Karen Daniel
COMMERCE BANCSHARES INC /MO/About Karen L. Daniel
Karen L. Daniel (67) is an independent director of Commerce Bancshares, Inc. (CBSH) since January 2018, and a former CFO and Executive Director of Black & Veatch with 30+ years in finance, audit, and enterprise risk. She holds a bachelor’s from Northwest Missouri State University and a master’s in accounting from the University of Missouri–Kansas City; she spent 11 years at Peat Marwick (KPMG), rising to Senior Audit Manager. She is designated by the Board as an Audit & Risk Committee financial expert and a Regulation YY “risk expert,” and attended 100% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Black & Veatch | Chief Financial Officer; Executive Director; President, Global Finance & Technology Solutions | Joined 1992; CFO 1999; Board 2006; retired July 2018 | Led global finance and IT; developed and executed business strategies |
| Peat Marwick (KPMG) | Senior Audit Manager | 11 years (pre-1992) | Audit leadership, accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Snap-on, Inc. | Director | Since 2005 | Public company board |
| Teladoc Health, Inc. | Director | Since 2020 | Public company board |
| KC2026 (FIFA World Cup KC) | President, Board of Directors | Appointed 2023 | Regional event delivery leadership |
| Giant Eagle; KC Campus for Animal Care; KC Royals Foundation; Ewing Marion Kauffman Foundation; KC Chamber (2017 Chair) | Board/Leadership roles | Various | Philanthropic and civic engagement |
| Former Vice-Chair, President Obama’s Advisory Council on Doing Business in Africa | Vice-Chair | Past | International trade advisory experience |
Board Governance
- Independence: Determined independent under NASDAQ standards; non-employee director .
- Committees: Audit & Risk Committee member; Board recognized her as “financial expert” and “risk expert” for Audit & Risk oversight .
- Attendance and Engagement: Board met 4 times in 2024; all Directors attended 100% of Board and committees on which they served; Board regularly holds executive sessions .
- Lead Independent Director: Earl H. Devanny III chairs the Committee on Governance/Directors and serves as Lead Director .
- Risk Oversight: Audit & Risk Committee is the primary vehicle for risk oversight, reviewing internal controls, compliance, credit review, ERM, and information security; annual approval of Risk Appetite Statement .
Fixed Compensation (Director)
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual retainer (cash) | $20,000 | Paid quarterly; all fees credited to Director Plan account |
| Board meeting fee | $7,500 per meeting | In-person or virtual; credited monthly to stock under Director Plan |
| Committee meeting fee | $1,000 per meeting | Credited to Director Plan |
| Additional annual fee | $75,000 at year-end | Credited to Director Plan |
| Committee chair fee | $10,000 annually | Not applicable to Daniel (not a chair) |
| 2024 total fees (Daniel) | $129,000 | Earned for 2024 service |
| Shares issued (Jan 2025 for 2024 fees) | 2,181 shares to Daniel | Shares issued annually; monthly cash credits converted to shares at month-end |
Performance Compensation
- Non-employee directors receive fees invested via the Stock Purchase Plan; no performance-based metrics or option/RSU awards are disclosed for directors .
- Executive incentive program (oversight relevance): Company uses four metrics for NEO bonuses—Net Income, PPNR, Revenue, and ROE vs a 19-bank peer group; EICP funding can range from 0% to 164% of target, with ROE payout by quartile .
| Executive EICP Metrics (Oversight) | Target Basis | Payout Structure |
|---|---|---|
| Net Income | Annual budget | Threshold–Target–Max scale |
| Pre-Provision Net Revenue (PPNR) | Annual budget | Threshold–Target–Max scale |
| Revenue | Annual budget | Threshold–Target–Max scale |
| ROE vs 19 peers | Top quartile target | Quartile-based payout |
Other Directorships & Interlocks
| Entity | Type | Status | Interlocks/Notes |
|---|---|---|---|
| Snap-on, Inc. | Public | Current director | No disclosed CBSH interlock |
| Teladoc Health, Inc. | Public | Current director | No disclosed CBSH interlock |
| Crawford Group, Inc. | Private | Not Daniel | Interlock exists between David W. Kemper and Christine B. Taylor; not involving Daniel |
Expertise & Qualifications
- CFO, audit, and enterprise risk leadership; designated Audit & Risk Committee financial and risk expert .
- Education: Bachelor’s (Northwest Missouri State), Master’s in accounting (UMKC) .
- Sector exposure: Infrastructure/engineering (Black & Veatch), healthcare (civic roles), technology governance, and public board experience (Snap-on, Teladoc) .
Equity Ownership
| Item | Value | Source/Notes |
|---|---|---|
| Beneficial ownership (Daniel) | 14,716 shares | As of Dec 31, 2024 |
| Shares outstanding | 134,074,101 | Record date Feb 26, 2025 |
| Ownership as % of outstanding | ~0.011% | Calculated from 14,716 / 134,074,101 |
| Director stock ownership guideline | $300,000 value requirement | 5-year compliance window for new directors |
| Compliance status (Dec 31, 2024) | In compliance | All non-employee directors except June M. Fowler met guideline |
| Section 16(a) filing status (2024) | No delinquency reported for Daniel | Delinquencies noted for other individuals; none for Daniel |
Governance Assessment
- Strengths: Independence; Audit & Risk Committee financial/risk expert designation; 100% attendance; director fees converted monthly into stock fostering alignment; anti-hedging policy and clawback framework; robust risk oversight via Audit & Risk .
- Compensation oversight signals: EICP uses balanced metrics and peer-relative ROE; 2024 Say-on-Pay approval at 91% suggests investor support for pay practices .
- Ownership alignment: Personal beneficial ownership and compliance with director ownership guideline; annual issuance of shares for fees increases skin-in-the-game over time .
- Potential red flags: No related-party transactions identified involving Daniel. Broader governance optics include Kemper family related-party arrangements with Tower Properties (terminated Dec 31, 2024); these do not involve Daniel but are relevant to board oversight .
- Engagement: Board holds regular executive sessions; Lead Director structure in place; Audit & Risk met four times in 2024 and is primary risk oversight body .