Todd Schnuck
COMMERCE BANCSHARES INC /MO/About Todd R. Schnuck
Todd R. Schnuck (age 66) is Chairman and Chief Executive Officer of Schnuck Markets, Inc. and has served on Commerce Bancshares, Inc.’s Board since April 2010. He holds a B.A. from the University of Virginia and an M.B.A. from Cornell, and worked in investment banking prior to joining the family business, where he served as CFO and COO before becoming CEO in October 2014 . He is an independent director and is designated by the Board as an Audit and Risk Committee “financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schnuck Markets, Inc. | Chairman & CEO | Oct 2014–present | Leads a large, multi-state consumer retail operator with overlapping footprint to CBSH; brings site selection, expansion, and customer loyalty insights |
| Schnuck Markets, Inc. | President & COO | 2006–2014 | Operational leadership in consumer retail |
| Schnuck Markets, Inc. | Chief Financial Officer | Prior to 2006 | Financial management and controls |
| Investment Banking (pre-Schnuck) | Various roles | Not disclosed | Capital markets experience |
| Commerce Bank (subsidiary) | Advisory Director | Prior service (date not disclosed) | Regional banking perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships in the past five years |
Board Governance
- Independence: The Board determined Mr. Schnuck is independent under NASDAQ rules .
- Committee assignments: Audit & Risk Committee member; not a chair .
- Financial expert designation: The Board determined Mr. Schnuck is an Audit & Risk Committee “financial expert” under SEC rules .
- Attendance: All directors attended 100% of Board and Committee meetings in 2024; Board met four times, Audit & Risk met four times .
- Executive sessions: The Board regularly meets in executive session .
- Lead Independent Director: The Chair of the Governance/Directors Committee serves as Lead Director (Earl H. Devanny, III) .
- Years of service: Director since April 2010; current term class noted among 2028 director nominees .
Fixed Compensation
- Structure (Non-Employee Directors; invested monthly via Director Stock Purchase Plan):
- Annual retainer $20,000; Board meeting fee $7,500; committee meeting fee $1,000; year-end additional annual fee $75,000; chair fee $10,000 (if applicable) .
- Fees convert monthly into CBSH shares and are issued after year-end .
- 2024 Pay and Share Issuance:
- Total 2024 director compensation credited: $129,000 for Todd R. Schnuck .
- Shares issued in January 2025 for 2024 fees: 2,180 shares to Mr. Schnuck .
| Item | Amount/Detail |
|---|---|
| 2024 Fees Earned or Paid in Cash | $129,000 |
| Stock Awards | $0 (Director fees are invested monthly; “Stock Awards” column is zero) |
| Option Awards | $0 |
| Shares Issued for 2024 Fees (Jan 2025) | 2,180 shares |
| Director Compensation Structure (reference) | Retainer $20,000; Board mtg $7,500; Committee mtg $1,000; Additional annual $75,000; Chair fee $10,000 |
Performance Compensation
- No director RSUs/PSUs, option awards, or non-equity incentives disclosed for Mr. Schnuck in 2024; director compensation is paid in cash and invested into stock under the Director Plan .
| Performance-Based Component | 2024 Value |
|---|---|
| RSUs/PSUs | $0 |
| Option Awards | $0 |
| Non-Equity Incentive Plan Compensation | $0 |
No director performance metrics (e.g., TSR, revenue targets) apply to non-employee director pay at CBSH; all fees are invested monthly into stock under the Director Plan .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Mr. Schnuck |
| Committee interlocks | None disclosed for Mr. Schnuck (2024 compensation committee interlock note pertains to others) |
| Section 16 filings (delinquencies) | No delinquent filings disclosed for Mr. Schnuck; delinquencies listed involve other individuals |
Expertise & Qualifications
- Audit & Risk Committee financial expert under SEC rules .
- Deep operator experience in consumer retail across MO/IL/IN/WI—overlapping with Commerce’s footprint; relevant exposure to site selection, expansion and customer loyalty dynamics .
- Finance background: MBA (Cornell), prior investment banking; prior CFO and COO roles .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 28,324 shares |
| Ownership as % of outstanding | <1% (denoted “*”) |
| Shares issued (Jan 2025 for 2024 fees) | 2,180 shares |
| Director stock ownership guideline | $300,000 required; all non-employee directors except June McAllister Fowler satisfied as of Dec 31, 2024 (Mr. Schnuck satisfies) |
| Hedging policy | Anti-hedging policy applies to equity awards; no hedging permitted |
| Pledging | Not disclosed |
Governance Assessment
- Board effectiveness: Strong engagement (100% attendance), with Mr. Schnuck serving on Audit & Risk, which met four times; he is recognized by the Board as a financial expert—supportive for risk oversight confidence in a regulated bank .
- Alignment: Director fees are converted monthly into stock, and Mr. Schnuck meets the $300,000 stock ownership requirement—positive alignment signal .
- Independence and conflicts: Mr. Schnuck is independent under NASDAQ rules, and the proxy’s related-party transaction disclosures do not list any transactions involving him or Schnuck Markets—reducing conflict concerns .
- Risk oversight: Audit & Risk Committee is the primary risk oversight vehicle and includes members designated as financial experts; Mr. Schnuck’s consumer retail operations expertise can broaden risk perspectives (supply chain, footprint expansion), which is useful for CBSH’s lending and market strategies .
RED FLAGS
- None disclosed specific to Mr. Schnuck. No related-party transactions or Section 16 delinquencies noted for him; compensation is standard and invested into company stock (no options/RSUs for directors) .
Context signals: Say-on-Pay approval was 91% for 2024 executive compensation—indirectly supportive of overall governance sentiment, though it pertains to NEOs rather than directors .