March 12, 2008

 

Dear Shareholder:

 

You are cordially invited to attend the Annual Meeting of the Shareholders of Commerce Bancshares, Inc. The meeting will be held at 9:30 a.m. on April 16, 2008, in the Plaza Room at the Ritz-Carlton, St. Louis, 100 Carondelet Plaza, Clayton, Missouri.

 

The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement describe the items to be considered and acted upon by the shareholders.

 

If you own shares of record, you will find enclosed a proxy card or cards and an envelope in which to return the card(s). Whether or not you plan to attend this meeting please sign, date and return your enclosed proxy card(s) or vote over the phone or Internet, as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. You can revoke your proxy anytime before the Annual Meeting and issue a new proxy as you deem appropriate. You will find the procedures to follow if you wish to revoke your proxy on page 3 of this Proxy Statement. Your vote is very important. I look forward to seeing you at the meeting.

 

Sincerely,

 

David W. Kemper

Chairman of the Board, President and
Chief Executive Officer

 

 

Notice of Annual Meeting of Shareholders of

 

Commerce Bancshares, Inc.

 

 

By Authorization of the Board of Directors,

 

J. Daniel Stinnett

Secretary

 

March 12, 2008

 

 

 

 

 

 

PROXY STATEMENT

 

TABLE OF CONTENTS

 

PROXY STATEMENT

 

COMMERCE BANCSHARES, INC.

 

Annual Meeting April 16, 2008

 

This Proxy Statement, the accompanying proxy card and the Annual Report to Shareholders of Commerce Bancshares, Inc. (the “Company” or “Commerce”), are being mailed on or about March 12, 2008. The Board of Directors (the “Board”) of the Company is soliciting your proxy to vote your shares at the Annual Meeting of Shareholders (the “Meeting”) on April 16, 2008. The Board is soliciting your proxy to give all Shareholders of record the opportunity to vote on matters that will be presented at the Meeting. This Proxy Statement provides you with information on these matters to assist you in voting your shares.

 

What is a Proxy?

 

A proxy is your legal designation of another person (the “proxy”) to vote on your behalf. By completing and returning the enclosed proxy card, you are giving David W. Kemper and Jonathan M. Kemper, who were appointed by the Board, the authority to vote your shares in the manner you indicate on your proxy card.

 

Why did I receive more than one proxy card?

 

You will receive multiple proxy cards if you hold your shares in different ways (e.g., joint tenancy, trusts, custodial accounts) or in multiple accounts. If your shares are held by a broker, banker, trustee or nominee (i.e., in “street name”), you will receive your proxy card or other voting information from your brokerage firm or bank, and you will return your proxy card or cards to your broker, banker, trustee or nominee. You should vote on and sign each proxy card you receive.

 

Who is qualified to vote?

 

You are qualified to receive notice of and to vote at the Meeting if you owned shares of Common Stock of the Company at the close of business on our record date of Friday, February 15, 2008.

 

How many shares of Common Stock may vote at the Meeting?

 

As of February 15, 2008, there were 71,842,021 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock is entitled to one vote on each matter presented.

 

What is the difference between a “shareholder of record” and a “street name” holder?

 

These terms describe how your shares are held. If your shares are registered directly in your name with Computershare, the Company’s transfer agent, you are a “shareholder of record.” If your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, you are a “street name” holder.

 

How do I vote my shares?

 

If you are a “shareholder of record,” you have several choices. You can vote your proxy:

 

 

Please refer to the specific instructions set forth on the enclosed proxy card. For security reasons, our electronic voting system has been designed to authenticate your identity as a Shareholder.

 

If you hold your shares in “street name,” your broker/bank/trustee/nominee will provide you with materials and instructions for voting your shares.

 

Can I vote my shares in person at the Meeting?

 

If you are a “shareholder of record,” you may vote your shares in person at the Meeting. If you hold your shares in “street name,” you must obtain a proxy from your broker, banker, trustee or nominee, giving you the right to vote the shares at the Meeting.

 

What are the Board’s recommendations on how I should vote my shares?

 

The Board recommends that you vote your shares as follows:

 

 

 

 

What are my choices when voting?

 

 

How would my shares be voted if I do not specify how they should be voted?

 

If you sign and return your proxy card without indicating how you want your shares to be voted, the proxies will vote your shares as follows:

 

 

 

 

How are votes withheld, abstentions and broker non-votes treated?

 

In the election of directors, abstentions and broker non-votes will be considered solely for quorum purposes and are not counted for the election of directors. On all other matters presented for shareholder vote, abstentions will be treated as votes against such matters and broker non-votes will be treated as not entitled to vote and have no effect on the outcome.

Can I change my vote after I have mailed in my proxy card?

 

You may revoke your proxy by doing one of the following:

 

 

What vote is required to approve each proposal?

 

Proposal One requires a plurality of the votes cast to elect a director.

