COMMERCE BANCSHARES INC (CBSH)
Sector: Financials
2026 Annual Meeting Analysis
COMMERCE BANCSHARES INC · Meeting: April 24, 2026
Directors FOR
0
Directors AGAINST
4
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the 2029 Class of Directors
Against Analysis
Mr. Brauer has served since May 2022, which means his tenure fully overlaps the period during which CBSH's stock return of -0.3% over three years trailed the QABA community bank index by 39.7 percentage points — well above the 30-point threshold that triggers an against vote; the 5-year return of -20.6% also lags QABA, so the longer-term record does not provide relief.
Mr. Chapman has also served since May 2022, placing his full tenure within the underperformance window; CBSH's three-year stock return trailed the QABA community bank index by 39.7 percentage points (-0.3% vs. +39.4%), exceeding the 30-point trigger, and the five-year record of -20.6% does not clear the bar for the mitigant that would downgrade this to a FOR vote.
Ms. Daniel has been a director since January 2018, so her tenure fully encompasses the three-year underperformance period during which CBSH trailed the QABA community bank index by 39.7 percentage points; the five-year return of -20.6% also lags QABA, meaning the longer-term record does not soften the trigger to a FOR vote.
Mr. Kemper has served on the board since 1982, is the father of the sitting CEO, and received over $1 million in compensation from the company in 2025 as Executive Chairman — all of which raise additional governance concerns beyond the TSR trigger; CBSH's three-year stock return trailed the QABA community bank index by 39.7 percentage points, exceeding the 30-point threshold, and the five-year return of -20.6% similarly underperforms QABA, leaving no basis to downgrade this to a FOR vote.
For Analysis
All four nominees for the 2029 director class are subject to an AGAINST vote because Commerce Bancshares' three-year stock return of roughly -0.3% trailed the QABA community bank index (which gained about 39.4%) by 39.7 percentage points, well above the 30-point trigger that applies when a company's absolute return is negative. Each nominee's tenure overlaps substantially with the underperformance period, and the five-year return of -20.6% also underperforms QABA, eliminating the longer-term mitigant. David W. Kemper carries the additional concern of being the father of the CEO and receiving significant executive compensation while simultaneously sitting on the board.
Say on Pay
✓ FORCEO
John W. Kemper
Total Comp
$6,498,082
Prior Support
92%%
The CEO's total reported pay of $6.5 million is within a reasonable range for a $7 billion regional bank CEO, and the pay mix is strongly variable at roughly 83% — well above the 50-60% minimum the policy requires. While the annual bonus paid out at 183.6% of target during a year when the stock significantly lagged the QABA community bank index raises a pay-for-performance concern, the company's underlying operating performance was genuinely strong (record net income of $566 million, top-quartile return on assets at 1.79% versus a peer median of 1.17%), providing a credible business rationale for the incentive payout. Critically, the company received 92% shareholder support on last year's say-on-pay vote and has announced a meaningful redesign of its 2026 long-term incentive plan to add forward-looking performance stock units tied to peer-relative TSR, return on equity, and earnings per share growth, demonstrating genuine responsiveness that supports a FOR vote.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy references KPMG as the company's auditor and the Audit and Risk Committee states it considered non-audit services compatibility with independence, but the specific fee dollar amounts were not available in the extracted data provided; because the policy requires confirmed data to trigger a No vote on either the fee ratio or tenure, and KPMG is a Big 4 firm appropriate for a $7 billion market-cap bank, the default FOR vote applies.
Overall Assessment
The 2026 Commerce Bancshares annual meeting presents three proposals: all four director nominees are subject to AGAINST votes because the stock has significantly trailed the QABA community bank index over both one- and three-year periods, and the five-year record offers no relief; the auditor ratification defaults to FOR given a Big 4 firm and the absence of confirmed data to trigger a No vote; and the Say on Pay vote is FOR because pay levels are reasonable, the pay mix is heavily variable, underlying operating performance was genuinely strong, and the company has proactively redesigned its 2026 incentive plan to better align executive pay with shareholder returns.