Timothy Dunn
COMMERCE BANCSHARES INC /MO/About Timothy S. Dunn
Timothy S. Dunn (age 47) is the Chairman of the Board and Chief Investment Officer of JE Dunn Construction Company; he is a new director nominee to CBSH’s 2028 Class and, if elected, will serve on the Audit and Risk Committee . He is deemed independent under NASDAQ rules (independence affirmed for nominees) . Education: BSBA in Accounting (University of Richmond) and Master’s in Entrepreneurial Real Estate (University of Missouri–Kansas City) . Prior CBSH engagement: Commerce Bank Kansas City Advisory Board member (2018–2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JE Dunn Construction Company | Chairman of the Board | 2019–present | Oversees governance for a $7.5B revenue national contractor; provides sector insight relevant to CBSH’s target construction industry |
| JE Dunn Construction Company | Chief Investment Officer | 2010–present | Manages all investment activities and insurance captive (William Henry Insurance, LLC) |
| JE Dunn Construction Company | Risk management & insurance/surety leadership | Early tenure (pre‑2010) | Built enterprise risk and insurance frameworks |
| JE Dunn Capital Partners | Founder & President | 2014–present | Originated >$1.5B in co-invest real estate development deals |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commerce Bank (Kansas City Advisory Board) | Advisory Board Member | 2018–2024 | Local market insight; pre-board engagement with CBSH’s bank subsidiary |
| Community boards (unspecified) | Board member/supporter | Ongoing | Community engagement; details not enumerated in proxy |
Board Governance
- Independence: Board determined Mr. Dunn (nominee) is independent under NASDAQ standards .
- Committee assignment: Audit and Risk Committee (if elected), alongside current independent members; committee met 4 times in 2024 and carries primary risk oversight for a regulated financial company .
- Attendance/engagement: For 2024, all directors attended 100% of Board and Committee meetings; Dunn was not yet a director (N/A) .
- Executive sessions: Board regularly meets in executive session without employee directors .
- Lead Independent Director: Chairman of Committee on Governance/Directors serves as Lead Director (currently Earl H. Devanny, III) .
Fixed Compensation
Non‑employee director compensation structure (paid in cash but mandatorily invested monthly into CBSH stock via the Director Plan):
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual retainer | $20,000 | Paid quarterly; credited into Director Plan |
| Board meeting fee | $7,500 per meeting | In-person or virtual; credited into Director Plan |
| Committee meeting fee | $1,000 per committee meeting | Credited into Director Plan |
| Additional annual fee | $75,000 at year end | Credited into Director Plan |
| Committee chair fee | $10,000 per year | Applies to chairs only |
| Stock ownership guideline | $300,000 requirement | New directors have 5 years to comply |
| Director Plan mechanics | Monthly conversion to CBSH shares at month-end bid price; shares issued annually; no voting/dividends until issuance | Alignment via equity accumulation |
Performance Compensation
- No performance-based metrics are disclosed for director compensation; the proxy describes director pay solely as fixed fees credited into the Director Plan (no director options/PSUs/metrics) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None (no public company directorships over prior five years) |
| Notable interlocks | None disclosed for Dunn; company-level interlock noted elsewhere (Crawford Group: D.W. Kemper board member; C.B. Taylor director) not related to Dunn |
Expertise & Qualifications
- Finance and risk management: CIO for a large private contractor and head of insurance captive; prior focus on risk/insurance/surety .
- Real estate investment: Founder/President of JE Dunn Capital Partners with >$1.5B in originated deals .
- Industry relevance: Deep construction industry knowledge—an important CBSH target industry for financial services .
- Governance: Experience as board chair in multi-office national enterprise .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Timothy S. Dunn | 168 | ~0.0001% (168 ÷ 134,074,101) | As of 12/31/2024; less than 1% |
| Shares outstanding reference | 134,074,101 | — | Record date 2/26/2025 |
- Anti‑hedging: Company policy prohibits hedging transactions in CBSH stock .
- Pledging: No pledging by Dunn disclosed in the proxy; no related-party loans to Dunn disclosed .
Insider Trades
| Date | Form | Transaction | Notes |
|---|---|---|---|
| N/A through FY2024 | — | — | Dunn was a new director nominee in 2025; proxy’s Section 16 review lists delinquencies for other insiders only; no Dunn transactions disclosed . |
Governance Assessment
-
Strengths
- Independence and Audit & Risk Committee assignment enhance board risk oversight; audit committee is primary risk vehicle for CBSH’s regulated environment .
- Strong alignment via Director Plan (fees converted monthly into stock) and $300,000 ownership guideline with a defined 5‑year compliance window for new directors .
- Finance/risk expertise from CIO role and insurance captive oversight; sector insight in construction, a strategic client segment for CBSH .
-
Watch items and potential conflicts
- JE Dunn is a major construction contractor and prospective/actual client segment; while no related‑party transactions involving Dunn/JE Dunn are disclosed, ongoing monitoring for banking relationships or credit exposures with entities tied to Dunn is prudent .
- Attendance and engagement will need verification post‑election; board overall had 100% attendance in 2024, but Dunn’s future attendance will be a practical signal to track .
-
Shareholder confidence signals
- Robust committee structure of independent directors, executive sessions, and a designated Lead Director support governance quality .
- Company maintains a clawback policy (Oct 2023) for incentive compensation and anti‑hedging policy, indicating alignment and risk discipline; say‑on‑pay approval was 91% for 2024 executive pay (general investor support context) .
Overall, Dunn brings relevant risk and finance expertise with independence and equity alignment; no specific conflicts or related‑party exposures are disclosed, but vigilance around potential client relationships in construction and real estate is warranted .