David L. McClain
About David L. McClain
Independent director of Southern Missouri Bancorp, Inc. (SMBC). Age 40. Owner/operator of a State Farm Insurance Agency in Jonesboro, Arkansas (since 2021); previously Executive Director of Development (2015–2021) and Director of Development (2011–2015) at Arkansas State University–Jonesboro. Elected Alderman, Jonesboro City Council (since 2016). Holds a B.S. in Management and an M.P.A., both from Arkansas State University. Joined the SMBC Board in 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arkansas State University – Jonesboro | Executive Director of Development | 2015–2021 | University fundraising and external relations; business development experience cited by SMBC |
| Arkansas State University – Jonesboro | Director of Development | 2011–2015 | University development; community relations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| State Farm Insurance Agency (Jonesboro, AR) | Owner/Operator | 2021–Present | Small-business operator; insurance sector experience |
| City of Jonesboro, Arkansas | Alderman (City Council) | 2016–Present | Elected public office; community ties |
Board Governance
- Independence and tenure: The Board determined McClain is independent under Nasdaq rules; director since 2022 .
- Attendance: In FY2025 the Board held 12 regular and 6 special meetings; no director attended fewer than 75% of Board and assigned committee meetings .
- Committee assignments (FY2025):
- Audit Committee – Member; 5 meetings (Chair: Charles R. Love; all members independent) .
- Compensation Committee – Member; 5 meetings (Chair: Dennis C. Robison; all independent) .
- Nominating Committee – Member; typically meets annually; met once in FY2025 (Chair: Rebecca M. Brooks) .
- Board leadership and executive sessions: CEO and Chair roles combined; lead independent director (Vice-Chairman L. Douglas Bagby) presides over executive sessions of non-management directors .
- Hedging/pledging policy: Hedging prohibited; pledging discouraged and requires pre-clearance. CEO has not permitted any director or officer to engage in hedging as of the proxy date .
Fixed Compensation
| Component | Detail | FY2025 Amount |
|---|---|---|
| Company Board retainer (cash) | $1,250 per month | $15,000 |
| Bank Board retainer (cash) | $1,250 per month | $15,000 |
| Committee/meeting fees | No additional standard meeting fees; regional loan committee fee ($1,000/month) applies only to Love/Tooley/Schalk, not McClain | $0 |
| Total cash fees | Sum of Company + Bank retainers | $30,000 |
Director Compensation Table (FY2025) – McClain:
- Fees Earned/Paid in Cash: $30,000; Stock Awards: $24,168; Total: $54,168 .
Performance Compensation
| Award Type | Grant Date | Quantity/Terms | Vesting/Performance | Grant-Date/Fair Value |
|---|---|---|---|---|
| Restricted Stock (director annual grant) | Feb 18, 2025 | 400 shares | Time-based: vests 20% annually on Feb 9, 2026–2030 | $24,168 (as shown in director comp table) |
| Stock Options (director grant) | Feb 21, 2023 | 7,500 options | Vest over five years beginning Feb 9, 2024; 3,000 currently exercisable as of the proxy | Grant terms disclosed without strike/expiry; 3,000 currently exercisable |
Notes:
- Director restricted stock is time-based (no performance metric). Executive RSUs are performance-conditioned on ROAA, but this does not apply to director grants .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in SMBC’s proxy . |
| Prior public company boards | None disclosed . |
| Non-profit/academic boards | Not disclosed in proxy; prior roles at ASU were executive positions, not board seats . |
| Potential interlocks (competitors/suppliers/customers) | None disclosed. Any related-party dealings would be reviewed by the Audit Committee under the related-party policy . |
Expertise & Qualifications
- Community and business development experience; small business ownership (insurance), municipal governance experience (Alderman); B.S. in Management and M.P.A. from Arkansas State University; brings community relations and business development skills to the Board .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 4,421 shares (includes options exercisable within 60 days) |
| Ownership % of outstanding | Less than 1% (denoted by “*” in ownership table) |
| Options exercisable (within 60 days of record date) | 3,000 options (included in beneficial ownership) |
| Unexercisable options outstanding | Part of 7,500 grant from 2023; 3,000 exercisable as of proxy, remainder unexercisable at that time |
| 2025 director RSUs outstanding | 400 unvested restricted shares granted Feb 18, 2025; vest 20% annually starting Feb 9, 2026 |
| Pledging/Hedging | Hedging prohibited; pledging discouraged and requires pre-clearance; no hedging permitted to date |
Governance Assessment
Key findings
- Independence and engagement: McClain is independent and serves on three core committees (Audit, Compensation, Nominating), indicating meaningful involvement in oversight. FY2025 attendance across Board/committees met the ≥75% threshold; Audit and Compensation each met five times, and Nominating met once .
- Compensation alignment: Director pay is modest and predominantly cash plus an annual time-based stock grant (400 shares). No option grants in FY2025; options were granted in 2023 with five-year vesting. FY2025 total director compensation for McClain was $54,168 (cash $30,000; stock $24,168) .
- Ownership: Beneficial ownership is small (<1%), but includes 3,000 currently exercisable options and 400 unvested RSUs from 2025, providing incremental alignment over time. Hedging is prohibited and pledging is discouraged, supporting alignment with shareholders .
Potential conflicts and controls
- Related-party exposure: The Bank maintains ordinary-course lending to directors/executives under standard terms; aggregate loans to all directors/executives totaled ~$14.4 million (≈2.6% of consolidated shareholders’ equity) at June 30, 2025, with all loans performing. Audit Committee reviews related-party transactions for conflicts. No McClain-specific related-party transactions were disclosed .
- External roles: As a municipal Alderman and insurance agency owner, McClain brings community insight; no conflicts or related-party dealings tied to these roles were disclosed in the proxy .
RED FLAGS
- None identified specific to McClain in FY2025: no <75% attendance, no hedging/pledging exceptions, no disclosed related-party transactions involving McClain, and independent status affirmed .
COMPENSATION COMMITTEE ANALYSIS (context)
- Composition: Robison (Chair), Bagby, Tooley, McClain; five meetings in FY2025. Committee oversees executive and broad employee compensation and administers equity plans; no delegation of authority and no external consultant disclosures noted in the proxy .
DIRECTOR COMPENSATION STRUCTURE (context)
- Cash retainers unchanged since Aug 2021: $1,250/month for Company Board and $1,250/month for Bank Board. Select regional loan committee members receive an extra $1,000/month (not McClain) .
- Equity: In FY2025, all non-employee directors received 400 restricted shares (time-based vesting over five years). McClain also has a prior (2023) option grant vesting over five years .
RELATED POLICIES
- Insider Trading Policy: Hedging prohibited; pledging discouraged and must be pre-cleared; currently no hedging permitted. Related-party transactions are reviewed by Audit Committee with detailed evaluation criteria. Loans to insiders made at market terms and are not preferential .
Overall implication for investors
- McClain’s committee load (Audit, Compensation, Nominating), independence, and consistent attendance support board effectiveness. Compensation is standard and primarily time-based equity plus cash retainers, with limited equity exposure; hedging prohibitions and options/RSUs provide moderate alignment. No McClain-specific conflicts are disclosed; insider lending exists at the aggregate board level but under standard terms and oversight, which mitigates conflict risk .