 

Proposal Two requires the affirmative vote of a majority of those shares present in person or represented by proxy and entitled to vote thereon at the Meeting.

 

Proposal Three requires the affirmative vote of a majority of those shares present in person or represented by proxy and entitled to vote thereon at the Meeting.

 

Who will count the votes?

 

Representatives from Computershare Trust Company, N.A., our transfer agent, will count the votes and provide the results to the Inspectors of Election who will then tabulate the votes at the meeting.

 

Who pays the cost of this proxy solicitation?

 

The cost of solicitation of proxies will be borne by the Company. In addition to solicitation by mail, proxies may be solicited personally or by telephone, facsimile transmission or via email by regular employees of the Company. Morrow & Co. has been retained by the Company, at an estimated cost of $7,500 plus reasonable out-of-pocket expenses, to aid in the solicitation of proxies. Brokerage houses and other custodians, nominees and fiduciaries may be requested to forward soliciting material to their principals and the Company will reimburse them for the expense of doing so. This proxy statement and proxy will be first sent to security holders on or about March 12, 2008.

 

Is this Proxy Statement the only way that proxies are being solicited?

 

No. As stated above, the Company has retained Morrow & Co. to aid in the solicitation of proxy materials. In addition to mailing these proxy materials, certain Directors, officers or employees of the Company may solicit proxies by telephone, facsimile transmission, e-mail or personal contact. They will not be specifically compensated for doing so.

 

If you have any further questions about voting your shares or attending the Meeting, please call the Company’s Secretary, J. Daniel Stinnett, at 816-234-2350.

 

Security ownership of certain beneficial owners:

 

This table includes each person known to be the beneficial owner of 5% or more of the Company’s outstanding common stock as of December 31, 2007. Under applicable Securities and Exchange Commission Rules, beneficial ownership of shares includes shares as to which a person has or shares voting power and/or investment power.

 

 

 

 

Security ownership of management:

 

The following information pertains to the common stock of the Company beneficially owned, directly or indirectly, by all directors and nominees for director, the executive officers named in the Summary Compensation Table, and by all directors, nominees and executive officers of the Company as a group as of December 31, 2007.

 

 

 

 

The full Board consists of twelve Directors. The Board is divided into three classes consisting of four Directors per class. The Directors in each class serve a three-year term. The terms of each class expires at successive annual meetings so that the shareholders elect one class of Directors at each annual meeting.

 

The election of four Directors to the 2011 Class will take place at the Meeting. At its meeting of February 1, 2008, the Board approved the recommendation of the Committee on Governance/Directors that four 2011 Class Directors be elected for a three-year term.

 

If elected, each of the four 2011 Class Director nominees will serve on the Board until the Annual Meeting in 2011, or until their successors are duly elected and qualified in accordance with the Company’s By-Laws. If any of the four nominees should become unable to accept election, the persons named on the proxy card as proxies may vote for such other person(s) recommended by the Company’s Board of Directors. Management has no reason to believe that any of the four nominees for election named below will be unable to serve.

 

 

 

The following information is provided with respect to the directors who are continuing in office for the respective periods and until their successors are elected and qualified:

 

 

The Board of Directors has adopted guidelines on significant corporate governance matters that, together with the Company’s Code of Ethics and other policies, creates the corporate governance standards for the Company. You may view the Guidelines on the Company’s website at http://www.commercebank.com/ir under “Corporate Governance” in the “Investor Relations” section. At the same location on the website, you will find the Code of Ethics, the Code of Ethics for Senior Financial Officers, the Related Party Transaction Policy and the charters of the Audit Committee, Committee on Governance/Directors and the Compensation and Human Resources Committee.

 

Each Director and all executive officers are required to complete annually a Director and Executive Officer Questionnaire (“Questionnaire”). The information contained in the responses to the Questionnaire is used, in part, to determine director independence and identify material transactions with the Company in which a Director or executive officer may have a direct or indirect material interest.

 

The Board has not adopted a formal policy for shareholder communications. However, the Company has a longstanding practice that shareholders may communicate to the Board or any individual director through the Secretary of the Company. The Secretary will forward all such communications to the Board or any individual director. The Secretary will not forward any communications that: (i) constitute commercial advertising of

products; (ii) contain offensive language or material; (iii) are not legible or coherent; or (iv) are in the nature of customer complaints that can be handled by Company management.

 

In accordance with the rules of the NASDAQ Stock Market LLC (“NASDAQ”), the Board, on the recommendation of the Committee on Governance/Directors, determines the independence of each Director and nominee for election as a Director. The Committee on Governance/Directors applies the definition of “independent director” adopted by NASDAQ to information derived from responses to the Questionnaire and from research of the Company’s records provided by the General Counsel, Controller and Auditor of the Company. The Board, on the basis of the recommendation of the Committee on Governance/Directors, determined that the following non-employee Directors of the Company are independent:

 

 

Based on the NASDAQ definition of “independent director,” the Board determined that David W. Kemper and Jonathan M. Kemper as employed executive officers of the Company are not independent.

