Commerce Bancshares, Inc. (CBSH) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Commerce Bancshares, Inc. Please note that today's meeting is being recorded. [Operator Instructions]. It is now my pleasure to turn today's meeting over to David Kemper, Executive Chairman of Commerce Bancshares, Inc. Mr. Kemper, the floor is yours.

Thank you, and good morning. The Annual Meeting of the Shareholders of Commerce Bancshares will please come to order. And on behalf of your Board of Directors and the officers of your company, I'm pleased to welcome those virtually attending the 2022 Annual Meeting of Shareholders. I'd first like to introduce the members of your current Board of Directors and the Board nominees, who are attending the meeting in person or virtually. Terry Bassham, Retired Chief Executive Officer and President of Evergy; John Capps, Vice President of Weiss Toyota; Karen Daniel, Retired Chief Financial Officer, Executive Director of Black & Veatch; Earl Devanny, Retired Chief Executive Officer of TractManager; Tom Grant, Director of SelectQuote; John Kemper, President and Chief Operating -- and Chief Executive Officer of Commerce Bancshares; Jonathan Kemper, Chairman Emeritus, Commerce Bank, Kansas City Region; Ben Rassieur, President of Paulo Products; Todd Schnuck, Chairman and Chief Executive Officer of Schnuck Markets; Andrew Taylor, Executive Chairman of Enterprise Holdings; Kim Walker, Retired Chief Investment Officer of Washington University in St. Louis; and our 2 nominees, June McAllister Fowler, Retired Senior Vice President of Communications, Marketing and Public Affairs at BJC Healthcare; and Christine B. Taylor-Broughton, nominee, President and Chief Executive Officer of Enterprise Holdings. I'd like to call your attention to the rule of conduct -- the rules of conduct set forth for this meeting. These are made available to each shareholder in the file section in the lower left of the screen. Before asking the Secretary to present his report, any shareholders who have not submitted their proxies may do so at this time by clicking on the link provided online. [Voting]

The online voting will now be closed, and I'll ask our Secretary, Tom Noack, to make his report. So Tom?

An affidavit has been filed by our stock transfer agent, stating that notice of the annual meeting has been furnished to all shareholders of record as of February 15, 2022. The inspectors of election have filed with me their certificates, stating that proxies representing 106,490,333 shares of the 121,426,655 outstanding shares have been received, so a quorum is present. David?

Okay. Thank you, Tom. The first matter to be presented to the shareholders today is the election of 5 Directors to constitute the 2025 Class of Directors to serve until the 2025 Annual Meeting. At this time, I'd request the Secretary to present the nominations of the Board of Directors and the results of the voting. So Tom?

Thank you. The Board of Directors nominated Earl H. Devanny, III; June McAllister Fowler; Benjamin F. Rassieur, III; Todd R. Schnuck and Christine B. Taylor-Broughton to the 2025 Class of Directors to be elected at this meeting. No other nominations were received. Based on proxies submitted, each of the nominees has received a number of votes sufficient to elect all nominees with the majority of votes cast. A final report of the actual number of votes cast will be available online in the next few days. David?

On the basis of the report presented, the 5 nominees have been elected to the Board for a term of 3 years to serve until the 2025 Annual Meeting. The second matter is the ratification of the selection of KPMG LLC as the company's independent registered public accounting firm for 2022. So Tom?

KPMG LLC selection as the company's independent registered public accounting firm was ratified by over 96% of the shares voted. A final report of the actual number of votes cast will be available online in the next few days. David?

On the basis of the report presented, KPMG has been ratified as the Chairman -- as the company's independent registered public accounting firm for 2022. The next matter is the say-on-pay proposal, which is an advisory vote on the compensation awarded to certain executive officers. So Tom?

Thank you. Based on proxies submitted, votes for Proposal 3 represented 92.01% of the votes cast. A final report of the actual number of votes cast will be available online in the next few days. David?

