cbsh-20250307

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )


			Filed by the Registrant x
			Filed by a Party other than the Registrant o

			Check the appropriate box:


			o Preliminary Proxy Statement
			o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
			x Definitive Proxy Statement
			o Definitive Additional Materials
			o Soliciting Material Pursuant to §240.14a-12

Commerce Bancshares, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


			x No fee required.


			o Fee paid previously with preliminary materials.


			o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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March 14, 2025

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of the Shareholders of Commerce Bancshares, Inc. The Annual Meeting will be a Virtual Meeting. It will be held at 9:30 a.m. on April 25, 2025, and you may attend the meeting via the live webcast by visiting https://meetnow.global/MDFX7M2. Shareholders will log in using their control numbers. Please note that there will be no in-person meeting for you to attend.

We are again utilizing the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their shareholders over the internet. This process allows us to expedite receipt of materials, lower the costs of distribution, and reduce the environmental impact. The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement describe the items to be considered and acted upon by the shareholders.

If you own shares of record, you may vote your shares online, by telephone, or you may request materials by following the instructions on the Notice. Whether or not you plan to attend this meeting via the live webcast, please vote as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. You can revoke your proxy any time before the Annual Meeting and issue a new proxy as you deem appropriate. You will find the procedures to follow if you wish to change or revoke your proxy on page 3 of this Proxy Statement. Your vote is very important. I look forward to you attending the meeting.

Sincerely,

DAVID W. KEMPER

Executive Chairman

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Notice of Annual Meeting of Shareholders of

Commerce Bancshares, Inc.


Date:			April 25, 2025

Time:			9:30 a.m., Central Time

Place:			The Annual Meeting will be conducted virtually. You are entitled to attend and participate in the Annual Meeting only if you were a shareholder of record as of the record date or hold a valid proxy for the meeting. Those shareholders will be able to attend the Annual Meeting virtually, vote their shares and submit questions during the meeting via live audio webcast by visiting: https://meetnow.global/MDFX7M2. To participate, you will need the 16-digit control number included in your proxy materials or on your proxy card. Please note that there will be no in-person meeting for you to attend.

Purposes:			1. To elect one Director to the 2027 Class for a term of two years;

			2. To elect four Directors to the 2028 Class for a term of three years;

			3. To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for 2025;

			4. Advisory approval of the Company's executive compensation (“Say on Pay”); and

			5. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Who Can Vote:			Shareholders at the close of business on February 26, 2025 are entitled to vote at the meeting. If your shares are registered in the name of a bank or brokerage firm, such procedures are described on the voting form sent to you.

How You Can Vote:			You may vote your proxy over the internet or by telephone; or you may request materials to vote by mail. The Notice of Internet Availability of Materials (“Notice”) contains instructions on how to access our Proxy and Annual Report online and has instructions for requesting such materials by mail.

By Authorization of the Board of Directors,

MARGARET M. ROWE

Secretary

March 14, 2025


Important Notice regarding the availability of proxy materials for the Shareholder Meeting to be held on April 25, 2025 The Proxy Statement and Annual Report to Shareholders are available at www.edocumentview.com/CBSH The Proxy Statement and Annual Report to Shareholders are also available on the Company’s website at www.commercebank.com/ir


Your Vote Is Important. Whether You Own One Share or Many, Your Prompt Cooperation in Voting Your Proxy Is Greatly Appreciated.

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TABLE OF CONTENTS


SOLICITATION			1
VOTING INFORMATION			1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			5
COMPOSITION OF THE BOARD, BOARD DIVERSITY AND DIRECTOR QUALIFICATIONS			7
Composition of the Board			7
Board Diversity			7
Director Qualifications			7
PROPOSAL ONE — ELECTION OF DIRECTOR TO THE 2027 CLASS OF DIRECTORS			7
Nominee for Election to the 2027 Class of Directors			8
PROPOSAL TWO — ELECTION OF THE 2028 CLASS OF DIRECTORS			8
Nominees for Election to the 2028 Class of Directors			8
CORPORATE GOVERNANCE			13
Corporate Governance Guidelines and Code of Ethics			13
Insider Trading Policy			13
Shareholder Communications			13
Director Independence			14
Board Meetings			14
Board Leadership Structure			14
Committees of the Board			14
Board Risk Oversight			16
Information Security and Data Privacy			17
Environmental, Social and Governance			17
Shareholder Proposals and Nominations			18
Transactions with Related Persons			19
Delinquent Section 16(a) Reports			20
Director Compensation			20
COMPENSATION DISCUSSION AND ANALYSIS			21
Introduction			21
Our Compensation Philosophy			21
Compensation and Human Resources Committee Processes			22
Elements of Compensation			24
Severance Agreements			29
Stock Ownership Guidelines			29
Tax Considerations			29
Clawback Policy			29
Policies and Practices Regarding Equity Grants			30
Other Policies			30
Incentive Compensation Risk Assessment			30
COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT			30
Compensation and Human Resources Committee Interlocks and Insider Participation			30
EXECUTIVE COMPENSATION			31
Summary Compensation Table			31
Grants of Plan-Based Awards			32
Outstanding Equity Awards at Fiscal Year-End			33
Option Exercises and Stock Vested			34
Pension Benefits			35
Pension Benefits Narrative			35
Nonqualified Deferred Compensation			36
Nonqualified Deferred Compensation Narrative			37
Employment Agreements and Elements of Post-Termination Compensation			37

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Potential Payments upon Termination or Change of Control			40
Equity Compensation Plan Information			42
CEO Pay Ratio			42
Pay Versus Performance Table			43
AUDIT AND RISK COMMITTEE REPORT			46
Pre-approval of Services by the External Independent Registered Public Accounting Firm			47
Fees Paid to KPMG LLP			47
PROPOSAL THREE — RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 202 5			47
PROPOSAL FOUR — SAY ON PAY — ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION			47



OTHER MATTERS			48
ELECTRONIC ACCESS TO PROXY STATEMENT AND ANNUAL REPORT			48

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PROXY STATEMENT

COMMERCE BANCSHARES, INC.

1000 Walnut Street

Kansas City, Missouri 64106

Annual Meeting April 25, 2025

SOLICITATION

This Proxy Statement, the accompanying proxy card and the 2024 Annual Report to Shareholders of Commerce Bancshares, Inc. (the “Company” or “Commerce”), are first being made available to security holders on or about March 14, 2025. The Board of Directors of the Company (the “Board” or “Board of Directors”) is soliciting your proxy to vote your shares at the Annual Meeting of Shareholders (the “Meeting”) on April 25, 2025. The Board is soliciting your proxy to give all shareholders of record the opportunity to vote on matters that will be presented at the Meeting. This Proxy Statement provides you with information on these matters to assist you in voting your shares.

What is a Proxy?

A proxy is your legal designation of another person (the proxy) to vote on your behalf. By completing and returning the enclosed proxy card, you are giving David W. Kemper and John W. Kemper, who were appointed by the Board, the authority to vote your shares in the manner you indicate on your proxy card.

Why did I receive more than one proxy card?

You will receive multiple proxy cards if you hold your shares in different ways (e.g., joint tenancy, trusts, custodial accounts) or in multiple accounts. If your shares are held by a broker, banker, trustee or nominee (i.e., in “street name”), you will receive your proxy card or other voting information from your broker, bank, trustee, or nominee, and you will return your proxy card or cards to your broker, bank, trustee or nominee. You should vote on and sign each proxy card you receive.

Only one Notice of Internet Availability of Proxy Materials or set of printed proxy materials was delivered to my address, but there are two or more shareholders at this address. How do I request additional copies of the proxy materials?

Computershare Trust Company, N.A., the entity retained to mail the Notice of Internet Availability of Proxy Materials or printed proxy materials to the Company’s registered owners, has been instructed to deliver only one notice or set of printed proxy materials to multiple security holders sharing an address unless the Company has received contrary instructions from you or one of the other shareholders. The Company will promptly deliver a separate copy of the notice or set of printed proxy materials for this year’s Annual Meeting or for any future meetings to any shareholder upon written or oral request. To make such request, please contact Computershare at 800-317-4445, hearing impaired/TDD at 800-952-9245, or write to Computershare, P.O. Box 43078, Providence RI 02940-3078. Overnight correspondence should be sent to Computershare, 150 Royall St., Suite 101, Canton, MA 02021. Similarly, you may contact Computershare through any of these methods if you receive multiple notices or sets of printed proxy materials and would prefer to receive a single copy in the future.