 

The Board held four scheduled meetings in 2007. In conjunction with scheduled meetings, the Board regularly meets in Executive Session without the presence of any non-independent employee directors. All Directors except W. Thomas Grant, II, Thomas A. McDonnell and Andrew C. Taylor attended at least 75% of the Board and Committee meetings on which they served in 2007. It is the policy of the Company that Directors attend the annual meeting of shareholders. All the Directors attended the 2007 Annual Meeting of Shareholders on April 18, 2007.

 

The Board has four committees, three of which are standing committees and meet at least once per year. The Audit Committee, the Compensation and Human Resources Committee and the Committee on Governance/Directors are comprised solely of non-employee independent directors in accordance with NASDAQ listing standards. The charters for each committee are available online as noted above under Corporate Governance Guidelines. The charters are also available in print to any shareholder who makes a request of the Secretary of the Company. Pursuant to the Company’s By-Laws, the Board has established an Executive Committee to meet as necessary. The Executive Committee does not have a charter and consists of both non-employee independent directors and employee directors. The Executive Committee is comprised of the Chairman and Vice Chairman of the Board and the Chairmen of the Audit Committee, the Compensation and Human Resources Committee and the Committee on Governance/Directors. The Executive Committee did not meet in 2007. The table below shows the current membership of the standing committees of the Board:

 

 

 

 

Audit Committee

 

In 2007, the Audit Committee had five members and met four times. The Audit Committee is comprised solely of independent, non-employee directors. In February 2008, Kimberly G. Walker was added to the Committee. The Board has determined that Mr. West, Chairman of the Audit Committee, is a “Financial Expert” as required by the Securities and Exchange Commission. The charter of the Audit Committee may be found on the Company’s website at http://www.commercebank.com/ir under “Corporate Governance” in the “Investor Relations” section.

 

The Audit Committee’s responsibilities, discussed in detail in the charter, include:

 

 

Complete information on the activity of the Audit Committee is provided in the Audit Committee Report on page 34.

 

Compensation and Human Resources Committee

 

The Compensation and Human Resources Committee met once in 2007. The Compensation and Human Resources Committee is comprised solely of independent, non-employee directors. The charter of the Compensation and Human Resources Committee may be found on the Company’s website at http://www.commercebank.com/ir under “Corporate Governance” in the “Investor Relations” section.

 

The Compensation and Human Resources Committee’s responsibilities, discussed in detail in the charter, include the following:

 

 

The Compensation and Human Resources Committee’s processes for considering and determining executive compensation are described under the heading “Compensation and Human Resources Committee Processes” in the Compensation Discussion and Analysis.

 

Committee on Governance/Directors

 

The Committee on Governance/Directors met once in 2007. The Committee on Governance/Directors is comprised solely of independent, non-employee directors. In February 2008, Mr. Dan C. Simons was added to the committee. The charter of the Committee on Governance/Directors may be found on the Company’s website at http://www.commercebank.com/ir under “Corporate Governance” in the “Investor Relations” section.

The Committee on Governance/Directors’ responsibilities, discussed in detail in the charter, include the following:

 

 

The Chairman of the Committee on Governance/Directors serves as the Lead Director of the Board and chairs the Board’s Executive Sessions.

 

With respect to its recommendations of prospective candidates to the Board, the Committee may establish the criteria for director service and will consider, among other things, the independence of the candidates under NASDAQ standards and such experience and moral character as to create value to the Board, the Company and its shareholders. With respect to incumbent candidates, the Committee will also consider meeting attendance, meeting participation and ownership of Company stock. The criteria and selection process are not standardized and may vary from time to time. Relevant experience in business, government, the financial industry, education and other areas are prime measures for any nominee. The Committee will consider individuals for Board membership that are proposed by shareholders in accordance with the provisions of the Company’s By-laws. A description of those provisions can be found under “Shareholder Proposals and Nominations” below. The Committee will consider individuals proposed by shareholders under the same criteria as all other individuals.

 

By the end of February of each year, the Committee meets and makes its recommendations to the Board of its proposed slate of directors for the class of directors to be elected at the next annual meeting; the date, time and place of the annual meeting; and the matters to be placed on the agenda for the annual meeting. At its meeting on January 31, 2008, the Committee on Governance/Directors determined its nominees for the Class of 2011.

 

If a shareholder intends to present a proposal for consideration at the Company’s annual meeting to be held on April 15, 2009, the proposal must be in proper form pursuant to SEC Rule 14a-8 and must be received by the Secretary of the Company at its principal offices no later than November 12, 2008.

 

Shareholder nominations for directors and shareholder proposals that are not presented pursuant to SEC Rule 14a-8 must comply with the Company’s By-laws. In order to be considered, shareholders must provide timely notice to the Secretary. To be timely, the notices for the April 15, 2009 annual meeting must be received by the Secretary no later than February 14, 2009 nor before January 15, 2009. The notices must contain the name and record address of the shareholder, and the class or series and the number of shares of Company capital stock owned beneficially or of record by the shareholder.

