Commerce Bancshares Inc. 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Commerce Bancshares, Inc. on February 7, 2022, reporting events occurring on February 2, 2022. The filing pertains to the approval of executive compensation arrangements by the Compensation and Human Resources Committee of the Board of Directors.
Key Financial Metrics
The filing does not provide financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation details.
Material Changes and Executive Compensation
On February 2, 2022, the Committee approved the following compensation for Named Executive Officers (NEOs), effective March 19, 2022 for base salaries:
- John W. Kemper (President & CEO): Base salary of $1,001,530; Performance-based bonus of $1,598,549; 28,193 Restricted Stock Awards; 31,383 Stock Appreciation Rights.
- David W. Kemper (Executive Chairman): Base salary of $400,000; Performance-based bonus of $200,000; 4,558 Restricted Stock Awards; No Stock Appreciation Rights.
- Charles G. Kim (Executive Vice President & CFO): Base salary of $543,476; Performance-based bonus of $562,472; 5,375 Restricted Stock Awards; 4,889 Stock Appreciation Rights.
- Kevin G. Barth (Executive Vice President): Base salary of $543,476; Performance-based bonus of $562,472; 6,579 Restricted Stock Awards; No Stock Appreciation Rights.
- John K. Handy (Executive Vice President): Base salary of $480,000; Performance-based bonus of $459,889; 6,258 Restricted Stock Awards; No Stock Appreciation Rights.
Compensation includes cash bonuses under the Executive Incentive Compensation Plan and equity grants under the 2005 Equity Incentive Plan.
Guidance, Outlook, and Risks
The filing text does not provide guidance, outlook, management commentary on business strategy, risks, contingencies, or unusual items beyond the compensation approvals.
Investor Verification Checklist
- Verify the vesting schedules and performance conditions attached to the 2022 Restricted Stock Awards and Stock Appreciation Rights.
- Review the specific performance metrics used to calculate the 2021 performance-based bonuses.
- Confirm the effective date of the base salary adjustments (March 19, 2022) against payroll records.
- Check the 2005 Equity Incentive Plan for remaining share availability following these grants.