DEF 14A of Commerce Bancshares Inc /Mo/, Mar 8, 2024

DEF 14A of Commerce Bancshares Inc /Mo/

Filed Mar 8, 2024 · FY20230000022356-24-000019

Open on EDGAR

  1. Director Nominees

    Director Nominees Effective as of the date of the Meeting, the full Board will consist of twelve Directors. The Board will be divided into three classes consisting of one class of five Directors (2025 Class), one class of four Directors (2026 Class) and one class of three Directors (2027 Class). The Company will review class composition and will consider a redistribution of Directors among classes in 2025. The election of three Directors to the 2027 Class will take place at the Meeting. At its meeting on February 2, 2024, the Board approved the recommendation of the Committee on Governance/Directors that three 2027 Class Directors be elected for a three-year term. If elected, the three 2027 Class Director nominees will serve on the Board until the Annual Meeting in 2027, or until their successors are duly elected and qualified in accordance with the Company’s Bylaws. If any of the three 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 three nominees for election named below will be unable to serve.

  2. Director Nominees

    | The Board of Directors Recommends that Shareholders Vote FOR All Three Nominees Listed Below |

  3. Director Nominees

    | Nominees For Election to the 2027 Class of Directors: |

  4. Director Nominees

    | Terry D. Bassham, 63 Retired Chief Executive Officer and President Evergy, Inc. Director Since: February 2013 | Committees: Compensation and Human Resources Committee (Chairman), Committee on Governance/Directors and Executive Committee Other Directorships: None Discussion: Prior to his retirement as President & CEO of Evergy, Inc., Mr. Bassham served as Chairman of the Board, President and CEO (since June 2012), of Great Plains Energy, KCP&L, and Greater Missouri Operations. As of January 2021, Mr. Bassham retired from all responsibilities at Evergy. Mr. Bassham originally served as KCP&L Executive Vice President of Finance, Strategic Development and CFO, and subsequently as Executive Vice President of Utility Operations. He graduated from the University of Texas-Arlington and earned a Juris Doctor degree from St. Mary's University Law School in San Antonio, Texas. Mr. Bassham previously practiced as a regulatory attorney and has served as an advisory director of the Company's banking subsidiary in Kansas City. He is active in the Kansas City area community and has served as a board member of the Kansas City Scholars. Mr. Bassham brings to the Board an inside perspective of the energy industry and experience in a highly regulated industry with a publicly traded company. |

  5. Director Nominees

    | John W. Kemper, 46 President and Chief Executive Officer Commerce Bancshares, Inc. Director Since: September 2015 | Committees: Executive Committee Other Directorships: Tower Properties Company (since March 2008) Discussion: John W. Kemper is President and Chief Executive Officer of Commerce Bancshares, Inc., and Chairman and Chief Executive Officer of Commerce Bank. Mr. Kemper joined Commerce in 2007 leading strategy and working across a number of leadership roles within the Company. Prior to his current role, Mr. Kemper served as the Company’s President and Chief Operating Officer. Before joining Commerce, Mr. Kemper worked as an Engagement Manager in the New York and Chicago offices of McKinsey & Co. While at McKinsey, Mr. Kemper led consulting teams on strategy and operations engagements for a number of clients in the financial services and airline industries. Mr. Kemper holds a Bachelor of Arts in history and political science from Stanford University, a Master of Science in economic history from the London School of Economics and an M.B.A. from Northwestern University's Kellogg School of Management. Mr. Kemper is a member of the Visa Executive Client Counsel and serves on the boards of several civic organizations in the St. Louis region. Mr. Kemper is the son of David W. Kemper, Executive Chairman of the Board, and nephew of Jonathan M. Kemper, retired Chairman Emeritus, Commerce Bank, Kansas City Region. | | Jonathan M. Kemper, 70 Retired Chairman Emeritus Commerce Bank, Kansas City Region Director Since: February 1997 | Committees: None Other Directorships: Tower Properties Company (Non-Executive Chairman since April 2005) Discussion: Mr. Kemper transitioned from day-to-day responsibilities at the Company in August 2018. After graduating from Harvard, Mr. Kemper received an M.B.A. from Harvard University's Graduate School of Business. Prior to working for the Company, Mr. Kemper held various positions in the financial industry in New York and Chicago, including positions with Citicorp, the Federal Reserve Bank of New York, and M. A. Schapiro and Company. Mr. Kemper previously served on the Federal Advisory Council to the Federal Reserve Board from January 2012 to December 2015. Mr. Kemper is involved in several community and business organizations. Mr. Kemper is a recognized community leader in one of the Company's largest markets and also brings expertise in current and emerging technologies to the Board. Mr. Kemper is the brother of David W. Kemper, Executive Chairman of the Board, and the uncle of John W. Kemper, President and Chief Executive Officer of the Company. |

  6. Director Nominees

    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.

  7. Director Nominees

    | 2026 Class of Directors | | | Blackford F. Brauer, 47 President Hunter Engineering Company Director Since: May 2022 | Committees: Audit and Risk Committee Other Directorships: None Discussion: Mr. Brauer is President of Hunter Engineering Company, a manufacturer of capital equipment for the automotive industry. Hunter Engineering products are designed and built in the United States and used by automotive workshops in over 100 countries. Mr. Brauer provides experience with business strategy and internal controls, in addition to insight into an industry that is important to the Company. Mr. Brauer earned a Master of Business Administration degree from Northwestern University and Bachelor of Arts degree in Economics from Princeton University. Mr. Brauer serves as a Director of the Donald Danforth Plant Science Center and a Trustee of Washington University. Mr. Brauer served as a member of the Commerce Bank St. Louis Advisory Board from 2009 to 2022. |

  8. Director Nominees

    | W. Kyle Chapman, 45 President and Board Member Barry-Wehmiller Group, Inc. Director Since: May 2022 | Committees: Compensation and Human Resources Committee Other Directorships: None Discussion: Mr. Chapman is President and Board Member of Barry-Wehmiller Group, Inc., a global organization that manufactures capital equipment and provides consulting services for a broad set of industries (e.g., food & beverage, life sciences, healthcare, general industrial). In addition, Mr. Chapman serves on Barry-Wehmiller’s Board of Directors. Mr. Chapman has been with the Barry-Wehmiller Group since 2009, when he co-founded BW Forsyth Partners. He served as a strategic financial advisor to the Barry-Wehmiller Group leadership team from 2015 to 2019, while co-leading BW Forsyth Partners, and was named Barry-Wehmiller’s Interim Chief Financial Officer in early 2020, shortly before becoming President. Prior to his employment with the Barry-Wehmiller Group, Mr. Chapman gained private equity and operating experience at various companies. In addition to his experience as a strategic financial advisor, Mr. Chapman provides the Board with a view into the economic conditions associated with a variety of industries. Mr. Chapman has a Bachelor of Science in commerce from the McIntire School of Commerce at the University of Virginia. He served as a member of the Commerce Bank St. Louis Advisory Board from 2012 to 2022. | | Karen L. Daniel, 66 Retired Chief Financial Officer and Executive Director Black & Veatch Director Since: January 2018 | Committees: Audit and Risk Committee Other Directorships: Snap-on Tools (since 2005); and Teladoc Health, Inc. (since 2020) Discussion: Ms. Karen Daniel graduated from Northwest Missouri State University and received her master's degree in accounting from the University of Missouri-Kansas City. She spent 11 years with the certified public accounting firm of Peat Marwick (KPMG), rising to Senior Audit Manager. She retired from Black & Veatch in July 2018 as Chief Financial Officer (CFO) and Executive Director. Ms. Daniel joined Black & Veatch in 1992 with the internal audit group, was named Chief Financial Officer in 1999 and joined the Black & Veatch Board of Directors in 2006. In her role as CFO, she was responsible for developing and executing business strategies, and as President of Black & Veatch's Global Finance & Technology Solutions Division, led the global finance and IT organizations. Ms. Daniel serves on numerous public and philanthropic boards: Snap-on, Inc., Teladoc Health, Inc., Giant Eagle, and Kansas City Campus for Animal Care, KC Royals Charities, Kauffman Foundation, Phoenix Family, City Year, and the 2017 Chair of the KC Chamber Board of Directors, completing her final term in November 2018. Ms. Daniel was recently appointed President of the Board of Directors for KC2026 which is responsible to deliver World Cup matches and associated activities to the KC region. Ms. Daniel also served as Vice-Chair of former President Obama's Advisory Council on Doing Business in Africa. | | David W. Kemper, 73 Executive Chairman Commerce Bancshares, Inc. Director Since: February 1982 | Committees: Executive Committee (Chairman) Other Directorships: Tower Properties Company (since October 1989); and Post Holdings, Inc. (since September 2015) Discussion: Mr. Kemper became Executive Chairman in August 2018. He previously was the Chairman and Chief Executive Officer of the Company from 1991 to 2018 and was President of the Company from 1982 until February 2013. He graduated cum laude from Harvard College, earned a masters degree in English literature from Oxford University, and an M.B.A. from the Stanford Graduate School of Business. He is the Past President of the Federal Advisory Council to the Federal Reserve Board. Mr. Kemper is active in the St. Louis community, serving as a board member of Washington University in St. Louis, the Missouri Botanical Garden, and the St. Louis Art Museum. He is also a board member of the Crawford Group, Inc. and Post Holdings. Mr. Kemper brings to the Board a thorough understanding of the financial industry and an appreciation of the values upon which the Company was founded. Mr. Kemper is the brother of Jonathan M. Kemper, Chairman Emeritus, Commerce Bank, Kansas City Region, and the father of John W. Kemper, President and Chief Executive Officer of the Company. |

