Kyle Chapman
COMMERCE BANCSHARES INC /MO/About W. Kyle Chapman
W. Kyle Chapman, 46, is President and a Board Member of Barry-Wehmiller Group, Inc.; he joined the CBSH board in May 2022. He holds a B.S. in commerce from the University of Virginia’s McIntire School of Commerce, and brings private equity and operating experience, including service as Barry‑Wehmiller’s Interim CFO in 2020 before becoming President .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barry‑Wehmiller Group, Inc. | Interim Chief Financial Officer | Early 2020 | Finance leadership through transition |
| Barry‑Wehmiller Group, Inc. | President | 2020–present | Executive leadership across multi‑industry capital equipment and consulting |
| BW Forsyth Partners (Barry‑Wehmiller affiliate) | Co‑founder / Co‑leader | 2009–2019 | Investment and operating expertise across portfolio companies |
| Barry‑Wehmiller Group leadership team | Strategic financial advisor | 2015–2019 | Advisory support on strategy and finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Barry‑Wehmiller Group, Inc. | Board Member | Not disclosed | Private company; broad industrial exposure |
| Commerce Bank St. Louis Advisory Board | Member | 2012–2022 | Regional banking insight |
Board Governance
- Independence: Determined independent under NASDAQ rules .
- Committee assignments: Compensation & Human Resources Committee member; not chair .
- Attendance: 100% of Board and Committee meetings in 2024; Board met 4 times, Compensation Committee met once .
- Board leadership: Lead Director is the Governance/Directors Committee Chair (Earl H. Devanny) .
- Tenure/class: Director since May 2022; listed among continuing directors in the 2026 Class .
Fixed Compensation
Director fees are paid under the Stock Purchase Plan for Non‑Employee Directors and converted monthly into shares; shares for 2024 fees were issued in January 2025.
| Component | 2024 Amount ($) |
|---|---|
| Annual retainer | 20,000 |
| Board meeting fees (4 × $7,500) | 30,000 |
| Compensation Committee meeting fee (1 × $1,000) | 1,000 |
| Additional annual fee (year‑end) | 75,000 |
| Committee chair fee | 0 (not a chair) |
| Total fees earned (converted to stock monthly) | 126,000 |
| Equity Credited from Director Plan (2024) | Shares |
|---|---|
| Shares issued January 2025 for 2024 fees | 2,129 |
Compensation process note: Changes to director compensation are initiated by the CEO, reviewed by the Compensation & Human Resources Committee, and approved by the full Board .
Performance Compensation
| Item | Detail |
|---|---|
| Performance‑based pay | None; director compensation comprises fixed fees converted monthly to stock under the Director Plan; no RSUs/PSUs/options for non‑employee directors are disclosed in 2024 |
Company policies that enhance alignment and mitigate risk:
- Anti‑hedging policy and no option repricing; clawback applies to executive incentive compensation (context for governance discipline) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (proxy “Other Directorships: None”) |
| Committee interlocks | None involving Chapman; Compensation Committee comprised solely of independent directors; interlocks disclosed relate to other individuals (e.g., David W. Kemper/Crawford Group, Christine B. Taylor) |
Expertise & Qualifications
- Broad industry economic insight from multi‑industry capital equipment and consulting; private equity and operating background; strategic finance experience as advisor and interim CFO .
- Academic credential: B.S. in commerce (UVA McIntire) .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (Dec 31, 2024) | 6,174 shares |
| Shares outstanding (Feb 26, 2025) | 134,074,101 |
| Ownership as % of shares outstanding | ~0.0046% (6,174 / 134,074,101) |
| Director stock ownership guideline | $300,000 requirement; all non‑employee directors, except June M. Fowler, met requirement as of Dec 31, 2024 (new directors have 5 years) |
| Shares issued for 2024 fees (Jan 2025) | 2,129 shares |
| Pledging/hedging | Hedging prohibited via policy; no pledging disclosures for Chapman in proxy |
Insider Trades
| Item | Detail |
|---|---|
| Section 16(a) filing timeliness | No delinquent filings reported for Chapman; proxy notes delinquencies for other individuals only |
Governance Assessment
- Strengths: Independent status; 100% attendance; service on Compensation & Human Resources Committee; director pay converted monthly to stock enhances ownership alignment; compliance with $300,000 director ownership guideline; Board regularly holds executive sessions under an independent Lead Director .
- Controls: Related Party Transaction Policy with annual review and prohibitions on participation by related parties; no related‑party transactions identified involving Chapman; anti‑hedging and no option repricing policies reinforce shareholder‑friendly practices .
- Watch items: Director compensation changes are initiated by the CEO before committee and Board approval; Compensation Committee met once in 2024—monitor robustness of compensation oversight cadence; broader board context includes multiple Kemper family members in executive/chair roles (not related to Chapman’s independence) .
- Shareholder signals: 2024 Say‑on‑Pay passed with 91% approval, indicating general investor support for pay practices and governance framework .