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 January 24, 2018. The report details actions taken by the Compensation and Human Resources Committee of the Board of Directors regarding executive compensation for the 2018 fiscal year.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements.
Material Changes and Executive Compensation
On January 24, 2018, the Committee approved the following for Named Executive Officers (NEOs):
- Base Salary: Approved for 2018, effective April 1, 2018.
- Cash Bonuses: Performance-based bonuses paid in accordance with the Executive Incentive Compensation Plan (EICP).
- Equity Awards: Grants of restricted stock awards and stock appreciation rights under the 2005 Equity Incentive Plan.
| Executive Officer | Title | 2018 Base Salary ($) | 2018 Performance-Based Bonus ($) | Restricted Stock Awards (#) | Stock Appreciation Rights (#) |
|---|---|---|---|---|---|
| David W. Kemper | Chairman & CEO | 1,000,000 | 1,606,339 | 29,926 | 35,277 |
| John W. Kemper | President & COO | 625,000 | 849,431 | 10,512 | 10,898 |
| Jonathan M. Kemper | Vice Chairman | 515,500 | 538,615 | 5,279 | 5,944 |
| Charles G. Kim | Executive Vice President & CFO | 477,000 | 456,084 | 6,304 | 6,638 |
| Kevin G. Barth | Executive Vice President | 477,000 | 456,084 | 6,304 | 6,638 |
Guidance, Outlook, and Risks
The filing does not contain financial guidance, outlook, management commentary on operations, or specific risk factors. It is a disclosure of compensatory arrangements.
Key Facts for Investor Verification
- Verify the performance metrics used to calculate the 2018 performance-based bonuses under the EICP.
- Review the vesting schedules and terms for the granted restricted stock awards and stock appreciation rights.
- Confirm the total compensation impact relative to prior years by comparing with the previous year's proxy statement or 10-K.
- Note that the base salary increase is effective April 1, 2018, not immediately upon the filing date.