Blackford Brauer
COMMERCE BANCSHARES INC /MO/About Blackford F. Brauer
Blackford F. Brauer (age 48) is an independent director of Commerce Bancshares, Inc. (CBSH) since May 2022. He is President of Hunter Engineering Company, bringing business strategy and internal controls expertise and insight into automotive capital equipment markets. He holds an MBA from Northwestern University and a BA in Economics from Princeton University, and previously served on Commerce Bank’s St. Louis Advisory Board (2009–2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hunter Engineering Company | President | Current | Leads a U.S.-based manufacturer used in workshops in 100+ countries; brings strategy and internal controls expertise |
| Commerce Bank St. Louis Advisory Board | Advisory Board Member | 2009–2022 | Provided market and client insight to bank leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Donald Danforth Plant Science Center | Director | Current | Non-profit board service |
| Washington University | Trustee | Current | Non-profit governance |
Board Governance
- Independence: Board determined Brauer is an independent, non‑employee director under NASDAQ rules .
- Committee assignments: Audit & Risk Committee member; not a chair. Current Audit & Risk Committee members: Benjamin F. Rassieur III (Chair), Blackford F. Brauer, Karen L. Daniel, Todd R. Schnuck .
- Attendance: All directors attended 100% of Board and committee meetings in 2024; all directors attended the 2024 Annual Meeting (Apr 17, 2024). The Board regularly holds executive sessions without employee directors .
- Lead Independent Director: The Chairman of the Governance/Directors Committee serves as Lead Director; in 2024 this was Earl H. Devanny III (retired Apr 25, 2025) .
Fixed Compensation
Director pay is delivered via the Stock Purchase Plan for Non‑Employee Directors; cash fees are credited monthly and converted to shares at month-end, with shares issued after year‑end (aligns director interests with shareholders) .
| Component | CBSH Director Rate/Structure | Blackford F. Brauer 2024 Amount |
|---|---|---|
| Annual retainer (cash, quarterly) | $20,000 | Included in total |
| Board meeting fee (per meeting) | $7,500 (in-person or virtual) | Included in total |
| Committee meeting fee (per meeting) | $1,000 | Included in total |
| Additional annual fee (year-end) | $75,000 | Included in total |
| Committee chair fee (if applicable) | $10,000 | N/A (not a chair) |
| Total fees earned (credited to Director Plan) | — | $129,000 |
| Shares issued in Jan 2025 for 2024 fees | — | 2,180 shares |
| Director stock ownership guideline | $300,000 required within 5 years; all non‑employee directors except June M. Fowler comply as of 12/31/2024 | In compliance |
Performance Compensation
| Performance-linked element | Details |
|---|---|
| Equity awards (RSUs/PSUs) to directors | None disclosed; director compensation delivered via cash fees invested monthly into CBSH stock under the Director Plan (not performance-conditioned) |
| Options to directors | None disclosed |
| Performance metrics tied to director pay | None disclosed |
Other Directorships & Interlocks
| Category | Item | Detail |
|---|---|---|
| Public company directorships (current/past 5 yrs) | None | “Other Directorships: None” in Brauer bio |
| Interlocks (comp committee/board overlaps) | None involving Brauer | Compensation Committee interlocks disclosure notes David W. Kemper on The Crawford Group board and Christine B. Taylor as director there; not related to Brauer |
Expertise & Qualifications
- Industry expertise: Automotive capital equipment; global operations exposure through Hunter Engineering .
- Functional expertise: Business strategy and internal controls .
- Education: MBA (Northwestern University), BA in Economics (Princeton University) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 40,849 shares (less than 1% of class) |
| Vested vs. unvested | Not applicable to directors (no RSUs/PSUs disclosed for directors) |
| Shares received for 2024 Director Plan credits | 2,180 shares issued January 2025 |
| Pledging/hedging | Company policy expressly prohibits hedging of company stock; insider trading policy governs director transactions |
| Director ownership guideline compliance | Non‑employee directors (including Brauer) met $300,000 guideline as of 12/31/2024 (except June M. Fowler, with 2027 deadline) |
Governance Assessment
- Strengths: Independent status; 100% attendance; Audit & Risk Committee membership (risk oversight depth); Director Plan’s monthly share conversion aligns pay with shareholder returns .
- Alignment: Director pay credited and converted to CBSH shares monthly; annual issuance of shares (2,180 for 2024) supports skin‑in‑the‑game .
- Conflicts: No related‑party transactions involving Brauer identified; Tower Properties arrangements involved Kemper family and were terminated effective 12/31/2024 .
- Risk indicators: No Section 16(a) delinquency reported for Brauer; company prohibits hedging and repricing of underwater options; robust clawback policy for executives (context) .
Say‑on‑Pay & Shareholder Feedback (context)
- 2025 AGM (Apr 25, 2025): Say‑on‑Pay passed with 89,595,192 For; 7,496,037 Against; 482,577 Abstain; broker non‑votes 21,100,523 .
- 2024 AGM (Apr 17, 2024): Say‑on‑Pay passed with 86,062,202 For; 8,088,604 Against; 563,031 Abstain; broker non‑votes 20,299,454 .
- Compensation Committee noted 91% approval for 2024 compensation during its review process .
Compensation Committee Analysis (context)
- Committee composition: Terry D. Bassham (Chair), W. Kyle Chapman, June McAllister Fowler; all independent; met once in 2024 .
- Independent consultant usage: Willis Towers Watson (WTW) used for executive benchmarking and incentive risk assessment refresh (2018, 2022); 2024 program assessed with no major concerns .
- Interlocks/conflicts: No comp committee member served as a company officer; disclosed overlap of David W. Kemper on The Crawford Group, Inc. where Christine B. Taylor is a director (not a Brauer conflict) .
Related Party Transactions (conflict check)
- No transactions identified involving Brauer; Board policy governs identification/approval and prohibits related parties from participating in approvals. Tower Properties arrangements tied to Kemper family were terminated as of 12/31/2024 .
Risk Indicators & Red Flags
- Red flags observed: None specific to Brauer. Company disclosed certain Section 16 delinquencies not involving Brauer; hedging prohibited; no director equity repricing; robust policies on clawbacks, equity grant timing, and executive session governance .