Business Context and Reporting Period
This Form 8-K filing by Commerce Bancshares, Inc. (Missouri) reports on events occurring on January 31, 2017, with the report filed on February 6, 2017. The filing specifically addresses Item 5.02 regarding the approval of compensatory arrangements for named executive officers by the Compensation and Human Resources Committee.
Key Financial Metrics
The filing does not provide data on revenue, profit, cash flow, margins, debt, or liquidity. The only financial figures disclosed relate to executive compensation approved for the 2017 fiscal year (effective April 1, 2017) and performance bonuses for 2016.
| Executive Officer | Title | 2017 Base Salary | 2016 Performance Bonus | Restricted Stock Awards | Stock Appreciation Rights |
|---|---|---|---|---|---|
| David W. Kemper | Chairman & CEO | $979,475 | $1,138,700 | 29,837 | 36,337 |
| John W. Kemper | President & COO | $609,348 | $523,566 | 28,924 | 13,266 |
| Jonathan M. Kemper | Vice Chairman | $505,267 | $381,813 | 8,665 | 10,125 |
| Charles G. Kim | Executive VP & CFO | $463,500 | $318,600 | 14,626 | 6,231 |
| Kevin G. Barth | Executive VP | $463,500 | $318,600 | 14,626 | 6,231 |
Material Changes
The filing does not disclose material changes to the company's financial position or operations compared to prior periods. The primary change reported is the formal approval of 2017 base salaries and the distribution of 2016 performance-based cash bonuses and equity awards.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future outlook, or discussion of specific risks and contingencies. The compensation awards are noted to be in accordance with the Company's Executive Incentive Compensation Plan (EICP) and the 2005 Equity Incentive Plan.
Investor Verification Checklist
- Verify the total cash outflow for executive bonuses against the company's Q4 2016 cash flow statement.
- Confirm the valuation of the restricted stock awards and stock appreciation rights granted in the 2005 Equity Incentive Plan.
- Review the Executive Incentive Compensation Plan (EICP) to understand the specific performance metrics used to calculate the 2016 bonuses.
- Check subsequent filings (e.g., 10-K or 10-Q) for the actual impact of these compensation costs on net income.