On the basis of the Secretary's report, Proposal 3 approving the compensation awarded to certain executive officers passed. Proposal 3 is an advisory vote, it's not binding on the company, but will be taken into consideration both by the Compensation Committee and by the Board as a whole. At this time, I want to introduce Shaun Stoker and Stephen Penn of KPMG, the company's public accounting firm, who are attending this meeting virtually. Mr. Stoker and Mr. Penn will be available to answer any questions shareholders may have during the question period a little later in the meeting. Now, I'd like to turn the meeting over to John Kemper, President and CEO of the company, for a state of the company presentation. So John?

Okay. Thank you. Good morning, everyone. Very glad to be with everyone today. It is a -- always a great time at this Annual Meeting to reflect on some of the successes and the challenges of the past year. 2021 certainly had its share of both, and so, too, do the future, I'm sure. I think you'll see, though, that your company has a lot to look forward to. Our theme this year is about momentum. I think through the ups and downs of 2021, you'll see that we, as a team, have been able to sustain and build momentum. You can see that in our operating performance, which we will talk about, you can see that in our team member engagement, and you can see that in our culture. So I'm very happy to be able to share some of the drivers of this momentum today. And for more still, please take a look at our annual report that you can find on our investor website. I would just offer the usual cautions here about forward-looking statements that you may hear today. And with that, we can step into the presentation itself. In our time today, I'll cover 4 areas, broadly. First, I want to talk about Commerce at a high level. Second, we'll talk about what we're seeing in the economy and in the banking industry right now. After that, we'll look forward a little bit and talk about how Commerce is positioned strategically. And finally, we'll talk about our company's performance in 2021 relative to the industry and expand a little bit on this idea of momentum, how we're generating it, and how it's driving us forward. So first, a little bit about Commerce. You can see here just a sort of a Commerce on a page, a bit of a primer on who we are. This is our 157th year in business. Our physical footprint focused in the middle of the country, as you can see here, although we do have certain businesses, particularly in the payment space, that really do span the entire country. Our end of the year numbers, you can see here on the right side of this page, at about $37 billion in assets that would make us the 38th largest bank in terms of balance sheet in the country at the end of the year. We'd be the 22nd largest, however, by market capitalization at the end of the year. And as we've discussed in the past, the reason for that, a strong valuation relative to our growth size is that we make money in a number of ways that really do rely less heavily on our balance sheet. We have a large payments business, also a large Wealth Management business. You can see we administer just shy of $70 billion in trust assets, which would be a top 20 position among banks in the country. We're also a very safe bank, which is not a bad thing to be in a world with as much uncertainty as we see today. You can see our A1 baseline credit assessment here from Moody's. We're one of only 5 banks in the country with a rating this high and none is higher. Just hear a little bit about how we organize, how we go to market. We describe ourselves at Commerce as a super community bank. And to us, that means combining the best of both small and big banks. We strive to have the capabilities, the products, the sophistication that you would find at a larger bank, but we want to deliver these things in the context of deep relationships and excellent customer service. Our bankers are empowered to take care of their customers. They're deeply engaged in their communities. This has been a pretty distinctive niche, I think, in terms of how banks operate. And the formula has been a winning one over time. You can see that in a number of ways in metrics that are measuring our employee engagement, our satisfied customers and, of course, our shareholder returns over time. In terms of financials, I will just flag here a handful of things that I think distinguish Commerce as a franchise and as an institution. We have very diverse revenue sources. 