VOTING INFORMATION

Who is qualified to vote?

You are qualified to receive notice of and to vote at the Meeting if you owned shares of common stock, $5.00 par value, of the Company (“Common Stock”), at the close of business on the record date of Wednesday, February 26, 2025.

How many shares of Common Stock may vote at the Meeting?

As of February 26, 2025, there were 134,074,101 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock is entitled to one vote on each matter presented.

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What is the difference between a “shareholder of record” and a “street name” holder?

These terms describe how your shares are held. If your shares are registered directly in your name with Computershare Trust Company, N.A., the Company’s transfer agent, you are a “shareholder of record.” If your shares are held in the name of a broker, bank, trustee or other nominee as a custodian, you are a “street name” holder.

How do I vote my shares?

If you are a “shareholder of record,” you have several choices. You can vote your proxy:

•via the internet,

•over the telephone, or

•by requesting materials and using the proxy card enclosed with the materials.

Please refer to the specific instructions set forth on the Notice or proxy card. For security reasons, the electronic voting system has been designed to authenticate your identity as a shareholder.

If you hold your shares in “street name,” your broker, bank, trustee or nominee will provide you with materials and instructions for voting your shares.

Can I vote my shares in person at the Meeting?

The Annual Meeting will be a Virtual Meeting. You are entitled to attend and participate in the Annual Meeting only if you were a shareholder of record as of the record date or hold a valid proxy for the meeting. Those shareholders will be able to attend the Annual Meeting virtually, vote their shares and submit questions during the Meeting via live audio webcast by visiting: https://meetnow.global/MDFX7M2. To participate, you will need the 16-digit control number included in your proxy materials or on your proxy card. Please note that there will be no in-person meeting for you to attend.

What are the Board’s recommendations on how I should vote my shares?

The Board recommends that you vote your shares as follows:


			Proposal One			FOR the election of one nominee for the 2027 Class of Directors with a term expiring at the 2027 Annual Meeting of Shareholders.

			Proposal Two			FOR the election of all four nominees for the 2028 Class of Directors with terms expiring at the 2028 Annual Meeting of Shareholders.

			Proposal Three			FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm (independent auditors) for the fiscal year ending December 31, 2025.

			Proposal Four			FOR the approval of the Company's executive compensation (Say on Pay).

What are my choices when voting?


			Proposal One			You may cast your vote in favor of electing the nominee as Director or withhold your vote on the nominee.

			Proposal Two			You may cast your vote in favor of electing the nominees as Directors or withhold your vote on one or more nominees.

			Proposal Three			You may cast your vote in favor of, or against, the proposal, or you may elect to abstain from voting your shares.

			Proposal Four			You may cast your vote in favor of, or against, the proposal, or you may elect to abstain from voting your shares.

Shareholders do not have dissenters' rights of appraisal in connection with these proposals.

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How would my shares be voted if I do not specify how they should be voted?

If you sign and return your proxy card without indicating how you want your shares to be voted, the proxies will vote your shares as follows:


			Proposal One			FOR the election of one nominee for the 2027 Class of Directors with a term expiring at the 2027 Annual Meeting of Shareholders.

			Proposal Two			FOR the election of all four nominees for the 2028 Class of Directors with terms expiring at the 2028 Annual Meeting of Shareholders.

			Proposal Three			FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm (independent auditors) for the fiscal year ending December 31, 2025.

			Proposal Four			FOR the approval of the Company's executive compensation. (Say on Pay).

How are votes withheld, abstentions and broker non-votes treated?

If your shares are held in street name, unless you provide voting instructions to your broker, bank, trustee, or other nominee, your shares will not be voted on Proposals One, Two or Four. Those unvoted shares are referred to as broker non-votes and will be treated as not entitled to vote and have no effect on the outcome. In the election of Directors, broker non-votes will be considered solely for quorum purposes and are not counted for the election of Directors; withheld votes will be treated as votes against a Director. On Proposal Three (ratification of the appointment of KPMG LLP), your broker, bank, trustee, or other nominee may exercise its discretion and vote on Proposal Three. Abstentions will be treated as votes against Proposal Three. On Proposal Four (approval of the Company’s executive compensation), abstentions will be treated as votes against Proposal Four.

Can I change my vote after I have mailed in my proxy card?

If you are a “shareholder of record,” you may revoke your proxy by doing one of the following:

•by sending a written notice of revocation to the Secretary of the Company that is received prior to the Meeting, stating that you revoke your proxy;

•by delivery of a later-dated proxy (including a telephone or internet vote) and submitting it so that it is received prior to the Meeting in accordance with the instructions included on the proxy card(s); or

•by attending the meeting online at https://meetnow.global/MDFX7M2 and voting your shares at the virtual meeting. To participate, you will need the 16-digit control number included in your proxy materials or on your proxy card.

If you hold shares in “street name,” contact your broker, bank, trustee or other nominee for directions on how to change your vote.

What vote is required to approve each proposal?


			Proposal One			requires the number of affirmative votes of those shares represented by proxy and entitled to vote thereon at the Meeting to exceed the number of “withhold” votes for the director.

			Proposal Two			requires the number of affirmative votes of those shares represented by proxy and entitled to vote thereon at the Meeting to exceed the number of “withhold” votes for the directors.

			Proposal Three			requires the affirmative vote of a majority of those shares represented by proxy and entitled to vote thereon at the Meeting.

			Proposal Four			requires the affirmative vote of a majority of those shares represented by proxy and entitled to vote thereon at the Meeting. The vote on Proposal Four is a non-binding advisory vote.

While the Company’s directors will be elected by plurality vote at the Annual Meeting, as further described below under “Corporate Governance – Committees of the Board – Committee on Governance/Directors,” any director nominee in an uncontested election who receives a greater number of votes “withheld” than votes “for” his or her election is required, pursuant to the Company’s Bylaws, to promptly tender his or her resignation to the Board of Directors for consideration.

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Who will count the votes?

Representatives from Computershare Trust Company, N.A., the transfer agent, will count the votes and provide the results to the Inspectors of Election who will then tabulate the votes at the Meeting.

Who pays the cost of a proxy solicitation?

The cost of solicitation of proxies will be borne by the Company. In addition to solicitation by mail, proxies may be solicited personally or by telephone, facsimile transmission or via email by regular employees of the Company. Sodali & Co, 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902, has been retained by the Company, at an estimated cost of $11,500 plus reasonable out-of-pocket expenses, to aid in the solicitation of proxies; shareholders may contact Sodali & Co, at (800) 662-5200 and brokers and banks may contact Sodali & Co, at 203-658-9400. Brokerage houses and other custodians, nominees and fiduciaries may be requested to forward soliciting material to their principals and the Company will reimburse them for the expense of doing so. This Proxy Statement and proxy will be first sent to security holders on or about March 14, 2025.

Is this Proxy Statement the only way that proxies are being solicited?

No. As stated above, the Company has retained Sodali & Co to aid in the solicitation of proxy materials. In addition to mailing these proxy materials, certain directors, officers or employees of the Company may solicit proxies by telephone, facsimile transmission, e-mail or personal contact. They will not be compensated for doing so.

If you have any further questions about voting your shares or attending the Meeting, please call the Company’s Secretary, Margaret M. Rowe at 816-234-2371.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security ownership of certain beneficial owners:

This table includes each person known as of February 26, 2025 to be the beneficial owner of 5% or more of the Company’s outstanding Common Stock. Under applicable Securities and Exchange Commission Rules, beneficial ownership of shares includes shares as to which a person has or shares voting power and/or investment power.


Name and Address of Beneficial Owner	Number of shares (7)		Percent of Class (7)
Commerce Bank	7,312,970	(1)(2)	5.5
1000 Walnut Street Kansas City, Missouri 64106
The Vanguard Group	12,372,518	(3)	9.2
100 Vanguard Blvd. Malvern, PA 19355
BlackRock, Inc.	10,983,168	(4)	8.2
50 Hudson Yards New York, NY 10001
Aristotle Capital Management, LLC	8,844,209	(5)	6.6
11100 Santa Monica Blvd., Suite 1700 Los Angeles, CA 90025
State Street Corporation	7,076,051	(6)	5.3
1 Congress Street, Suite 1 Boston, MA 02114-2016

_______________________________________

(1)These shares represent the beneficial ownership of the Company’s Common Stock held in various trust capacities. Of those shares Commerce Bank had (i) sole voting power over 1,295,816 shares; (ii) shared voting power over 2,925,577 shares; (iii) sole investment power over 3,071,003 shares; and (iv) shared investment power over 1,573,803 shares.

