Charles R. Love
About Charles R. Love
Charles R. Love (age 74) is an independent director and Corporate Secretary of Southern Missouri Bancorp (SMBC) and Southern Bank, serving on the board since 2004. He is a CPA with 52 years of public accounting experience and 37 years at Kraft, Miles & Tatum, LLC, where he retired as a partner and continues to work as an accountant; he brings strong technical finance and audit expertise relevant to bank oversight. He was elected at the 2025 annual meeting to a two-year term ending in 2027.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kraft, Miles & Tatum, LLC | Partner (retired); Accountant (continuing) | 37 years at firm; 52 years in public accounting | Conducted audits; prepared financial statements and tax returns; deep regional economic knowledge supporting credit oversight |
| Southern Missouri Bancorp / Southern Bank | Director | 2004–present | Financial expertise on borrower statements and tax returns supports underwriting oversight |
External Roles
- No other public company directorships disclosed in SMBC’s 2025 DEF 14A.
Board Governance
| Topic | Details |
|---|---|
| Independence | Board determined Love is “independent” under Nasdaq Rule 5605(a)(2) (majority of Board independent). |
| Committees | Audit Committee Chair; designated “audit committee financial expert.” Member of regional loan approval committees. |
| Attendance | Board held 12 regular and 6 special meetings in FY2025; the company states no director attended fewer than 75% of board and assigned committee meetings. Policy expects directors to attend the annual meeting; all directors attended last year’s annual meeting except the CEO. |
| Term/Service | Director since 2004; elected in 2025 to a term ending at the 2027 annual meeting. |
| Secretary | Signs the proxy as Corporate Secretary. |
Fixed Compensation (Director)
| Component (FY2025) | Amount |
|---|---|
| Fees earned in cash | $42,000 |
| Director fees policy | $1,250/month for Company board + $1,250/month for Bank board (unchanged since Aug 2021). |
| Regional loan approval committee | $1,000/month for non-employee directors serving; Love served on these committees in FY2025. |
| Change in pension value and non-qualified earnings | $2,817 |
| Total FY2025 director compensation (Love) | $68,985 |
| Directors’ Retirement Agreements | Applies to directors other than Steffens, Jones, McClain, Young; five annual payments post-retirement equal to prior-year cash fees × vesting schedule (50% ≥5 yrs; 75% ≥10 yrs; 100% ≥15 yrs); unfunded, unsecured obligations of Southern Bank. |
Performance Compensation (Director)
| Equity Award | Grant Date | Shares | Grant-Date Price | Fair Value | Vesting |
|---|---|---|---|---|---|
| Restricted stock (annual grant to non-employee directors) | Feb 18, 2025 | 400 | $60.42 | $24,168 | Time-based: 20% annually from Feb 9, 2026 through Feb 9, 2030 |
| Options (Director) | FY2025 |
|---|---|
| Option awards | None disclosed for Love (column shown as “—”). |
Performance metrics for director equity: Not applicable—director restricted stock vests time-based; no performance metrics disclosed for director grants.
Other Directorships & Interlocks
- None disclosed (no other public company boards listed for Love).
Expertise & Qualifications
- CPA with 52 years of public accounting experience; strong ability to understand and explain financial statements and tax returns of borrowers.
- Audit Committee Chair and SEC-defined “audit committee financial expert.”
- Deep regional economic knowledge from varied practice experience, relevant to community banking credit oversight.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Aug 29, 2025 record date) | 26,500 shares; <1% of outstanding common stock (11,290,667 shares). |
| Unvested director RSUs | 400 shares granted 2/18/2025; 20% vesting annually 2026–2030. |
| Options | None disclosed for Love. |
| Pledging/Hedging | Policy discourages pledging and prohibits hedging by directors and officers; CEO has not permitted any hedging. No pledging by Love specifically is disclosed. |
Insider Trades (Form 4)
| Filing/Transaction Date | Type | Shares | Price | Value | Post-Transaction Ownership | Source | |---|---:|---:|---:|---:|---| | Aug 26, 2024 (reporting date; period of report Aug 23–26, 2024) | Sale (open market) | 600 | $56.00 | $33,600 | Noted in Form 4; see SEC filing | | | Feb 18, 2025 (filed Feb 20, 2025) | Award (restricted stock) | 400 | $60.42 | $24,168 | Director grant disclosed in DEF 14A | |
Note: Director annual restricted stock grant is also disclosed in the 2025 DEF 14A (400 shares to each non-employee director, time-vested over five years).
Governance Assessment
-
Board effectiveness and oversight
- Love serves as Audit Committee Chair and is the designated “audit committee financial expert,” strengthening financial reporting and audit oversight.
- Independence affirmed by the Board under Nasdaq standards; committees (Audit/Comp/Nominating) are composed entirely of independent directors.
- Attendance: company reports no director <75% attendance, with 12 regular and 6 special meetings in FY2025; Love also served on regional loan approval committees, indicating added engagement.
-
Shareholder voting signals
- 2025 director election results: Love received 6,314,165 FOR, 1,500,881 AGAINST, 269,431 ABSTAIN, and 908,774 broker non-votes, a notably higher “against” count than other nominees (e.g., McCoy 5,890 AGAINST; Bower 90,143 AGAINST). This suggests some investor scrutiny relative to peers.
-
Compensation and alignment
- FY2025 director pay mix: cash fees ($42,000) plus time-based equity ($24,168, 400 RSUs), totaling $68,985; equity portion aligns director interests to shareholders via stock ownership, though not performance-based.
- Director Retirement Agreement may be viewed as modest entrenchment risk but vests over long service and is paid as an unsecured bank obligation; terms are formulaic and tenure-based.
-
Related-party/Conflict considerations
- Audit Committee (which Love chairs) reviews related-party transactions and must consider arm’s-length terms and independence impacts.
- The company notes that certain directors or affiliates have borrowed from the Bank; total loans to all directors/executive officers and associates were ~$14.4 million at June 30, 2025 (2.6% of consolidated shareholders’ equity) and were performing as agreed. The Board considered director borrowings in independence determinations.
- Hedging is prohibited and pledging discouraged; exceptions to pledging require demonstrated repayment capacity and preclearance; CEO has not permitted any hedging. This policy mitigates alignment risks.
-
Say-on-Pay context (broader governance tone)
- 2025 advisory vote on executive compensation passed: 7,379,508 FOR; 392,516 AGAINST; 312,453 ABSTAIN; 908,774 broker non-votes.
Overall, Love’s long-tenured, audit-focused profile and independence status support board oversight quality; the higher “against” vote versus other nominees suggests monitoring investor sentiment, especially given his dual role as Audit Chair in a bank that extends related-party loans under controlled policy.