Terry Bassham
COMMERCE BANCSHARES INC /MO/About Terry D. Bassham
Terry D. Bassham (age 64) is a non-employee, independent director of Commerce Bancshares, Inc. (CBSH) serving since February 2013. He is the retired President & CEO of Evergy, Inc. (and predecessor Great Plains Energy/KCP&L/GMO), with prior roles including CFO and EVP of Utility Operations and earlier practice as a regulatory attorney; he holds a B.A. from the University of Texas–Arlington and a J.D. from St. Mary’s University School of Law . He is currently Chair of CBSH’s Compensation & Human Resources Committee and serves on the Committee on Governance/Directors and the Executive Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evergy, Inc. (and predecessor Great Plains Energy/KCP&L/GMO) | Chairman of the Board, President & CEO; previously EVP Utility Operations; earlier EVP Finance/Strategic Development & CFO | CEO from June 2012; retired January 2021 | Led a large regulated utility through public-company governance and regulatory oversight; significant experience in highly regulated industry |
| Private practice (regulatory attorney) | Attorney | Not disclosed | Regulatory/legal expertise applicable to financial services oversight |
| Commerce Bank (subsidiary) | Advisory Director (prior) | Not disclosed | Prior advisory board experience with CBSH’s banking subsidiary |
External Roles
| Organization | Role | Public/Private/Non-profit | Notes |
|---|---|---|---|
| Kansas City Scholars | Board Member | Non-profit | Community engagement in CBSH core market |
| Other public company boards | None | — | No current other public company directorships disclosed |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Bassham is independent under NASDAQ standards |
| Board/Committee attendance (2024) | All directors attended 100% of Board and Committee meetings; Board held 4 regular meetings; Executive sessions held with independent directors |
| Committees | Compensation & Human Resources (Chair); Governance/Directors; Executive Committee |
| Lead Independent Director | Lead Director is the Chair of Governance/Directors (Earl H. Devanny, III), not Bassham |
| Committee meeting cadence (2024) | Compensation & HR: 1; Governance/Directors: 1; Audit & Risk (not a member): 4 |
Fixed Compensation
Director compensation is delivered via the Stock Purchase Plan for Non-Employee Directors: all fees are credited monthly and converted to CBSH shares at month-end prices; annual shares are issued post-year-end (no voting/dividends until issuance) .
| Component (Policy) | Amount | Notes |
|---|---|---|
| Annual retainer (cash, paid quarterly) | $20,000 | Credited/converted to shares monthly under the Director Plan |
| Annual additional fee | $75,000 | Paid at end of each calendar year (credited/converted) |
| Committee Chair fee | $10,000 | Bassham as Comp & HR Chair is eligible |
| Board meeting fee (per meeting) | $7,500 | 4 regular meetings in 2024 |
| Committee meeting fee (per meeting) | $1,000 | Comp & HR met once; Governance/Directors met once in 2024 |
| 2024 total fees earned (Bassham) | $137,000 | Per Director Compensation table |
| Shares issued Jan 2025 for 2024 fees (Bassham) | 2,350 shares | Issued under Director Plan in Jan 2025 |
Note: The disclosed fee schedule combined with 2024 meeting counts aligns with Bassham’s disclosed $137,000 total for 2024 (retainer + annual fee + chair fee + board/committee meeting fees) .
Performance Compensation
No performance-based director compensation is disclosed. Non-employee director pay is comprised of fixed retainers and meeting/committee fees delivered in stock via the Director Plan; no director stock options or PSUs are reported .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Bassham |
| Compensation Committee interlocks | None involving Bassham; 2024 Comp & HR Committee comprised Bassham (Chair), W. Kyle Chapman, June M. Fowler; none were officers or employees. No interlocks disclosed involving committee members, with a separate note that Executive Chairman David W. Kemper serves on The Crawford Group, Inc. board where Director Christine B. Taylor is also a director (unrelated to Bassham) . |
Expertise & Qualifications
- Former public-company CEO in a highly regulated industry with prior CFO and utility operations leadership; regulatory/legal background (J.D.) .
- Brings “inside perspective of the energy industry” and experience with public-company governance and regulation—a relevant sector for CBSH’s risk oversight and corporate customer base .
Equity Ownership
| Metric | Value | As-of/Notes |
|---|---|---|
| Total beneficial ownership | 24,740 shares | As of December 31, 2024; “<1%” of class |
| Director stock ownership guideline | $300,000 | Non-employee directors required to hold $300,000; 5 years to comply |
| Compliance status | In compliance | All non-employee directors except June M. Fowler had satisfied the guideline as of Dec 31, 2024; Fowler has until 2027 |
| Shares issued for 2024 director fees | 2,350 shares | Issued in January 2025 under Director Plan |
Policies affecting alignment and risk:
- Anti-hedging policy prohibits hedging of company stock; equity award agreements contractually prohibit hedging .
- Insider Trading Policy governs directors’ transactions .
Compensation Committee Analysis (Bassham as Chair)
- Say-on-Pay outcome: 91% approval for 2024 compensation, considered by the committee in evaluating program appropriateness .
- Benchmarking: Committee uses Willis Towers Watson market data; applies multi-cut peer views including a 19-bank NEO Peer Group (e.g., UMBF, Old National, Prosperity, South State, Cadence, Associated, Bank OZK, BOKF) .
- Annual bonus metrics: For 2024, NEO EICP used Net Income, PPNR, Revenue (budget-based thresholds/targets/max) and relative ROE vs 19 peers (quartile-based), with funding range 0–164% .
- Equity and risk safeguards: Clawback policy adopted October 2023 for incentive-based compensation regardless of misconduct in case of material restatement; no option repricing; anti-hedging; equity grant timing controls .
- Change-in-control features: Legacy excise-tax gross-ups remain for most NEO severance agreements (except CEO), though company policy since 2012 bars extending gross-ups to new employees; double-trigger style with defined “Good Reason”; health/disability/life continuation and other benefits .
Related-Party Transactions and Conflicts
- Company-level related-party transactions primarily involved Tower Properties (entities related to Kemper family), which were terminated effective December 31, 2024; no transactions involving Bassham are disclosed .
- All directors complete an annual questionnaire and transactions are screened under a formal Related Party Transaction Policy overseen via the Audit & Risk Committee/Board review .
Governance Assessment
Positives
- Independent status; 100% Board/committee attendance; service on key committees and as Compensation & HR Chair .
- Strong shareholder support on pay (91% Say-on-Pay) and use of robust benchmarking, balanced performance metrics, and a formal clawback policy—supportive of pay-for-performance alignment .
- Director compensation paid entirely via stock through the Director Plan, aligning with shareholders; meets $300,000 stock ownership guideline .
Watch items / potential red flags
- Legacy change-in-control excise-tax gross-up provisions for certain NEOs (not the CEO) remain in effect—shareholder-unfriendly, though frozen for new commitments since 2012 .
- Historical related-party arrangements with Tower Properties (family of executive leadership) now terminated—mitigates ongoing conflict risk, but warrants continued oversight given family control aspects .
No director-specific red flags identified for Bassham:
- No disclosed related-party dealings or Section 16(a) delinquency for Bassham .
- No other public company boards or interlocks that could impair independence .