David J. Tooley
About David J. Tooley
Independent director (age 76) of Southern Missouri Bancorp, Inc. (“SMBC”) and Southern Bank, serving since 2011 (≈14 years of board service). Former President/CEO and director of Metropolitan National Bank (Springfield, MO) from Feb 2001–Mar 2010; earlier co-managed First Savings Bank (Mt. Vernon, MO) and served on its board, including after FSB became a public company in 1993 until its 1997 sale to Union Planters, where he then served on the community bank board until joining MNB. Assisted SMBC in opening its Springfield, MO office (2010–2011). Brings 35+ years of bank management experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Metropolitan National Bank (Springfield, MO) | President, CEO, Director | Feb 2001–Mar 2010 | Led bank operations; senior executive oversight |
| First Savings Bank (Mt. Vernon, MO) | Co-manager; Director | 1975–1997 | FSB converted to a public company in 1993; sold to Union Planters in 1997 |
| Union Planters (community bank board) | Director | 1997–2001 (until joining MNB) | Community bank oversight post-merger |
| Southern Bank (SMBC subsidiary) | Assisted opening Springfield branch | Sep 2010–Oct 2011 | Helped staff and launch office (now full-service branch) |
External Roles
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Tooley |
| Prior public company board experience | Director at First Savings Bank following its 1993 public conversion (pre-1997 sale) |
Board Governance
- Independence: Board determined Mr. Tooley is independent under Nasdaq Rule 5605(a)(2) .
- Attendance: Board held 12 regular and 6 special meetings in FY2025; no director attended fewer than 75% of combined board/committee meetings; all directors attended last year’s annual meeting except the CEO (Mr. Steffens) — implying Mr. Tooley attended .
- Lead independent director: L. Douglas Bagby serves as Vice-Chairman and lead director .
- Committee assignments (FY2025):
- Audit Committee (member) — Chair: Charles R. Love; met 5 times
- Compensation Committee (member) — Chair: Dennis C. Robison; met 5 times
- Nominating Committee (member) — Chair: Rebecca M. Brooks; met once
- Regional loan approval committees (Bank-level) — Member; additional fee applies
Fixed Compensation (Director; FY2025)
| Component | Amount | Notes |
|---|---|---|
| SMBC Board monthly retainer | $15,000 | $1,250/month x 12 |
| Southern Bank Board monthly retainer | $15,000 | $1,250/month x 12 |
| Regional loan approval committee fee | $12,000 | $1,000/month x 12 (Tooley served throughout FY2025) |
| Cash subtotal | $42,000 | Matches Director Compensation Table |
| Change in pension value / nonqualified deferred comp earnings | $5,972 | Director retirement accruals |
| Total FY2025 director compensation (excl. CEO) | $72,140 | Includes $24,168 stock award (see Performance Compensation) |
| Directors’ retirement agreement | Qualitative | Unfunded; upon board retirement at/after age 60 (non-cause): 5 annual payments equal to prior-year cash fees × vested % (50% after 5 yrs; 75% after 10; 100% after 15) |
| Fee levels | Qualitative | Director fees unchanged since Aug 2021 |
Performance Compensation (Director; FY2025)
| Equity Award | Grant Date | Shares | Grant-date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (directors) | Feb 18, 2025 | 400 | $24,168 | 20% annually on Feb 9 of 2026–2030 |
- Options: None granted to Mr. Tooley in FY2025 (Option Awards “—” in table) .
- No director performance metrics disclosed for equity; these are time-vested restricted shares (not performance-based) .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Interlocks | None disclosed involving Mr. Tooley |
| Related party/loans policy | Audit Committee pre-approves and oversees related-party transactions; in independence determinations, Board considered that certain directors/affiliates have borrowed from the Bank |
| Aggregate insider loans | Loans to all directors/executive officers and associates totaled ≈$14.4 million at 6/30/2025 (≈2.6% of consolidated shareholders’ equity), all performing and on substantially same terms as non-insider loans (certain closing fees may be waived) |
Expertise & Qualifications
- Board skills matrix indicates Mr. Tooley’s areas of expertise include Finance, Banking, Management, Compliance, and Lending, consistent with his 35+ year banking career .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 51,400 shares (as of record date Aug 29, 2025) |
| Shares outstanding (for % calc.) | 11,290,667 (as of Aug 29, 2025) |
| Ownership as % outstanding | ≈0.46% (51,400 / 11,290,667) |
| Options (exercisable within 60 days) | None indicated for Mr. Tooley in 2025 proxy footnotes |
| Recent director grant outstanding | 400 restricted shares (Feb 18, 2025), vesting 2026–2030 |
| Hedging/Pledging | Hedging prohibited and none permitted by CEO; pledging discouraged and requires preclearance; exceptions require financial capacity; no director-specific pledging disclosed |
Insider Transactions (Form 4)
| Transaction Date | Filing Date | Type | Shares | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2023-02-21 | 2023-02-23 | A (Award) | 500 | 50,500 | https://www.sec.gov/Archives/edgar/data/916907/000141588923003204/0001415889-23-003204-index.htm |
| 2024-02-08 | 2024-02-09 | A (Award) | 500 | 51,000 | https://www.sec.gov/Archives/edgar/data/916907/000141588924003152/0001415889-24-003152-index.htm |
| 2025-02-18 | 2025-02-20 | A (Award) | 400 | 51,400 | https://www.sec.gov/Archives/edgar/data/916907/000141588925004947/0001415889-25-004947-index.htm |
(Records fetched via insider-trades skill; “A” denotes restricted stock award; “securitiesOwned” reflects shares held after the transaction.)
Governance Assessment
-
Strengths
- Independent director with deep banking leadership; sits on all three key board committees (audit, compensation, nominating), enhancing oversight breadth .
- Attendance met at least the 75% threshold; attended last year’s annual meeting; positive engagement signal .
- Meaningful long-term share ownership (~0.46%); steady accumulation via annual director stock awards aligns interests with shareholders .
- Hedging prohibited; pledging discouraged and tightly controlled — alignment-friendly policy .
-
Watch items / potential risks
- Directors’ Retirement Agreements create an additional legacy benefit; while common at community banks, some investors view such plans as entrenchment-prone; benefits vest over tenure (50/75/100% at 5/10/15 years) .
- Service on regional loan approval committees can blur lines between oversight and operational involvement; mitigated by independence and Audit oversight .
- Aggregate insider lending is modest relative to equity (≈2.6%) and on market terms, but any director borrowing is a perceived conflict risk; Audit Committee reviews all related-party transactions; independence determinations explicitly considered director/affiliate borrowing .
-
Compensation mix and incentives (director)
- Balanced cash/equity mix: FY2025 cash fees $42,000 vs. $24,168 equity grant; plus $5,972 retirement accrual change — reasonable alignment and no option risk; equity is time-vested (not performance-based) .
- Fees unchanged since Aug 2021; stability suggests no pay inflation trend for directors .
Overall implication: Tooley’s long-tenured, independent oversight across audit/comp/nom with consistent engagement and share ownership supports investor confidence. Key governance watchpoints are legacy retirement benefits and the optics of director participation in loan approvals, partially mitigated by formal policies and committee oversight .