worked in a variety of roles in financial services for more than 45 years, including President of a community bank, Director of Retail, Director of a mortgage division, Operations Manager for a mortgage division, and nearly every other capacity in banking and mortgage.

​

Brendan W. Zahl, Age 48

​

Mr. Zahl has served as NBH Bank's Executive Vice President, Personal, Private and Residential Banking, and as the President of Community Banks of Colorado since 2021. Since joining the Company in 2018, Mr. Zahl has served in various capacities including Executive Vice President, Head of Residential Banking as well as the Executive Vice President, Head of Premier, Private and Residential Banking. He also serves as a member of NBH Bank and Bank of Jackson Hole Trust's board of directors. Mr. Zahl currently is a member of the Colorado Bankers Association board of directors, and serves on the Property Committee of Partners in Housing and is the Chair of the FCA Southern Colorado Region Advisory Board. Prior to the merger, Mr. Zahl served as President and CEO of Peoples National Bank. Mr. Zahl began his banking career at FirstBank in Colorado Springs, Colorado. After a decade at FirstBank, he moved to Peoples National Bank in 2007 to take over Retail and Lending Management and was promoted to President and CEO of Peoples National Bank in 2012. Mr. Zahl has held several board, advisory, and volunteer roles with many other community organizations including Junior Achievement, United Way, Rotary International, and Habitat for Humanity. Mr. Zahlattended the University of Nebraska, where he was a member of two national championship football teams and graduated with honors with a Business Administration degree. He is also a graduate of the Graduate School of Banking, Madison, Wisconsin.

​

​

​

​

Table of Contents

Executive Compensation

​

LETTER TO SHAREHOLDERS

FROM THE COMPENSATION COMMITTEE

​

​

Fellow Shareholders,

​

Our Board and Compensation Committee continues to ensure that our executive compensation program is designed to align executive compensation with shareholder interests. We also focus on attracting and retaining the talent essential to providing vision, developing strategy and successfully executing our long-term strategy. The Board and the Compensation Committee remain committed to providing clear and comprehensive disclosure to help you understand how (1) our executive compensation programs are structured, (2) we assess performance and (3) performance leads to pay outcomes that are aligned with your best interests.

​

2023 Year in Review

​

In a year of heightened industry concern, we were able to deliver record full year net income and a record return on average tangible common equity. In addition, the Company continued to further its digital strategy with continued development of 2UniFi^SM, a platform for small and medium sized businesses that will provide access to digital payment tools, under the safety of a regulated bank. We also further diversified our sources of funding and added another source of fee income via the strategic acquisition of Cambr Solutions, LLC ("Cambr"), a technology platform that provides access to core deposits from accounts offered through financial technology companies that provide us with a truly unique source of liquidity.

​

We also raised money for local charities through our eighth Do More Charity Challenge and first inaugural Do More Concert, and increased our volunteerism in our local communities.

​

2023 Financial Achievements

​

The Company achieved record financial performance despite a year of industry challenges:

​

​

¹Represents a non-GAAP measure. Please refer to Appendix A for a reconciliation of these measures.

Long Term Performance

​

As a Company, our strong fundamentals and conservative principles we put in place since our inception have enabled us to support our clients, associates and communities. In 2023, we achieved record earnings per diluted share.

​

The results of our efforts have helped secure our status as a leading regional bank franchise. As we look ahead, we will remain focused on our core bank franchise as well as enhancing our capabilities through our 2UniFi^SM digital strategy, the expansion of our trust and wealth business and growth of our new Cambr business.

​

​

​

Table of Contents

¹Represents a Non-GAAP measure. Earnings per share has been adjusted in 2022 for $28.3 million of acquisition expenses, after-tax.

​

​

​

Table of Contents

CEO Compensation

​

Our philosophy for our CEO compensation is heavily weighted towards measures that directly align with shareholder value creation and is reviewed annually in consultation with the Compensation Committee's independent compensation consultant, Pay Governance.

​

In 2023, the Compensation Committee held CEO base salary flat. The majority of our CEO's compensation remains based on achieving specified performance metrics. The total amount of our CEO's at-risk pay (Short-Term Incentive and Long-Term Incentive) and overall total compensation for 2021, 2022 and 2023 were as follows:

​

​

¹The CEO's salary increased from $750,000 to $850,000 effective March 27, 2022.

