Commerce Bancshares Inc.

02/09/2026 | Press release | Distributed by Public on 02/09/2026 12:28

Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On February 3, 2026, the Compensation and Human Resources Committee of the Board of Directors of Commerce Bancshares, Inc. (the Company) approved the base salary for 2026 (effective March 28, 2026) and the payment of cash bonuses to the Company's CEO and its other named executive officers, as listed in the table below. The cash bonuses include performance-based compensation in accordance with the Company's Executive Incentive Compensation Plan. The Committee also approved a new design for the long-term incentive awards to be made in 2026 under the Company's Equity Incentive Plan. The total award value is determined discretionarily (with guideline ranges) and is split across two weighted categories at time of grant: one-third (33.3%) of the award are time-vested restricted stock units (RSUs) and two-thirds (66.6%) are performance-vested RSUs.
2026 Salary 2025 Performance Based Bonus Performance-vested Restricted Stock Units Time-vested Restricted Stock Units
Executive Officer Title $ $ # #
John W. Kemper President & CEO $ 1,050,000 $ 2,313,108 36,076 18,038
Charles G. Kim Executive Vice President & CFO 619,126 802,483 5,931 4,831
Kevin G. Barth Executive Vice President 619,126 802,483 5,931 2,965
Robert S. Holmes Executive Vice President 547,690 683,315 5,349 3,607
John K. Handy Executive Vice President 547,690 662,918 6,005 7,667
Time-vested RSUs cliff vest at the end of the three-year period, commencing on the date of grant, subject to grantee's continued employment through the vest date, and subject to certain exceptions described in the award agreement. Vested time-vested RSUs will settle in shares of Company common stock (on a one share for one unit basis) on the vesting date.
Performance-vested RSUs will cliff vest at the end of the three-year period if certain performance goals are achieved over a three-year period, subject to the grantee's continued employment through the vesting date, and subject to certain exceptions described in the award agreement. Units earned at vesting of the performance-based RSUs will be based on the Company's three-year performance of two equally weighted metrics: Adjusted Return on Average Equity (excluding the impact of Accumulated Other Comprehensive Income) and Diluted Earnings Per Share Growth (before extraordinary items). Based on the Company's performance of these equally weighted metrics relative to the Company's defined compensation peer group, the actual number of units earned may range from 0% to 200% of the target granted units. Earned units are subsequently subject to a Total Shareholder Return (TSR) modifier, which may adjust the number of earned units up or down by 20% based on the Company's relative three-year TSR compared to the same defined compensation peer group. Performance-vested RSUs will settle in shares of Company common stock (on a one share for one unit basis) upon the release date following the performance assessment and vesting certification by the Compensation and Human Resources Committee.
Unvested RSUs generally will be forfeited upon termination of employment; however, special vesting rules will apply in the case of death, disability or retirement, or a change in control of the Company, in the same manner as previously described for awards of restricted stock, stock options and stock appreciation rights in the Company's 2025 Proxy Statement. The Notice of Grant of Award and Award Agreement for both time-vested and performance-vested RSU also contain provisions regarding non-solicitation of employees and customers and a prohibition on hedging and short-sale transactions involving Company securities. Copies of the forms of Award Agreements for the time-vested RSUs and the performance-vested RSUs will be filed as exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Exhibits
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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