Business Context and Reporting Period
This Form 8-K was filed by Commerce Bancshares, Inc. on February 3, 2020. The report discloses actions taken by the Compensation and Human Resources Committee regarding executive compensation for the 2020 fiscal year, effective April 1, 2020.
Key Financial Metrics
The filing does not provide operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation details.
Material Changes and Compensation Details
The Committee approved base salaries, cash bonuses, restricted stock awards, and stock appreciation rights for Named Executive Officers (NEOs). The following table summarizes the approved compensation components:
| Executive Officer | Title | 2020 Base Salary | 2020 Performance-Based Bonus | Restricted Stock Awards | Stock Appreciation Rights |
|---|---|---|---|---|---|
| John W. Kemper | President & CEO | $950,951 | $749,100 | 28,223 | — |
| Charles G. Kim | Executive Vice President & CFO | $514,778 | $263,581 | 7,174 | 7,071 |
| David W. Kemper | Executive Chairman | $400,000 | $200,000 | 14,732 | — |
| Kevin G. Barth | Executive Vice President | $514,778 | $263,581 | 5,718 | 7,071 |
| John K. Handy | Executive Vice President | $422,816 | $340,506 | 5,155 | — |
| Robert S. Holmes | Executive Vice President | $446,449 | $211,011 | 4,866 | — |
Guidance, Outlook, and Risks
The filing contains no guidance, outlook, management commentary on business performance, risks, contingencies, or unusual items. The cash bonuses are noted to include performance-based compensation in accordance with the Company's Executive Incentive Compensation Plan.
Investor Verification Checklist
- Verify the effective date of the new base salaries (April 1, 2020).
- Review the specific performance metrics tied to the "Performance-Based Bonus" under the Executive Incentive Compensation Plan.
- Confirm the vesting schedules and terms for the granted Restricted Stock Awards and Stock Appreciation Rights under the 2005 Equity Incentive Plan.
- Check subsequent filings for actual payout amounts if performance targets were not fully met.