²In 2021 the Compensation Committee reduced the cash payment under the 2020 STIP and shifted $136,750 of the cash amount to a grant of restricted stock.

​

Shareholder Engagement & 2023 Say-on-Pay Advisory Vote

​

At our 2023 Annual Meeting of Shareholders, we were pleased to receive a 95.3% vote in favor of our executive compensation (Say-on-Pay). Our record of shareholder engagement is strong, beginning with the regular meetings that our CEO and Chief Financial Officer ("CFO") hold with our investors at various conferences and meetings throughout the year. In addition, the Company conducts an annual post-meeting shareholder engagement process with the corporate governance teams of our shareholders to understand any concerns or other feedback regarding our executive compensation program and governance practices. As part of the process, we contacted shareholders representing more than 57.2% of our shares outstanding.

​

Our engagement meetings discussed our practices and their views regarding compensation, sustainability, board composition and governance matters. We discussed our efforts in ESG and actions taken over the past year. In our discussions, shareholders provided feedback on our corporate governance practices, ESG efforts and provided their perspective on executive compensation and board composition and none expressed any major concerns.

​

Summary

​

The Board and the executive team remain committed to moving your Company forward with a clear priority of: delivering superior growth and performance for you, our shareholders. The Board and the Compensation Committee have the utmost confidence in the talent and determination of the executive team as we work to continue to execute on our long-term strategy and deliver value to our shareholders.

​

The Board and the Compensation Committee are also committed to ensuring the link between executive compensation and shareholder value creation is strong. As always, we will continue to evaluate our current compensation practices and monitor emerging best practices.

​

Compensation Committee Report

​

The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis ("CD&A"). Based on this review and these discussions, the Compensation Committee has recommended to the Board that the CD&A be included in this proxy statement and incorporated by reference in our 2023 Annual Report on Form 10-K for filing with the SEC.

​

​

​

Table of Contents

We thank you for taking the time to read our disclosure and encourage you to vote in favor of our approach to executive compensation.

​

Sincerely,

​

National Bank Holdings Corporation Compensation Committee

​

​

​

​

​

Table of Contents

Compensation Discussion and Analysis

​

Introduction

​

In this section, which we refer to as the "CD&A", we explain how we compensate the executive officers named in the "Summary Compensation Table" below (our "Named Executive Officers" or "NEOs"). Our NEOs for 2023 were:

​

​

Our approach to executive compensation is to pay for performance and to align compensation programs with effective risk management. We believe this approach to compensation will create sustainable shareholder value over the long term.

​

Philosophy, Objectives, Components and Highlights of Our Executive Compensation Program

​

Philosophy

​

We are at our best when we are providing our clients with banking advice and services that help them be successful. When we do this in accordance with our core values, it is a win-win for clients and the community. Because a key expectation of management is to build an effective organizational structure, it is particularly important that our executive compensation program be designed to attract, develop and retain the talent needed for the organization's continued success in building a competitive franchise and executing our strategic plan. We intend this program to be aligned with performance goals that motivate executives to achieve our strategic goals prudently and within acceptable risk parameters. Our executive compensation program is designed to reward individual contributions and to create long-term shareholder value.

​

Objectives

​

Our executive compensation philosophy is designed to meet five key objectives:

​

​

​

​

Table of Contents

Compensation Components

The total compensation of our NEOs consists primarily of the following components:

​

​

​

​

​

Table of Contents

​

​

Compensation Best Practices

​

Best practices we have implemented with respect to our executive compensation program include the following:

​

​

​

Table of Contents

​

Setting Compensation for our Named Executive Officers

​

Executive compensation is set by the Compensation Committee, in collaboration with the compensation consultant and management.

​

Role of Compensation Committee

​

The Compensation Committee determines executive compensation. The Compensation Committee, comprised entirely of independent directors, sets compensation policy and administers our executive compensation program. The Compensation Committee acts independently, but works closely with our Board of Directors and members of management. The Compensation Committee has responsibility for setting the components of the CEO's compensation and uses the assistance of Pay Governance, its independent compensation consultant, in determining executive compensation. The Chairman of our Compensation Committee takes an active role in meeting with Pay Governance. Our CEO, with the assistance of Pay Governance and our Chief Administrative Officer, develops initial recommendations for the other NEOs for the Compensation Committee's consideration.