(2)Those shares for which Commerce Bank has shared voting power include 2,474,085 shares held as Trustee for the Commerce Bancshares, Inc. Participating Investment Plan (the “Plan”), a 401(k) plan established for the benefit of the Company’s employees. Pursuant to the Plan, participants are entitled to direct the Trustee with regard to the voting of each participant’s shares held in the Plan. As to any shares for which no timely directions are received, the Trustee will vote such shares in accordance with the direction of the Company.

(3)This information is based solely on a Schedule 13G/A filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2024. Based upon the information contained in the filing, The Vanguard Group has sole voting and dispositive power with respect to 0 and 12,200,227 shares, respectively, shared voting and dispositive power with respect to 42,773 and 172,291 shares, respectively, and beneficially owns 12,372,518 shares of the Company’s Common Stock.

(4)This information is based solely on a Schedule 13G/A filed with the SEC on January 25, 2024. Based upon the information contained in the filing, BlackRock, Inc. has sole voting and dispositive power with respect to 10,721,003 and 10,983,168 shares, respectively, and beneficially owns 10,983,168 shares of the Company’s Common Stock.

(5)This information is based solely on a Schedule 13G/A filed with the SEC on February 14, 2024. Based upon the information contained in the filing, Aristotle Capital Management, LLC has sole voting and dispositive power with respect to 8,236,348 and 8,844,209 shares, respectively, and beneficially owns, 8,844,209 shares of the Company’s Common Stock.

(6)This information is based solely on a Schedule 13G filed with the SEC on February 4, 2025. Based upon the information contained in the filing, State Street Corporation shared voting and dispositive power with respect to 831,355 and 7,076,051 shares, respectively, and beneficially owns, 7,076,051 shares of the Company’s Common Stock.

(7)Ownership as of December 31, 2024.

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Security ownership of management:

The following information pertains to the Common Stock of the Company beneficially owned, directly or indirectly, by all Directors and nominees for Director, the executive officers named in the Summary Compensation Table, and by all Directors, nominees and executive officers of the Company as a group as of December 31, 2024.


Name of Beneficial Owner	Number of shares		Percent of Class
Kevin G. Barth	159,894	(1)	*
Terry D. Bassham	24,740		*
Blackford F. Brauer	40,849		*
W. Kyle Chapman	6,174		*
Karen L. Daniel	14,716		*
Earl H. Devanny, III	31,454		*
Timothy S. Dunn	168		*
June McAllister Fowler	4,274		*
John K. Handy	57,692		*
Robert S. Holmes	52,807		*
David W. Kemper	1,234,052	(4)	1.2
	122,093	(2)
	270,564	(3)
	49,159	(5)
John W. Kemper	232,312	(1)(5)	1.3
	270,564	(3)
	1,204,557	(4)
Jonathan M. Kemper	1,351,742	(1)	1.3
	108,755	(2)
	270,564	(3)
Charles G. Kim	155,066	(1)	*
Benjamin F. Rassieur, III	37,651		*
Todd R. Schnuck	28,324		*
Christine B. Taylor	6,354		*
All Directors, nominees and executive officers as a group (including those listed above)	4,166,229	(1)	3.1

_______________________________________

(1)Includes shares which could be acquired within 60 days by exercise of stock appreciation rights (SARs). Shares acquired by exercise of SARs were computed on a net basis, assuming the rights were exercised at a price equal to the fair market value of the Common Stock at December 31, 2024. Shares which could be acquired within 60 days by exercise of SARs are as follows: Messrs. Kevin G. Barth — 11,120; John W. Kemper — 25,059; Jonathan M. Kemper — 26,200; Charles G. Kim — 11,270; and all Directors, nominees and executive officers as a group (including those listed above) — 87,950.

(2)Shared voting power and investment power.

(3)Owned by a corporation for which Messrs. David W. Kemper, John W. Kemper and Jonathan M. Kemper are shareholders and serve as Directors. Messrs. David W. Kemper, John W. Kemper and Jonathan M. Kemper disclaim beneficial ownership of such shares, other than to the extent of their pecuniary interests.

(4)Includes 1,204,557 shares of which Mr. David W. Kemper is the beneficial owner, but shares voting power with Mr. John W. Kemper.

(5)Includes 49,159 shares of which Mr. John W. Kemper is the beneficial owner, but shares voting power with Mr. David W. Kemper.

* Less than 1%

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COMPOSITION OF THE BOARD, BOARD DIVERSITY AND DIRECTOR QUALIFICATIONS

Composition of the Board

As of December 31, 2024, the full Board consisted of twelve Directors. The Board was divided into three classes consisting of one class of five Directors (2025 Class), one class of four Directors (2026 Class), and one class of three Directors (2027 Class). Unless otherwise noted, the Directors in each class serve a three-year term. The term of each class expires at successive Annual Meetings so that the shareholders elect one class of Directors at each Annual Meeting.

Board Diversity

The Committee on Governance/Directors seeks nominees with a broad diversity of experience, professions, and perspectives, including diversity with respect to race, ethnicity, gender, geography, and areas of expertise. The Committee ensures that women and minority candidates are included in the candidate pool from which non-incumbent Director nominees are selected, and it employs a variety of strategies to help develop a diverse candidate pool.

Director Qualifications

With respect to its recommendations of prospective candidates to the Board, the Committee on Governance/Directors may establish the criteria for Director service and will consider, among other things, the independence of the candidates under applicable standards and such experience and moral character as to create value to the Board, the Company and its shareholders. With respect to incumbent candidates, the Committee on Governance/Directors also considers meeting attendance, meeting participation and ownership of Company stock. The criteria and selection process are not standardized and may vary from time to time. Relevant experience in business, government, the financial industry, cybersecurity, education and other areas are prime measures for any nominee. Additional areas of expertise typically sought by the Committee include, but are not limited to: audit and controls, corporate governance, finance, accounting, major lines of business within the Company, business strategy, specific industries strategically important to the Company, and risk management.

PROPOSAL ONE

ELECTION OF DIRECTORS

Director Nominees

Effective as of the date of the Meeting, the full Board will consist of twelve Directors. The Company reviewed class composition and determined a special election to move one member from the 2025 Class into the 2027 Class for a two-year term was most appropriate. As a result of this redistribution, the Board will be divided into three classes consisting of four Directors per class.

The election of one Director to the 2027 Class and four Directors to the 2028 Class will take place at the Meeting. At its meeting on January 31, 2025, the Board approved the recommendation of the Committee on Governance/Directors that one 2027 Class Director be elected for a two-year term and four 2028 Class Directors be elected for a three-year term.

If elected, the 2027 Class Director nominee will serve on the Board until the Annual Meeting in 2027, or until his successor is duly elected and qualified in accordance with the Company’s Bylaws. If the nominee should become unable to accept election, the persons named on the proxy card as proxies may vote for such other person recommended by the Company’s Board of Directors. Management has no reason to believe that the nominee for election named below will be unable to serve.


The Board of Directors Recommends that Shareholders Vote FOR the Nominee Listed Below

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Nominee For Election to the 2027 Class of Directors:


Benjamin F. Rassieur, III, 70 President Paulo Products Company Director Since: August 1997						Committees: Audit and Risk Committee (Chairman); Committee on Governance/Directors; and Executive Committee Other Directorships: None Discussion: Mr. Rassieur is President of a successful, private company that performs heat treating and metal finishing at six plants in three states and Mexico. His business provides a leading indicator of general economic conditions. Mr. Rassieur graduated cum laude from Amherst College with a degree in economics. He has been a director of Commerce Bank and has been a long time member of the Company’s Audit and Risk Committee. He is the current Chairman of the Audit and Risk Committee. His community involvement includes being a Director of Concordance Academy.

PROPOSAL TWO

ELECTION OF DIRECTORS

Director Nominees

If elected, the four 2028 Class Director nominees will serve on the Board until the Annual Meeting in 2028, respectively, or until their successors are duly elected and qualified in accordance with the Company’s Bylaws. If any of the four nominees should become unable to accept election, the persons named on the proxy card as proxies may vote for such other person(s) recommended by the Company’s Board of Directors. Management has no reason to believe that any of the four nominees for election named below will be unable to serve.