  9. Director Nominees

    | 2025 Class of Directors | | | Earl H. Devanny, III, 72 Retired Chief Executive Officer TractManager Director Since: April 2010 | Committees: Committee on Governance/Directors (Chairman); and Executive Committee Other Directorships: None Discussion: Mr. Devanny is a former advisory director of Commerce Bank and has extensive experience with regulated industries. Mr. Devanny holds a Bachelor of Arts degree in English from the University of the South (Sewanee). Mr. Devanny served as CEO of TractManager Holdings, LLC from September 2016 to April 2021, until his retirement. Prior to this position, Mr. Devanny served as the President of Healthcare at Nuance Communications from April 2014 to August 2016, as CEO of The TriZetto Group from July 2010 to May 2013, and the President of Cerner Corporation from August 1999 to July 2010. This experience brings a professional insight into the healthcare industry, one of the Company's most important target industries for financial services. | | June McAllister Fowler, 67 Retired, Senior Vice President, Communications, Marketing and Public Affairs of BJC HealthCare Director Since: April 2022 | Committees: Compensation and Human Resources Committee Other Directorships: None Discussion: Until her retirement in December, 2021, as Senior Vice President of Communications, Marketing and Public Affairs of BJC HealthCare, June McAllister Fowler led internal, external, and public policy communications and government and community relations efforts on behalf of BJC HealthCare, one of the largest nonprofit health care organizations in the United States and one of the largest private employers in the state of Missouri. Ms. Fowler had responsibility for multiple areas, including media relations, executive communications, community benefit, community affairs, government and external relations, health literacy, corporate marketing, creative services, web development, media services and the award‐winning employee online newspaper, BJC Today. Prior to joining BJC, Ms. Fowler was senior director of communications and community affairs for Mallinckrodt. She began her career as an urban planner with St. Louis County government, ultimately serving as director of the Department of Planning. Ms. Fowler provides the Board a unique insight to the healthcare industry, which includes experience managing government and community relations. Ms. Fowler earned her master’s degree in urban affairs from Washington University in St. Louis. She completed her bachelor’s degree at the University of Missouri–Columbia. Ms. Fowler has been an active volunteer throughout the region for many years. She currently serves as the board chair of the Cortex Innovation and KIPP St. Louis Public Charter School. She is on the boards of Citizens for Modern Transit (immediate past chair), Lambert St. Louis International Airport and The Muny, one of the oldest outdoor theaters in the United States, where she is board secretary. She also serves as a member of Washington University Public Affairs National Council, and the Health Care Industry Council of the Federal Reserve Bank of St. Louis. Ms. Fowler is a past chair of the Girl Scout Council of Eastern Missouri and the Metropolitan Association for Philanthropy. | | Benjamin F. Rassieur, III, 69 President Paulo Products Company Director Since: August 1997 | Committees: Audit and Risk Committee (Chairman); Committee on Governance/Directors; and Executive Committee Other Directorships: None Discussion: Mr. Rassieur is President of a successful, private company that performs heat treating and metal finishing at six plants in three states and Mexico. His business provides a leading indicator of general economic conditions. Mr. Rassieur graduated cum laude from Amherst College with a degree in economics. He has been a director of Commerce Bank and has been a long time member of the Company’s Audit and Risk Committee. He is the current Chairman of the Audit and Risk Committee. His community involvement includes being a Director of Concordance Academy. |

  10. Director Nominees

    | Todd R. Schnuck, 65 Chairman of the Board and Chief Executive Officer Schnuck Markets, Inc. Director Since: April 2010 | Committees: Audit and Risk Committee Other Directorships: None Discussion: Todd R. Schnuck is Chairman and Chief Executive Officer of Schnuck Markets, Inc. (since October 2014; from 2006 to 2014 served as President and Chief Operating Officer; and prior to 2006, served as Chief Financial Officer). As Chairman and Chief Executive Officer of Schnuck Markets, Inc., Mr. Schnuck brings to the Board a unique perspective from a consumer driven industry that faces many of the same issues that the Company faces, such as selection of retail locations, geographic expansion, and customer loyalty. With stores in Missouri, Illinois, Indiana, and Wisconsin, Schnuck Markets, Inc. operates in much of the same footprint as the Company. A graduate of the University of Virginia with an M.B.A. from Cornell, Mr. Schnuck had several years' experience in the investment banking profession before joining the family-owned business and serving as its Chief Financial Officer and Chief Operating Officer prior to his current position. Mr. Schnuck has previously served as an advisory director of Commerce Bank. | | Christine B. Taylor, 48 President & Chief Executive Officer Enterprise Mobility Director Since: April 2022 | Committees: Committee on Governance/Directors Other Directorships: None Discussion: Chrissy Taylor is president & CEO of Enterprise Mobility, a leading provider of mobility solutions including car rental, fleet management, flexible vehicle hire, carsharing, vanpooling, car sales, truck rental, luxury rental, vehicle subscription, as well as other transportation technology services and solutions. Enterprise Mobility manages the Enterprise Rent-A-Car, National Car Rental and Alamo brands. As the third generation of Taylors to lead Enterprise Mobility, she rose through the ranks before being elevated to her current role in 2020. Her two previous positions were as executive vice president & chief operating officer from 2016-19 and president & COO from 2019-20. After joining the organization as a management trainee in 2000, her early highlights include developing the business’ consumer rental market in Europe (2006-08), helping guide the financial restructuring of Fleet Management (2008-11), managing the Car Sales business (2011-13) and overseeing North American operations (2013-16). Ms. Taylor serves a number of organizations both nationally and locally, including the Business Roundtable and U.S. Travel Association. She is also part of the first majority female-owned soccer club in MLS history: St. Louis CITY SC. Ms. Taylor brings to the Board insight into the economic trends related to mobility and experience in delivering best-in-class customer experience and service. Ms. Taylor earned a bachelor’s degree in sociology from Miami University and master’s in business administration from Washington University in St. Louis. |

  11. Director Nominees

    | Other Directors | | | Kimberly G. Walker, 65 Retired Chief Investment Officer Washington University in St. Louis Director Since: February 2007 | Committees: Audit and Risk Committee Other Directorships: None Discussion: Ms. Walker holds an M.B.A. in finance, with distinction, from the University of Michigan, an M.A. in economics from Washington University in St. Louis, and a B.A. in economics and public administration from Miami University of Ohio, where she graduated magna cum laude. Ms. Walker also holds the Chartered Financial Analyst designation. She has extensive experience in institutional asset management and has knowledge of internal controls and audit committee functions. Ms. Walker served as Chief Investment Officer at Washington University for 10 years through December 31, 2016 and as Executive in Residence at Washington University’s Olin Business School in 2017. |

  12. Director Nominees

    Ms. Walker's current term on the Board will end effective as of the date of the Meeting. “Other Directorships,” both for nominees and those continuing in office, includes directorships at any public company or registered investment company during the previous five years.

