Business Context and Reporting Period
This Form 8-K/A is an amendment filed by Commerce Bancshares, Inc. on February 15, 2018, regarding events reported on January 24, 2018. The filing concerns the approval of 2018 base salaries and performance-based cash bonuses for named executive officers by the Compensation and Human Resources Committee.
Key Financial Metrics
The filing does not provide company-wide revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on executive compensation details:
- David W. Kemper (Chairman & CEO): 2018 Base Salary of $1,000,000; Performance-Based Bonus of $1,606,339.
- John W. Kemper (President & COO): 2018 Base Salary of $625,000; Performance-Based Bonus of $849,431.
- Jonathan M. Kemper (Vice Chairman): 2018 Base Salary of $515,500; Performance-Based Bonus of $538,615.
- Charles G. Kim (EVP & CFO): 2018 Base Salary of $477,000; Performance-Based Bonus of $456,084.
- Kevin G. Barth (EVP): 2018 Base Salary of $477,000; Performance-Based Bonus of $456,084.
Additionally, restricted stock awards and stock appreciation rights were granted to these officers under the 2005 Equity Incentive Plan.
Material Changes
This filing amends the Initial Form 8-K to clarify the composition of the bonus paid to David W. Kemper. Specifically, $106,339 of his total bonus is identified as a discretionary performance-based bonus awarded outside the limits of the Executive Incentive Compensation Plan (EICP). The remaining bonuses were paid pursuant to the EICP.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of general business risks. The primary disclosure relates to the specific structure of executive compensation and the classification of a portion of the CEO's bonus as discretionary.
Investor Verification Checklist
- Verify the total compensation package for David W. Kemper, noting the $106,339 discretionary component outside the standard EICP.
- Confirm the effective date of the 2018 base salaries (April 1, 2018).
- Review the number of restricted stock awards and stock appreciation rights granted to each named executive officer.
- Check the company's 2005 Equity Incentive Plan and Executive Incentive Compensation Plan for details on the standard bonus structures referenced.