 

The notice must also provide a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) or shareholder proposal is made; and a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the person or bring the business proposal before the meeting. The notice must also set forth as to each person the shareholder proposes to nominate for election as a director the name, age, business and residence address of the person; the principal occupation or employment of the person; the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the person; and any other information relating to the person nominated or the nominating shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities and Exchange Act of 1934. Lastly, the notice must also be accompanied by a written consent of each proposed nominee to be named a nominee and to serve as a director if elected.

If the notice is for shareholder proposals, the notice must also set forth a brief description of the business to be brought before the meeting, and the reasons for conducting such business at the meeting, and any material interest of such shareholder in such business.

 

The Board of Directors has adopted a Related Party Transaction Policy (“Policy”). The purpose of the Policy is to establish procedures for the identification and approval, if necessary, of transactions between the Company and any director, nominee for director, beneficial owner of more than 5% of the Company’s securities, executive officer or any person or entity deemed related to any of the foregoing (“Related Party”) that are material or not in the ordinary course of business.

 

The Policy may be found on the Company’s website at http://www.commercebank.com/ir under “Corporate Governance” in the “Investor Relations” section. The Policy is intended to identify all transactions with Related Parties where payments are made by the Company to or for the direct or indirect benefit of a Related Party. The procedures, discussed in detail in the Policy, include the following:

 

 

The Policy provides guidance for determination of materiality. The amount of the transaction, the application of any exemption or exclusion, the provisions of the Company’s Code of Ethics, and general principles of corporate transparency may be considered. The Policy deems certain transactions exempt and pre-approved, including, compensation paid for service as a director or executive officer, transactions involving depositary or similar payment services, transactions that are the result of a competitive bidding process, and transactions arising solely from the ownership of the Company’s equity securities. The Policy provides further guidance to the Board or Audit Committee in regard to the approval or ratification of the transaction and prohibits the participation by a Related Party in the discussion, approval or ratification of a transaction.

 

Pursuant to the application of the Policy, it was determined that Messrs. David W. Kemper and Jonathan M. Kemper are directors of Tower Properties Company (“Tower”), and Mr. Jonathan M. Kemper is the non-compensated Chairman of the Board of Tower. Tower is primarily engaged in the business of owning, developing, leasing and managing real property.

 

At December 31, 2007, Messrs. David W. Kemper and Jonathan M. Kemper together with members of their immediate families beneficially own approximately 76% of Tower. During 2007, the Company, or its subsidiaries, paid Tower $423,000 for rent on leased properties, $19,000 for leasing fees, $104,000 for operation of parking garages, $269,000 for property construction management fees and $1,638,000 for building management fees.

 

During 2007, Commerce Bank, N.A., a subsidiary of the Company, paid a salary of $139,565 to Michael Fields, the brother-in-law of Messrs. David W. Kemper and Jonathan M. Kemper.

 

Various Related Parties have deposit accounts with the subsidiary banks of the Company, and some Related Parties also have other transactions with the subsidiary banks, including loans in the ordinary course of business, all of which were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than normal risk of collectibility or present other unfavorable features.

 

Pursuant to Section 16 of the Securities Exchange Act of 1934, the Company’s Directors and certain executive officers are required to report, within specified due dates, their initial ownership of the Company’s common stocks and all subsequent acquisitions, dispositions or other transfers of interest in such securities, if and to the extent reportable events occur which require reporting by such due dates. The Company is required to identify in its proxy statement whether it has knowledge that any person required to file such a report may have failed to do so in a timely manner. Based on that review, all of the Company’s directors and all executive officers subject to the reporting requirements satisfied such requirements in full, except for the following delinquencies which were filed on either Form 4 or Form 5: for Sara E. Foster a delinquent Form 4 was filed to report the acquisition of stock through an exempt grant of stock and for Jonathan M. Kemper a delinquent Form 4 was filed to report the exercise of stock options.

 

An employee of the Company or a subsidiary of the Company receives no additional compensation for serving as a director. Non-employee directors of the Company are required to participate in the Stock Purchase Plan for Non-Employee Directors (the “Director Plan”). Under the Director Plan, all compensation payable to a non-employee director is credited to an account in the name of such director as earned and the Company contributes to the account of such director an additional amount equal to 25% of the compensation credited to the director’s account. As of the last business day of each month, the cash balance payable to a director is credited to the director’s account and converted to whole shares of common stock of the Company based on the last sale price of the Company’s common stock as reported by the National Market System of NASDAQ on such date, or if no sale price is reported on such date, the next preceding day for which a sale price is reported. Any balance remaining in a participant’s account is carried forward for investment in the next month.