  13. Director Compensation

    Director Compensation 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, compensation payable to a non-employee Director is credited to an account in the name of such Director as earned. As of the last business day of each month, the cash balance in a Director's account is converted to whole shares of Common Stock of the Company based on the consolidated closing bid price of the Company's Common Stock as reported by the National Market System of NASDAQ. Any balance remaining in a Director’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, 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 cash dividends or any other rights as a shareholder with respect to shares credited to the participant’s account until such shares are actually issued. Each non-employee Director of the Company is paid the following amounts, as applicable: an annual retainer of $20,000 (paid on a quarterly basis); a fee of $7,500 for attendance (in person or virtually) at each meeting of the Board of Directors; a fee of $1,000 for attendance (in person or virtually) at each meeting of a committee of which the Director is a member; at the end of each calendar year, an additional annual fee of $75,000; and an annual fee of $10,000 for service as a committee chair. Changes to Directors’ compensation are initiated by the Company's CEO and presented to the Compensation and Human Resources Committee. The Chairman of the Compensation and Human Resources Committee then presents any changes to the full Board of Directors for its approval. The Company has a stock ownership requirement of $300,000 for non-employee Directors. New Directors will have 5 years from the election date to meet the stock ownership requirement. With the exception of W. Kyle Chapman, June McAllister Fowler, and Christine B. Taylor (who will have until 2027 to be in compliance), all non-employee Directors have satisfied the stock ownership requirement as of December 31, 2023. Compensation earned during 2023 by the non-employee Directors of the Company for their service as Directors is listed in the table below.

  14. Director Compensation

    | | Fees Earned or Paid in Cash (1) | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and NQDC Earnings | All Other Compensation | Total | | Name | $ | $ | $ | $ | $ | $ | $ | | Terry D. Bassham | $137,000 | $— | $— | $— | $— | $— | $137,000 | | Blackford F. Brauer | 129,000 | — | — | — | — | — | 129,000 | | W. Kyle Chapman | 126,000 | — | — | — | — | — | 126,000 | | Karen L. Daniel | 129,000 | — | — | — | — | — | 129,000 | | Earl H. Devanny, III | 136,000 | — | — | — | — | — | 136,000 | | June McCallister Fowler | 126,000 | — | — | — | — | — | 126,000 | | Benjamin F. Rassieur, III | 140,000 | — | — | — | — | — | 140,000 | | Todd R. Schnuck | 129,000 | — | — | — | — | — | 129,000 | | Christine B. Taylor | 126,000 | — | — | — | — | — | 126,000 | | Kimberly G. Walker | 129,000 | — | — | — | — | — | 129,000 |

  15. Director Compensation

    (1)During 2023, fees earned were credited in cash to an account for each Director in the Director Plan and converted to whole shares of the Company’s Common Stock at month end. Any balance remaining in a Director's account is carried forward for investment in the next month. In January 2024, the following number of shares earned during 2023, were issued to the non-employee Directors: Mr. Bassham — 2,574 shares; Mr. Brauer — 2,466 shares; Mr. Chapman — 2,400 shares; Ms. Daniel — 2,465 shares; Mr. Devanny — 2,559 shares; Ms. Fowler — 2,400 shares; Mr. Rassieur — 2,640 shares; Mr. Schnuck — 2,465 shares; Ms. Taylor — 2,399 shares; and Ms. Walker — 2,466 shares.

  16. Benchmarks

    Benchmarks For all NEOs, the Committee reviewed market survey data compiled by WTW, an outside consulting firm retained by the Committee. The market survey utilized in the compilation was the WTW 2022 Financial Services Executive Compensation Survey (the "WTW Survey"). In order to get the best data match possible, four groupings of data from that survey were used: data for the total sample of financial services companies participating in the survey; data for financial services companies with asset size from $15-$50 billion; data for our Market Cap Peers; and data for a Commercial Bank grouping including those financial institutions considered to be peer banks (the "NEO Peer Group"). Banks included in the NEO Peer Group were determined by first selecting those banks included in the 19 peer banks used in the return on equity element of the Company's Executive Incentive Compensation Plan ("EICP") that participated in the WTW Survey. Since not all 19 peer banks participated in the WTW Survey, to that reduced group of participants we added banks similar to our asset size to ensure a sufficient sample to obtain data for all of the benchmark jobs. We feel the broader view of data helps us determine the most appropriate benchmark data when attempting to reflect the diverse responsibilities of our NEO's. The final grouping - the NEO Peer Group - consisted of the following 19 companies:

  17. Benchmarks

    | Ameris Bancorp | Associated Banc-Corp | | Bank OZK | BOK Financial Corporation | | Cadence Bank | Cullen/Frost Bankers, Inc. | | F.N.B. Corporation | First Interstate Bancsystem, Inc. | | Fulton Financial Corporation | Hancock Whitney Corporation | | Old National Bancorp | Pinnacle Financial Partners, Inc. | | Prosperity Bancshares, Inc. | Simmons First National Corporation | | South State Corporation | UMB Financial Corporation | | United Bankshares, Inc. | United Community Banks, Inc. | | Wintrust Financial Corporation | |

  18. Benchmarks

    The companies included in the NEO Peer Group may change from year to year as it is driven by the companies that participate in the WTW Survey for the particular positions and year. Each NEO's responsibilities were individually compared to job descriptions in the WTW Survey in order to best align roles with compensation levels of comparable executive officer positions for the companies included in the WTW Survey. The input of WTW was limited to ensuring a sufficient sample size for the NEO Peer Group to provide data for each of the positions previously matched by WTW. The Committee did not use any other outside compensation consultants in determining or recommending any amount or form of compensation for our NEOs. For 2023, the Company paid WTW approximately $189 thousand for WTW survey services, and other compensation and benefits related consulting projects.

  19. Base Salary

    Base Salary Base salary is a fixed element of annual compensation on which our executive officers may rely. 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 compared against the median base salary of the benchmark data to determine whether salary levels are appropriate. Factors included in the comparison of base salaries of our NEOs to those in the benchmark data 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.

  20. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation In furtherance of the Company's pay for performance philosophy, the EICP is a short-term cash incentive plan to reward our executive officers for the achievement of Company annual performance goals. For 2023 performance, the Committee approved a change to the factors included in the formula for the calculation of incentives for the NEOs. Pre-provision net revenue was added to the calculation resulting in the factors considered by the Committee being net income, pre-provision net revenue, revenue, and return on equity. Our NEOs are eligible to receive an annual cash incentive equal to a percentage of their base salary. The target annual cash incentive percentage for each NEO is compared each year by the Committee to the target percentage level of the annual cash incentive component of the benchmark data mentioned previously for the applicable NEO. The Committee then determines the appropriateness of the target annual cash incentive percentages based on individual performance, experience, specific job requirements and contribution of the job to the Company's success to arrive at a target percentage. The target annual cash incentive percentage for 2023 for John Handy remained the same as the prior year. All other NEOs target incentive increased as follows: John Kemper's bonus target was increased from 100% to 105%, Kevin Barth's bonus target was increased from 65% to 70%, Charles Kim's bonus target was increased from 65% to 70%, and Robert Holmes' bonus target was increased from 60% to 65%. The target annual cash incentives as percentages of base salary for our NEOs in 2023 were as follows:

  21. Annual Cash Incentive Compensation

    | Name | Target Percentage | | John W. Kemper | 105% | | Charles G. Kim | 70% | | Kevin G. Barth | 70% | | Robert S. Holmes | 65% | | John K. Handy | 60% |

