Business Context and Reporting Period
This Form 8-K Current Report was filed by Commerce Bancshares, Inc. on February 6, 2009. The filing addresses Item 5.02 regarding the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements of certain officers.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation details.
Material Changes and Compensation Details
On February 6, 2009, the Board of Directors approved the following compensation arrangements for Named Executive Officers (NEOs), effective April 1, 2009:
- Base Salary: Approved for the 2009 fiscal year.
- Cash Bonuses: Includes performance-based compensation under the Executive Incentive Compensation Plan (EICP) and discretionary bonuses outside the EICP.
- Equity Awards: Grants of restricted stock under the 2005 Equity Incentive Plan.
| Executive Officer | Title | 2009 Base Salary | 2009 Performance-Based Bonus | 2009 Discretionary Bonus | 2008 Cash Bonus | 2008 Restricted Stock Awards |
|---|---|---|---|---|---|---|
| David W. Kemper | Chairman, President & CEO | $848,500 | $234,822 | $147,003 | $381,825 | 25,243 |
| Jonathan M. Kemper | Vice Chairman | $437,500 | $87,445 | $54,743 | $142,188 | 10,467 |
| Seth M. Leadbeater | Vice Chairman | $345,000 | $63,653 | $39,847 | $103,500 | 5,563 |
| Charles G. Kim | Executive Vice President | $345,000 | $63,653 | $39,847 | $103,500 | 5,268 |
| Kevin G. Barth | Executive Vice President | $345,000 | $63,653 | $39,847 | $103,500 | 5,268 |
| A. Bayard Clark | Executive Vice President & CFO | $265,500 | $40,821 | $25,554 | $66,375 | 4,197 |
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary on business risks, contingencies, or unusual items. The document is limited to the disclosure of executive compensation approvals.
Key Facts for Investor Verification
- Verify the total cash compensation (salary + bonuses) for the CEO, David W. Kemper, totaling approximately $1.23 million for 2009.
- Confirm the distinction between performance-based bonuses (EICP) and discretionary bonuses for each executive.
- Review the 2005 Equity Incentive Plan terms regarding the restricted stock awards granted in 2008.
- Note that the base salary adjustments are effective April 1, 2009.