Benjamin Rassieur III
COMMERCE BANCSHARES INC /MO/About Benjamin F. Rassieur, III
Benjamin F. Rassieur, III, age 70, is President of Paulo Products Company and has served on the Commerce Bancshares, Inc. board since August 1997; he currently chairs the Audit and Risk Committee and also serves on the Committee on Governance/Directors and the Executive Committee . The board has determined he is an independent director under NASDAQ standards . He graduated cum laude from Amherst College with a degree in economics and has community involvement as a Director of Concordance Academy . All directors, including Mr. Rassieur, attended 100% of Board and committee meetings in 2024, and the Board regularly meets in executive session .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paulo Products Company | President | Not disclosed | Leads a heat treating and metal finishing business with six plants in three states and Mexico; company viewed as a leading indicator of economic conditions . |
| Commerce Bank (subsidiary) | Director | Not disclosed | Has been a director of Commerce Bank; long-time service on Audit and Risk Committee . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships | None | — | Other directorships: None . |
| Concordance Academy | Director | Not disclosed | Community involvement disclosed . |
Board Governance
- Independence: The Board determined Mr. Rassieur is independent; only the Kemper family executives/former executive are not independent .
- Committee assignments: Audit and Risk Committee (Chair), Committee on Governance/Directors (member), Executive Committee (member) .
- Audit & Risk scope: Oversees ICFR, auditor independence/performance, internal audit, legal/regulatory compliance, enterprise risk framework, credit review, and the company’s progress on ESG initiatives; receives reports from legal, audit, compliance, credit review, finance, and ERM (which oversees Information Security Strategy Board) .
- Executive Committee: Established by bylaws, meets as necessary, consists of independent and employee directors, and does not have a charter .
- Attendance and engagement: Board held four regular meetings in 2024; all directors attended 100% of Board and committee meetings and attended the 2024 Annual Meeting .
- Lead Independent Director: Chair of the Committee on Governance/Directors serves as Lead Director and chairs executive sessions (distinct from Mr. Rassieur) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $140,000 | All non-employee director fees are credited to the Stock Purchase Plan for Non-Employee Directors and converted monthly into shares; shares issued after year-end . |
| Annual retainer | $20,000 | Paid quarterly; included in total fees . |
| Board meeting fee (per meeting) | $7,500 | Included in total fees . |
| Committee meeting fee (per meeting) | $1,000 | Included in total fees . |
| Year-end additional fee | $75,000 | Included in total fees . |
| Committee chair fee (annual) | $10,000 | Applicable as Audit & Risk Chair; included in total fees . |
| Shares issued for 2024 fees (Jan 2025) | 2,403 shares | Issued pursuant to director plan; directors have no voting/dividend rights until issuance . |
| Director stock ownership requirement | $300,000 | New directors have 5 years; all non-employee directors except Ms. Fowler satisfied as of 12/31/2024, indicating Mr. Rassieur is compliant . |
Performance Compensation
| Program/Metric | Status | Notes |
|---|---|---|
| Performance-based director compensation | Not applicable | Director compensation is fees converted into stock via the Director Plan; no director stock or option awards are shown for 2024; Stock Awards and Option Awards columns are zero for directors . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None . |
| Interlocks/conflicts via compensation committees | Proxy discloses Compensation Committee interlocks; none involve Mr. Rassieur . |
| Executive Committee overlap | Executive Committee includes independent and employee directors and lacks a charter; membership includes Mr. Rassieur alongside David W. Kemper and John W. Kemper . |
Expertise & Qualifications
- Financial and risk oversight: Long-serving audit and risk chair with oversight of ICFR, auditor independence, compliance, enterprise risk, credit review, and ESG progress reporting .
- Industrial/operator perspective: President of a multi-plant industrial manufacturer; management notes his business provides a leading indicator of general economic conditions that inform board oversight .
- Education: Amherst College, economics, cum laude .
- Governance processes: Participates on Governance/Directors Committee, which evaluates candidates, board performance, information quality, independence assessments, and annual meeting agenda; its chair serves as Lead Director .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Benjamin F. Rassieur, III | 37,651 | <1% | Ownership as of 12/31/2024; director plan issuance for 2024 fees was 2,403 shares in Jan 2025 . |
| Pledging/Hedging | Not disclosed; hedging prohibited | — | Company has an anti-hedging policy prohibiting hedging transactions relating to Company common stock . |
Insider Trades
| Date | Transaction | Shares/Units | Notes |
|---|---|---|---|
| January 2025 (issuance) | Director Plan share issuance for 2024 fees | 2,403 | Shares issued under the Director Plan in January 2025 for 2024 fees . |
- Compliance note: The company reports a delinquent Form 4 filing for Mr. Rassieur to report the disposition of stock in one open market transaction (date not specified in proxy) .
Related-Party Exposure
- The proxy details related-party transactions primarily involving Tower Properties and members of the Kemper family; the company terminated Tower contracts effective December 31, 2024 .
- No related-party transactions involving Mr. Rassieur are identified in the proxy’s enumerated related-party transactions .
Say-on-Pay & Shareholder Feedback
- 2024 advisory Say-on-Pay approval was 91%, which the Compensation and Human Resources Committee considered supportive of its compensation philosophy and decisions .
Governance Assessment
- Strengths:
- Independent director and long-tenured Audit & Risk Committee Chair overseeing financial reporting, compliance, enterprise risk, information security, and ESG progress .
- 100% attendance and active committee participation; Board uses executive sessions; governance/nomination processes in place with a Lead Independent Director structure .
- Strong alignment via Director Plan: all cash fees converted monthly into stock; meets $300,000 ownership guideline .
- Watch items:
- Executive Committee has no charter and includes both independent and employee directors; Mr. Rassieur is a member, which investors may monitor for clarity of delegated authority .
- One delinquent Form 4 (single open market disposition) noted for Mr. Rassieur; while administrative, it is a minor compliance blemish to watch for recurrence .
- Broader company related-party dealings (Kemper family/Tower Properties) were terminated end-2024; not involving Mr. Rassieur, but relevant to overall governance context .
Overall, Mr. Rassieur’s profile signals credible board oversight in risk and audit matters with full attendance and meaningful equity alignment through a stock-centric director pay structure, with limited red flags specific to him beyond a one-time late Form 4 filing .