40% of our top line comes from fee revenue with, again, particular strength in payments and in Wealth Management. We have some very core stable deposit funding, both on the Consumer side and the Commercial side, which should become more valuable in a rising rate environment when we can put that funding to work at better yields. We have historically had very strong credit metrics and ample capital to support regular dividends over time and of course, growth. And when you have all those things, you can provide strong shareholder returns, while also, investing for the long term. Now, underlying our performance, of course, is the work of our Commerce team. And the foundation of that teamwork really is our culture. This is something that we're very proud of. The tenets of our culture are among the first things that new teammates learn when joining Commerce, and it's something that our leadership teams are consistently reinforcing. You can see how we define that culture in terms of our values on the left side of this page. And on the right side, you can see some of the elements of our culture and the tools that we use to support it. Part of our culture has to do with the way that we support our communities and the way that we support each other. When we measure team member engagement and enablement, we consistently outpace other high-performing norms by nearly 10 percentage points, according to Korn Ferry, our survey administrator. This sort of engagement is a key competitive advantage. It's particularly so in times of so much talent migration. It allows us to do a better job of retaining top talent and also, attracting new team members, who can hit the ground running in a productive and a supportive environment. Outside of the bank, our teammates serve on the Boards of nearly 500 nonprofit organizations in our communities. And the bank has received a CRA rating of outstanding for more than 25 years and running at this point. Now, the bank has a long-standing commitment to matters related to ESG, and we've taken great strides in recent years to more diligently catalog and measure these things. I'd like to refer you here to our 2021 ESG report, which has just been released just yesterday, I believe, on our website. There, I think you will see an impressive array of initiatives related to environmental sustainability, commitments to our community, customer and our teammates and, of course, strong corporate governance. You can see a lot of measurement related to these things, too, which is how we will know if we are continuing to make progress in the years to come. A key anchor of our ESG work has to do with our efforts in the areas of diversity, equity and inclusion. And I think Commerce has a lot to be proud of in this area. Now, at the same time, we know that we must continue to do better. The top priorities at Commerce Bank are called blue chips. One of these blue chips in 2021 and 2022 is our work in [ DE&I ]. We're committed to making measurable progress against our 4 DEI pillars. Those relate to customer, community, our suppliers and our internal population. And we're already seeing demonstrable progress. This work is supported also by a constellation of employee resource groups, where team members can find supportive communities of sympathetic teammates. Much of our DEI work has, in recent years, been spearheaded by leaders from these resource groups, and you can see just a thumbnail of these groups on the right side of this page. I'll just share briefly some recent recognition from outside of Commerce. We tend not to spend too much time reading our own press here, but nice to see some affirmation of our efforts. And I will just note one award that our team is particularly proud of. For the second year in a row, this past year, Newsweek has recognized Commerce as the Best Bank in the United States for customer service. This was out of a field of about 2,600 banks that they reviewed. So this is really impressive in a time when consumer service and the delivery model is changing so much. And I think it speaks to our team's ability to combine both technology, but also truly human service and also the way that we invest in both of those things in technology and in people. I'll talk here just a little bit about technology. This -- just a couple of months ago, in January of this year, we implemented a new core deposit system, working with our partners from Temenos. This system was a really big deal. It replaced a 25-plus year old core banking application. And with it successfully installed, it really positions us well for the future in terms of reliability, scalability and also, agile product development. It's particularly helpful in a world where real-time payments are becoming more and more of a reality. A core deposit system for a bank is a little bit like a beating heart and that it affects just about everything. All transactions run through it. So this transplant was really critical to get right. And I am so proud of the more than 700 team members who've worked in recent years to make this a reality. We're really set up well for the future, and we have a great architecture to build on. Okay. I've got just a couple of slides now about the economy and the banking environment. As it relates to the economy, I have to say, it's an unusual and an uncertain time. Of course, we all know that headline growth has been strong, and we've regained the lost output from the pandemic. We've also seen the remarkable recovery and jobs growth with unemployment rates that are hovering near all-time lows. As we all know, the job market is very accessible right now, which is a great thing for workers, but also, can be a challenging thing for employers. We're experiencing right now some highly elevated levels of inflation, which, of course, have spurred the Federal Reserve to begin tightening, and we, like the market, are expecting a series of significant rate hikes in the months ahead. Of course, we're all