 

As soon as practicable after the end of each year, the Company issues each non-employee director the number of shares of Company common stock credited to the director’s account and any cash balance in the account is carried forward for investment in the next year. If a director dies or ceases to be a non-employee director during the year, the Company will distribute to the director (or his or her beneficiary), as soon as reasonably practicable, a certificate for the number of shares of Company common stock credited to the director’s account, along with any cash credited to the account. A participant in the Director Plan has no right to vote or receive dividends or any other rights as a shareholder with respect to shares credited to the participant’s account until a certificate for such shares is issued.

 

Each non-employee director of the Company is paid the following amounts (each adjusted to include the additional 25% contribution by the Company): an annual retainer of $15,000 (paid on a quarterly basis); a fee of $3,000 for attendance (in person or by phone) at each meeting of the Board of Directors; a fee of $750 for attendance (in person or by phone) at each meeting of a committee of which the director is a member; and an annual fee of $5,000 for service as a committee chair. Changes to directors’ compensation is initiated by our chief executive officer (“CEO”) and presented to the Committee on Governance/Directors. The Chairman of the Committee on Governance/Directors then presents any changes to the full Board of Directors for its approval.

Compensation earned during 2007 by the non-employee directors of the Company for their service as directors is listed in the table below.

 

Director Compensation

 

 

 

 

This section provides information regarding the compensation programs for our CEO, chief financial officer (“CFO”), and four other most highly compensated executives (collectively, our “NEOs”), including the overall objectives of our compensation program and what it is designed to reward, each element of compensation that we provide, and an explanation of the reasons for the compensation decisions we have made regarding these individuals. Our NEOs for 2007 were as follows:

 

 

The Company’s compensation program has the following objectives:

 

 

The Compensation and Human Resources Committee (the “Committee”) is responsible for establishing the Company’s compensation philosophy and ensuring that the objectives of the Company’s compensation program are satisfied.

 

Benchmarks

 

For all NEOs, the Committee reviewed compensation data from the Towers Perrin 2007 US Commercial Banks Survey (the “Towers Perrin Survey”). Participants included in this survey had median assets of $38.2B to $182.2B depending on the specific position that was analyzed. All position data was regressed for assets of $20B except for the position held by Kevin Barth, which was regressed for $33B due to size constraints in the regression equation. Each NEO was individually compared to descriptions in the Towers Perrin Survey in order to best match overall compensation levels of our NEOs with comparable executive officer positions for the companies included in the Towers Perrin Survey. The input of Towers Perrin was limited to supplying the survey data and performing the regression analysis for each of the NEO positions. The Committee did not use any other outside compensation consultants in determining or recommending any amount or form of compensation for our NEO’s.

 

In addition to considering the Towers Perrin Survey to establish compensation for our CEO for 2007, the Committee considered publicly available compensation data from a comparison group of nine publicly traded financial services companies (the “Comparison Group”) approved by the Committee with total assets that are comparable to the Company. Those companies were:

 

 

References in this compensation discussion and analysis to the “Benchmarks” refer to the Towers Perrin Survey and the Comparison Group to the extent the “Benchmarks” relate to our CEO, and refer to only the Towers Perrin Survey to the extent the “Benchmarks” relate to our other NEOs.

 

Performance Reviews

 

Each of our executive officers performs an annual self-evaluation of previous year performance and goals for the upcoming year. Our CEO conducts performance evaluations of each of our other executive officers, presents the evaluations to the Committee, and makes recommendations to the Committee as to their compensation. The Committee conducts an annual performance evaluation of our CEO and evaluates the recommendations of our CEO as to other executive officers. The performance review of our CEO is based on the financial performance of the Company, the increase in the franchise value of the Company, growth in the human capital of the organization, the continued reinvestment and improvement of the Company’s product offerings, and the Company’s overall management of risk.

 

The CEO and all NEO’s are evaluated against four key measurements used throughout the company: revenue growth, pre-tax profit growth, customer satisfaction and employee engagement. The targets and results of these measurements are based on corporate-wide results. The CEO and all other NEO’s have the same target and all share the final results. The two financial measures (in addition to earnings per share targets) are also used in the formula

for our annual cash incentive plan. In addition to the system-wide measures, each executive is evaluated on their individual areas of responsibility and against the objectives outlined in their performance review. The individual performance and contribution criteria may include:

 

 

The Committee discusses the CEO evaluation without our CEO being present and a Committee member presents the Committee’s recommendations for executive officer compensation to the full Board of Directors.

 

Setting Compensation

 

Based on the performance evaluations, an analysis of the Benchmarks, and a review of the Company’s goals and objectives, the Committee approves, and submits to the Board of Directors for approval, base salary (effective April 1), annual incentive compensation targets and amounts, and long-term equity awards for our executive officers for the current year, as well as incentive compensation earned for the prior year. The Committee’s approval generally occurs during January and the Committee makes its presentation to the Board of Directors at the next regularly scheduled meeting, which generally occurs in late January or early February. All equity awards are granted on the date the Board approves the awards using the fair market value of the Company’s stock at the close of that business day.

