Commerce Bancshares Inc. 8-K Summary
Business Context and Reporting Period
This Form 8-K was filed by Commerce Bancshares, Inc. on January 23, 2019. The report discloses actions taken by the Compensation and Human Resources Committee regarding executive compensation for the 2019 fiscal year, effective April 1, 2019.
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 Executive Compensation
The Committee approved base salaries, cash bonuses, restricted stock awards, and stock appreciation rights for named executive officers. The specific allocations are as follows:
| Executive Officer | Title | 2019 Base Salary | 2019 Performance-Based Bonus | Restricted Stock Awards | Stock Appreciation Rights |
|---|---|---|---|---|---|
| John W. Kemper | President & CEO | $925,500 | $1,123,229 | 24,491 | 34,097 |
| David W. Kemper | Executive Chairman | $400,000 | $1,312,000 | 18,642 | 21,311 |
| Charles G. Kim | Executive Vice President & CFO | $501,000 | $469,368 | 6,527 | 7,139 |
| Kevin G. Barth | Executive Vice President | $501,000 | $469,368 | 6,527 | 7,139 |
| Jonathan M. Kemper | Vice Chairman* | $275,000 | $320,555 | 3,581 | 4,262 |
*Jonathan M. Kemper resigned from his position as Vice Chairman effective July 31, 2018.
Guidance, Outlook, and Risks
The filing contains no guidance, outlook, management commentary on business performance, or discussion of risks and contingencies. The cash bonuses are noted to include performance-based compensation in accordance with the Company's Executive Incentive Compensation Plan.
Key Facts for Investor Verification
- Verify the total cash compensation (salary plus bonus) for the CEO and Executive Chairman, which exceeds $2 million and $1.7 million respectively for 2019.
- Confirm the vesting schedules and performance conditions attached to the restricted stock awards and stock appreciation rights granted under the 2005 Equity Incentive Plan.
- Note that Jonathan M. Kemper received compensation despite resigning as Vice Chairman in July 2018.
- Review the full Executive Incentive Compensation Plan to understand the metrics driving the performance-based bonuses.