June McAllister Fowler
COMMERCE BANCSHARES INC /MO/About June McAllister Fowler
June McAllister Fowler (age 68) is an independent director of Commerce Bancshares, Inc. (CBSH) since April 2022. She is the retired Senior Vice President of Communications, Marketing and Public Affairs of BJC HealthCare, with prior roles at Mallinckrodt and St. Louis County government (including serving as Director of the Department of Planning). She holds a master’s in urban affairs from Washington University in St. Louis and a bachelor’s degree from the University of Missouri–Columbia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BJC HealthCare | SVP, Communications, Marketing & Public Affairs | Retired Dec 2021 | Led media relations, executive communications, community benefit/affairs, government/external relations, corporate marketing, web/media services; oversight of broad comms portfolio |
| Mallinckrodt | Senior Director, Communications & Community Affairs | Not disclosed | Corporate communications and community affairs leadership |
| St. Louis County Government | Urban Planner; Director, Department of Planning | Not disclosed | Government planning leadership; public sector experience |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| Cortex Innovation | Board Chair | Current | Board leadership in innovation ecosystem |
| Missouri Botanical Garden | Vice Chair | Current | Governance role at major nonprofit |
| The Muny (outdoor theater) | Board Member | Current | Cultural institution governance |
| St. Louis International Airport Commission | Commissioner/Board | Current | Public infrastructure oversight |
| KIPP St. Louis Public Charter School | Immediate Past Board Chair | Recent past | Education nonprofit governance |
| Citizens for Modern Transit | Immediate Past Chair | Recent past | Transit advocacy organization |
| Washington University Public Affairs National Council | Member | Past | University advisory role |
| Federal Reserve Bank of St. Louis, Health Care Industry Council | Member | Past | Health-care industry advisory role |
| Girl Scouts of Eastern Missouri | Past Chair | Past | Youth development nonprofit leadership |
| Metropolitan Association for Philanthropy | Past Chair | Past | Philanthropy leadership |
Board Governance
- Committee assignments: Compensation and Human Resources Committee (member) .
- Chair roles: None (Compensation Committee Chair is Terry D. Bassham; Lead Director is Earl H. Devanny, III via Governance/Directors) .
- Independence: Board determined Fowler is an independent, non‑employee director under NASDAQ rules .
- Attendance: All directors attended 100% of Board and Committee meetings in 2024; Board met four times and held executive sessions with independent directors .
- Annual meeting participation: All directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | 2024 Amount/Structure | Notes |
|---|---|---|
| Annual retainer | $20,000 (paid quarterly) | Applies to non-employee directors |
| Board meeting fee | $7,500 per meeting | In-person or virtual |
| Committee meeting fee | $1,000 per meeting | For committee membership |
| Additional annual fee | $75,000 (year-end) | Lump sum at end of calendar year |
| Committee chair fee | $10,000 per year | For chair service (not applicable to Fowler) |
| 2024 total fees earned (Fowler) | $126,000 | Credited in Director Plan and converted monthly to shares |
| Shares issued for 2024 fees (Jan 2025) | 2,129 shares to Fowler | Company common shares under Director Plan |
- Director Stock Purchase Plan: Fees are credited monthly and converted into whole shares at month-end; shares issued annually; no voting/dividends until issuance .
Performance Compensation
- Director compensation does not include performance-based components (no RSUs/PSUs or option awards for directors; fees are converted to stock via the Director Plan). No director-specific performance metrics are disclosed for compensation .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None for Fowler (Other Directorships: None) |
| Committee interlocks | Compensation Committee comprised solely of independent directors; no officer/employee participation; noted external board overlap exists between David W. Kemper and Christine B. Taylor at The Crawford Group, Inc., but Fowler is not implicated |
Expertise & Qualifications
- Sector expertise: Health care industry and public policy communications; government/community relations .
- Education: Master’s in urban affairs (Washington University in St. Louis); bachelor’s degree (University of Missouri–Columbia) .
- Board-relevant skills: Communications strategy, government/community relations, stakeholder engagement; adds healthcare market insight to bank’s target industries .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (Dec 31, 2024) | 4,274 shares | As reported in security ownership table |
| Director ownership guideline | $300,000 holding requirement | Non-employee director guideline |
| Compliance status | Not yet; has until 2027 to comply | New directors have 5 years; exception for Fowler noted |
| Shares issued Jan 2025 for 2024 fees | 2,129 shares | Under Director Plan |
| Section 16 filings | No delinquent filings identified for Fowler | Delinquency list excludes Fowler |
RED FLAG monitoring: No pledging or hedging by directors is disclosed, and the Company maintains an anti-hedging policy for equity award recipients; repricing of underwater options is prohibited .
Governance Assessment
- Board effectiveness: Fowler strengthens board diversity of experience with deep health care, government relations, and communications expertise; she sits on the Compensation and Human Resources Committee, which met once in 2024 and is fully independent, with transparent charter and processes .
- Independence & engagement: Explicitly determined independent; 100% attendance in 2024; participates in executive sessions by Board practice, supporting independent oversight .
- Compensation alignment: Director pay is cash-based with monthly conversion to stock, enhancing alignment; no performance pay or options for directors; 2024 total fees of $126,000 and shares issued reinforce skin-in-the-game via the Director Plan .
- Ownership guideline: $300,000 guideline promotes alignment; Fowler is within the 5-year window (until 2027), a watchpoint for investors to monitor ongoing accumulation toward guideline compliance .
- Conflicts/related-party: No related-party transactions noted for Fowler; Company’s policy and board-level review appear robust. Identified related-party transactions center on Kemper family/Tower Properties, which were terminated effective Dec 31, 2024—reducing conflict risk; Fowler not involved .
- Say-on-Pay signal: 2024 say‑on‑pay approval was 91%, indicating broad shareholder support for compensation governance under the committee where Fowler serves .
Overall signal: Fowler’s profile supports board diversity and stakeholder engagement, with clean independence and attendance records. Key monitoring items are continued progress toward the $300,000 ownership guideline (due by 2027) and sustained committee engagement as compensation oversight remains a focus for investors .