Robert Holmes
COMMERCE BANCSHARES INC /MO/About Robert Holmes
Robert S. Holmes (61) serves as Executive Vice President of Commerce Bancshares, Inc. (since April 2015) and Community President and Chief Executive Officer of Commerce Bank (since January 2016). Prior to joining Commerce in March 2015, he was a managing director and head of Regional Banking at a Midwest regional bank . His compensation is tied to company-wide metrics including Net Income, Pre-provision Net Revenue (PPNR), Revenue, and relative ROE performance versus 19 peer banks; in 2024 his actual cash incentive under the EICP was $550,323 . He beneficially owns 52,807 CBSH shares and had 33,010 unvested restricted shares outstanding at year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic impact/Notes |
|---|---|---|---|
| Commerce Bancshares, Inc. | Executive Vice President | April 2015–present | Executive officer of the registrant |
| Commerce Bank (subsidiary) | Community President & CEO | January 2016–present | Chief executive of the bank |
| Midwest regional bank (prior) | Managing Director, Head of Regional Banking | Prior to March 2015 | Senior leadership role before joining Commerce |
External Roles
No external public-company directorships or outside roles for Mr. Holmes were disclosed in the 2025 DEF 14A or 2024 Form 10-K reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 468,181 | 492,294 | 511,882 |
| Perquisites ($) | 300 | 2,540 | 3,462 |
| All Other Compensation ($) | 23,122 | 28,578 | 30,026 |
Notes: “All Other Compensation” includes 401(k) match and group life premiums; perquisites include club dues, long-term care insurance premiums, and cell phone reimbursements .
Performance Compensation
- Annual bonus design and targets
- Mr. Holmes’ annual bonus is 100% determined by the Company Performance Factor (no individual component) .
- 2024 target bonus opportunity: 65% of base salary (unchanged from 2023) .
- 2024 EICP metrics: Net Income, PPNR, Revenue (targets set at budget), and ROE versus peers (target top quartile); payout determined on threshold–target–maximum scales, with overall funding ranging 0%–164% of target .
| Year | Target Bonus (% of Salary) | Actual EICP Bonus ($) |
|---|---|---|
| 2022 | — | 463,797 |
| 2023 | 65% | 269,100 |
| 2024 | 65% | 550,323 |
- Equity awards (grant-date detail)
| Grant Type | Grant Date | Shares/Units | Strike/Price | Grant-Date Fair Value ($) | Vesting terms |
|---|---|---|---|---|---|
| Restricted Stock (Long-Term + Current Year) | 1/31/2024 | 8,279 | — | 410,954 | Current Year RSAs vest at 4 years; Long-Term RSAs vest at 5 years, each subject to cumulative positive net income condition; Committee retains discretion |
| SARs/Options (2024 grant) | 1/31/2024 | — | — | — | Not granted to Mr. Holmes in 2024; he elected 100% RSAs for annual award |
- 2024 option exercises and vesting realized
| 2024 Activity | Shares | Value ($) |
|---|---|---|
| Options/SARs exercised | 5,929 | 365,936 |
| Stock awards vested | 8,770 | 434,802 |
EICP Metric Design (2024)
| Metric | Target definition | Payout mechanics |
|---|---|---|
| Net Income | Target set at budget | Scale from threshold–target–max; contributes to Company Performance Factor |
| PPNR | Target set at budget | Scale from threshold–target–max |
| Revenue | Target set at budget | Scale from threshold–target–max |
| ROE vs 19 peers | Target top quartile | Payout based on quartiles vs peers |
Equity Ownership & Alignment
- Beneficial ownership: 52,807 shares; less than 1% of class .
- Unvested restricted stock at 12/31/2024: 33,010 shares; market value $2,056,853 .
- Options/SARs outstanding at 12/31/2024: none reported for Mr. Holmes in the Outstanding Equity Awards table .
- Stock ownership guidelines: Executive Vice President threshold = 2× base salary; as of 12/31/2024, each NEO exceeded required ownership levels .