 

The process includes a review by the CEO of outside benchmarks for the other NEO’s prior to the committee meeting. The outside benchmarks for the other NEO’s are reviewed for current market data on base salary, annual cash incentives and long-term equity awards. The benchmark information is compared to each of the other NEO’s current compensation as detailed on the tally sheets. The CEO details the compensation data and discusses the reasons for his recommendations for the other NEO’s during the committee meeting.

 

The timing of compensation decisions is driven by a variety of tax considerations. To the extent the Committee determines that an award is intended to satisfy the deductibility requirements under Section 162(m) of the Internal Revenue Code, performance objectives must be established in the first 90 days of the performance period. For annual incentive awards, this means performance objectives must be established no later than the end of March. In addition, in order to avoid being considered deferred compensation under Section 409A of the Internal Revenue Code and to be deductible for the prior tax year, our annual incentive awards with respect to the prior year must be paid out by March 15.

 

There is no policy for the allocation between cash and non-cash or annual and long-term compensation. Instead, the Committee determines the allocation of each component of compensation based on the role of each executive officer in the Company, performance evaluations, the Benchmarks, and knowledge of our local markets. Generally, the percentage of compensation consisting of the annual cash incentive and long-term equity awards increases as the responsibilities of the executive officer and the executive officer’s ability to affect Company performance increase. These compensation elements for our CEO for 2007 were allocated as follows: 31.2% base salary, 19.8% annual cash incentive, and 49% long-term equity awards. The Committee feels that a greater percentage of the CEO’s compensation should be based on the long term performance of the company than the

percentage used for the other NEO’s, but has not identified a specific target. On average, these compensation elements for our other NEOs for 2007 were allocated as follows: 42.1% base salary, 18.4% annual cash incentive, and 39.5% long-term equity awards. For purposes of the above calculations, the long-term equity awards were valued as of grant date using the Black Scholes valuation model. Other benefits, including Company allocations and contributions to benefit plans and perquisites, while not considered in determining these allocations, are provided to our executive officers in order to offer a total compensation package that is competitive in the marketplace.

 

The amount of salary, annual cash incentive and long-term equity awards is considered individually and in combination so that the total of such compensation is targeted at approximately the 50th percentile of the applicable Benchmarks. The total compensation data for 2007 of our NEO’s was within the outlined parameter. Realized and unrealized equity compensation gains and vesting of prior equity grants are not considered by the Committee when establishing compensation. The factors used to determine base salary, annual cash incentives, and long-term equity awards are discussed in more detail under the heading “Elements of Compensation” below. The Committee used tally sheets to set compensation for our executive officers for 2007. The tally sheets were included in the packet of data that was sent to the Committee for review prior to the meeting and used during the meeting for discussion purposes. The tally sheets were used as tools for review of total compensation comparison of the NEO’s and included information such as:

 

 

If our financial statements were to be restated or adjusted in a manner that would have reduced the size of a prior incentive award, the Committee will consider that information when determining future compensation.

 

Base Salary

 

Base salary is a guaranteed element of annual compensation on which our executive officers may rely, regardless of performance. Base salary reflects the external market value of a particular position based on the experiences and qualifications that an individual brings to the position. Base salary levels for our NEOs were reviewed against the Benchmarks to determine whether salary levels are appropriate. Factors included in the comparison of base salaries of our NEOs to those in the Benchmarks included the relative size of companies, financial performance (both currently and over a period of time), and the experience and responsibility of the individuals. The Committee does not assign a weight to any particular factor. During the review of external market data, the CEO advised that two NEO’s were performing expanded duties compared to the position description for their current roles. The Committee approved a 9.5% base salary adjustment for both Kevin Barth and Charles Kim, which is higher than the 3.6% overall base salary increase of the other NEO’s.

 

Annual Cash Incentive Compensation

 

In furtherance of the Company’s pay for performance philosophy, the Company’s Executive Incentive Compensation Plan (“EICP”) is a short-term cash incentive plan to reward our executive officers for the achievement of Company annual performance goals. In awarding annual cash incentives, the factors considered by the Committee are the Company’s financial performance (the “Company Performance Factor”) compared to the annual target for the following categories — earnings per share (“EPS”), revenue growth, and pre-tax net income growth.

 

Our NEO’s are eligible to receive an annual cash incentive equal to a percentage of their base salary. During the Compensation and Human Resources Committee meeting in January 2007 it was determined, after a review of

market-based total compensation that adjustments to the target percent for the annual cash incentive component were needed to stay in the competitive range of pay for the CEO and the other NEO’s for performance year 2007. These changes are represented in the payouts for this component for 2007 payments. David Kemper’s bonus target changed from 80% in 2006 to 90% in 2007, Jonathan Kemper’s bonus target changed from 55% to 65%, Seth Leadbeater’s bonus target changed from 50% to 60%, Kevin Barth’s bonus target changed from 50% to 60%, Charles Kim’s bonus target changed from 50% to 60% and A. Bayard Clark’s bonus target changed from 45% to 50%.