watching the fragile global supply chain and the humanitarian crisis stemming from the geopolitical upheaval we're seeing in Eastern Europe. And as we know, in a highly connected global economy, all of these things can have bearings on our customers, on supply and demand and also, importantly, on credit outcomes. Now, as it relates to the banking industry, there are certainly some positives that we see in the near future. Credit, at least, so far, has been benign and companies and households are on very firm footing with strong profits, strong employment and also, strong household balance sheet. And expanding economy has created some measure of loan demand, and we're seeing that in our numbers. Rising rates are likely going to allow some expansion of our net interest margin in the short term. Now, on the other hand, there's no shortage of challenges related, again, to geopolitics, to inflation, to disruption in financial services, among other things. So as always, Commerce is going to try to be mindful of the risk. We're going to try to evolve as the times demand and we're going to seek acceptable risks for the -- acceptable returns for the risk that we take. So with that as a backdrop, let me just try to paint a picture of Commerce's strategic positioning. I've used this slide before, but in general, at Commerce, we think about our strategic posture as striking a balance between 2 things. On the one hand, we want to continuously improve the functioning of our core bank. And on the other, we want to make innovative bets and invest in areas where we think we can drive long-term growth. This is also, by the way, the theme of our annual report this year, how the balance of innovation and continuous improvement can lead to growth over time. Basically, what it means is this, if we get the continuous improvement part right in our bank, if we get more efficient, if we improve ourselves, if we build the best team and the culture we can, it buys us the capital to place longer-term bets. And as I mentioned earlier, in our culture, we call these bets blue chips for the company. You can see some of those blue chips listed here on the right side of the page. Now, in the interest of time today, I can't really talk about all these blue chips. I mentioned earlier our blue chip related to diversity, equity, inclusion. One other blue chip that I would like to spotlight today is our effort focused on enterprise digital strategy. We've invested in digital capabilities here at Commerce for years and years. But I think what's unique about this effort is that we've really centralized our efforts and made this work a center of excellence within the company. This has allowed us to share best practices to prioritize effectively and to ramp up our agility and our speed to market. We're a 156-year-old bank, but we want to think like a nimble organization, we want to respond to the imperative of the time. So that's what this blue chip is all about. I'll spend just a few minutes here now walking through the 3 customer segments of our business. I'll begin here with Consumer. You can get just a snapshot here of our business. We serve a little more than 800,000 households representing about nearly $13.5 billion in deposits. And a little less than $2 billion in loans on our balance sheet. I should note that these numbers exclude loans and deposits from our wealth customers. They also don't count our mortgage balances. We service these customers through a network of 152 branches and a whole lot more by way of ATMs. But increasingly, as you can see at the bottom of the page, our emphasis is on growing our digital channel. Our app has a 4.7 star rating, which puts us on about the same footing as best-in-class banks. Again, a theme here is related to our investment in digital, but I should underscore, again, we're using it to deliver truly human connection and service. Our goal is to meet the customer where she or he would like to be met and digital tools are critical to making that happen. Our 25 mobile and online banking releases in this past year amounted to basically a release every couple of weeks. And you can get a feel on this page for what some of those releases included and what enhancements we made over the course of the year. Some notable digital offerings are also highlighted here. We're particularly enthusiastic, I'd say, about our CONNECT mobile app. This is an app that allows our customers to select, basically, a digital banker with whom they'd like to work. Consultations can happen over secure chat and customers have a chance to know who they're working with, and we hope to build a relationship over time. We've had a chance, in the past year, to measure customer satisfaction in this area, and we've gotten the app off the ground quite successfully. The satisfaction level is really off the charts at 98%. So to us, these represent great interactions with customers who otherwise may have taken their questions and their needs elsewhere and possibly, outside of Commerce. Okay. I'll turn now to the Commercial side. You can see here a snapshot of our loan and our deposit footings. You can also see the really significant revenue associated with this segment. Our capabilities in the Commercial space span a