The Board of Directors Recommends that Shareholders Vote FOR All Four Nominees Listed Below

Nominees For Election to the 2028 Class of Directors:


Timothy S. Dunn, 47 Chairman of the Board and Chief Investment Officer JE Dunn Construction Company Director Since: New Director Nominee						Committees: Audit and Risk Committee (if elected) Other Directorships: None Discussion: Timothy Dunn serves as Chairman of the Board and Chief Investment Officer for the family and employee-owned JE Dunn Construction Company. Started in 1924 and now in its fourth generation of family leadership, JE Dunn serves clients as a national commercial general contractor from its 26 offices with revenues of $7.5B. Mr. Dunn started his career outside of JE Dunn gaining experience in finance/risk roles. Early in his tenure with JE Dunn, he focused on the risk management and insurance/surety part of the business. He became Chief Investment Officer of JE Dunn in 2010, managing all investment activities of the company and its wholly owned insurance captive, William Henry Insurance, LLC. In 2014, he founded and became President of JE Dunn Capital Partners, a real estate co-invest platform that has originated over $1.5B in real estate development deals across a variety of different building types. He succeeded his father and became board chair of JE Dunn in 2019. He supports numerous community efforts and sits on several boards. He brings to this Board finance and risk management expertise in addition to his knowledge of the construction industry, one of the Company’s important target industries for financial services. Mr. Dunn is a graduate of the University of Richmond and holds a BSBA in Accounting and a Master’s in Entrepreneurial Real Estate from University of Missouri-KC. He served as a member of the Commerce Bank Kansas City Advisory Board from 2018 to 2024.

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June McAllister Fowler, 68 Retired, Senior Vice President, Communications, Marketing and Public Affairs of BJC HealthCare Director Since: April 2022						Committees: Compensation and Human Resources Committee Other Directorships: None Discussion: Until her retirement in December, 2021, as Senior Vice President of Communications, Marketing and Public Affairs of BJC HealthCare, June McAllister Fowler led internal, external, and public policy communications and government and community relations efforts on behalf of BJC HealthCare, one of the largest nonprofit health care organizations in the United States and one of the largest private employers in the state of Missouri. Ms. Fowler had responsibility for multiple areas, including media relations, executive communications, community benefit, community affairs, government and external relations, health literacy, corporate marketing, creative services, web development, media services and the award‐winning employee online newspaper, BJC Today. Prior to joining BJC, Ms. Fowler was senior director of communications and community affairs for Mallinckrodt. She began her career as an urban planner with St. Louis County government, ultimately serving as director of the Department of Planning. Ms. Fowler provides the Board a unique insight to the healthcare industry, which includes experience managing government and community relations. Ms. Fowler earned her master’s degree in urban affairs from Washington University in St. Louis. She completed her bachelor’s degree at the University of Missouri–Columbia. Ms. Fowler has been an active volunteer throughout the region for many years. She currently serves as the board chair of Cortex Innovation and was recently elected vice chair of the board of the Missouri Botanical Garden. She also serves on the board of The Muny outdoor theater and the St. Louis International Airport Commission. Most recently she was on the boards of KIPP St. Louis Public Charter School (immediate past board chair) and Citizens for Modern Transit (immediate past chair). She has served as a member of Washington University Public Affairs National Council, and the Health Care Industry Council of the Federal Reserve Bank of St. Louis. Ms. Fowler is a past chair of the Girl Scout Council of Eastern Missouri and the Metropolitan Association for Philanthropy.



Todd R. Schnuck, 66 Chairman of the Board and Chief Executive Officer Schnuck Markets, Inc. Director Since: April 2010						Committees: Audit and Risk Committee Other Directorships: None Discussion: Todd R. Schnuck is Chairman and Chief Executive Officer of Schnuck Markets, Inc. (since October 2014; from 2006 to 2014 served as President and Chief Operating Officer; and prior to 2006, served as Chief Financial Officer). As Chairman and Chief Executive Officer of Schnuck Markets, Inc., Mr. Schnuck brings to the Board a unique perspective from a consumer driven industry that faces many of the same issues that the Company faces, such as selection of retail locations, geographic expansion, and customer loyalty. With stores in Missouri, Illinois, Indiana, and Wisconsin, Schnuck Markets, Inc. operates in much of the same footprint as the Company. A graduate of the University of Virginia with an M.B.A. from Cornell, Mr. Schnuck had several years' experience in the investment banking profession before joining the family-owned business and serving as its Chief Financial Officer and Chief Operating Officer prior to his current position. Mr. Schnuck has previously served as an advisory director of Commerce Bank.

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Christine B. Taylor, 49 President & Chief Executive Officer Enterprise Mobility Director Since: April 2022						Committees: Committee on Governance/Directors Other Directorships: None Discussion: Chrissy Taylor is president & CEO of Enterprise Mobility, a leading provider of mobility solutions including car rental, fleet management, flexible vehicle hire, carsharing, vanpooling, car sales, truck rental, luxury rental, vehicle subscription, as well as other transportation technology services and solutions. Enterprise Mobility manages the Enterprise Rent-A-Car, National Car Rental and Alamo brands. As the third generation of Taylors to lead Enterprise Mobility, she rose through the ranks before being elevated to her current role in 2020. Her two previous positions were as executive vice president & chief operating officer from 2016-19 and president & COO from 2019-20. After joining the organization as a management trainee in 2000, her early highlights include developing the business’ consumer rental market in Europe (2006-08), helping guide the financial restructuring of Fleet Management (2008-11), managing the Car Sales business (2011-13) and overseeing North American operations (2013-16). Ms. Taylor serves a number of organizations both nationally and locally, including the Business Roundtable and U.S. Travel Association. She is also part of the first majority female-owned soccer club in MLS history: St. Louis CITY SC. Ms. Taylor brings to the Board insight into the economic trends related to mobility and experience in delivering best-in-class customer experience and service. Ms. Taylor earned a bachelor’s degree in sociology from Miami University and master’s in business administration from Washington University in St. Louis.

The following information is provided with respect to the Directors who are continuing in office for the respective periods and until their successors are elected and qualified.


2027 Class of Directors

Terry D. Bassham, 64 Retired Chief Executive Officer and President Evergy, Inc. Director Since: February 2013						Committees: Compensation and Human Resources Committee (Chairman), Committee on Governance/Directors and Executive Committee Other Directorships: None Discussion: Prior to his retirement as President & CEO of Evergy, Inc., Mr. Bassham served as Chairman of the Board, President and CEO (since June 2012), of Great Plains Energy, KCP&L, and Greater Missouri Operations. As of January 2021, Mr. Bassham retired from all responsibilities at Evergy. Mr. Bassham originally served as KCP&L Executive Vice President of Finance, Strategic Development and CFO, and subsequently as Executive Vice President of Utility Operations. He graduated from the University of Texas-Arlington and earned a Juris Doctor degree from St. Mary's University Law School in San Antonio, Texas. Mr. Bassham previously practiced as a regulatory attorney and has served as an advisory director of the Company's banking subsidiary in Kansas City. He is active in the Kansas City area community and has served as a board member of the Kansas City Scholars. Mr. Bassham brings to the Board an inside perspective of the energy industry and experience in a highly regulated industry with a publicly traded company.

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John W. Kemper, 47 President and Chief Executive Officer Commerce Bancshares, Inc. Director Since: September 2015						Committees: Executive Committee Other Directorships: Tower Properties Company (since March 2008) Discussion: John W. Kemper is President and Chief Executive Officer of Commerce Bancshares, Inc., and Chairman and Chief Executive Officer of Commerce Bank. Mr. Kemper joined Commerce in 2007 leading strategy and working across a number of leadership roles within the Company. Prior to his current role, Mr. Kemper served as the Company’s President and Chief Operating Officer. Before joining Commerce, Mr. Kemper worked as an Engagement Manager in the New York and Chicago offices of McKinsey & Co. While at McKinsey, Mr. Kemper led consulting teams on strategy and operations engagements for a number of clients in the financial services and airline industries. Mr. Kemper holds a Bachelor of Arts in history and political science from Stanford University, a Master of Science in economic history from the London School of Economics and an M.B.A. from Northwestern University's Kellogg School of Management. Mr. Kemper is a member of the Visa Executive Client Counsel and serves on the boards of several civic organizations in the St. Louis region. Mr. Kemper is the son of David W. Kemper, Executive Chairman of the Board, and nephew of Jonathan M. Kemper, retired Chairman Emeritus, Commerce Bank, Kansas City Region.


