Dennis C. Robison

About Dennis C. Robison

Dennis C. Robison (age 71) is an independent director of Southern Missouri Bancorp, Inc. (SMBC) and Southern Bank, serving since 2008. He is a farmer in Butler and Ripley counties, Missouri, primarily raising soybeans, rice, and wheat; he has managed two farming operations with responsibilities spanning budgeting, financing, tax planning, and resource/personnel management, which informs his understanding of SMBC’s agricultural borrowers and general management issues . The Board has determined he is independent under Nasdaq Rule 5605(a)(2) .

Past Roles

External Roles

Board Governance

• Board tenure at SMBC/Southern Bank: Director since 2008 .
• Independence: Classified as independent; majority of board independent .
• Board meetings: 12 regular and 6 special in FY2025; no director attended fewer than 75% of aggregate Board and committee meetings .
• Annual meeting attendance: Company policy expects director attendance; all directors attended the prior year’s annual meeting except the CEO due to extenuating circumstances .
• Committee assignments:
  • Compensation Committee: Chair (Robison), members Bagby, Tooley, McClain; met five times in FY2025; oversees executive/team member compensation, incentive plans, and administers 2024 and 2017 Omnibus Incentive Plans .
  • Nominating Committee: Member; composed of Brooks (Chair), Tooley, McClain, Robison; met once in FY2025; handles director nominations, committee assignments/chairs .
  • Audit Committee: Member; Audit Chair is Love; Audit Committee met five times in FY2025; reviews financial reporting, internal control, auditor independence, and related-party transactions .

Fixed Compensation

Directors’ Retirement Agreements: Southern Bank has retirement agreements with directors other than Steffens, Jones, McClain, and Young; after retirement on/after age 60 (not for cause), five annual payments equal to prior-year cash fees multiplied by vested % (50% after 5 years, 75% after 10, 100% after 15); unfunded, unsecured obligations of Southern Bank .

Performance Compensation

Compensation Committee performance metrics used to link executive pay to performance (context for Robison’s chair oversight):

Other Directorships & Interlocks

Expertise & Qualifications

• Sector/functional expertise: Agriculture and general management; practical borrower perspective; experience managing successful operations .
• Board skills matrix indicates broad coverage across management and sector domains; the biography explicitly highlights agriculture expertise .

Equity Ownership

Policy environment:

• Hedging prohibited; pledging discouraged, allowed only with demonstrated capacity and preclearance; CEO has not permitted any director/officer/team member to engage in hedging to date .
• Audit Committee reviews and approves related-party transactions; loans to directors/executives totaled ~$14.4 million at June 30, 2025, made on non-preferential, ordinary-course terms; amount ≈2.6% of consolidated shareholders’ equity; all performing .

Governance Assessment

• Strengths:

  • Independent director with long tenure (since 2008) and sector-relevant expertise in agriculture, aligning with borrower base .
  • High committee engagement: Chairs Compensation; member of Audit and Nominating; FY2025 committee cadence (Audit 5, Comp 5, Nominating 1) indicates active oversight .
  • Board/committee attendance threshold met across directors; policy supports annual meeting attendance; strong say‑on‑pay approval (7,379,508 For; 392,516 Against; 312,453 Abstain) reinforces investor confidence in compensation oversight .
  • Director equity grants (RSUs) provide alignment; hedging prohibited and pledging discouraged under insider trading policy .

• Monitoring items / potential conflicts:

  • Audit Committee members (including Robison) review related‑party transactions while the Board acknowledges certain directors/affiliates have borrowed from the Bank; ensure robust recusals and documentation on any personal relationships/loans to avoid perceived conflicts .
  • Directors’ Retirement Agreements create post‑service payments tied to prior cash fees; assess whether such arrangements incentivize tenure over performance and how they impact independence perceptions .
  • No explicit director stock ownership guideline disclosure; inability to assess compliance/skin‑in‑the‑game beyond beneficial ownership and RSU grants .

• Signals affecting investor confidence:

  • Strong shareholder support on auditor ratification (8,635,106 For) and say‑on‑pay outcomes suggest stable governance and pay practices under the Compensation Committee chaired by Robison .
  • Clear anti‑hedging policy and controlled pledging practices reduce alignment risk; ongoing oversight of insider loans mitigated by Audit Committee review and standard‑term lending .

Appendix: Director Compensation Detail (FY2025)

Appendix: Committee Composition (FY2025)

Appendix: Board & Committee Activity

Appendix: Shareholder Voting (Oct 20, 2025)

RED FLAGS: None disclosed specific to Robison (e.g., related‑party transactions, low attendance, hedging/pledging). General sector governance caution: Board acknowledges director/affiliate borrowing; maintain strict recusal and independent review to prevent conflicts .