Kevin Barth
COMMERCE BANCSHARES INC /MO/About Kevin Barth
Kevin G. Barth (age 64) serves as Executive Vice President of Commerce Bancshares, Inc. (since April 2005) and Community President & Chief Executive Officer of Commerce Bank (since October 1998) . Barth is a long-tenured commercial banking operator who oversees key community banking functions, with background details formally disclosed via executive officer profiles rather than expanded bios. Pay-for-performance at Commerce ties NEO incentives to company-level Net Income, Pre-Provision Net Revenue (PPNR), Revenue, and Return on Equity (ROE) versus peers . Over 2020–2023, Commerce reported Actual Revenue of $1,346,746k, $1,425,876k, $1,509,226k, and $1,586,159k, with Net Income of $353,885k, $540,590k, $500,020k, and $485,177k, respectively; TSR for a fixed $100 investment was $103.49, $115.42, $121.89, and $102.51, while peer TSR was $91.34, $124.82, $116.18, and $115.72 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Commerce Bancshares, Inc. | Executive Vice President | Since Apr 2005 | Senior executive oversight of business lines and community banking operations |
| Commerce Bank | Community President & CEO | Since Oct 1998 | Leadership of community banking franchise; growth and operating execution |
| Commerce Bancshares/Commerce Bank | Senior VP, Officer (prior roles) | Pre-1998 (dates not specified) | Progression through senior operating roles, foundation for current remit |
External Roles
No external public-company directorships or committee positions are disclosed for Barth in the provided filings. Executive officer disclosures list current positions only .
Fixed Compensation
Multi-year cash and grant detail:
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 559,367 | 578,641 | 601,093 (effective Mar 29, 2025) |
| Target Bonus % of Salary | 70% | 80% | — |
| Actual Annual Bonus Paid ($) | 327,599 | 705,904 | — |
| Stock Awards – Grant Date Fair Value ($) | 494,294 | 509,436 | — |
| Stock Awards – Shares Granted (#) | 7,859 (RSA) | 10,263 (RSA) | 7,946 (RSA) |
| Option/SAR Awards – Grant Date Fair Value ($) | — (no new SARs) | — (no new SARs) | — |
| Option/SAR Units Granted (#) | — | — | — |
Other compensation (selected components): Company CERP credits ($56,859 in 2023; $39,536 in 2024), 401(k) match ($22,500 in 2023; $23,000 in 2024), and life insurance premiums ($3,564 in both years) . Perquisites include club dues reimbursement, long-term care insurance premiums, and cell phone reimbursements; no tax gross-ups on perquisites .
Performance Compensation
Annual cash incentive plan (EICP) design emphasizes company-level results.
2023 EICP structure and outcome:
| Metric | Weight | Target | Actual | Payout Basis | Notes |
|---|---|---|---|---|---|
| Net Income | 30% | $506M payout “100%” level | $490M | Scaled around target; below-threshold reduced to 0% | Committee adjusted to remove $16M FDIC special assessment from certain metrics |
| PPNR | 30% | $691M payout “100%” level | $656M | Scaled around target; below-threshold reduced to 0% | Adjustment noted above |
| Revenue | 20% | $1.60B | $1.59B | 0%–120% scale; ±5% for each ±1% vs target | — |
| ROE vs peers (19 banks) | 20% | Top quartile (≥75th percentile) | Achieved ≥75th percentile | Discrete quartile payout | Peer banks listed (Ameris, UMB, etc.) |
- 2023 calculated Company Performance Factor payout was 82.9% of target; Barth is measured 100% on company factor for 2023 .
- 2024 metrics remained Net Income, PPNR, Revenue, and ROE vs peers; targets set at budget (Net Income, PPNR, Revenue) and top quartile ROE; EICP funding range 0%–164% of target .
Long-term equity awards:
- Annual Long-Term Restricted Stock (5-year cliff, subject to cumulative positive net income) based on 35% of average bonus targets times average company performance factor over prior 3 years .
- Current Year Restricted Stock vests at 4 years; NEOs choose mix among RSAs/SARs; Barth elected 100% RSAs in 2024 . SARs generally 4-year ratable vest; all equity requires cumulative positive net income to vest .
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Beneficial Ownership (12/31/2024) | 159,894 shares; less than 1% of class |
| SARs Exercisable within 60 Days | 11,120 shares (net basis at 12/31/2024) |
| Unvested Restricted Stock (12/31/2024) | 37,966 shares; market value $2,365,661 |
| Upcoming Restricted Stock Vesting (select dates) | 4,478 (Feb 2, 2025); 2,628 (Feb 3, 2025); 10,305 (Feb 2, 2026); 5,591 (Feb 1, 2027); 2,041 (Feb 2, 2027); 6,748 (Jan 31, 2028); 2,660 (Feb 1, 2028); 3,515 (Jan 31, 2029) |
| Stock Ownership Guidelines | Executive Vice President must hold 2× base salary; all NEOs exceeded requirements as of 12/31/2024 |
| Anti-Hedging & Clawback | Anti-hedging policy. Clawback applies to incentive comp upon restatement; recovery regardless of misconduct; policy adopted Oct 2023 |
| Pledging | No specific disclosure of pledging of Barth’s shares; company-level collateral pledging of securities pertains to liquidity operations, not insider share pledging |
Insider activity indicators:
- Option/SAR exercises: none for Barth in 2024; stock awards vested 12,224 shares valued at $606,866 . In 2023, 12,166 shares vested valued at $766,127 .