​

Role of Independent Compensation Consultant

​

The Compensation Committee has the authority to engage an external compensation consultant to assist them by providing information, analysis and other advice relating to the compensation of our NEOs. The compensation consultant reports directly to the Compensation Committee. In April, 2023, after a competitive bid process pursuant to which several compensation consultants were considered, the Compensation Committee selected Pay Governance as its new independent compensation consultant to assist with fulfilling its responsibilities related to the oversight of the executive officer and non-employee director compensation. As part of the engagement of Pay Governance in 2023, the Compensation Committee considered the independence factors required under the NYSE corporate governance standards, including the applicable SEC rules, and determined that Pay Governance was independent.

​

Role of Management

​

Our CEO and Chief Administrative Officer assist the Compensation Committee in designing and managing our executive compensation program. Our CEO attends meetings and makes recommendations to the Compensation Committee on the compensation of other NEOs. Our Chief Risk Management Officer advises the Compensation Committee on risk mitigation and assessment of compensation risk. None of our NEOs provides recommendations with respect to their own compensation.

​

​

Table of Contents

Market Data Review

​

Market pay levels and practices, including those of a self-selected peer group, are one of many factors the Compensation Committee considers in making executive compensation decisions. Market information provides an external frame of reference on the range and reasonableness of compensation levels and practices, and is used as a data point in decision-making and not as a primary factor. Internal considerations, competitive factors and the Company's evolution are other factors the Compensation Committee considers in setting executive compensation. In early 2023, the Compensation Committee used the following Peer Group as recommended by F. W. Cook, (the Compensation Committee's prior Independent Compensation Consultant) in setting executive compensation for 2023 (the "2022 Compensation Peer Group"):

​

​

The 2022 Compensation Peer Group was reviewed in August of 2023 by Pay Governance, with input from the Compensation Committee and management. The directive from the Compensation Committee in 2023 for setting executive compensation for 2024 was to target companies with a focus in Fintech to recognize the Company's evolving business model. After substantial review and consideration, the Compensation Committee approved the following peer group of 20 institutions (the "2023 Compensation Peer Group") for setting executive compensation for 2024:

​

​

In our 2023 peer group analysis, we shifted the primary focus from asset size to median market capitalization. Although we did consider other factors, asset size continued to be reviewed, as did revenue size, geography, investment in Fintech, complexity of the organization, and similarity of business lines and services and products offered to those of the Company. The companies in the 2023 Compensation Peer Group have a median market capitalization of $1 billion (as of June 30, 2023), ranging from approximately $265 million to approximately $2.3 billion. We believe the peers selected are a diverse group of financial institutions that provide the necessary breadth to be meaningful in evaluating NEO compensation.

​

Pay Governance summarized and provided the Compensation Committee with market data relating to base salaries, short-term cash bonuses, long-term equity awards, and total compensation for each of the top five officers at these peer companies, using the data provided in the peer company's latest available proxy statement. The Compensation Committee also considers regional, as well as survey data from a larger segment of companies within the financial services industry. The Compensation Committee considered this information, together with other factors discussed in this CD&A, in determining NEO compensation.

​

​

​

Table of Contents

Executive Compensation Framework

​

The Compensation Committee believes in variable compensation and paying for performance. This is demonstrated by the amount of at-risk pay with respect to the NEOs. For 2023, 71% of our CEO's compensation was at-risk and 60% of the compensation for all other NEOs was at-risk.

​

​

The Compensation Committee made the following determinations with respect to each of the compensation components further described below.

​

Base Salary

​

In 2023, the Compensation Committee, in conjunction with its annual review of peer data, reviewed market data provided by its Independent Compensation Consultant, which included both total compensation and overall salary levels relative to peers. In connection with that review the Compensation Committee determined to increase base salaries for each of the HoldCo Executives, with the exception of Mr. Laney whose salary remained flat, as follows (effective as of March 26, 2023):

​

​

​

​

Table of Contents

Executive Short-Term Incentive Plan Compensation

​

2023 Executive Short-Term Incentive Plan Design

​

The Compensation Committee awards cash incentive compensation pursuant to the terms of the 2023 STIP, which was established pursuant to the 2023 Omnibus Incentive Plan. Under the 2023 STIP, the minimum payout is 0% if certain thresholds are not met, and the maximum payout is 157.5% of the target opportunity for the HoldCo executives in the event of exceptional individual performance, and 192.5% with respect to Mr. Randall in the event of exceptional line of business performance or exceptional individual performance. The below reflects the payout opportunity structure:

