NATIONAL BANK HOLDINGS CORP CLASS (NBHC)
Sector: Financials
2026 Annual Meeting Analysis
NATIONAL BANK HOLDINGS CORP CLASS · Meeting: May 7, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2009 with strong financial expertise as a CPA and former KPMG managing partner; NBHC's 3-year return of 28.5% is strong positive, and the gap versus the peer median (-39.8pp) does not meet the 65pp threshold required to trigger a vote against under the named-peer policy.
Director since 2009 with deep banking law and M&A experience; the peer-group TSR gap of -39.8pp falls well short of the 65pp threshold needed to trigger a vote against for strong-positive absolute TSR, and no other policy flags apply.
Joined the board in March 2024, which is within the 24-month new-director exemption window, so she is exempt from the TSR trigger entirely; she brings strong financial services risk and audit expertise.
Director since November 2021 with relevant fintech and digital payments expertise; the peer-group TSR gap of -39.8pp does not meet the 65pp threshold for a vote against, and no other policy flags apply.
Director since 2014 with 30 years of banking and securities regulatory experience; the peer-group TSR gap of -39.8pp is well below the 65pp threshold required to trigger a vote against under the named-peer policy.
Chairman and CEO since 2010; as an executive director he is subject to the TSR trigger, but NBHC's 3-year return of 28.5% is strong positive and the peer-group underperformance gap of -39.8pp does not meet the 65pp threshold, so no TSR-based vote against is warranted.
Joined the board on January 7, 2026, which is within the 24-month new-director exemption window; he brings 40+ years of community banking experience and qualifies as an audit committee financial expert.
Director since August 2021 with over 30 years of banking experience; the peer-group TSR gap of -39.8pp is well below the 65pp threshold for a vote against, and no other policy flags apply.
Director since 2009 with public policy and financial institution board experience; the peer-group TSR underperformance gap of -39.8pp does not reach the 65pp threshold required to trigger a vote against under the named-peer policy.
Director since 2016 and current CEO of DHI Group with deep technology and cybersecurity expertise; the peer-group TSR gap of -39.8pp is well below the 65pp threshold, and holding one outside board seat as a sitting public-company CEO is within the policy's two-seat limit.
All ten director nominees receive a FOR vote. NBHC's 3-year absolute return of 28.5% falls in the strong-positive band, which requires a peer-group underperformance gap of at least 65 percentage points to trigger a vote against; the actual gap versus the company-disclosed peer median is -39.8pp, well short of that threshold. Two directors (Doyle and McLaughlin) joined within the past 24 months and are exempt from the TSR trigger entirely. No director is overboarded, none has attendance below 75%, and all committee assignments appear consistent with independence requirements.
Say on Pay
✓ FORCEO
G. Timothy Laney
Total Comp
$3,725,952
Prior Support
98.24%%
The CEO's total compensation of approximately $3.73 million is reasonable for a regional bank CEO at NBHC's $1.8 billion market cap, and the pay mix is well-structured: 70% of CEO pay was at-risk in 2025, driven by a short-term cash bonus tied to measurable financial metrics (core net income and asset quality) and long-term equity awards split equally between performance stock units (vesting on three-year relative TSR, relative return on tangible assets, and cumulative EPS) and time-based restricted stock. The pay-for-performance check does not fire a concern: while NBHC's stock has lagged its peer group, the company's variable pay program demonstrated genuine discipline — the 2023 performance stock unit awards paid out at only 43% of target because NBHC ranked at the 13th percentile for relative TSR versus its peer index, showing the incentive plan actually reduced executive payouts when shareholder returns underperformed. Prior Say-on-Pay support was 98.24%, well above the 70% threshold, and no material governance concerns were identified.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
16 yrs
Audit Fees
$1,531,500
Non-Audit Fees
$0
KPMG has served as NBHC's auditor since 2010, giving it approximately 16 years of tenure — well below the 25-year threshold that would trigger a vote against. Non-audit fees were zero in 2025, so the non-audit fee ratio is 0%, far below the 50% threshold. KPMG is a Big 4 firm appropriate for a $1.8 billion market-cap company, and no material restatements were identified.
Overall Assessment
The 2026 NBHC annual meeting ballot is straightforward: all ten director nominees receive a FOR vote because the company's strong-positive 3-year absolute return of 28.5% means peer-group underperformance would need to reach 65 percentage points to trigger a vote against — the actual gap is only 39.8 points. The Say-on-Pay vote also receives a FOR, supported by a well-structured at-risk pay program (70% of CEO pay variable), a long-term equity plan with genuine performance conditions, and evidence that the plan actually cuts payouts when performance lags (2023 PSUs settled at only 43% of target). KPMG's ratification is straightforward with zero non-audit fees and tenure of approximately 16 years, both comfortably within policy limits.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing