XML 34 R19.htm IDEA: XBRL DOCUMENT v3.20.4
EMPLOYEE BENEFITS
12 Months Ended
Dec. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
EMPLOYEE BENEFITS

11. EMPLOYEE BENEFITS

The Company has a discretionary noncontributory profit sharing plan, which features an employee stock ownership plan.  This plan is for the benefit of substantially all eligible officers and employees of the Company and its subsidiaries.  The Company has accrued and anticipates making a discretionary payment of $2.0 million in March 2021, for 2020.  A $2.0 million contribution was paid in 2020, for 2019.  A $1.5 million contribution was paid in 2019, for 2018.

The Company has a qualified 401(k) profit sharing plan that permits participants to make contributions by salary deduction, to which the Company makes matching contributions.  The Company recognized expense related to matching contributions of $11.0 million, $10.6 million, and $8.8 million for the years ended December 31, 2020, 2019 and 2018, respectively.

The Company recognized $0.6 million, $1.3 million, and $1.5 million in expense related to outstanding stock options and $3.4 million, $6.9 million, and $8.2 million in expense related to outstanding restricted stock grants for the years ended December 31, 2020, 2019, and 2018, respectively. The Company also recognized $10.5 million, $6.0 million, and $807 thousand in expense related to outstanding restricted stock unit grants for the years ended December 31, 2020, 2019 and 2018, respectively.  The Company had $46 thousand of unrecognized compensation expense related to the outstanding stock options, $2.2 million of unrecognized compensation expense related to outstanding restricted stock, and $13.3 million of unrecognized compensation expense related to outstanding restricted stock unit grants at December 31, 2020.  

Long-Term Incentive Compensation Plan

At the April 26, 2005 shareholders’ meeting, the shareholders of the Company approved the UMB Financial Corporation Long-Term Incentive Compensation Plan (LTIP) which became effective as of January 1, 2005. The LTIP permits the issuance to selected officers of the Company service-based restricted stock grants, performance-based restricted stock grants and non-qualified stock options. Service-based restricted stock grants contain a service requirement.  The performance-based restricted grants contain performance and service requirements.  The non-qualified stock option grants contain a service requirement.

At the April 23, 2013 shareholders’ meeting, the shareholders of the Company approved amendments to the LTIP Plan, including increasing the number of shares of the Company’s stock reserved for issuance under the Plan from 5.25 million shares to 7.44 million shares. Additionally, the shareholders approved increasing the maximum benefits any one eligible employee may receive under the plan during any one fiscal year from $1 million to $2 million taking into account the value of all stock options and restricted stock received. 

The service-based restricted stock grants contain a service requirement with varying vesting schedules.  The majority of these grants issued prior to 2016 utilize a vesting schedule in which 50% of the shares vest after three years of service, 75% after four years of service and 100% after five years of service.  The majority of these grants issued in 2016 and beyond utilize a vesting schedule in which 50% of the shares vest after two years of service, 75% after three years of service and 100% after four years of service.  Certain other grants utilize vesting schedules in which the grants vest ratably over the requisite service period or contain a three-year cliff vesting.

The performance-based restricted stock grants contain a service and a performance requirement.  The performance requirement is based on a predetermined performance requirement over a three-year period.  The service requirement portion is a three-year cliff vesting.  If the minimum performance requirement is not met, the participants do not receive the shares.  

The dividends on service and performance-based restricted stock grants are treated as two separate transactions.  First, cash dividends are paid on the restricted stock.  Those cash dividends are then paid to purchase additional shares of restricted stock.  Dividends earned as additional shares of restricted stock have the same terms as the associated grant.  The dividends paid on the stock are recorded as a reduction to retained earnings, similar to all dividend transactions.

The table below discloses the status of the service-based restricted shares during 2020:

 

 

 

Number of Shares

 

 

Weighted Average Grant Date Fair Value

 

Service-Based Restricted Stock

 

 

 

 

 

 

 

 

Nonvested - December 31, 2019

 

 

210,538

 

 

$

66.65

 

Granted

 

 

 

 

 

 

Canceled

 

 

(7,345

)

 

 

72.11

 

Vested

 

 

(136,895

)

 

 

63.30

 

Nonvested - December 31, 2020

 

 

66,298

 

 

$

72.98

 

 

As of December 31, 2020, there was $2.2 million of unrecognized compensation cost related to the nonvested shares.  The cost is expected to be recognized over a period of 1.0 years.  Total fair value of shares vested during the years ended December 31, 2020, 2019, and 2018 was $9.2 million, $8.7 million, and $14.5 million, respectively.    

The table below discloses the status of the performance-based restricted shares during 2020:

 

 

 

Number of Shares

 

 

Weighted Average Grant Date Fair Value

 

Performance-Based Restricted Stock

 

 

 

 

 

 

 

 

Nonvested - December 31, 2019

 

 

30,545

 

 

$

75.25

 

Granted

 

 

 

 

 

 

Canceled

 

 

 

 

 

 

Vested

 

 

(30,545

)

 

 

75.25

 

Nonvested - December 31, 2020

 

 

 

 

$

 

 

Total fair value of shares vested during the years ended December 31, 2020, 2019 and 2018, was $2.0 million, $3.0 million, and $2.6 million, respectively.  

The non-qualified stock options carry a service requirement and grants issued prior to 2016 will vest 50% after three years, 75% after four years and 100% after five years, while grants issued in 2016 and beyond will vest 50% after two years, 75% after three years and 100% after four years.