​

2023 STIP Structure

​

In its establishment of the 2023 STIP, the Compensation Committee determined that payouts should be based on the attainment of quantitative financial metrics as well as a qualitative assessment of certain objectives and individual performance. The Compensation Committee determined that with respect to Messrs. Laney, Newfield, Birkans and Ms. Petrucci, 70% of the total 2023 STIP bonus should be based on the attainment of specific quantitative financial metrics ("HoldCo Metrics") as interpolated for performance between threshold, target and maximum levels of performance. With respect to Mr. Randall, the Compensation Committee determined that 10% of the total 2023 STIP bonus should be based upon the same HoldCo metrics, and that 70% should be based upon the performance of the business groups that he leads. There is no payout with respect to a given metric if the threshold level of performance is not achieved.

​

The financial metrics and relative targets established are a reflection of what the Compensation Committee deemed important in the beginning of 2023 to align the NEOs' performance with the achievement of the Company's strategic goals for 2023 as well as key long-term financial targets. Specifically, Core Net Income and Asset Quality (Non-Performing Assets Ratio)(each as defined below) were selected as the most important metrics in driving overall corporate performance of the HoldCo executives while line of business-specific loan and deposit growth as well as line of business contribution were each deemed important for Mr. Randall.

​

In addition, with respect to Messrs. Laney, Newfield, Birkans and Ms. Petrucci, the Compensation Committee determined that 30% of the 2023 STIP bonus should be based on a qualitative assessment, with 15% of the 2023 STIP based on Enterprise Risk Management ("ERM") and ESG efforts and the remaining 15% based upon an individual assessment of each officer, as further described below. With respect to Mr. Randall, the Compensation Committee determined that 20% of the 2023 STIP bonus should be based on a qualitative assessment, with 5% based on ERM and ESG efforts, and the remaining 15% based upon his individual assessment, as further described below.

​

2023 STIP Goal Setting

​

In establishing the performance metrics for the 2023 STIP, the Compensation Committee focused on the financial metrics that play the most significant role in driving the Company to meet its corporate objectives. Every year, the Company undertakes a rigorous financial planning process geared around establishing targets for performance that will enhance the Company's franchise value and return for shareholders. The Compensation Committee reviews the metrics that are most aligned with the strategic objectives of the Company and which are most aligned with the interest of shareholders.

​

​

Table of Contents

​

In setting the target level of performance for each of the financial metrics, the Compensation Committee considered the Company's annual profit plan that is developed through the aforementioned planning process, strategic objectives for the Company as well as projected economic conditions for the upcoming year. Our annual profit plan for 2023 factored in key assumptions regarding credit performance metrics of our loan portfolio relative to peers. The Company, in keeping with its normal process, did not factor in any impacts from any potential merger and acquisition activity or economic activity beyond its control such as interest rate changes that might occur during 2023 or any other global macroeconomic impacts.

​

Review of 2023 STIP Performance Metrics Results by the Compensation Committee

​

As part of its role in overseeing and approving NEO compensation, the Compensation Committee reviewed and evaluated the actual achievement levels with respect to each performance metric under the 2023 STIP.

​

The following is a summary of the specific performance metrics established by the Compensation Committee for 2023 (as further described above), including the actual results for each metric with respect to Messrs. Laney, Birkans, Newfield and Ms. Petrucci:

​

*Each HoldCo Executive may receive a payout of 200% for exceptional individual performance.

​

With respect to Mr. Randall, 30% of his 2023 STIP bonus was dependent upon the achievement of the above-listed factors with the remaining 70% of his 2023 STIP bonus based upon the performance of specific profitability and loan and deposit growth goals for the lines of business he oversees. The following is a summary of the specific performance metrics established by the Compensation Committee for 2023, including the actual results for each metric with respect to Mr. Randall:

​

*Mr. Randall may receive a payout of up to 200% for exceptional line of business results or individual performance, as determined by the Compensation Committee for these specific metrics.