- Deferred compensation: EICP deferrals permitted; Mr. Holmes contributed $10,000 in 2024 and had an aggregate EICP balance of $168,474 at 12/31/2024 (aggregate earnings in 2024: $26,747) .
Vesting Schedule (as disclosed for outstanding RSAs)
| Vesting Date | Shares vesting |
|---|---|
| Feb 2, 2025 | 3,922 |
| Feb 3, 2025 | 2,121 |
| Feb 2, 2026 | 7,096 |
| Feb 1, 2027 | 3,671 |
| Feb 2, 2027 | 3,016 |
| Jan 31, 2028 | 5,439 |
| Feb 1, 2028 | 2,130 |
| Feb 2, 2028 | 1,384 |
| Jan 31, 2029 | 2,840 |
| Feb 2, 2029 | 1,391 |
Employment Terms
- No employment agreement in place for NEOs (including Mr. Holmes) .
- Change-of-control (CIC) severance: Company maintains CIC severance agreements for NEOs except Mr. Holmes; thus, he has no CIC severance agreement .
- Equity treatment on CIC: Unvested restricted stock, SARs, and options immediately vest upon a change of control (plan-level acceleration) .
- Potential payments (illustrative at 12/31/2024): For Mr. Holmes, restricted stock acceleration value $2,056,853 and EICP deferred balance $168,474; no cash severance listed (no CIC agreement) .
- Clawback: Expanded policy adopted October 2023 to recoup incentive-based compensation upon a financial restatement, regardless of fault, within the clawback period .
- Anti-hedging/repricing: Hedging of company stock prohibited; no option repricing; no excise tax gross-ups going forward policy (Holmes has no CIC agreement) .
- Insider trading controls: Mandatory preclearance for restricted insiders; Rule 10b5-1 trading plans allowed with required approvals and cooling-off provisions .
- Retirement/Pension: Mr. Holmes is not a participant in the qualified Retirement Plan and does not have CERP (SERP) benefits; his retirement-related disclosure shows N/A for both .
- RS retirement provisions: Pro rata vesting at retirement (age ≥60 and ≥10 years service) applies, subject to performance condition and a non-competition agreement; immediate vesting upon death or disability .
- Stock ownership guidelines: Executive Vice President multiple of 2× salary; all NEOs, including Mr. Holmes, exceeded the guideline as of 12/31/2024 .
Multi-Year Compensation Summary (for context)
| Year | Salary ($) | Stock Awards ($) | Option/SAR Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 511,882 | 410,954 | — | 550,323 | 30,026 | 1,503,185 |
| 2023 | 492,294 | 347,559 | — | 269,100 | 28,578 | 1,137,531 |
| 2022 | 468,181 | 568,089 | — | 463,797 | 23,122 | 1,523,189 |
Investment Implications
- Lower cash parachute risk; equity still accelerates on CIC: Mr. Holmes has no CIC severance agreement, reducing cash payout exposure. However, unvested equity would accelerate on a CIC; as of 12/31/2024, illustrative restricted stock value was $2.06M .
- Alignment and retention strong: He beneficially owns 52,807 shares and exceeds the 2× salary ownership guideline; sizable unvested RSAs (33,010 shares) vest through 2029, supporting retention .
- Potential selling pressure around vest/exercise windows: A detailed vesting schedule shows multi-year vesting dates; he also exercised options in 2024 ($365,936 realized), suggesting periodic liquidity events to monitor .
- Pay-for-performance: 100% of his bonus is tied to company-wide metrics (Net Income, PPNR, Revenue, ROE vs peers); 2024 EICP payout was $550,323 vs a 65% of salary target structure, with plan funding mechanics up to 164% of target .
- Governance safeguards: Robust clawback and anti-hedging policies (and absence of new excise tax gross-ups) reduce compensation risk; Say-on-Pay support was 91% for 2024 compensation, indicating shareholder alignment .