 

The target annual cash incentives as percentages of base salary for our NEOs in 2007 were as follows:

 

 

In determining the amount of annual cash incentives to be paid under the EICP in 2008 for 2007 performance, the Committee weighted the components of the Company Performance Factor as follows:

 

 

For every 1% above/below target for a particular component of the Company Performance Factor, the eligible incentive tied to the factor increases/decreases by 5%.

 

For purposes of the EICP:

 

 

For example: Assume for 2007 that an NEO’s base salary was $200,000; target annual cash incentive percentage was 50%; actual EPS was 2% below target; actual revenue growth was three percentage points below target; and actual pre-tax net income growth was one percentage point below target. After applying the five-for-one formula described above to these assumptions in comparing actual performance as a percentage of targets, the Company achieved 90% of its EPS target, 85% of the revenue growth target and 95% of its pre-tax net income target, resulting in a Company Performance Factor of 90%. Therefore, the annual incentive compensation for the officer would be:

 

$100,000 * [(80% * 90%) + (10% * 85%) + (10% * 95%)] = $90,000

For 2007, the calculated payout was 40.8% for all NEO’s. In addition, the Committee has reserved discretion to declare additional compensation to the NEO’s that does not qualify as “performance based” under Internal Revenue Code Section 162(m). The Committee determined to award additional bonuses outside the EICP in the following amounts in recognition of the Company outperforming its peers during 2007:

 

 

For 2007, the total cash incentive awards pursuant to the EICP and the additional awards for Messrs. D. Kemper, Clark, J. Kemper, Leadbeater, Barth, and Kim were approximately 64%, 35%, 46%, 42%, 46% and 46% of base salary, respectively.

 

Long-Term Equity Awards

 

Stock option and restricted stock grants have historically been awarded to provide our executive officers with long-term equity awards for profitable growth, to more closely align their interests with the interests of our shareholders, and for retention purposes. The 2005 Equity Incentive Plan, which was approved at the 2005 Annual Meeting of Shareholders, provides for the issuance of equity-based awards, including stock options, stock appreciation rights (“SARs”), restricted stock and restricted stock units, and performance shares and performance units. Commencing in 2006, the Company began issuing SARs in lieu of non-qualified stock options. SARs are granted at fair market value on the grant date, vest ratably over four years beginning one year after the grant date, and provide that upon exercise, appreciation in these units is converted into Company common stock. The Company made this change because SARs offer comparable incentives to employees and are valued the same as non-qualified stock options for expense purposes, but SARs permit the Company to issue fewer shares upon exercise and, therefore, reduce dilution to shareholders. The Company’s stock ownership guidelines are a factor considered when allocating long-term equity awards between SARs and restricted stock.

 

In determining the level of SARs to be awarded to the NEOs in 2007, the Committee considered the restricted stock awards for each NEO, so that the aggregate value of the SARS and restricted stock equal a targeted percentage of each NEO’s base salary consistent with the applicable Benchmarks. The Committee also considered stock option/SAR grant practices of the Benchmarks, the level of FAS 123R expense that the Company will incur, and expected long-term Company performance and individual contributions over time.

 

The second component of our long-term equity awards for our executive officers is an annual award of restricted stock, the value of which is determined by a formula. Each NEO was awarded restricted stock during 2007 with a value equal to 35% of the average annual cash incentive target for the officer for the three prior years, multiplied by the average Company Performance Factor for the three prior years. The restricted stock awards vest at the end of five years. However, holders of restricted stock will receive cash and stock dividends declared by the Company prior to the vesting date.

 

For example: If the Company Performance Factor for 2005, 2004 and 2003 was 95%, 90% and 100%, respectively, the three-year average Company Performance Factor would be 95%. If the NEO has a three-year average annual cash incentive target of $100,000, the officer would receive restricted stock in 2007 equal to $33,250 ($100,000 * 35% * 95% = $33,250).

 

The 2007 restricted stock awards were adjusted by the Committee by changing the Company performance factor for 2007 to exclude the effects of the Company’s obligation to share certain estimated Visa litigation costs, which are discussed in the Company’s 2007 Annual Report of Form 10-K.

Other Benefits

 

Restated Retirement Plan

 

The Company maintains the Commerce Bancshares Restated Retirement Plan (the “Retirement Plan”). The Retirement Plan provides benefits based upon earnings, age and years of participation. Our NEOs were participants in the Retirement Plan during 2007. See “Executive Compensation — Pension Benefits Narrative” of this Proxy Statement for a description of the Retirement Plan and our NEOs’ benefits under the plan.