​

Metric Definitions:

​

​

​

​

​

Table of Contents

​

​

​

* The individual performance results for each Named Executive are discussed below.

​

ERM and ESG. With respect to this qualitative metric, the Compensation Committee considered several factors, including:

​

​

These considerations resulted in the achievement of this performance component at a 120% achievement level, or 150% of the target level payout.

​

Qualitative Individual. For this component, the Compensation Committee considered each NEO's individual performance as follows:

​

​

¹Represents a non-GAAP measure. Please refer to Appendix A for a reconciliation of these measures.

​

​

​

​

Table of Contents

​

​

​

Final STIP Payouts for 2023

​

​

Equity Compensation

​

2023 Long-Term Equity Awards and Equity Mix

​

The equity awards granted in 2023 took the following forms:

​

​

​

​

Table of Contents

The target equity mix for the CEO and the other NEOs is 70% performance-based for the standard annual equity awards granted in 2023.

​

​

The Compensation Committee approved the following equity award amounts granted to the NEOs in 2023:

​

​

Three-Year Performance Stock Unit Award

​

In 2023, the Compensation Committee granted a long-term performance stock unit award ("PSU Award") that vests based on the Company's achievement of two metrics over a three-year performance period (covering January 1, 2023 through December 31, 2025). The Compensation Committee determined it was appropriate to continue with a single Company-based financial performance metric (3-year adjusted earnings per share) and a single relative market-based metric (3-year relative total shareholder return) which was consistent with the prior year. The Compensation Committee currently believes this structure is important to properly incentivize performance by executives within the Company and closely align with the long-term creation of shareholder value.

​

​

​

Table of Contents

The PSU Award will vest on March 1, 2026 and the number of shares delivered will be based upon the Compensation Committee's certification of the attainment of the results at the end of the three-year performance period. The number of shares delivered under the award will be based upon an interpolation of threshold, target and maximum performance levels. The equity payouts at threshold, target, and maximum levels are 50%, 100% and 150%, respectively. In addition, dividends accrue during the three-year performance period and are paid in proportion to the number of earned performance stock units on the vesting date. The two financial metrics and respective weightings for the PSU Award are as follows:

​

​

​

The Company believes the PSU Award is important because it aligns a significant portion of the executive's compensation against performance over an extended period and aligns the performance goals with the long-term corporate objectives of the Company. The Company believes linking compensation to long-term Company performance encourages prudent risk management and discourages excessive risk taking for short-term gain. Moreover, the Compensation Committee allocated 60% of the value of the award on Cumulative Adjusted EPS given the importance of earnings growth for the Company with the remaining 40% allocated to relative TSR to ensure the NEOs interests are closely aligned with the interests of shareholders.

​

Restricted Stock and Option Awards

​

The Compensation Committee also awarded equity to each of our NEOs in the form of restricted stock and options that each vest in one-third increments over three years. The Compensation Committee believes equity in this form is still an important element to ensure retention of its key executives and, with respect to stock options, also to incentivize long-term performance.

​

Profits Interest Unit Awards 2UniFi, LLC

​

In connection with the continued development of our digital solution 2UniFi, a national platform for providing banking services to small-and-medium-sized businesses, the Company established a wholly-owned subsidiary named 2UniFi, LLC in December 2023. Due to the strategic importance of 2UniFi and the successful growth strategy, the Compensation Committee determined that it was important that the interests of our executives with the most ability to impact our execution of that strategy be tied directly to the growth of 2UniFi. To directly link our executives' interests with the growth of 2UniFi, our Compensation Committee adopted the 2UniFi, LLC 2023 Equity Unit Incentive Plan in December 2023 and granted profits interest awards in the form of Class B Units of 2UniFi, LLC pursuant to this plan to Messrs. Laney, Birkans, Newfield and Ms. Petrucci on December 11, 2023.

​

​

​

Table of Contents

The Class B Units of 2UniFi, LLC are intended to qualify as profits interests for U.S. federal income tax purposes. The profits interests are equity interests in 2UniFi, LLC, but only have value to the extent the equity value of 2UniFi, LLC increases after the grant date. The Compensation Committee also linked the 2UniFi, LLC, profits interest awards to our retention goals by providing that the awards vest 50% on the third anniversary of the grant date and 25% on each of the fourth and fifth anniversary of the grant date, respectively, subject to continued service. The aggregate grant date fair value of the profits interests awards across our NEO group was less than $50,000.