  22. Annual Cash Incentive Compensation

    In determining the amount of annual cash incentives to be paid under the EICP in 2024 for 2023 performance, the Committee weighted the components of the Company Performance Factor as follows: •30% based on actual net income of $490 million with the payout percent determined on a scale which targeted $506 million as the 100% payout level. For the net income component there is a 1% decrease in payment for each $1 million below target down to $481 million and a 1.3% decrease in payment for each $1 million below $481 million down to $444 million. There is no net income component allocation for net income below $444 million. For net income exceeding the 100% level there is a 2.5% increase for each $1 million above $506 million up to $518 million; a 5% increase for each $1 million above $518 million up to $530 million; and a 10% increase above $530 million up to a maximum of $531 million; •30% based on actual pre-provision net revenue of $656 million with the payout percent determined on a scale which targeted $691 million as the 100% payout level. For the pre-provision net revenue component there is a 1% decrease in payment for each $1 million below target down to $666 million and a 1.3% decrease in payment for each $1 million below $666 million down to $628 million. There is no pre-provision net revenue component allocation for pre-provision net revenue below $628 million. For pre-provision net revenue exceeding the 100% level there is a 2.5% increase for each $1 million above $691 million up to $703 million; a 5% increase for each $1 million above $703 million up to $715 million; and a 10% increase above $715 million up to a maximum of $716 million. •20% based on actual revenue results of $1.59 billion with the payout percent on a scale of 0% to 120%, with achievement of target revenue of $1.60 billion resulting in 100% payout. The payout percent increases/decreases by 5% for every 1% that actual revenue results fall above or below target; and •20% based on a comparison of return on equity (ROE) measured against 19 pre-established peer banks. If the Company's ROE (performance assessed using end of 3Q data) is at or above the 75th percentile, 100% is credited for this factor; if the Company's ROE is above the 50th percentile but below the 75th percentile, 75% is credited for this factor; if the Company's ROE is above the 25th percentile but below the 50th percentile, 50% is credited for this factor; and if the Company's ROE is below the 25th percentile, 25% is credited for this factor. For 2023, the Company's ROE exceeded the 75th percentile compared to the peer banks. The 19 peer banks for the return on equity element were:

  23. Annual Cash Incentive Compensation

    | Ameris Bancorp | Associated Banc-Corp | | Bank OZK | BOK Financial Corporation | | Cadence Bank | Cullen/Frost Bankers, Inc. | | F.N.B. Corporation | First Interstate Bancsystem, Inc. | | Fulton Financial Corporation | Hancock Whitney Corporation | | Old National Bancorp | Pinnacle Financial Partners, Inc. | | Prosperity Bancshares, Inc. | Simmons First National Corporation | | South State Corporation | UMB Financial Corporation | | United Bankshares Inc. | United Community Banks, Inc. | | Wintrust Financial Corporation | |

  24. Annual Cash Incentive Compensation

    For purposes of the EICP: •Net income means the amount of net income available to common shareholders of the Company for the year as set forth in our Income Statement; •Pre-provision net revenue means net interest income plus non-interest income minus non-interest expense (excluding securities gains/losses); •Revenue means the Company’s net interest income and non-interest income (including securities gains/losses); •Return on Equity means year to date net income divided by stockholders equity as reported by S&P Global Market Intelligence; and •The Committee reserves the right to make adjustments to the calculated performance of CBI based on financial results and associated individual payouts to the extent they deem reasonable and necessary to achieve equitable results. All NEOs except John K. Handy are measured 100% on the Company Performance Factor, and for 2023 performance, the calculated payout was 82.9% of target. In determining the calculated payout percentage, a discretionary adjustment was made by the Committee to actual net income and actual pre-provision net revenue to remove the impact of a $16 million accrual of deposit insurance expense resulting from a one-time special assessment by the Federal Deposit Insurance Corporation. John K. Handy receives 50% of his annual bonus based on the Company Performance Factor and 50% of his bonus based on performance of Commerce Trust.

  25. Long-Term Equity Awards

    Long-Term Equity Awards Stock appreciation rights (“SARs”) and restricted stock grants have been awarded in two separate ways described below to provide our executive officers with long-term equity awards that more closely align their interests with the interests of our shareholders, and for retention purposes. The Equity Incentive Plan, which was approved at the 2023 Annual Meeting of Shareholders, provides for the issuance of equity-based awards, including stock options, SARs, restricted stock awards, restricted stock units, performance shares, and performance units. In 2023, restricted stock awards and SARs were granted to our NEOs to provide both immediate value (restricted stock) and value at risk (SARs). The Long-Term Restricted Stock, Current Year Restricted Stock and Current Year SARs (as defined below) are listed in the "Grants of Plan-Based Awards in 2023" table. The number of shares listed in the table is the result of restating the grants to include the 2023 5% stock dividend thereon. First, there is an annual equity award consisting of restricted stock, for longer-term profit growth (the "Long-Term Restricted Stock"), given to NEOs and other select Company officers each year using the following formula: 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 number of shares granted is determined by dividing the value derived by that formula by the closing price of CBSH stock on the grant date. The formula used to calculate Long-Term Equity Awards was determined by the Committee in past years, and the formula did not change in 2023. The Long-Term Restricted Stock award for our NEOs and other executive management committee members vests at the end of five years from the date of grant, if and only if the Company has cumulative positive net income for the period beginning on January 1 of the year of the grant and ending on the December 31 that next precedes the date the award would otherwise vest. For Long-Term Restricted Stock awards given to all NEOs and other executive officers, the Committee retains discretion to reduce any such award until it is actually granted. Second, the Committee also issues to our NEOs equity-based awards on an annual basis. To meet individual needs related to creating a portfolio of stock awards, all team members are offered the opportunity to choose the mix of RSAs and SARs from three options: 50% of the value of the grant in RSAs and 50% of the value of the grant in SARs; 75% of the value of the grant in RSAs and 25% of the value of the grant in SARs; or 100% of the value of the grant in RSAs. These awards are not based on any set formula and are treated as being part of base compensation, although the Committee has full discretion to reduce or eliminate any such award and vesting may be conditioned upon Company performance, as well as other factors. These shares reflect the performance of the Company's stock because their value is based on the stock's fair market value (restricted stock awards) or Black Scholes valuation (SARs). The value of the annual stock grant is generally intended to remain constant from year-to-year, but is adjusted as a result of the process described in the next paragraph. In order to provide a retention incentive, each Current Year Restricted Stock award has a vesting period such that the entire grant vests four years from the date of the grant. The Current Year SARs vest ratably on the first, second, third and fourth year anniversaries of the grant date. All restricted stock awards will vest if and only if the Company has cumulative positive net income for the period beginning on January 1 of the year of grant and ending on the December 31 that precedes the date the award would otherwise vest. For equity-based awards given to all NEOs and other executive officers, the Committee retains discretion to reduce any such award until it is actually granted. The starting point for determining the value of the annual stock grant is the value of the grant awarded for the prior year. The Committee then considers whether subjective adjustments are appropriate based on: subjective evaluation of the NEO's overall individual performance and experience; specific requirements of the NEO's job and the contribution of the NEO's job to the Company's success; and a comparison to the benchmark data. The benchmark data comparison is performed by comparing the sum of the targeted Long-Term Restricted Stock award value (based on an assumed average 100% Company Performance Factor for the three years) for the current year and the value of the annual stock grant that was awarded for the prior year for each person (which sum is the "Possible Award") to current market data for the average equity portion of the benchmark data compensation for that person's position. The value of both awards was determined based on the Company's current stock price or Black Scholes value at grant date multiplied by the number of assumed shares. The value of the annual stock grant awarded to each NEO was not changed for 2023 in comparison to 2022, except John K. Handy whose annual stock grant value was increased from $350 thousand to $375 thousand based on the benchmark data. The awards are not designed to be at the same benchmark data percentile for each NEO, and are not designed to equal any particular percentile of the applicable benchmark data. The Committee also considered stock/SAR grant practices of the companies used in the benchmark data, the level of FASB ASC Topic 718 expense that the Company will incur, and expected long-term Company performance. The holders of restricted stock will receive cash dividends declared by the Company prior to the vesting date. Stock dividends will accrue and vest according to the terms of the award. Pursuant to an anti-hedging policy established by the Company, the award agreements include provisions to contractually prohibit a recipient of an equity award from engaging in any derivative transaction with respect to Company stock for the purpose of hedging or otherwise.