- Outstanding SARs from prior years remain (exercise prices: $40.17, $43.99, $47.53, $56.50, $58.92; selected tranches shown) .
Deferred compensation and retirement:
- EICP/CERP balances (12/31/2024): EICP $2,483,503; CERP $955,570; 2024 CERP credit $39,536; 2024 aggregate earnings $43,620 .
- Retirement Plan present value: $448,473; estimated age-65 annual annuity: $36,530 .
Employment Terms
- Employment Agreements: None; post-termination arrangements disclosed via plan documents and severance agreements .
- Severance & Change-of-Control: Double-trigger agreements for all NEOs except Holmes; Barth eligible for:
- Lump sum: 3× (prior-year base salary + average bonus over prior 3 years), plus lump sum of greater of prior-year actual or current-year target bonus .
- Continuation of health, life, disability during severance period (to age 65 or up to 3 years); gross-up for taxes on benefits .
- Loan mechanism to cover option exercises/taxes for 180 days post ability to sell shares; outplacement .
- Excise tax gross-up permitted (CEO excluded from gross-up) .
- Estimated Payments (trigger assumed 12/31/2024):
- Qualified Termination after Change of Control total: $7,262,336; components: Salary $514,503; Bonus $466,868; SARs/Options $10,424; Restricted Stock $2,365,661; EICP/CERP $3,439,073; Retirement Plan $448,473; Insurance premiums $17,334 .
- Equity Vesting on Termination: Death/disability pro-rata immediate; retirement (age ≥60, ≥10 years’ service) pro-rata at end of restriction period, contingent on company performance; all equity vests upon change of control .
- Non-Compete: Signing a non-compete agreement is a condition to restricted stock grants; embedded in plan definition of “retirement” .
Performance & Track Record
Company metrics aligned to NEO incentives:
| Metric | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| Actual Revenue ($USD thousands) | 1,346,746 | 1,425,876 | 1,509,226 | 1,586,159 |
| Net Income ($USD thousands) | 353,885 | 540,590 | 500,020 | 485,177 |
| TSR – $100 Investment (Company) | 103.49 | 115.42 | 121.89 | 102.51 |
| TSR – $100 Investment (Peer Group) | 91.34 | 124.82 | 116.18 | 115.72 |
Qualitative achievements:
- EICP metrics consistently tied to profitability and returns (Net Income, PPNR, Revenue, ROE vs peers) .
- 2024 Say-on-Pay approval: 91% ; 2023 Say-on-Pay approval: 92% .
Compensation Peer Group (Benchmarking)
- Committee uses Willis Towers Watson survey data and a 19-bank peer set to benchmark NEO roles; peer set includes Ameris Bancorp, UMB Financial, Wintrust, Associated Banc-Corp, South State, Old National, Cullen/Frost, Prosperity Bancshares, etc. .
- Targets are assessed annually; Barth’s bonus target increased from 65% to 70% (2023) and to 80% (2024) reflecting role scope and market alignment .
Governance, Policies, and Risk Indicators
- Clawback: Restatement-triggered recoupment of incentive-based comp, irrespective of misconduct; policy filed as Exhibit 97 to 10-K .
- Anti-Hedging; No option repricing; excise tax gross-ups limited (not for CEO) .
- Related Party Transactions: Extensive Kemper family disclosures; no related-party transactions disclosed for Barth beyond standard employee programs .
- Incentive Plan Risk: External review and internal assessment found no designs promoting excessive or inappropriate risk (updated 2022; baseline for 2023/2024 reviews) .
Investment Implications
- Pay-for-performance alignment: Barth’s cash incentives (80% for 2024) are driven 100% by company performance factors, focusing on Net Income, PPNR, Revenue, and relative ROE—supportive of shareholder-aligned outcomes when profitability and capital returns are maintained .
- Retention and selling pressure: Meaningful unvested restricted stock with known vesting dates through 2029 and substantial deferred comp balances indicate retention hooks; upcoming vesting tranches could create routine Rule 10b5-1 or tax-related sales, but Barth had no option exercises in 2024 and only RSA vesting activity .
- Change-of-control economics: Double-trigger severance with 3× cash multiple, tax gross-up eligibility, and full equity vesting on CoC creates a protective stance; potential total of ~$7.26M underscores retention but may be viewed as generous by governance-sensitive investors .
- Ownership alignment: Barth exceeds 2× salary stock ownership guideline; beneficial ownership is <1% of shares outstanding, but with regular RSA grants and large unvested value, alignment is maintained; no pledging disclosures observed .
- Peer benchmarking and Say-on-Pay: Consistent high Say-on-Pay support (91–92%) and structured benchmarking to regional banking peers reduce pay inflation risk and suggest shareholder acceptance of pay design .