​

Vesting of 2021 Performance Stock Unit Award

​

The performance stock units that were previously granted in 2021 were subject to performance vesting conditions tied to the Company's return on tangible assets and total shareholder return relative to a defined group of peer banks within the KRX Index, in each case over the period from January 1, 2021 to December 31, 2023.

​

The Compensation Committee determined to maintain its past use of a relative total shareholder return metric (TSR) and a relative return on tangible assets metric (ROTA). The Compensation Committee believed that the two return metrics appropriately balance operating performance with returns to shareholders, and that the use of relative measurement for both metrics would ensure alignment between management and shareholders. Both metrics also include a governor that caps the potential payout at 100% of target, if our TSR or ROTA are negative during the performance period. The Compensation Committee believes these governors provide important balance such that if our absolute operational performance and/or shareholder returns are not up to standards, the NEOs will not receive an above-target award.

​

The actual achievement under the relative TSR metric was 42^nd percentile performance (number 22 out of 37 companies). With respect to the ROTA metric, the Company achieved an average rank at the 60^thpercentile with our percentile rank calculated separately for each year.
​

In 2024, the Compensation Committee reviewed the Company's actual performance against the ROTA and relative TSR targets (as further described below) and confirmed that the awards achieved a payout of 101% of target. A summary of the Company's performance as measured against the targets, and the resulting payout, is set forth below:

​

​

​

​

Table of Contents

Stock Ownership Guidelines

​

We believe that ownership of our stock helps align the interests of certain of our key executives with those of shareholders and emphasizes the long-term aspects of equity-based compensation. The Board adopted minimum stock ownership thresholds (the "Executive Minimum Ownership Thresholds") as part of the stock ownership guidelines applicable to our HoldCo Executives (the "Executive Stock Ownership Guidelines") as shown in the table below.

​

Under the Executive Stock Ownership Guidelines, only vested restricted shares and shares owned outright, count towards the Executive Minimum Ownership Thresholds. Unvested restricted shares and unexercised stock options do not count. In addition, HoldCo Executives who have not yet achieved the Executive Minimum Ownership Thresholds are required to retain 50% of the after-tax portion of vested stock awards and exercised options until the threshold is met.

​

As of March 11, 2024, Messrs. Laney and Newfield had achieved their respective Executive Minimum Ownership Threshold. Mr. Birkans and Ms. Petrucci became subject to the guidelines in connection with their appointment as the Chief Financial Officer in August 2018, and Chief Administrative Officer and General Counsel in July 2020, respectively, and have not yet met their Executive Minimum Ownership Thresholds.

​

​

​

​

​

Insider Trading Restrictions and Anti-Hedging and Anti-Pledging

​

To further strengthen the alignment between stock ownership and your interests as shareholders, our Insider Trading Policy prohibits every director, officer, associate (including persons employed on a temporary or contract basis or through a staffing agency), and consultant of the Company and its subsidiaries from engaging in short sales, including sales with delayed delivery and any hedging transactions with respect to the Company's securities. Such hedging transactions include, but are not limited to, the use of prepaid variable forward contracts, equity swaps, collars and exchange funds that are intended to offset any decrease in the value of the Company's securities. In addition, pledging or hypothecation of Company's securities by designated persons (including the NEOs) under the Company's Insider Trading Policy is prohibited.

​

Clawback Policy

​

Each HoldCo Executive's employment agreement contains a clawback provision, which requires, if the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirement as a result of misconduct, the executive to reimburse the Company for all amounts received under any incentive compensation plans and any gains realized on the sale of the Company's securities, in each case during the 12 month period following the first public issuance or filing with the SEC (whichever first occurs) of the financial document embodying such financial reporting requirement. The clawback provision also provides that if the executive is found guilty of misconduct by any judicial or administrative authority in connection with any (1) formal investigation by the SEC or (2) other federal or state regulatory investigation, the Compensation Committee may require the repayment of any gain realized on the exercise of an award under any equity compensation plan without regard to the timing of the determination of misconduct in relation to the timing of the exercise of the award.

​

In addition, each NEO's equity award agreements include a similar clawback provision, including a clause whereby if the executive has engaged in a serious breach of conduct, the Compensation Committee may

​