The table below discloses the information relating to non-qualified option activity in 2020 under the LTIP:

 

 

 

Number of Shares

 

 

Weighted Average Price Per Share

 

 

Weighted Average Remaining Contractual Term

 

 

Aggregate Intrinsic Value

 

Stock Options Under the LTIP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding - December 31, 2019

 

 

643,319

 

 

$

53.72

 

 

 

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canceled

 

 

(1,632

)

 

 

75.25

 

 

 

 

 

 

 

 

 

Expired

 

 

(14,620

)

 

 

60.88

 

 

 

 

 

 

 

 

 

Exercised

 

 

(99,126

)

 

 

46.11

 

 

 

 

 

 

 

 

 

Outstanding - December 31, 2020

 

 

527,941

 

 

$

54.89

 

 

 

4.0

 

 

$

7,446,101

 

Exercisable - December 31, 2020

 

 

501,826

 

 

$

53.83

 

 

 

3.9

 

 

$

7,609,581

 

 

There were no options granted during 2020, 2019, or 2018.  The total intrinsic value of options exercised during the years ended December 31, 2020, 2019, and 2018, was $2.0 million, $1.6 million and $6.1 million, respectively.  As of December 31, 2020, there was $46 thousand of unrecognized compensation cost related to the nonvested options. The cost is expected to be recognized over a period of 0.1 years.

Cash received from options exercised under all share based compensation plans was $4.6 million, $3.8 million, and $11.3 million for the years ended December 31, 2020, 2019, and 2018, respectively.  The tax benefit realized for stock options exercised was $345 thousand, $766 thousand, and $2.4 million for the years ended December 31, 2020, 2019, and 2018, respectively.

The Company has no specific policy to repurchase common shares to mitigate the dilutive impact of options; however, the Company has historically made adequate discretionary repurchases of common shares in an amount that exceeds stock option exercise activity.  See a description of the Company’s Repurchase Authorizations in Note 14, “Common Stock and Earnings Per Share,” in the Notes to the Consolidated Financial Statements provided in Item 8, pages 109 through 110 of this report.

Omnibus Incentive Compensation Plan

At the April 24, 2018 shareholders’ meeting, the shareholders of the Company approved the UMB Financial Corporation Omnibus Incentive Compensation Plan (OICP) which became effective as of April 24, 2018. The OICP permits the issuance to key employees of the Company various types of awards, including stock options, restricted stock and restricted stock units, performance awards and other stock-based awards. Service-based restricted stock unit awards contain a service requirement and the performance-based restricted stock unit awards contain performance and service requirements. The number of shares of the Company’s stock reserved for issuance under the OICP is 5.40 million shares.

The service-based restricted stock unit awards are payable in shares of stock and the majority contain a service requirement with a four-year graded vesting schedule in which 50% of the units are vested after two years, 75% are vested after three years, and 100% are vested after four years.  Certain other grants contain a service requirement with either a two-year cliff vesting or a three-year graded vesting schedule in which 50% of the units vest after two years of service and the remaining 50% vest after three years of service.

The performance-based restricted stock unit awards are payable in shares of stock and contain a service and a performance requirement.  The performance requirement is based on two predetermined performance requirements over a three-year period. The service requirement portion is a three-year cliff vesting.  If the minimum performance requirement is not met, the participants do not receive the shares.

The dividends on service-based restricted stock grants and service-based restricted stock units are treated as two separate transactions.  First, cash dividends are paid on the restricted stock or stock units.  Those cash dividends are then paid to purchase additional shares of restricted stock or stock units.  Dividends earned as additional shares of restricted stock or stock units have the same terms as the associated grant. The dividends paid on the stock are recorded as a reduction to retained earnings, similar to all dividend transactions.  Dividends are not paid on performance-based restricted stock units.

As of December 31, 2020, there were no nonvested service-based restricted stock awards outstanding, and no awards were granted, cancelled, or vested during 2020. As of December 31, 2020, 2019 and 2018, there was no unrecognized compensation cost related to restricted stock awards. Total fair value of shares vested during the year ended December 31, 2018, was $18 thousand.

The table below discloses the status of the service-based restricted stock units during 2020:

 

 

 

Number of Units

 

 

Weighted Average Price Per Unit

 

Service Based Restricted Stock Units Under the OICP

 

 

 

 

 

 

 

 

Nonvested - December 31, 2019

 

 

179,278

 

 

$

66.03

 

Granted

 

 

169,671

 

 

 

66.70

 

Canceled

 

 

(22,930

)

 

 

66.38

 

Vested

 

 

(6,221

)

 

 

71.76

 

Nonvested - December 31, 2020

 

 

319,798

 

 

$

66.25

 

As of December 31, 2020, there was $10.7 million of unrecognized compensation cost related to the nonvested service-based restricted stock units. The cost is expected to be recognized over a period of 2.7 years. Total fair value of units vested during the year ended December 31, 2020 was $0.3 million. There were no units vested during 2019 or 2018.

The table below discloses the status of the performance-based restricted stock units during 2020:

 

 

 

Number of Units

 

 

Weighted Average Price Per Unit

 

Performance Based Restricted Stock Units Under the OICP

 

 

 

 

 

 

 

 

Nonvested - December 31, 2019

 

 

84,886

 

 

$

67.30

 

Granted

 

 

65,093

 

 

 

61.67

 

Canceled

 

 

(1,906

)

 

 

68.16

 

Vested

 

 

 

 

 

 

Nonvested - December 31, 2020

 

 

148,073

 

 

$

64.82

 

 

As of December 31, 2020, there was $2.6 million of unrecognized compensation cost related to the nonvested performance-based restricted stock units. The cost is expected to be recognized over a period of 1.8 years. There were no units vested during 2020, 2019, or 2018.