  26. Allocation of Elements of Compensation

    Allocation of Elements of Compensation Variable compensation: 77% Fixed compensation: 23% Variable compensation: 60% Fixed compensation: 40% The combined compensation elements for our NEOs in 2023 are set forth in the above charts. For purposes of the above calculations, the long-term equity awards were valued as of the grant date based on the fair market value of the underlying stock (restricted stock awards) or Black Scholes valuation (SARs). 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.

  27. Severance Agreements

    Severance Agreements We currently have severance agreements in effect with each of the NEOs except Robert S. Holmes. These agreements provide payments or benefits following the occurrence of both a change of control and a qualifying termination. In the event of a qualifying termination, each NEO is eligible for a lump sum payment equal to three times the sum of the prior year's base salary and average annual bonus calculated over a three year period, and a lump sum payment equal to the greater of the prior year's actual bonus or the target bonus. Each NEO would also be eligible for the continuation of certain benefits in the event of a qualifying termination. The agreements for our NEOs, other than John W. Kemper, provide for the gross-up payments to offset applicable excise taxes, if any. The Committee believes these agreements serve the best interests of the Company and its shareholders by ensuring that, if a change of 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 of 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 of 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.

  28. Other Policies

    Other Policies We adopted policies which expressly prohibit hedging transactions relating to Company common stock (Anti-Hedging Policy), and repricing of underwater stock options, and, except as provided herein, we do not allow excise tax gross-ups (as explained further below). At its February 10, 2012 meeting, the Board, by resolution, adopted a policy not to offer a gross-up for taxes related to severance payments paid in connection with a change of control of the Company to any employee to whom the Company has not made such a commitment prior to the date of the resolution.

  29. EXECUTIVE COMPENSATION

    | Summary Compensation Table | | | Bonus | Stock Awards | Option Awards | Non- Equity Incentive Plan Compen- sation | Change in Pension Value and NQDC Earnings | All Other Compen- sation | Total | | | | Salary | | | | | | | | | Name & Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($)(6) | ($) | | John W. Kemper, | 2023 | $1,030,816 | $— | $2,065,228 | $537,490 | $905,559 | $— | $182,546 | $4,721,639 | | President and CEO | 2022 | 995,354 | — | 1,961,278 | 537,494 | 1,642,509 | — | 180,255 | 5,316,890 | | | 2021 | 969,243 | — | 2,163,361 | — | 1,598,549 | — | 111,154 | 4,842,307 | | Charles G. Kim, | 2023 | 559,367 | 32,760 | 494,294 | — | 327,599 | 32,953 | 83,034 | 1,530,007 | | Executive Vice President | 2022 | 539,830 | — | 373,889 | 83,727 | 579,346 | — | 80,207 | 1,656,999 | | and CFO | 2021 | 524,683 | — | 466,946 | 83,733 | 562,472 | — | 56,191 | 1,694,025 | | Kevin G. Barth, | 2023 | 559,367 | — | 494,294 | — | 327,599 | 31,440 | 83,094 | 1,495,794 | | Executive Vice President | 2022 | 539,830 | — | 457,638 | — | 579,346 | — | 80,324 | 1,657,138 | | | 2021 | 524,683 | — | 516,902 | 83,733 | 562,472 | — | 56,966 | 1,744,756 | | Robert S. Holmes | 2023 | 492,294 | — | 347,559 | — | 269,100 | — | 28,578 | 1,137,531 | | Executive Vice President | 2022 | 468,181 | — | 568,089 | — | 463,797 | — | 23,122 | 1,523,189 | | | 2021 | 455,043 | — | 413,028 | — | 450,288 | — | 22,122 | 1,340,481 | | John K. Handy | 2023 | 494,624 | — | 488,759 | — | 319,350 | 5,730 | 26,046 | 1,334,509 | | Executive Vice President | 2022 | 469,734 | — | 435,309 | — | 552,960 | — | 22,822 | 1,480,825 | | | 2021 | 432,582 | — | 357,940 | — | 459,889 | — | 21,822 | 1,272,233 |

  30. Pay Versus Performance

    Pay Versus Performance The following table summarizes the total compensation paid to our NEOs versus the performance of the Company for the fiscal years ended December 31, 2023, 2022, 2021 and 2020. 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 Summary Compensation Table (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 2023, 2022, 2021, and 2020 calendar years, together with information concerning total shareholder return (“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.

  31. Pay Versus Performance

    | 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) | | | | 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 | | 2020 | 3,662,396 | 3,524,001 | 1,413,242 | 1,249,382 | 103.49 | 91.34 | 353,885 | 1,346,746 |

  32. Pay Versus Performance

    ____________________________________ (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 2023, 2022, 2021 and 2020, there was no service cost for the Pre-2005 CERP and the Qualified pension plan as the benefits were frozen for all four years. A reconciliation of the CAP is shown in the table below:

  33. Pay Versus Performance

    | 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 | | | | | | | | | | 2023 | $4,721,639 | $— | $(2,065,228) | $(27,601) | $(537,490) | $47,823 | $153,504 | $2,292,647 | | Average Other NEOs (2) | | | | | | | | | | 2023 | $1,374,460 | $(17,531) | $(456,227) | $(48,594) | $— | $(41,552) | $36,686 | $847,242 |

  34. Pay Versus Performance

    _______________________________________ (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: 2023: Messrs. Charles G. Kim, Kevin G. Barth, Robert S. Holmes and John K. Handy 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 2020: Messrs. Charles G. Kim, David W. Kemper, Kevin G. Barth, and John K. Handy (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, 2023, 2022, 2021 and 2020. Total compensation for the CEO and other NEOs, as disclosed in the Summary Compensation Table, is comprised of salaries and equity awards based on Company performance factors 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, 2023.

  35. Pay Versus Performance

    | Most Important Performance Measures for 2023 | Description | | Net Income | GAAP Net Income compared to target | | Pre-provision Net Revenue | Pre-provision Net Revenue is net interest income plus non-interest income minus non-interest expense (excluding securities gains/losses) compared to target | | Actual Revenue | Revenue is net interest income and non-interest income (including securities gains/losses) compared to target | | Actual Return on Equity | ROE compared to peers |

  36. Pay Versus Performance

    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.

  37. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the following information about the relationship of the annual total compensation of the employees and the annual total compensation of the CEO, Mr. John W. Kemper, is provided. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2023, the median of the annual total compensation of all employees of the Company (other than our CEO) was $75,926; and the annual total compensation of the CEO was $4,721,639. Based on this information, for 2023 the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees was 62 to 1. The Company selected its first payroll payment date occurring after September 30 as the date upon which to identify the "median employee," because it provided a reasonably efficient and economical manner in which to make the determination. This first payroll payment occurred on October 14, 2022, which is within the last three months of 2022. As of October 14, 2022, the employee population consisted of 4,407 individuals with all of these individuals located in the United States. This population consisted of full-time and part-time employees, temporary/seasonal employees, and did not include independent contractors. For 2023, the Company has elected to use the same median employee as was identified in 2022. There has been no change in the Company's employee population or employee compensation arrangements that it believes significantly impact the pay ratio disclosure. To identify the median of the annual total compensation of all employees, excluding the CEO, as well as to determine the annual total compensation of the median employee and the CEO, the Company took the following steps: •The "median employee" was identified by using a Consistently Applied Compensation Measure (“CACM”), which consisted of the year-to-date amounts of salaries, incentives, overtime pay and those amounts relating to stock-based transactions as reflected in the payroll records. This CACM was applied to all the employees included in the calculation. Since all the employees are located in the United States, as is the CEO, no cost-of-living adjustments were made in identifying the "median employee." •Once the median employee was identified, all of the elements of such employee's compensation for 2023 were combined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $75,926. The difference between the median employee's CACM and the employee's annual total compensation represents the value of group term life insurance and the Company's matching contribution to the employee's 401(k) savings plan. •With respect to the annual total compensation of the CEO, the 2023 amount reported in the "Total" column of the Summary Compensation Table above and incorporated by reference under Item 11 of Part III of the Company's Annual Report was used.