 

Executive Retirement Plan

 

Effective January 1, 1995, the Company maintains the Commerce Executive Retirement Plan (“CERP”), a non-qualified plan established to provide benefits to a select group of executives on compensation in excess of the allowable amount under the Company’s pension and 401(k) plans. See “Executive Compensation — Pension Benefits Narrative” of this Proxy Statement for a description of the CERP.

 

The Pre-2005 Benefit is paid in the same form as payments are made from the Retirement Plan and shall commence within one year following commencement of distributions from the Retirement Plan. This may be amended after the regulations under Internal Revenue Code Section 409A are finalized. The Post-2004 Benefit is payable as a lump sum within one year following commencement of distributions from the Retirement Plan. This may be amended after the regulations under Internal Revenue Code Section 409A are finalized.

 

The CERP is intended to be a part of participating executive officers’ total compensation. The CERP also provides equitable treatment to participants because it provides retirement benefits which are, as a percentage of total compensation, commensurate with the benefits provided to other employees of the Company.

 

Deferred Compensation

 

Our NEOs are eligible to participate in a non-qualified deferred compensation plan that is a part of the EICP. The EICP allows the officers to contribute a percentage of their annual cash incentive award under this plan and, therefore, defer income tax on these amounts. See “Executive Compensation — Nonqualified Deferred Compensation Narrative” of this Proxy Statement for a description of the deferred compensation plan. This benefit is not considered by the Committee in setting other compensation for our NEOs.

 

Perquisites

 

Our NEOs are eligible for personal use of the Company airplane (in accordance with our corporate airplane policy) and long-term care insurance, the premiums for which are paid by the Company. Our NEOs are also reimbursed for club dues as necessary for business purposes. All employees, including the NEOs, are covered under our health and welfare plans and the Company pays the premiums for basic coverage life and long-term disability and subsidizes the cost of other coverages. The value of all perquisites is determined and included as additional compensation to the NEOs without any gross up to compensate for accompanying taxes. Our use of perquisites as an element of compensation is limited and is largely based on our historical practices and policies. We do not view perquisites as a significant element of our comprehensive compensation structure, but do believe that they can be used in conjunction with base salary to attract, motivate and retain individuals in a competitive environment.

 

We have entered into severance agreements with each of our NEOs. These agreements provide payments or benefits following the occurrence of both a change in control and a qualifying termination. The Committee believes these agreements serve the best interests of the Company and its shareholders by ensuring that, if a change in control were ever under consideration, the NEOs would be able to advise the Board of Directors dispassionately about the potential transaction and implement the decision of the Board without being unduly influenced by personal concerns such as the economic consequences of possibly losing their jobs following a change in control. These agreements also provide an incentive for our NEOs not to seek other employment due to concern over losing their positions if a change in control were ever under consideration. Additional information regarding these severance

agreements is found under the heading “Employment Agreements and Elements of Post-Termination Compensation” of this Proxy Statement.

 

In order to continue to be eligible to receive long-term equity awards, our executive officers must meet stock ownership requirements as follows:

 

 

Generally, an executive officer must achieve the applicable targeted ownership level within three years of being named an executive officer. As of December 31, 2007, each NEO exceeded his required share ownership level. Stock that will be considered in order to meet ownership guidelines includes all shares with respect to which the executive officer has direct or indirect ownership or control, including restricted stock (regardless of whether vested), and shares held in the executive officer’s 401(k) plan account, but does not include unexercised stock options or SARs.

 

Section 162(m) of the Internal Revenue Code limits our ability to deduct annual compensation in excess of $1 million paid to our NEOs. This limitation generally does not apply to compensation based on performance goals if certain requirements are met. It is the Committee’s position that in administering the “performance-based” portion of the Company’s executive compensation program, it will attempt to satisfy the requirements for deductibility under Section 162(m). However, the Committee believes that it needs to retain the flexibility to exercise its judgment in assessing an executive’s performance and that the total compensation system for executives should be managed in accordance with the objectives outlined in this discussion and in the overall best interests of the Company’s shareholders. Should the requirements for deductibility under Section 162(m) conflict with our executive compensation philosophy and objectives or with what the Committee believes to be in the best interests of the shareholders, the Committee may authorize compensation which is not fully deductible for any given year.

 

The Company adopted FAS 123 in 2003 and has been expensing equity-based awards since that time. In 2006, the Company also adopted provisions of FAS 123R when this new standard became effective. The changes in the accounting for these kinds of equity awards did not have a material impact on the financial statements of the Company.

 

The Compensation and Human Resources Committee reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with management. Based on such review and discussion, the Compensation and Human Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the Securities and Exchange Commission.

 

Submitted by the Compensation and Human Resources Committee of Commerce Bancshares, Inc. Board of Directors.

 

Andrew C. Taylor, Chairman
W. Thomas Grant, II
Terry O. Meek

 

The following table summarizes the total compensation paid or earned by each of our NEOs for the fiscal year ended December 31, 2007.