Jonathan Kemper
COMMERCE BANCSHARES INC /MO/About Jonathan M. Kemper
Jonathan M. Kemper, 71, is a long‑tenured director of Commerce Bancshares, Inc. (CBSH) serving since 1997; he is a retired Chairman Emeritus of Commerce Bank’s Kansas City region with prior roles at Citicorp, the Federal Reserve Bank of New York, and M.A. Schapiro & Co. He holds an A.B. from Harvard College and an M.B.A. from Harvard Business School; he served on the Federal Advisory Council to the Federal Reserve Board from 2012–2015 . He is not independent under NASDAQ rules due to his status as a former employee; he is also the brother of Executive Chairman David W. Kemper and uncle of CEO John W. Kemper .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Commerce Bank, Kansas City Region | Chairman Emeritus (retired) | Transitioned from day‑to‑day responsibilities in Aug 2018 | Recognized community leader in one of the company’s largest markets; brings expertise in current and emerging technologies . |
| Citicorp; Federal Reserve Bank of New York; M.A. Schapiro & Co. | Various positions (prior to Commerce) | Not disclosed | Financial industry experience prior to joining Commerce . |
| Federal Advisory Council to the Federal Reserve Board | Council Member | Jan 2012 – Dec 2015 | Advised FRB; underscores regulatory and macro perspective . |
External Roles
| Organization | Role | Since | Notes / Potential Interlocks |
|---|---|---|---|
| Tower Properties Company | Non‑Executive Chairman | Apr 2005 | Kemper family (Jonathan, David W., John W. and immediate families) beneficially own ~66% of Tower; CBSH terminated service contracts with Tower effective Dec 31, 2024 after related‑party payments in 2024 (see Related‑Party section) . |
Board Governance
- Class/tenure: Director since 1997; currently a continuing 2027 Class director .
- Independence: Not independent (former employee) .
- Committees: None (CBSH’s standing committees—Audit & Risk; Compensation & HR; Governance/Directors—comprised solely of independent directors) .
- Attendance: All directors attended 100% of Board and committee meetings in 2024; Board met four times; all directors also attended the 2024 annual meeting .
- Lead independent director: Chair of Governance/Directors serves as Lead Director (role held by Earl H. Devanny, III through Apr 25, 2025) .
Fixed Compensation (Director)
- Structure (applies to all non‑employee directors): Annual cash retainer $20,000; Board meeting fee $7,500 per meeting; committee meeting fee $1,000; additional annual fee $75,000; committee chair fee $10,000; all fees are credited monthly and automatically converted into CBSH shares under the Stock Purchase Plan for Non‑Employee Directors; shares are issued after year‑end (no voting/dividends until issuance) .
- Stock ownership guideline: $300,000 for non‑employee directors; all were in compliance as of Dec 31, 2024 except June McAllister Fowler (has until 2027) .
| Item | 2024 Amount |
|---|---|
| Fees earned or paid in cash (credited and converted to stock) | $125,000 |
| Stock awards | — (director compensation paid in cash and converted to stock monthly under the plan) |
| Option awards | — |
| Total 2024 director compensation | $125,000 |
| Shares issued in Jan 2025 for 2024 fees | 2,108 shares |
Performance Compensation (Director)
| Component | Structure | 2024 Detail |
|---|---|---|
| Performance‑based equity (PSUs/metrics) | Not used for non‑employee directors | None disclosed; director equity arises only via monthly share purchases from cash fees under the Director Plan . |
| Options/SARs (director grants) | Not used for non‑employee directors | None . |
Other Directorships & Interlocks
| Company | Public/Registered | Role | Notes |
|---|---|---|---|
| Tower Properties Company | Included in “Other Directorships” disclosure | Non‑Executive Chairman | Family beneficial ownership ~66%; related‑party services to CBSH were terminated as of Dec 31, 2024 (see below) . |
Expertise & Qualifications
- Education: Harvard College (A.B.); Harvard Business School (M.B.A.) .
