National Bank (NBHC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 30, 2025, with voting on director elections, auditor ratification, and executive compensation advisory vote.

• Shareholders of record as of March 10, 2025, are eligible to vote; multiple voting methods are available.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Nine directors are nominated for election to one-year terms.

• Proposal to ratify KPMG LLP as independent auditor for 2025.

• Advisory, non-binding vote on executive compensation (Say-on-Pay).

• Shareholder proposals for the 2026 meeting must be submitted by November 29, 2025.

Board of directors and corporate governance

• Board consists of nine members, with a majority being independent.

• Committees: Audit & Risk, Compensation, and Nominating & Governance, each with defined charters and independent membership.

• Board leadership structure includes a combined Chairman/CEO and an independent Lead Director.

• Directors are expected to attend all meetings; all attended at least 75% of meetings in 2024.

• Director compensation is primarily equity-based, with stock ownership guidelines in place.