  38. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023

  39. Grants of Plan-Based Awards in 2023

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: | All Other Option Awards: | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards | | | | | | | | | | Number of Shares of Stock or Units | Number of Securities Underlying Options | | | | | | Thres- hold | Target | Maxi- mum | Thres- hold | Target | Maxi- mum | | | | | | Name | Grant Date | ($) | ($)(1) | ($) | (#) | (#) | (#) | (#)(2) | (#)(3) | ($/Sh) | ($) | | John W. Kemper | 2/1/2023 | | | | | | | 32,836 | | | $2,065,228 | | | 2/1/2023 | | | | | | | | 30,643 | $62.90 | 537,490 | | | | | $1,093,671 | | | | | | | | | | Charles G. Kim | 2/1/2023 | | | | | | | 7,859 | | | 494,294 | | | | | 395,651 | | | | | | | | | | Kevin G. Barth | 2/1/2023 | | | | | | | 7,859 | | | 494,294 | | | | | 395,651 | | | | | | | | | | Robert S. Holmes | 2/1/2023 | | | | | | | 5,526 | | | 347,559 | | | | | 325,000 | | | | | | | | | | John K. Handy | 2/1/2023 | | | | | | | 7,771 | | | 488,759 | | | | | 300,000 | | | | | | | | |

  40. Grants of Plan-Based Awards in 2023

    _______________________________________ (1)Represents the target amount payable under the EICP for 2023 performance. There was no threshold or maximum amount payable under the EICP if actual performance was less than or greater than target. For a description of the EICP, see “Annual Cash Incentive Compensation” in the section entitled Compensation Discussion and Analysis. The actual amount earned is reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. (2)Amounts represent both Long-Term Restricted Stock and Current Year Restricted Stock awards granted under the 2005 Equity Incentive Plan, as described under “Long-Term Equity Awards” in the section entitled Compensation Discussion and Analysis. (3)Amounts represent SARs granted under the 2005 Equity Incentive Plan, as described under “Long-Term Equity Awards” in the section entitled Compensation Discussion and Analysis. * All share and per share amounts in this table have been restated for the 5% stock dividend distributed in 2023.

  41. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  42. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (Number Exercisable) | Number of Securities Underlying Unexercised Options (Number Unexercisable) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Name | (#)(1) | (#)(1) | (#) | ($) | | (#) | ($) | (#) | ($) | | John W. Kemper | 14,370 | — | | $26.65 | 1/27/2026 | | | | | | | 18,663 | — | | 40.17 | 1/31/2027 | | | | | | | 14,601 | — | | 43.99 | 1/24/2028 | | | | | | | 43,515 | — | | 47.53 | 1/23/2029 | | | | | | | 8,648 | 25,951 | | 63.10 | 2/2/2032 | | | | | | | — | 30,643 | | 62.90 | 2/1/2033 | | | | | | | | | | | | 149,239(2) | $7,970,855 | | | | Charles G. Kim | 15,948 | — | | $26.65 | 1/27/2026 | | | | | | | 8,764 | — | | 40.17 | 1/31/2027 | | | | | | | 8,892 | — | | 43.99 | 1/24/2028 | | | | | | | 9,108 | — | | 47.53 | 1/23/2029 | | | | | | | 6,440 | 2,153 | | 56.50 | 2/3/2030 | | | | | | | 3,187 | 3,195 | | 58.92 | 2/2/2031 | | | | | | | 1,347 | 4,042 | | 63.10 | 2/2/2032 | | | | | | | | | | | | 35,851(3) | $1,914,802 | | | | Kevin G. Barth | 8,764 | — | | $40.17 | 1/31/2027 | | | | | | | 8,892 | — | | 43.99 | 1/24/2028 | | | | | | | 9,108 | — | | 47.53 | 1/23/2029 | | | | | | | 6,440 | 2,153 | | 56.50 | 2/3/2030 | | | | | | | 3,187 | 3,195 | | 58.92 | 2/2/2031 | | | | | | | | | | | | 38,026(4) | $2,030,969 | | | | Robert S. Holmes | 5,742 | — | | $40.17 | 1/31/2027 | | | | | | | 5,838 | — | | 43.99 | 1/24/2028 | | | | | | | 5,981 | — | | 47.53 | 1/23/2029 | | | | | | | | | | | | 31,907(5) | $1,704,153 | | | | John K. Handy | 1,332 | — | | $43.99 | 1/24/2028 | | | | | | | 5,981 | — | | 47.53 | 1/23/2029 | | | | | | | | | | | | 36,883(6) | $1,969,921 | | |

  43. Outstanding Equity Awards at Fiscal Year-End

    ______________________________________ (1)The amounts contain SARs granted on January 27, 2016, January 31, 2017, January 24, 2018, January 23, 2019, February 3, 2020, February 2, 2021, February 2, 2022 and February 1, 2023. All SARs expire 10 years after the grant date. SARs generally vest 25% on the first anniversary date after the date of grant and an additional 25% exercisable on the following three anniversary dates. (2)Represents restricted stock which vests as to 6,011 shares on January 23, 2024; 8,296 shares on January 31, 2024; 28,315 shares on February 3, 2024; 31,396 shares on February 2, 2025; 5,987 shares on February 3, 2025; 30,870 shares on February 2, 2026; 25,637 shares on February 1, 2027; 5,528 shares on February 2, 2027; and 7,199 shares on February 1, 2028. (3)Represents restricted stock which vests as to 3,048 shares on January 23, 2024; 4,151 shares on January 31, 2024; 4,444 shares on February 3, 2024; 4,263 shares on February 2, 2025; 2,503 shares on February 3, 2025; 7,639 shares on February 2, 2026; 5,325 shares on February 1, 2027; 1,944 shares on February 2, 2027; and 2,534 shares on February 1, 2028. (4)Represents restricted stock which vests as to 3,047 shares on January 23, 2024; 4,151 shares on January 31, 2024; 4,444 shares on February 3, 2024; 4,263 shares on February 2, 2025; 2,503 shares on February 3, 2025; 9,815 shares on February 2, 2026; 5,325 shares on February 1, 2027; 1,944 on February 2, 2027; and 2,534 shares on February 1, 2028. (5)Represents restricted stock which vests as to 2,385 shares on January 23, 2024; 2,076 shares on January 31, 2024; 3,892 shares on February 3, 2024; 3,732 shares on February 2, 2025; 2,020 shares on February 3, 2025; 6,760 shares on February 2, 2026; 3,497 shares on February 1, 2027; 2,874 shares on February 2, 2027; 2,029 shares on February 1, 2028; 1,319 shares on February 2, 2028; and 1,323 shares on February 2, 2029. (6)Represents restricted stock which vests as to 2,301 shares on January 23, 2024; 3,785 shares on January 24, 2024; 4,423 shares on February 3, 2024; 3,793 shares on January 24, 2025; 4,665 shares on February 2, 2025; 1,839 shares on February 3, 2025; 6,953 shares on February 2, 2026; 5,961 shares on February 1, 2027; 1,353 shares on February 2, 2027; and 1,810 shares on February 1, 2028. * All share and per share amounts in this table have been restated for the 5% stock dividend distributed in 2023.

  44. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023

  45. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | John W. Kemper | — | $— | 38,252 | $2,404,837 | | Charles G. Kim | — | — | 12,167 | 766,190 | | Kevin G. Barth | — | — | 12,166 | 766,127 | | Robert S. Holmes | — | — | 7,593 | 477,857 | | John K. Handy | — | — | 9,229 | 579,656 |

  46. Option Exercises and Stock Vested in 2023

    _______________________________________ (1)The dollar amount realized upon exercise is calculated by multiplying the number of shares times the difference between the market price of the underlying securities at exercise and the exercise price of the option. (2)The aggregate dollar amount realized upon vesting is calculated by multiplying the number of shares of stock by the market value of the underlying shares on the vesting date. * All share amounts in this table have been restated for the 5% stock dividend distributed in 2023.

  47. Pension Benefits in 2023

    Pension Benefits in 2023 The following table summarizes information for the Retirement Plan and the "Pre-2005 Benefit" portion of the CERP for each of our NEOs.