- Domain expertise: Longstanding banking/operator experience; regulatory advisory experience (Federal Advisory Council 2012–2015); technology awareness cited by board .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 1,351,742 | As of Dec 31, 2024 (beneficial ownership table) . |
| Percent of class | 1.3% | As disclosed in ownership table . |
| Shares acquirable within 60 days (SARs) | 26,200 | SARs counted on a net basis at Dec 31, 2024 . |
| Shared voting/investment power | 108,755 shares | Shared power category per table . |
| Corporate holdings (Tower‑related entity) | 270,564 shares | Owned by a corporation where Jonathan, David W., and John W. are shareholders/directors; they disclaim beneficial ownership except to extent of pecuniary interest . |
| Director plan share issuance (Jan 2025 for 2024 fees) | 2,108 shares | From automatic monthly conversion of director fees . |
| Pledging/hedging | No pledging disclosure; anti‑hedging policy in equity award agreements for executives (policy cited broadly) . |
Related‑Party Transactions (Conflict Review)
- Tower Properties Company (family‑controlled at ~66%): In 2024, CBSH (or subs) paid Tower $16,000 (leasing agent fees), $125,000 (parking), $165,000 (property construction management), and $2,342,000 (building management). Contracts (management services effective Jan 1, 2018; consulting services effective Dec 4, 2020) were disclosed to Audit & Risk and the Board. Contracts with Tower were terminated effective Dec 31, 2024 (mitigating action) .
- Family compensation: 2024 retirement benefits to Jonathan Kemper (retired Chairman Emeritus) of $130,528; 2024 salary/compensation to Charlotte Kemper Black (his daughter) of $232,278 at Commerce Bank .
- Ordinary‑course relationships: Deposits and some loans to related parties on substantially the same terms as comparable non‑related transactions .
- Policy oversight: CBSH has a formal Related Party Transaction Policy and annual processes to identify and evaluate such transactions; related parties do not participate in approvals .
Say‑on‑Pay & Shareholder Feedback (Board Oversight Signal)
- 2025 annual meeting: Say‑on‑pay passed with 89,595,192 for; 7,496,037 against; 482,577 abstain .
- Prior cycle: CD&A notes 91% approval for 2024 “say‑on‑pay,” which the Compensation & HR Committee considered supportive of its approach .
Governance Assessment
- Independence and committee service: Not independent (former employee/family relationship), and accordingly not assigned to standing committees that require independence—reduces direct influence over audit, compensation, and governance processes; mitigated by independent‑only committee composition and a Lead Director structure .
- Attendance/engagement: Strong—100% attendance for all directors in 2024; Board met four times; directors also attended the 2024 annual meeting .
- Ownership alignment: High personal stake (1.3% of shares; 1,351,742 shares), ongoing accumulation via director fee‑to‑stock plan, and compliance with the $300,000 director ownership guideline point to strong alignment; no pledging disclosed; anti‑hedging policy in place .
- Related‑party exposure (RED FLAG historical): Material historical payments to family‑controlled Tower Properties presented conflict optics; the company terminated these contracts effective Dec 31, 2024, which is a meaningful governance improvement. Ongoing monitoring is warranted given family influence and other family employment relationships disclosed .
- Shareholder support signal: Recent “say‑on‑pay” approvals indicate broad shareholder support for compensation oversight; still, investors often discount independence when significant family control/influence exists on the board .
- Compliance/disclosure: Robust policies on related‑party transactions and insider trading/anti‑hedging and executive clawback signal sound governance frameworks; no Section 16 filing delinquencies reported for Jonathan in 2024 (only certain other directors/officers noted) .
Overall: Jonathan M. Kemper brings deep institutional and regulatory experience and sizable ownership, but he is not independent and has family ties. The historical Tower Properties transactions (now terminated) were a notable red flag; termination reduces conflict risk. Continued emphasis on independent committees, disclosure, and avoidance of new related‑party arrangements will be key to investor confidence .