COMMERCE BANCSHARES INC /MO/
For the period ended Dec 31, 2025. Filed Mar 13, 2026.
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Dec 31, 2025 · Filed Mar 13, 2026
Contents
Pay Versus Performance Table
Pay Versus Performance
The following table summarizes the total compensation paid to the Company's NEOs versus the performance of the Company for the fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021. In determining the “compensation actually paid” (“CAP”) to our NEOs, we are required to make various adjustments, as summarized below, to amounts that have been previously reported in the SCT, as the SEC’s valuation methods for stock compensation in this section differ from the methods required to be utilized in the SCT. The table below summarizes compensation values both previously reported in our SCT, as well as the adjusted values required in this section for the 2025, 2024, 2023, 2022 and 2021 calendar years, together with information concerning TSR and the Company’s reported Net Income, as well as an Actual Revenue measure (calculated as net interest income and non-interest income (including securities gains/losses)), which the Company believes represents its most important financial performance measure in evaluating pay-for-performance, other than TSR and Net Income, for the most recently completed fiscal year.
| Year · SCT Total for John W. Kemper, CEO · Compensation Actually Paid to John W. Kemper, CEO (1) · Average SCT Total for Other NEOs (2) · Average Compensation Actually Paid to Other NEOs (1)(2) · Value of Initial Fixed $100 Investment Based On · Net Income (In thousands) · Company Selected Measure - Actual Revenue (4)(In thousands) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return · Peer Group Total Shareholder Return (3) | ||||||||
| 2025 | $6,498,082 | $4,700,534 | $1,874,644 | $1,575,251 | $111.04 | $152.69 | $570,699 | $1,767,799 |
| 2024 | 6,032,891 | 8,296,206 | 1,674,472 | 2,058,855 | 128.00 | 130.95 | 534,401 | 1,663,622 |
| 2023 | 4,721,639 | 2,292,647 | 1,374,460 | 847,242 | 102.51 | 115.72 | 485,177 | 1,586,159 |
| 2022 | 5,316,890 | 5,621,498 | 1,579,538 | 1,656,782 | 121.89 | 116.18 | 500,020 | 1,509,226 |
| 2021 | 4,842,307 | 5,584,200 | 1,515,035 | 1,874,354 | 115.42 | 124.82 | 540,590 | 1,425,876 |
(1) Compensation Actually Paid (CAP) amounts include total compensation per the Summary Compensation Table, less Grant Date Fair Value of Restricted Stock Awards (RSA) and SARs, less Change in Pension Value, plus service cost of the pension, plus the change in fair value of equity awards during the current year. For years 2025, 2024, 2023, 2022 and 2021, there was no service cost for the Pre-2005 CERP and the Qualified pension plan as the benefits were frozen for all five years. A reconciliation of the CAP is shown in the table below:
| Year | SCT Total | Deduct: Change in Pension Value | Deduct: SCT Value of Stock Awards | Add: Change in Value of Stock Awards during FY (a) | Deduct: SCT Value of Option Awards | Add: Change in Value of Option Awards during FY (a) | Add: Dividends on Restricted Stock | Compensation Actually Paid |
|---|---|---|---|---|---|---|---|---|
| John W. Kemper, CEO | ||||||||
| 2025 | $6,498,082 | $— | $(2,926,209) | $1,309,997 | $— | $(360,381) | $179,045 | $4,700,534 |
| Average Other NEOs (2) | ||||||||
| 2025 | $1,874,644 | $(11,650) | $(500,384) | $173,019 | $— | $146 | $39,476 | $1,575,251 |
(a) Calculation includes the fair value (computed as of each applicable measurement date in accordance with FASB ASC Topic 718 in a manner consistent with the original calculation of fair value for grant date purposes) of restricted stock awards (both Long-Term Restricted Stock and Current Year Restricted Stock) in the case of the “Change in Value of Stock Awards” column, and SARs in the case of the “Change in Value of Option Awards” column, calculated starting with fair value as of year-end for awards granted during the applicable year, then (i) adding aggregate changes (positive or negative) in such fair value from the prior year-end to current year-end for awards granted in previous years that remained unvested at year-end; (ii) adding aggregate changes (positive or negative) in such fair value from the prior year-end to the vesting date for awards granted in prior years that vested during the applicable year and (iii) subtracting the aggregate fair value as of prior year end for any awards granted in prior years that are deemed to fail to meet applicable vesting conditions and expire during the year.
(2)NEOs included in the Average Calculations are:
2025-2022: Messrs. Charles G. Kim, Kevin G. Barth, Robert S. Holmes and John K. Handy
2021: Messrs. Charles G. Kim, Kevin G. Barth, Robert S. Holmes and David W. Kemper
(3)Peer Group Total Shareholder Return using the KBW NASDAQ Regional Banking Index
(4) Actual Revenue is selected as the most important performance measurement for the current year other than net income which is also presented in the table. Actual Revenue is calculated as net interest income and non-interest income (including securities gains/losses).
The following charts demonstrate the relationship between actual compensation paid to John W. Kemper, the Company’s CEO, and average compensation paid to other NEOs and various performance measures of the Company for the fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021.
Total compensation for the CEO and other NEOs, as disclosed in the Summary Compensation Table, is comprised of salaries and equity awards based on the Company Performance Factor from the prior year. The CAP calculation for each year includes changes in fair market value adjustments on vesting and outstanding equity awards during the year. The CAP adjustment fluctuates due to the market conditions for the Company stock and also reflects Company performance in each of the years.
The following table lists the most important financial performance measures used by the Company to link compensation actually paid to our NEOs to the performance of the Company for the fiscal year ended December 31, 2025.
| Most Important Performance Measures for 2025 | Description |
|---|---|
| Pre-provision Net Revenue Less Net Charge-Offs | Pre-provision Net Revenue is net interest income plus non-interest income minus non-interest expense (excluding securities gains/losses) minus net charge-offs compared to target |
| Adjusted Return on Adjusted Tangible Common Equity | Adjusted ROATCE is net income attributable to the Company less tax adjusted intangible asset amort / average equity less non-controlling interest less other comprehensive income less goodwill and intangibles compared to target |
| Efficiency Ratio | Efficiency Ratio is non-interest expense (excluding intangibles amortization) as a percent of net interest income plus non-interest income compared to target |
| Actual Revenue | Revenue is net interest income and non-interest income (including securities gains/losses) compared to target |
In setting base salaries for the CEO and other NEOs, the Company considers market data comparisons to similar positions with peer banks in order to determine the appropriateness of the base salary levels. For cash bonuses and equity compensation awards, the Company considers Company’s prior year performance measures including: actual net income as compared to target; actual pre-provision net revenue as compared to target; actual revenue as compared to target; and actual return on equity compared to peer banks. See the “Annual Cash Incentive Compensation” section of the Compensation Discussion and Analysis for further detail.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.