  48. Pension Benefits in 2023

    | | | Number of Years of Credited Service | Present Value of Accumulated Benefit | Payments During Last Fiscal Year | | Name | Plan Name | (#)(2) | ($)(3) | ($) | | John W. Kemper | Retirement Plan | N/A | $— | $— | | | CERP(1) | N/A | — | — | | Charles G. Kim | Retirement Plan | 14 | 454,159 | — | | | CERP(1) | 14 | — | — | | Kevin G. Barth | Retirement Plan | 20 | 440,056 | — | | | CERP(1) | 20 | — | — | | Robert S. Holmes | Retirement Plan | N/A | — | — | | | CERP(1) | N/A | — | — | | John K. Handy | Retirement Plan | 4 | 74,027 | — | | | CERP(1) | N/A | — | — |

  49. Pension Benefits in 2023

    (1)Information presented pertains to the “Pre-2005 Benefit” portion of the CERP. (2)The “Number of Years of Credited Service” is less than actual years of service because service prior to membership in the plans and service after December 31, 2004 (the date the plans were frozen) is excluded from credited service. The actual years of service for Messrs. John W. Kemper, Charles G. Kim, Kevin G. Barth, Robert S. Holmes and John K. Handy are 16, 34, 40, 8, and 24, respectively. (3)The present value of the benefits shown is based on a 4.98% interest rate and the Pri-2012 white collar mortality table projected using the generational MP2021 projection scale, assuming benefits commence at normal retirement age of 65.

  50. Pension Benefits Table Narrative

    Pension Benefits Table Narrative The Company maintains the Retirement Plan, which is a tax-qualified defined benefit plan that provides retirement benefits to all employees who completed one year of service and attained age 21 prior to July 1, 2004. Participation in the Retirement Plan was frozen on December 31, 2004. Benefits under the Retirement Plan were partially frozen on December 31, 2004, and fully frozen on December 31, 2010, as described below. The Retirement Plan provides benefits based upon compensation, age and years of participation. Effective January 1, 1995, benefits were provided under a cash balance formula. Under this formula, a retirement account balance is maintained for each participant. At the end of each plan year beginning after December 31, 1994 and ending December 31, 2004, the participant’s account was credited with a cash balance amount equal to a percentage of compensation for the year plus the same percentage of compensation in excess of 50% of the Social Security taxable wage base for the year. Compensation for this purpose is limited by Section 401(a)(17) of the Internal Revenue Code ($205,000 in 2004). The applicable percentage is determined by the sum of the participant’s age and years of participation in the Retirement Plan at the beginning of the plan year, and ranged from 1% for a sum of less than 30 to 4% for a sum of 75 or more. Interest is credited to the participant’s account at the end of each plan year beginning after 1995 at a rate not less than 5% of the account balance at the end of the prior plan year. For 2023, the rate of interest was 5%. Beginning January 1, 2005, no additional cash balance credits will be applied to participants’ accounts. However, for purposes of determining the accrued benefit, interest will continue to be credited to each participant’s account until Normal Retirement Date. Effective December 31, 2010, the retirement benefits provided from the cash balance formula were frozen. The retirement account balance will be converted to a life annuity based on actuarial factors defined in the Retirement Plan on the later of the participant’s Normal Retirement Date (as defined in the Retirement Plan) or December 31, 2010. This change only impacts benefits for participants who work past their Normal Retirement Date as the interest credit will continue to apply until a participant’s Normal Retirement Date. At retirement, a participant may select from various annual benefit options based on actuarial factors defined in the Retirement Plan. In addition to the cash balance formula described above, a participant will receive an annual benefit equal to his annual benefit accrued through December 31, 1994 under the Retirement Plan’s prior formula, adjusted for increases in the cost of living (but not in excess of 4% per year) for each year of participation after December 31, 1994. Effective December 31, 2010, the benefit under the Retirement Plan’s prior formula was also frozen. The final cost of living increase was given on December 31, 2010, and no future cost of living increases will be provided. Certain participants of the Retirement Plan, including NEOs, will receive a special minimum benefit based on the final five-year average compensation and years of service as of December 31, 2004. The Retirement Plan is fully funded by the Company and participants become fully vested after three years of service. All of the participating NEOs are fully vested. The normal retirement age under the Retirement Plan is 65. None of the NEOs have attained normal retirement age. Reduced benefits are available as early as age 55 with 10 years of service. Benefits are reduced based on the length of time prior to age 65 that retirement occurs. The reduction is 6.67% per year for each of the first five years of early retirement (age 60-64) plus an additional 3.33% per year for each of the next five years (ages 55-59). Of the NEOs, Messrs. Charles G. Kim, Kevin G. Barth, and John K. Handy are currently eligible for early retirement. The estimated annual accrued benefits under the Retirement Plan for Messrs. John W. Kemper, Charles G. Kim, Kevin G. Barth, Robert S. Holmes and John K Handy are $0, $38,721, $36,530, $0, and $7,132 respectively. These benefits are shown in the form of an annual life annuity commencing at age 65. The age 65 life annuity amount is what is paid to participants who continue employment past Normal Retirement Date, once they retire. Since January 1, 1995, the Company has maintained the CERP to provide a non-tax-qualified deferred compensation plan to a select group of executives whose benefits under the Retirement Plan are limited by the Code. The CERP is unfunded and benefits are payable from the assets of the Company. The Board of Directors has designated the CEO as a participant and the CEO has designated other executives, including certain NEOs, as participants. The present value of the benefits shown in the table is based on a 4.98% interest rate and the Pri-2012 white collar base mortality tables for employees and retirees using the generational projection scale MP-2021, assuming benefits commence at normal retirement age (or current age, if later). A participant’s benefit under the CERP is the sum of the “Pre-2005 Benefit” and the “Post-2004 Benefit.” A participant’s benefit under the Pre-2005 Benefit is the amount by which (1) exceeds (2), where (1) is the benefit that would be payable under the Retirement Plan if that benefit were calculated using the participant’s compensation including any incentive compensation deferred under a nonqualified deferred compensation plan maintained by the Company and without regard to the compensation limit of Section 401(a)(17) of the Code; and (2) is the benefit actually payable under the Retirement Plan. Consistent with the Retirement Plan, cash balance formula additions under the CERP were frozen effective January 1, 2005, and cost of living increases were discontinued effective December 31, 2010. None of the current NEOs are eligible to receive the Pre-2005 Benefit. Benefits under the Post-2004 Benefit are in the form of a defined contribution plan, and are described in the narrative accompanying the Nonqualified Deferred Compensation table.

  51. Nonqualified Deferred Compensation in 2023

    Nonqualified Deferred Compensation in 2023 The following table summarizes the contributions and earnings during 2023 for the deferred compensation portion of the EICP and the "Post-2004 Benefit" portion of the CERP.

  52. Nonqualified Deferred Compensation in 2023

    | | | Executive Contributions in 2023 | Registrant Contributions/Company Credits in 2023 | Aggregate Earnings in 2023 | Aggregate Withdrawals / Distributions | Aggregate Balance at 12/31/2023 | | Name | Plan Name | ($) | ($)(2) | ($)(3) | ($) | ($) | | John W. Kemper | EICP | $— | $— | $— | $— | $— | | | CERP(1) | — | 164,089 | 41,490 | — | 1,035,382 | | Charles G. Kim | EICP | — | — | — | — | — | | | CERP(1) | — | 56,859 | 39,191 | — | 879,862 | | Kevin G. Barth | EICP | — | — | (164,777) | — | 2,063,002 | | | CERP(1) | — | 56,859 | 38,836 | — | 872,414 | | Robert S. Holmes | EICP | 20,000 | — | 17,787 | — | 131,727 | | | CERP(1) | — | — | — | — | — | | John K. Handy | EICP | — | — | — | — | — | | | CERP(1) | — | — | — | — | — |

  53. Nonqualified Deferred Compensation in 2023

    _______________________________________ (1)Information presented pertains to the “Post-2004 Benefit” portion of the CERP. (2)Reflects Company contribution credits to the CERP in 2023. These amounts are included in the “All Other Compensation” column of the 2023 Summary Compensation Table. (3)No NEO received preferential or above-market earnings on deferred compensation.