broad array of products and services. Our goal, as always, is to be the full service partner to any Commercial customer, and that means helping them with credit and with deposits, but also, with any services that they may require. In recent years, a large part of our growth, particularly in the Commercial segment, has come from geographies that we call expansion markets. These are markets that are outside of our legacy core footprint. And you can see those markets listed here with light blue dots on the map. Collectively, these markets now account for more than $2.6 billion in loans. But we measure real success, though, based on the risk-adjusted profitability that these markets can deliver over time. And in this respect, the news is positive. These markets are really growing into more mature full-service commercial hubs for the bank with a broad array of capabilities and really terrific talent. You can get a sense for some of this, if you look at the growth in our fee business in these markets, which has grown 132%, so more than doubled in the last 5 years. Now, a huge part of what we do for our commercial customers is to allow them to effectively and efficiently access the payment system. This is an area where Commerce has some really deep capabilities, and we really do, I think, punch above our weight as an institution and as a bank. You can see some of the volumes and the revenues associated with this business, all of which would stack up alongside banks that are much bigger than our own, if you're just looking at balance sheet size. And within this payments business, a key specialty vertical for your bank is healthcare. You can get a sense here for how this business is truly national in scale. We partner with 3000-plus healthcare providers, including more than 500 hospitals, spanning 47 states. Our solutions in this space span the entire revenue cycle for providers and also, include patient solutions that improve their experience. Of course, we also provide traditional banking services, including, not just deposits and loans, but investment management. In recent years, we've invested significantly in the Commerce Healthcare brand. We're finding -- that a partner like us with innovative product offerings and also the stability of a 156-year-old bank is really finding traction in the market. Okay. Last, I'd like to say a few words about our third and our final business segment, the Wealth Management business. You can see where we stack up against bank-owned trust companies. Again, this is an area where we are outsized relative to our balance sheet. At the end of the year, we oversaw nearly $70 billion in client assets, around 2/3 of which we actively manage. This is a business with very nice financial return characteristics, relatively low risk, very steady. More importantly, it's complementary to everything else that we do for our customers, for families, commercial customers and institutions. It really allows us to bring capabilities that can build deep and enduring relationships. You can see on the left side of this page, some of the key growth initiatives for the Commerce Trust Company. I thought I'd also just share with you some of the brands that operate under that Trust Company umbrella. This is an area where we've really invested to increase brand awareness and aid in our business recruitment efforts. Okay. I will close things out here by just talking about our performance this past year and offer, maybe, just a few thoughts about how we can sustain and build on the momentum that we have. Looking at 2021, it's hard to find too much fault with that at least, the headline numbers from last year. Our bank, like most, was buoyed by the ongoing recovery from the pandemic and the downturn of 2020. Monetary and fiscal policy helped to drive a large increase in deposits and the bank realized some positive economics associated with the successful implementation and execution of the PPT program. Fee income rebounded very nicely alongside a rebounding and growing economy. We saw very few charge-offs. In fact, we released loan loss reserves over the course of the year. Taken together, all this amounted to a record year of profitability for the company, with very healthy returns on both assets and equity. And our long-term shareholder returns remain very positive relative to the industry, as you can see at the bottom of that page. Now, here's a little more detail on the earnings for 2021. Again, you can see the big swings that I mentioned in the loan loss provision line and in things like gains on securities, also, very healthy growth in net fee income, the noninterest income line here. It's notable also that because of our strong capital levels, we chose to retire our preferred stock back in 2020. So 2021, you can see here is the first full year where that expense disappears from the income statement. There was a lot of noise in all bank earnings last year, but nonetheless, these levels of profitability would be in the top quartile of our peer institutions. We're able to deliver returns like that on a pretty consistent basis because of the mix of our business and Commerce's ability, again, to earn money that doesn't depend on our balance sheet. Here on the left side of this slide, you