Jonathan M. Kemper, 71 Retired Chairman Emeritus Commerce Bank, Kansas City Region Director Since: February 1997						Committees: None Other Directorships: Tower Properties Company (Non-Executive Chairman since April 2005) Discussion: Mr. Kemper transitioned from day-to-day responsibilities at the Company in August 2018. After graduating from Harvard College, Mr. Kemper received an M.B.A. from Harvard University's Graduate School of Business. Prior to working for the Company, Mr. Kemper held various positions in the financial industry in New York and Chicago, including positions with Citicorp, the Federal Reserve Bank of New York, and M. A. Schapiro and Company. Mr. Kemper previously served on the Federal Advisory Council to the Federal Reserve Board from January 2012 to December 2015. Mr. Kemper is involved in several community and business organizations. Mr. Kemper is a recognized community leader in one of the Company's largest markets and also brings expertise in current and emerging technologies to the Board. Mr. Kemper is the brother of David W. Kemper, Executive Chairman of the Board, and the uncle of John W. Kemper, President and Chief Executive Officer of the Company.



2026 Class of Directors

Blackford F. Brauer, 48 President Hunter Engineering Company Director Since: May 2022						Committees: Audit and Risk Committee Other Directorships: None Discussion: Mr. Brauer is President of Hunter Engineering Company, a manufacturer of capital equipment for the automotive industry. Hunter Engineering products are designed and built in the United States and used by automotive workshops in over 100 countries. Mr. Brauer provides experience with business strategy and internal controls, in addition to insight into an industry that is important to the Company. Mr. Brauer earned a Master of Business Administration degree from Northwestern University and Bachelor of Arts degree in Economics from Princeton University. Mr. Brauer serves as a Director of the Donald Danforth Plant Science Center and a Trustee of Washington University. Mr. Brauer served as a member of the Commerce Bank St. Louis Advisory Board from 2009 to 2022.

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W. Kyle Chapman, 46 President and Board Member Barry-Wehmiller Group, Inc. Director Since: May 2022						Committees: Compensation and Human Resources Committee Other Directorships: None Discussion: Mr. Chapman is President and Board Member of Barry-Wehmiller Group, Inc., a global organization that manufactures capital equipment and provides consulting services for a broad set of industries (e.g., food & beverage, life sciences, healthcare, general industrial). In addition, Mr. Chapman serves on Barry-Wehmiller’s Board of Directors. Mr. Chapman has been with the Barry-Wehmiller Group since 2009, when he co-founded BW Forsyth Partners. He served as a strategic financial advisor to the Barry-Wehmiller Group leadership team from 2015 to 2019, while co-leading BW Forsyth Partners, and was named Barry-Wehmiller’s Interim Chief Financial Officer in early 2020, shortly before becoming President. Prior to his employment with the Barry-Wehmiller Group, Mr. Chapman gained private equity and operating experience at various companies. In addition to his experience as a strategic financial advisor, Mr. Chapman provides the Board with a view into the economic conditions associated with a variety of industries. Mr. Chapman has a Bachelor of Science in commerce from the McIntire School of Commerce at the University of Virginia. He served as a member of the Commerce Bank St. Louis Advisory Board from 2012 to 2022.


Karen L. Daniel, 67 Retired Chief Financial Officer and Executive Director Black & Veatch Director Since: January 2018						Committees: Audit and Risk Committee Other Directorships: Snap-on Tools (since 2005); and Teladoc Health, Inc. (since 2020) Discussion: Ms. Karen Daniel graduated from Northwest Missouri State University and received her master's degree in accounting from the University of Missouri-Kansas City. She spent 11 years with the certified public accounting firm of Peat Marwick (KPMG), rising to Senior Audit Manager. She retired from Black & Veatch in July 2018 as Chief Financial Officer (CFO) and Executive Director. Ms. Daniel joined Black & Veatch in 1992 with the internal audit group, was named Chief Financial Officer in 1999 and joined the Black & Veatch Board of Directors in 2006. In her role as CFO, she was responsible for developing and executing business strategies, and as President of Black & Veatch's Global Finance & Technology Solutions Division, led the global finance and IT organizations. Ms. Daniel serves on numerous public and philanthropic boards: Snap-on, Inc., Giant Eagle, and Kansas City Campus for Animal Care, KC Royals Foundation, Ewing Marion Kauffman Foundation, and the 2017 Chair of the KC Chamber Board of Directors, completing her final term in November 2018. In 2023, Ms. Daniel was appointed President of the Board of Directors for KC2026 which is responsible to deliver World Cup matches and associated activities to the KC region. Ms. Daniel also served as Vice-Chair of former President Obama's Advisory Council on Doing Business in Africa.


David W. Kemper, 74 Executive Chairman Commerce Bancshares, Inc. Director Since: February 1982						Committees: Executive Committee (Chairman) Other Directorships: Tower Properties Company (since October 1989); and Post Holdings, Inc. (since September 2015) Discussion: Mr. Kemper became Executive Chairman in August 2018. He previously was the Chairman and Chief Executive Officer of the Company from 1991 to 2018 and was President of the Company from 1982 until February 2013. He graduated cum laude from Harvard College, earned a master's degree in English literature from Oxford University, and an M.B.A. from the Stanford Graduate School of Business. He is the Past President of the Federal Advisory Council to the Federal Reserve Board. Mr. Kemper is active in the St. Louis community, serving as a board member of Washington University in St. Louis, the Missouri Botanical Garden, and the St. Louis Art Museum. He is also a board member of the Crawford Group, Inc. and Post Holdings. Mr. Kemper brings to the Board a thorough understanding of the financial industry and an appreciation of the values upon which the Company was founded. Mr. Kemper is the brother of Jonathan M. Kemper, retired Chairman Emeritus, Commerce Bank, Kansas City Region, and the father of John W. Kemper, President and Chief Executive Officer of the Company.

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Other Directors

Earl H. Devanny, III, 73 Retired Chief Executive Officer TractManager Director Since: April 2010						Committees: Committee on Governance/Directors (Chairman); and Executive Committee Other Directorships: None Discussion: Mr. Devanny is a former advisory director of Commerce Bank and has extensive experience with regulated industries. Mr. Devanny holds a Bachelor of Arts degree in English from the University of the South (Sewanee). Mr. Devanny served as CEO of TractManager Holdings, LLC from September 2016 to April 2021, until his retirement. Prior to this position, Mr. Devanny served as the President of Healthcare at Nuance Communications from April 2014 to August 2016, as CEO of The TriZetto Group from July 2010 to May 2013, and the President of Cerner Corporation from August 1999 to July 2010. This experience brings a professional insight into the healthcare industry, one of the Company's most important target industries for financial services.

Mr. Devanny's current term on the Board will end effective as of the date of the Meeting.

“Other Directorships,” both for nominees and those continuing in office, includes directorships at any public company or registered investment company during the previous five years.

CORPORATE GOVERNANCE

Corporate Governance Guidelines and Code of Ethics

The Board has adopted guidelines on significant corporate governance matters that, together with the Company’s Code of Ethics and other policies, create the corporate governance standards for the Company. You may view the Corporate Governance Guidelines on the Company’s website at https://investor.commercebank.com/overview/corporate-governance/, where you will also find the Corporate Code of Ethics, the Code of Ethics for Senior Financial Officers, the Related Party Transaction Policy, and the charters of the Audit and Risk Committee, Committee on Governance/Directors and the Compensation and Human Resources Committee.

Each Director and all executive officers are required to complete annually a Director and Executive Officer Questionnaire (“Questionnaire”). The information contained in the responses to the Questionnaire is used, in part, to determine Director independence and identify material transactions with the Company in which a Director or executive officer may have a direct or indirect material interest.

Insider Trading Policy

The Company has adopted a Policy regarding insider trading that governs the purchase, sale, and other dispositions of the Company’s securities by directors, officers and employees of the Company, and by the Company itself, that is designed to promote awareness and compliance with insider trading laws, rules, regulations and applicable NASDAQ listing standards. A copy of the Company’s Insider Trading Policy was filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Shareholder Communications

The Board has not adopted a formal policy for shareholder communications. We believe a formal policy is unnecessary because the Company has a longstanding practice that shareholders may communicate with the Board or any individual Director through the Secretary of the Company. The Secretary will forward all such communications to the Board or any individual Director. The Secretary will not forward any communications that: (i) constitute commercial advertising of products; (ii) contain offensive language or material; (iii) are not legible or coherent; or (iv) are in the nature of customer complaints that can be handled by Company management.