  54. Nonqualified Deferred Compensation Table Narrative

    Nonqualified Deferred Compensation Table Narrative Our NEOs are eligible to participate in a deferred compensation plan that is a part of the EICP. The EICP allows the officers to contribute up to 100% of their annual cash incentive award to this plan and, therefore, defer income tax on these amounts. Participants can select from a number of investment options, which are generally available to other employees in the Company’s 401(k) plan, including a Company stock alternative, to which their deferrals will be credited. Each participant’s account is credited with earnings, or debited with losses, based on performance of those investment options. Benefits are payable in a lump sum or up to ten annual installments. Participants may not make withdrawals during employment. The Post-2004 Benefit portion of the CERP provides for a Company contribution credit on the last day of each plan year beginning on and after January 1, 2005 equal to 7% of the participant’s eligible compensation above the pay limit imposed under the Code for purposes of the Company’s qualified 401(k) retirement plan (the “Participating Investment Plan”) for the year ($330,000 in 2023). The Company may make additional contribution credits to the extent that limitations were imposed on contributions by CERP participants to the Participating Investment Plan due to the nondiscrimination test of Code Section 401(m). No additional contributions were made in 2023. Eligible compensation for the Post-2004 Benefit portion of the CERP generally includes W-2 earnings. Eligible compensation for 2023 in excess of the pay limit imposed under the Code was as follows: Messrs. John W. Kemper $2,344,135; Charles G. Kim $812,277; and Kevin G. Barth $812,277. Note that Robert S. Holmes and John K. Handy were not eligible for the Post-2004 Benefit portion of the CERP during 2023. Each year the Company will credit or debit the participant’s Post-2004 CERP account to reflect deemed earnings. The current rate of earnings credit is fixed at 5%, which corresponds to the rate of interest earned on the cash balance accounts of participants in the Retirement Plan. Benefits are payable in the form of a lump sum or annual installments for up to ten years pursuant to the election of the participant.

  55. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The following table assumes the relevant triggering event occurred on December 31, 2023.

  56. Potential Payments upon Termination or Change of Control

    | Executive Benefits and Payments upon Termination | Voluntary Termination | Normal Retirement | Death | Disability | Qualified Termination After a Change of Control | | John W. Kemper | | | | | | | Compensation: | | | | | | | Salary | $— | $— | $— | $— | $6,909,792(1) | | Bonus | — | — | — | — | 1,642,509(2) | | SARs/option awards | — | — | — | — | —(3) | | Restricted stock awards | — | 5,011,621 | 5,011,621 | 5,011,621 | 7,970,855(4) | | EICP/CERP | 1,035,382 | 1,035,382 | 1,035,382 | 1,035,382 | 1,035,382(5) | | Excise tax reimbursement | — | — | — | — | —(6) | | Benefits: | | | | | | | Retirement plan | — | — | — | — | —(7) | | Post-termination insurance premiums | — | — | — | — | 85,338(8) | | Total | $1,035,382 | $6,047,003 | $6,047,003 | $6,047,003 | $17,643,876 | | Charles G. Kim | | | | | | | Compensation: | | | | | | | Salary | $— | $— | $— | $— | $2,067,094(1) | | Bonus | — | — | — | — | 579,346(2) | | SARs/option awards | — | — | — | — | —(3) | | Restricted stock awards | — | 1,225,813 | 1,225,813 | 1,225,813 | 1,914,802(4) | | EICP/CERP | 879,862 | 879,862 | 879,862 | 879,862 | 879,862(5) | | Excise tax reimbursement | — | — | — | — | —(6) | | Benefits: | | | | | | | Retirement plan | 454,159 | 454,159 | 211,070 | 454,159 | 454,159(7) | | Post-termination insurance premiums | — | — | — | — | 61,339(8) | | Total | $1,334,021 | $2,559,834 | $2,316,745 | $2,559,834 | $5,956,602 |

  57. Potential Payments upon Termination or Change of Control

    | Executive Benefits and Payments upon Termination | Voluntary Termination | Normal Retirement | Death | Disability | Qualified Termination After a Change of Control | | Kevin G. Barth | | | | | | | Compensation: | | | | | | | Salary | $— | $— | $— | $— | $1,493,359(1) | | Bonus | — | — | — | — | 579,346(2) | | SARs/option awards | — | — | — | — | —(3) | | Restricted stock awards | — | 1,285,953 | 1,285,953 | 1,285,953 | 2,030,969(4) | | EICP/CERP | 2,935,416 | 2,935,416 | 2,935,416 | 2,935,416 | 2,935,416(5) | | Excise tax reimbursement | — | — | — | — | —(6) | | Benefits: | | | | | | | Retirement plan | 440,056 | 440,056 | 204,516 | 440,056 | 440,056(7) | | Post-termination insurance premiums | — | — | — | — | 45,774(8) | | Total | $3,375,472 | $4,661,425 | $4,425,885 | $4,661,425 | $7,524,920 | | Robert S. Holmes | | | | | | | Compensation: | | | | | | | Salary | $— | $— | $— | $— | $—(1) | | Bonus | — | — | — | — | —(2) | | SARs/option awards | — | — | — | — | —(3) | | Restricted stock awards | — | 1,020,665 | 1,020,665 | 1,020,665 | 1,704,153(4) | | EICP/CERP | 131,727 | 131,727 | 131,727 | 131,727 | 131,727(5) | | Excise tax reimbursement | — | — | — | — | —(6) | | Benefits: | | | | | | | Retirement plan | — | — | — | — | —(7) | | Post-termination insurance premiums | — | — | — | — | —(8) | | Total | $131,727 | $1,152,392 | $1,152,392 | $1,152,392 | $1,835,880 | | John K. Handy | | | | | | | Compensation: | | | | | | | Salary | $— | $— | $— | $— | $1,394,906(1) | | Bonus | — | — | — | — | 552,960(2) | | SARs/option awards | — | — | — | — | —(3) | | Restricted stock awards | — | 1,284,297 | 1,284,297 | 1,284,297 | 1,969,921(4) | | EICP/CERP | — | — | — | — | —(5) | | Excise tax reimbursement | — | — | — | — | —(6) | | Benefits: | | | | | | | Retirement plan | 74,027 | 74,027 | 34,404 | 74,027 | 74,027(7) | | Post-termination insurance premiums | — | — | — | — | 44,910(8) | | Total | $74,027 | $1,358,324 | $1,318,701 | $1,358,324 | $4,036,724 |

  58. Potential Payments upon Termination or Change of Control

    (1)Salary is calculated as the sum of the prior year base salary plus the average bonus for the prior 3 years, times the "Severance Period" which means the lesser of: (a) three or (b) the quotient of the number of months following termination until the NEO attains age 65, divided by twelve, and is payable upon a qualifying termination. For John K. Handy, the Severance Period is a number of whole and fractional years equal to the lesser of: (a) one and a half or (b) the quotient of the number of months following termination until the NEO attains age 65, divided by twelve. (2)Bonus amount is the greater of (a) the 2022 annual cash incentive paid in 2023, or (b) the 2023 target annual cash incentive under the EICP, not prorated. (3)Under a Change of Control, all unvested SARs and options would become immediately vested. The amount shown is the excess of the market price of our common stock at December 31, 2023 over the exercise price of all unvested SARs and options. (4)It is assumed that all NEOs are eligible for the special vesting rules as of December 31, 2023. Amounts are based on the prorated vested shares at market price at December 31, 2023. (5)The payment under the EICP/CERP is the aggregate balance in each NEO's deferred compensation plan that is assumed to be paid upon either voluntary termination, retirement, death, disability or a Change of Control. (6)Under a Change of Control, the Company is required to reimburse the NEOs, other than John W. Kemper and Robert S. Holmes, for any excise taxes that may be imposed and any other fees and expenses. It was determined that none of the NEOs would be eligible for such payments. (7)Benefits payable under the Retirement Plan are assumed to commence at age 65. The benefit upon death is calculated as a portion of the normal benefit. (8)This amount reflects the net present value of estimated insurance payments to be made by the Company for the NEOs, plus a gross-up for taxes, during the Severance Period.