Commerce Bancshares Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Commerce Bancshares, Inc. on February 7, 2023, reporting events that occurred on February 1, 2023. The filing addresses executive compensation decisions made by the Compensation and Human Resources Committee of the Board of Directors.
Key Financial Metrics
The filing does not provide data on revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements.
Material Changes and Executive Compensation
On February 1, 2023, the Committee approved the following for Named Executive Officers (NEOs):
- Base Salary: Approved for 2023, effective April 1, 2023.
- Cash Bonuses: Performance-based compensation paid under the Executive Incentive Compensation Plan.
- Equity Awards: Grants of restricted stock awards and stock appreciation rights under the 2005 Equity Incentive Plan.
| Executive Officer | Title | 2022 Salary ($) | 2023 Performance-Based Bonus ($) | Restricted Stock Awards (#) | Stock Appreciation Rights (#) |
|---|---|---|---|---|---|
| John W. Kemper | President & CEO | 1,041,591 | 1,642,509 | 31,274 | 29,184 |
| Charles G. Kim | Executive Vice President & CFO | 565,215 | 579,346 | 7,486 | — |
| Kevin G. Barth | Executive Vice President | 565,215 | 579,346 | 7,486 | — |
| Robert S. Holmes | Executive Vice President | 500,000 | 463,797 | 5,264 | — |
| David W. Kemper | Executive Chairman | 400,000 | 328,000 | 3,785 | — |
Guidance, Outlook, and Risks
The filing text does not provide guidance, outlook, management commentary on business performance, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Verify the performance metrics used to calculate the 2023 performance-based bonuses for NEOs.
- Review the terms of the 2005 Equity Incentive Plan regarding the vesting schedules for the granted restricted stock and stock appreciation rights.
- Confirm the effective date of the 2023 base salary adjustments (April 1, 2023).
- Check subsequent filings for the actual payout of the approved cash bonuses.