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Director Independence

In accordance with the rules of the NASDAQ Stock Market LLC (“NASDAQ”), the Board, on the recommendation of the Committee on Governance/Directors, determines the independence of each Director and nominee for election as a Director. The Committee on Governance/Directors applies the definition of “independent director” adopted by NASDAQ to information derived from responses to the Questionnaire and from research of the Company’s records provided by the General Counsel, Controller and Auditor of the Company. The Board, on the basis of the recommendation of the Committee on Governance/Directors, determined that the following non-employee Directors of the Company and Director nominees are independent:


Terry D. Bassham						Timothy S. Dunn*
Blackford F. Brauer						June McAllister Fowler
W. Kyle Chapman						Benjamin F. Rassieur, III
Karen L. Daniel						Todd R. Schnuck
Earl H. Devanny, III						Christine B. Taylor

______________________________
* Director nominee

Based on the NASDAQ definition of “independent director,” the Board determined that David W. Kemper and John W. Kemper, as employed executive officers of the Company, are not independent, and that Jonathan M. Kemper, as a former employee of the Company, is not independent.

Board Meetings

The Board held four regularly scheduled meetings in 2024. In conjunction with scheduled meetings, the Board regularly meets in Executive Session. During Executive Session, the Board has the opportunity to meet without the presence of any non-independent employee directors. All Directors attended 100% of the Board and Committee meetings on which they served in 2024. Although it is not the policy of the Company that Directors attend the Annual Meeting of Shareholders, all the Directors attended the 2024 Annual Meeting of Shareholders on April 17, 2024.

Board Leadership Structure

Prior to August 1, 2018, David W. Kemper served as both principal executive officer and chairman of the Board. Combining the principal executive officer position with the chairmanship of the Board was established in the Company’s original governing documents. Until February 8, 2013, under the Company’s Bylaws, the Chairman of the Board was the chief executive officer of the Company by definition. The incorporators of the Company believed in establishing direct accountability to the shareholders for the chief executive officer who is responsible for the day-to-day decisions that affect the Company’s value. A combined Chairman and Chief Executive Officer avoids potential conflicts between incumbents, establishes accountability, and has the added advantage of eliminating additional compensation expense that would result from separating these two functions. Since its incorporation, the financial strength and esteemed reputation the Company has achieved are a testament to, and a direct result of, the leadership of the two people who have held these combined positions, James M. Kemper, Jr. and current Executive Chairman, David W. Kemper. At its meeting on February 8, 2013, the Board amended the Bylaws to permit, but not require, the separation of the positions of Chairman and Chief Executive Officer. At its meeting on April 2, 2018, the Board determined that, effective on August 1, 2018, the positions of Chairman and Chief Executive Officer would be separated, with David W. Kemper assuming the position of Executive Chairman and John W. Kemper assuming the position of President and Chief Executive Officer.

The Chairman of the Committee on Governance/Directors serves as the Lead Director of the Board. The purpose and effect of this designation is to establish leadership in the Board room during the executive sessions of the Board members.

Committees of the Board

The Board has four committees, three of which (the Compensation and Human Resources Committee, the Committee on Governance/Directors, and the Audit and Risk Committee) are standing committees that meet at least once per year. The Compensation and Human Resources Committee, the Committee on Governance/Directors, and the Audit and Risk Committee are comprised solely of non-employee, independent Directors in accordance with NASDAQ listing standards. The members of the Compensation and Human Resources Committee are also “non-employee Directors” under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “outside Directors” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The charter for each committee is available online as noted herein. The charters are also available in print to any shareholder who makes a request of the Secretary of the Company. Pursuant to the Company’s Bylaws, the Board has established an Executive Committee to meet as necessary. The Executive Committee does not have a charter and consists of both independent, non-employee Directors and employee Directors.

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The Executive Committee is comprised of David W. Kemper, John W. Kemper, Terry D. Bassham, Earl H. Devanny, III, and Benjamin F. Rassieur, III. The table below shows the current membership of the standing committees of the Board:

Compensation and Human Resources

Governance/Directors

Audit and Risk

Terry D. Bassham*

Terry D. Bassham

Blackford F. Brauer

W. Kyle Chapman

Earl H. Devanny, III**

Karen L. Daniel

June McAllister Fowler

Benjamin F. Rassieur, III

Benjamin F. Rassieur, III*

Christine B. Taylor

Todd R. Schnuck

______________________________

* Committee Chairman

** Committee Chairman and Lead Director

Compensation and Human Resources Committee

The Compensation and Human Resources Committee met once in 2024. The Compensation and Human Resources Committee is comprised solely of independent, non-employee Directors. The charter of the Compensation and Human Resources Committee may be found on the Company’s website at https://investor.commercebank.com/overview/corporate-governance/.

The Compensation and Human Resources Committee’s responsibilities, discussed in detail in the charter, include the following:

•Establishing the Company’s general compensation philosophy and overseeing the development and implementation of executive and senior management compensation programs;

•Reviewing and approving corporate goals and objectives relevant to the compensation of executives and senior management;

•Reviewing the performance of executives and senior management;

•Determining the appropriate compensation levels for executives and senior management;

•Making recommendations to the Board with respect to the Company’s incentive plans and equity-based plans;

•Overseeing regulatory compliance with respect to compensation matters, including overseeing the Company's policies on structuring compensation programs to preserve tax deductibility; and

•Advising and consulting with management on succession planning.

The Compensation and Human Resources Committee’s processes for considering and determining executive compensation are described under the heading “Compensation and Human Resources Committee Processes” in the section entitled “Compensation Discussion and Analysis”.

Committee on Governance/Directors

The Committee on Governance/Directors met once in 2024. The Committee on Governance/Directors is comprised solely of independent, non-employee Directors. The charter of the Committee on Governance/Directors may be found on the Company’s website at https://investor.commercebank.com/overview/corporate-governance/.

The Committee on Governance/Directors’ responsibilities, discussed in detail in the charter, include the following:

•Evaluating proposed candidates for directorship in the Company;

•Evaluating Board performance;

•Establishing the agenda for the annual meeting of shareholders;

•Evaluating the quality of the information and analysis presented to the Board and standing committees;

•Assessing the independence of Directors; and

•Evaluating the performance of the Company relative to corporate governance matters.

The Chairman of the Committee on Governance/Directors serves as the Lead Director of the Board and chairs the Board’s Executive Sessions.

Typically, by the end of January of each year, the Committee on Governance/Directors meets and makes its recommendations to the Board of its proposed slate of Directors for the class of Directors to be elected at the next annual meeting; the date, time and place of the annual meeting; and the matters to be placed on the agenda for the annual meeting. At its meeting on January 29, 2025, the Committee on Governance/Directors determined its nominees for the Class of 2027 and

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2028. Each nominee approved by the Committee for inclusion on the Company's proxy card (other than nominees who are Directors standing for re-election), was recommended by the Chief Executive Officer.

The Committee on Governance/Directors will follow the requirements described in the Company's Bylaws in the event any director nominee in an uncontested election does not receive a “Majority Vote” (meaning the number of votes cast “for” election of the director must exceed the number of “withheld” votes). The requirements include, without limitation, the tender of a resignation by the director nominee, a recommendation by the Committee and a decision by the Board about whether to accept the resignation, and any required next steps. Any director whose resignation is being considered will not participate in the Committee on Governance/Directors recommendation or Board consideration regarding whether or not to accept the resignation. The Company will promptly publicly disclose any Board decision.

The Committee will consider individuals for Board membership that are proposed by shareholders in accordance with the provisions of the Company’s Bylaws. A description of those provisions can be found under “Shareholder Proposals and Nominations” below. The Committee on Governance/Directors will consider individuals proposed by shareholders under the same criteria as all other individuals.

