ex24-05102024_080533.htm

0001415889-24-012870.txt : 20240510 0001415889-24-012870.hdr.sgml : 20240510 20240510162841 ACCESSION NUMBER: 0001415889-24-012870 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240501 FILED AS OF DATE: 20240510 DATE AS OF CHANGE: 20240510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kramer Valerie D. CENTRAL INDEX KEY: 0002020566 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35654 FILM NUMBER: 24935355 MAIL ADDRESS: STREET 1: 7800 EAST ORCHARD ROAD STREET 2: SUITE 300 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: National Bank Holdings Corp CENTRAL INDEX KEY: 0001475841 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] ORGANIZATION NAME: 02 Finance IRS NUMBER: 270563799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7800 EAST ORCHARD ROAD STREET 2: SUITE 300 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 303-892-8715 MAIL ADDRESS: STREET 1: 7800 EAST ORCHARD ROAD STREET 2: SUITE 300 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: NBH Holdings Corp. DATE OF NAME CHANGE: 20091030 3 1 form3-05102024_080533.xml X0206 3 2024-05-01 0 0001475841 National Bank Holdings Corp NBHC 0002020566 Kramer Valerie D. 7800 EAST ORCHARD ROAD SUITE 300 GREENWOOD VILLAGE CO 80111 false true false false Chief Digital Officer Common Stock 10398 D Employee Stock Option (Right to Buy) 32.65 2028-03-01 Common Stock 678 D Employee Stock Option (Right to Buy) 34.90 2028-11-07 Common Stock 597 D Employee Stock Option (Right to Buy) 34.08 2029-04-01 Common Stock 953 D Employee Stock Option (Right to Buy) 35.51 2029-11-06 Common Stock 1205 D Employee Stock Option (Right to Buy) 23.10 2030-04-01 Common Stock 725 D Employee Stock Option (Right to Buy) 40.16 2031-04-01 Common Stock 552 D Employee Stock Option (Right to Buy) 40.83 2032-04-01 Common Stock 2439 D Employee Stock Option (Right to Buy) 33.46 2033-04-01 Common Stock 3329 D Total includes 323 shares of unvested restricted stock granted under the NBHC 2014 Omnibus Incentive Plan, which are scheduled to vest on April 28, 2025. Total also includes 2,954 shares of unvested restricted stock granted under the NBHC 2023 Omnibus Incentive Plan, which are scheduled to vest as follows: (i) 1,134 will vest on April 28, 2025; (ii) 1,134 will vest on April 28, 2026; and (iii) 686 will vest on April 28, 2027. Vesting of shares under all restricted stock awards is contingent upon continued employment. Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting, with the first installment having vested on April 28, 2019, the second installment having vested on April 28, 2020, and the third installment having vested on April 28, 2021. Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting, with the first installment having vested on October 1, 2019, the second installment having vested on October 1, 2020, and the third installment having vested on October 1, 2021. Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting, with the first installment having vested on April 28, 2020, the second installment having vested on April 28, 2021, and the third installment having vested on April 28, 2022. Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting, with the first installment having vested on October 1, 2020, the second installment having vested on October 1, 2021, and the third installment having vested on October 1, 2022. Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting and represents the third installment of the applicable stock option award, which vested on April 28, 2023. Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting and represents the first and second installments of the applicable stock option award, which vested on April 28, 2022 and April 28, 2023, respectively. Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting, with the first installment having vested on April 28, 2023, the second installment having vested on April 28, 2024, and the third installment vesting on April 28, 2025. Granted under the NBHC 2023 Omnibus Incentive Plan. Stock option award is time vesting, with the first installment having vested on April 28, 2024, the second installment vesting on April 28, 2025, and the third installment vesting on April 28, 2026. Angela N. Petrucci as Attorney-in-Fact 2024-05-10 EX-24 2 ex24-05102024_080533.htm ex24-05102024_080533.htm

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of G. Timothy Laney, Angela N. Petrucci and Deborah Slyne, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a director and/or officer of National Bank Holdings Corporation (the “Company”), Form 144 in accordance with Rule 144 under the Securities Act of 1933 (the “Securities Act”) and Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”) and Form ID, if necessary, to obtain EDGAR codes and related documentation for use in filing Forms 3, 4 and 5;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 and 5, complete and execute any amendments thereto, and file such forms with the United States Securities and Exchange Commission and any stock exchange or similar entity;

(3) seek or obtain, as the undersigned’s attorney-in-fact and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in connection with the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on behalf of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or any liability for the failure to comply with, Rule 144 under the Securities Act or any provision of Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 144 or Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Securities Act or Exchange Act, including, without limitation, the reporting requirements under Rule 144 under the Securities Act or Section 16 of the Exchange Act. Additionally, although pursuant to this Power of Attorney the Company will use commercially reasonable efforts to timely and accurately file Form 144 or Section 16 reports on behalf of the undersigned, the Company does not represent or warrant that it will be able to in all cases timely and accurately file Form 144 or Section 16 reports on behalf of the undersigned due to various factors and the undersigned and the Company’s need to rely on others for information, including the undersigned and brokers of the undersigned.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18^th Day of April, 2024.

By: /s/ Valerie D. Kramer

Name: Valerie D. Kramer