can see the 40% of our top line in 2021 came from fee income, whereas for peers, that number is more like 28% or about 12 percentage points lower. We're particularly outsized, again, in the payment space. You can see that in our card line item and also, in Wealth Management. You can see our fees are about 3x and 5x the level of our peers, respectively, in those 2 categories. So these fees, again, give us some really nice diversification in challenging times. They also allow us to achieve acceptable returns while taking, perhaps, a little less risk on our balance sheet. Now, just to illustrate that over time, you can see here the historical levels of problem credits that we have experienced, and they're much lower than peers, and that continues to today. Now finally, you can see we have ample capital and very core funding. Certainly, plenty of capacity to accommodate loan growth and to grow alongside our customers when and if demand picks up in the coming quarters. Well, this will probably be the last time that we talk about PPP, but it continued to be a big deal for the economy and certainly for Commerce in 2021. You can see the balances and the interest income impact for the bank across each quarter of 2020 and 2021 right here. If you look at the dark green on the bar charts, it shows those balance sheet impacts and interesting income impacts over each quarter. You can see that the earnings impact really tailed off at the end of 2021. As of last week, the SBA has forgiven approximately 97% of the total balances that we originated on behalf of our customers. And I think we shared in our earnings release yesterday that we only have about $1.2 million of PPP fees that are yet to be recognized. So I think the takeaway here, a very successful program, but PPP is now in the rearview mirror. Here, you can see how we stack up against peers for the full year across some metrics of profitability, ROA and ROE, namely, and also, safety, capital and our troubled loans. And the news here is good, you can see we were in the top 1 or 2 in each category here. And here's some historical context on returns. As I've said many times, we're trying to build a model at Commerce that can consistently perform in good times and in bad. This shows our ROA, return on assets, over the last 25 years, you can see, at least on average, over this period of time, we've earned about 40% more than peers relative to the size of our balance sheet. Okay. This meeting is, of course, our annual meeting about 2021, but I will just note that yesterday, we released earnings for the first quarter of 2022, and I direct you to our Investor website, where you can find a full presentation on these results. I'd just say briefly, results are down from last year, but still very healthy. You can see an ROE, north of 14%. And as I mentioned, PPP is largely behind us, and we're going to look to replace those balances over time. I think a big question for all banks this year is going to be how the expected increase in short-term rates affects net interest income. It should be a broadly positive thing for banks, but some will do better than others. And if you refer to our investor presentation from yesterday, you'll see we have, at least, a little historical perspective on this and how Commerce has performed over time in a rising rate environment. So I will close here by just saying what I always do, which is that this is a long race that we are running and that your Commerce team is really focused on delivering value over the long term. Of course, earnings are going to be choppy when you go through a 2-year period, like the one we just experienced, with a rapid recession and then a rapid recovery. And in a way, you sort of have to look at 2020 and 2021 together and smooth out the differences a bit. This year did mark the 54th consecutive year of dividend growth for the company, and we are not aware of another bank with that sort of track record. And again, we're very focused here on generating returns for our shareholders. You can see that track record over time remains very strong. This is a view over, I guess, it's 15 years here. We are optimistic about the future, and our goal is to constantly improve our franchise to innovate, to generate growth over time. If we can do this, we can build on the momentum that we've generated in recent years. Now, at the same time, we know there is a lot of uncertainty in the world, so we're actively preparing for the risks that may be out there. So I'd just like to conclude here by thanking our shareholders for the confidence that you place in our team. We're focused on the future. We're grateful for the support that you give us. So Mr. Chairman, that concludes my remarks for today. I'd be happy to respond to any questions if there are any.

John, thank you. So as John said at this time, we'll invite any questions shareholders might have for the company or KPMG. [Operator Instructions]. So Tom, do we have any questions?

We are showing no questions, David.

Okay. Well, with that, then thanks, everybody, for being here this morning. We will conclude the meeting, and it's adjourned, and thank you for being here.

This concludes the meeting, and the meeting is adjourned. You may now disconnect.