Audit and Risk Committee

The Company has a separately designated standing Audit and Risk Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. In 2024, the Audit and Risk Committee met four times. The Audit and Risk Committee is comprised solely of independent, non-employee Directors, and is chaired by Mr. Rassieur. The Board has determined that Ms. Daniel and Mr. Schnuck are each an “Audit and Risk Committee financial expert” as required by the SEC and Ms. Daniel is an “Audit and Risk Committee risk expert” as required by Regulation YY as adopted by the Federal Reserve Board. As a regulated financial company, risk evaluation is inherent in overseeing the Company’s financial reporting processes, and the Company’s compliance with legal and regulatory requirements. For that reason, the Audit and Risk Committee is the primary vehicle for risk oversight by the Board and reviews reports at each of its meetings from legal, audit, compliance, credit review, corporate finance and the Enterprise Risk Management Committee (which oversees the Company's Information Security Strategy Board that directs the Company's Information and Cybersecurity program). The charter of the Audit and Risk Committee may be found on the Company’s website at https://investor.commercebank.com/overview/corporate-governance/.

The Audit and Risk Committee’s responsibilities, discussed in detail in the charter, include monitoring and oversight over:

•The internal control over financial reporting of the Company and the audits of its financial statements;

•The independent auditor's qualification and independence;

•The performance of the Company's internal audit function and independent auditors;

•The Internal Audit Director's impartiality and independence;

•Compliance by the Company with legal and regulatory requirements;

•The Company's risk management governance structure and risk management framework, including the strategies, policies, and processes established by management to identify, assess, measure, and manage major risks facing the Company;

•The performance of the Company's internal credit review function; and

•The Company's progress on Environmental, Social and Governance initiatives and activities.

Additional information on the activities of the Audit and Risk Committee is provided in the section entitled “Audit and Risk Committee Report”.

Board Risk Oversight

The Board is actively engaged in overseeing the Company’s risk management efforts. The Company and Commerce Bank are subject to examination by the Federal Reserve Bank (“Federal Reserve”), the Missouri Division of Finance (“MDOF”) and the Consumer Financial Protection Bureau (“CFPB”). Examinations focus on and evaluate compliance with applicable laws and regulations as well as assessing how the Company, Commerce Bank and their subsidiaries manage credit, market (interest rate), liquidity, operational, legal, compliance, strategic and reputational risks.

To manage these risks, the Company's management has adopted a Risk Management Governance Structure including, without limitation, the following risk management committees: Enterprise Risk Management Committee, Asset Liability Committee, Consumer Risk Committee, Credit Policy Committee, Operational Risk Committee, Volcker Committee, Commerce Trust Risk Management Committee, and Information Security Strategy Board. These committees routinely report on risk issues and provide updates to the Audit and Risk Committee.

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Additionally, the Board and the Audit and Risk Committee regularly review Reports of Examination from the Federal Reserve, MDOF and CFPB. The Audit and Risk Committee periodically meets with officers and examiners of the Federal Reserve and MDOF. Regular presentations are made to the Board and the Audit and Risk Committee by the Chief Financial Officer, the Chief Credit Officer, and the Chief Risk Officer and include matters noted in the Reports of Examination.

Further, the Audit and Risk Committee annually reviews and approves a Risk Appetite Statement presented by management setting forth the Company’s general appetite for credit, liquidity, market, operational, legal, compliance, strategic and reputational risks. The Audit and Risk Committee monitors exposure to and management of these risks by reviewing results of key risk indicators and related risk metrics on a quarterly basis.

Information Security and Data Privacy

The Company has adopted comprehensive information security and data privacy policies, aligned with the National Institute of Standards and Technology (“NIST”) and International Organization for Standardization (“ISO”) standards, and regularly benchmarks its information security program against reputable industry assessments. The Company’s security governance framework includes a dedicated information security program that reports regularly to the Information Security Strategy Board, the Operational Risk Committee, the Enterprise Risk Management Committee and the Board’s Audit and Risk Committee.

The Company protects customer information in compliance with Federal Reserve SR Letter 01-15 in support of the Gramm-Leach-Bliley Act (GLBA) section 501(b), section 216 of the Fair and Accurate Credit Transaction Act of 2003 (FACT Act), Health Insurance Portability and Accountability Act (HIPAA), and the Payment Card Industry Data Security Standards (PCI DSS). The Company's information security program balances security risks with business goals and provides appropriate protections for the confidentiality, integrity and availability of bank and customer information. The program is audited twice each year by Company internal auditors and annually by federal and state regulators. Independent third-party penetration testing is conducted quarterly against external network and high risk applications. The Company maintains insurance commensurate with assessed levels of security and privacy risk.

All employees and contractors are required to take regular training on information security requirements and must acknowledge policies and standards annually. In addition, the Company conducts frequent phishing campaigns to test and educate all employees on how to spot phishing attacks and to measure the effectiveness of our training program. The Commerce Privacy Statement, found on the Company's website at https://www.commercebank.com/security-center/privacy-statement, serves as a standard for all employees for collection, use, retention and security of nonpublic personal information and provides detail on how customers may limit use of their information.

Finally, applications, databases, information technology infrastructure, service providers and business units that handle sensitive information are evaluated annually as part of the information security risk assessment. New applications, infrastructure components and service providers are also assessed prior to integration with existing systems. The Company and Commerce Bank contractually require all service providers, contractors, sub-contractors, or other third parties that process, transmit, access, or store bank or customer data to comply with all relevant Company policies (including, but not limited to, retention, encryption, transmission, and application security policies) and safeguards and to be in compliance with all applicable laws. Additional information concerning the Company's Information and Cybersecurity program is presented in Item 1C of the Company's 2024 Annual Report on Form 10-K which accompanies this proxy statement.

Environmental, Social and Governance

The Company is committed to our environmental, social and governance practices as it relates to corporate responsibility with the Audit and Risk Committee assuming primary oversight responsibility for our efforts.

We believe corporate responsibility standards and our business practices are intrinsically aligned with our corporate core values: We have a long-term view; We collaborate as one team; We act with integrity; We are customer focused; and We strive for excellence. We recognize the importance for our stakeholders to know and understand our efforts and have included several highlights below to demonstrate our ongoing progress in these areas.

Environmental

Though our business model does not include traditional production or distribution processes, we recognize that our operations and employees do impact the environment, and we’ve taken steps to minimize that effect and promote sustainable business practices for the long term. In addition to reducing energy demand in our corporate facilities by curtailing usage during peak hours, we have installed solar panels in over 10% of our branches, continue to promote recycling, and installed video conferencing equipment throughout our buildings and conference rooms to reduce the need for travel. Among our branch network and within our corporate buildings, we continue to look for ways to be good stewards of the environment.

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Social

We recognize the importance of engaging with our employees and our communities to build strong relationships and ensure long-term success. We demonstrate our customer promise – helping you focus on what matters most – by collaborating with our customers to develop products and solutions that fit their needs. We demonstrate our commitment to excellence by striving to be an employer of choice.

•Employee Engagement – We believe our strong internal culture is one of the key drivers of our long-term success. We strive for excellence in our recruiting and retention of top talent in the markets we serve. The Company promotes inclusion amongst our employees because we believe that leads to building stronger teams and achieving higher levels of collaboration. To foster personal connections and a sense of belonging, we support several employee-led resource groups. Additionally, we offer an array of competitive benefits, educational assistance, and flexible work schedules to promote financial, emotional, and physical well-being.

•Community Engagement – We build long-term relationships in the communities in which we operate. We build these relationships over time and in tangible ways such as through employee volunteerism that the Company formally encourages by providing paid time off for our employees who wish to participate. Additionally, we take care to ensure our lending products and solutions meet the needs of the community, our marketing practices support a clear and informative approach to advertising, and our employees are motivated to do what’s right for our customers. Finally, we offer affordable options for home ownership through various programs for our customers. We are proud of the Outstanding CRA rating the Company has received for 29 years for our efforts to support low and moderate income families.

Governance

The Company has developed strong governance practices, including many of the policies, standards and procedures referenced above, with the goal to act with integrity and to ensure that our decisions and practices comply with legal and regulatory requirements.

Shareholder Proposals and Nominations

If a shareholder intends to present a proposal for consideration at the Company’s annual meeting to be held on April 24, 2026 and have the proposal included in the Company's proxy statement, the proposal must be in proper form pursuant to SEC Rule 14a-8 and must be received by the Secretary of the Company at its principal offices no later than November 14, 2025.

Shareholder nominations for Directors and shareholder proposals that are not presented pursuant to SEC Rule 14a-8 must comply with the Company’s Bylaws. In order to be considered, shareholders must provide timely notice to the Secretary. To be timely, the notices for the April 24, 2026 annual meeting must be received by the Secretary no later than February 23, 2026 and not before January 24, 2026. The notice must contain the name and record address of the shareholder, as well as the class or series and the number of shares of Company capital stock owned beneficially or of record by the shareholder.

Any notice proposing to nominate a Director must also provide a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) or shareholder proposal is made; and a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the person named in the notice. The notice must also set forth as to each person the shareholder proposes to nominate for election as a Director the name, age, business and residence address of the nominee; the principal occupation or employment of the nominee; the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the nominee; and any other information relating to the nominee or the nominating shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of Directors pursuant to Section 14 of the Exchange Act. The notice must also be accompanied by a written consent of each proposed nominee to be named a nominee and to serve as a Director if elected.

In addition to satisfying the notice and other requirements of the Company’s Bylaws with respect to the nomination of director candidates, any shareholder who intends to solicit proxies in support of director nominees, other than the Company’s nominees, must also comply with the requirements of Rule 14a-19 under the Exchange Act relating to universal proxies.

If the notice is for a shareholder proposal, the notice must also set forth a brief description of the business to be brought before the meeting, the reasons for conducting such business at the meeting, any material interest of such shareholder in such business, including a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder, and a representation that the shareholder intends to appear in person or by proxy at the Annual Meeting to bring the business before the meeting.

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Transactions with Related Persons

The Board of Directors has adopted a Related Party Transaction Policy (“Policy”). The purpose of the Policy is to establish procedures for the identification and approval, if necessary, of transactions between the Company and any Director, nominee for Director, beneficial owner of more than 5% of the Company’s securities, executive officer or any person or entity deemed related to any of the foregoing (“Related Party”) that are material or not in the ordinary course of business.

The Policy may be found on the Company’s website at https://investor.commercebank.com/overview/corporate-governance/. The Policy is intended to identify all transactions with Related Parties where payments are made by the Company to or for the direct or indirect benefit of a Related Party. The procedures, discussed in detail in the Policy, include the following:

•The collection and maintenance of a Related Party list derived from the records of the Company and the responses to an annual Questionnaire completed by Directors and executive officers;

•The distribution of the list to the appropriate officers and employees of the Company so that transactions with Related Parties may be identified;

•An annual comparison of the list to payments made by the Company; and

•Preparation and delivery of a report to the General Counsel of the Company for review, analysis and an initial determination of whether the transaction is material and falls within the Policy.

The Policy provides guidance for determination of materiality of Related Party transactions. The amount of the transaction, the application of any exemption or exclusion, the provisions of the Company’s Corporate Code of Ethics, and general principles of corporate transparency may be considered in evaluating materiality. The Policy deems certain transactions exempt and pre-approved, including compensation paid for service as a Director or executive officer, transactions involving depository or similar payment services with fees based on similar transactions with non-related persons, transactions that are the result of a competitive bidding process or certain services provided at regulated rates, transactions arising solely from the ownership of the Company’s equity securities, and transactions available to employees generally. The Policy provides further guidance to the Board or Audit and Risk Committee in regard to the approval or ratification of the transaction and prohibits the participation by a Related Party in the discussion, approval or ratification of a transaction.

Pursuant to the application of the Policy, the following transactions were identified:

•It was determined that Messrs. David W. Kemper, John W. Kemper and Jonathan M. Kemper are shareholders and Directors of Tower Properties Company (“Tower”), and Mr. Jonathan M. Kemper is the non-executive chairman of the board of Tower. Tower is primarily engaged in the business of owning, developing, leasing and managing real property. At December 31, 2024, Messrs. David W. Kemper, John W. Kemper and Jonathan M. Kemper together with members of their immediate families beneficially own approximately 66% of Tower. During 2024, the Company, or its subsidiaries, paid Tower $16,000 for leasing agent fees, $125,000 for operation of parking garages, $165,000 for property construction management fees and $2,342,000 for building management fees. The Company entered into contracts with Tower effective January 1, 2018 and December 4, 2020, for management services and consulting services, respectively. The contracts under which Tower has been retained have been disclosed to the Audit and Risk Committee and the Board of Directors. The Company terminated its contracts with Tower effective December 31, 2024.

•During 2024, Commerce Bancshares, Inc. paid a salary and other compensation of $443,936, a bonus of $165,800, and equity awards of $249,928 to David W. Kemper, Executive Chairman, father of John W. Kemper, and brother of Jonathan M. Kemper.

•During 2024, Commerce Bank paid retirement benefits of $130,528 to Jonathan M. Kemper, retired Chairman Emeritus, Commerce Bank, Kansas City Region, brother of David W. Kemper, and uncle of John W. Kemper. Mr. Jonathan M. Kemper also received director compensation as discussed under the heading “Director Compensation” below.

•During 2024, Commerce Bank paid a salary and other compensation of $232,278 to Charlotte Kemper Black, Foundation Director, daughter of Jonathan M. Kemper, niece of David W. Kemper, and cousin of John W. Kemper.

•Various Related Parties have deposit accounts with Commerce Bank and some Related Parties also have a direct or indirect interest in other transactions with Commerce Bank, including loans in the ordinary course of business, all of which were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the Company, and did not involve more than normal risk of collectability or present other unfavorable features.

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Delinquent Section 16(a) Reports

Pursuant to Section 16 of the Exchange Act, the Company’s Directors and certain executive officers are required to report, within specified due dates, their initial ownership of the Company’s Common Stock on Form 3, and all subsequent acquisitions, dispositions or other transfers of interest in such securities on Form 4 or Form 5, if and to the extent reportable events occur which require reporting by such due dates. The Company is required to identify in its proxy statement whether it has knowledge that any person required to file such a report may have failed to do so in a timely manner. Based on a review, all of the Company’s Directors and all executive officers subject to the reporting requirements satisfied such requirements in full, except for the following delinquencies which were filed on either Form 3, Form 4, or Form 5: for Benjamin F. Rassieur, III, a delinquent Form 4 was filed to report the disposition of stock in one open market transaction, for David W. Kemper, a delinquent Form 4 was filed to report a restricted stock award, and for John K. Handy, a delinquent Form 4 was filed for two gift transactions.

Director Compensation

An employee of the Company or a subsidiary of the Company receives no additional compensation for serving as a Director. Non-employee Directors of the Company are required to participate in the Stock Purchase Plan for Non-Employee Directors (the “Director Plan”). Under the Director Plan, compensation payable to a non-employee Director is credited to an account in the name of such Director as earned. As of the last business day of each month, the cash balance in a Director's account is converted to whole shares of Common Stock of the Company based on the consolidated closing bid price of the Company's Common Stock as reported by the National Market System of NASDAQ. Any balance remaining in a Director’s account is carried forward for investment in the next month.

As soon as practicable after the end of each year, the Company issues each non-employee Director the number of shares of Company Common Stock credited to the Director’s account and any cash balance in the account is carried forward for investment in the next year. If a Director dies or ceases to be a non-employee Director during the year, the Company will distribute to the Director (or his or her beneficiary), as soon as reasonably practicable, the number of shares of Company Common Stock credited to the Director’s account, along with any cash credited to the account. A participant in the Director Plan has no right to vote or receive cash dividends or any other rights as a shareholder with respect to shares credited to the participant’s account until such shares are actually issued.

Each non-employee Director of the Company is paid the following amounts, as applicable: an annual retainer of $20,000 (paid on a quarterly basis); a fee of $7,500 for attendance (in person or virtually) at each meeting of the Board of Directors; a fee of $1,000 for attendance (in person or virtually) at each meeting of a committee of which the Director is a member; at the end of each calendar year, an additional annual fee of $75,000; and an annual fee of $10,000 for service as a committee chair. Changes to Directors’ compensation are initiated by the Company's CEO and presented to the Compensation and Human Resources Committee. The Chairman of the Compensation and Human Resources Committee then presents any changes to the full Board of Directors for its approval.

The Company has a stock ownership requirement of $300,000 for non-employee Directors. New Directors will have 5 years from the election date to meet the stock ownership requirement. With the exception of June McAllister Fowler (who will have until 2027 to be in compliance), all non-employee Directors have satisfied the stock ownership requirement as of December 31, 2024.

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Compensation earned during 2024 by the non-employee Directors of the Company for their service as Directors is listed in the table below.

Fees Earned
or Paid in
Cash (1)

Stock
Awards

Option
Awards

Non-Equity
Incentive Plan
Compensation

Change in
Pension
Value and
NQDC
Earnings

All Other
Compensation

Total

Name

Terry D. Bassham

SEC Form DEF 14A filed by Commerce Bancshares Inc.