Greg A. Steffens

About Greg A. Steffens

Chairman and Chief Executive Officer of Southern Missouri Bancorp, Inc. (SMBC); age 58. Chairman since July 2022, CEO since 2003, President from October 2000 to June 2022; prior roles include CFO of SMBC, President & CEO of Southern Bank, CFO of Sho‑Me Financial Corp. (four years), and bank examiner with the Office of Thrift Supervision. Director of SMBC and Southern Bank since 2000 . Recent performance context: diluted EPS rose from $3.85 (FY2023) to $4.42 (FY2024) to $5.18 (FY2025); cumulative total shareholder return value (initial $100) improved from 167.21 (FY2023) to 199.53 (FY2024) to 246.84 (FY2025) .

Past Roles

External Roles

No other public company directorships disclosed in the proxy biographies for Steffens .

Fixed Compensation

Multi‑year cash compensation components (fiscal years ended June 30):

• Bonus approach: no formal cash bonus plan; discretionary, guided “up to 25% of base salary,” tied to plan metrics such as EPS growth, tangible ROATCE, NIM, noninterest metrics, and strategic objectives; 50% of each year’s bonus is held and paid at the conclusion of the following fiscal year (retention/discipline feature) .
• FY2025 salary increased during the year from $455,000 to $468,000 to remain competitive and reflect evolving responsibilities .

Performance Compensation

Annual Equity Grants (structure and 2023–2025 grants)

Performance metrics used by the Compensation Committee to link pay and performance include: diluted EPS, tangible ROATCE, return on average assets, net interest margin, and non‑performing asset ratio .

Pay vs Performance (context)

Equity Ownership & Alignment

Beneficial ownership and outstanding equity (as of record dates/FY-end):

• Beneficial Ownership (record date Aug 29, 2025): 308,607 shares (2.73% of outstanding); includes options exercisable within 60 days of record date: 17,500; includes 24,027 shares held as custodian for his daughter; includes 48,422 shares held in Southern Bank 401(k) .
• Outstanding equity awards at June 30, 2025:

• Hedging/Pledging: Hedging transactions are prohibited for directors and officers; pledging is discouraged and only permitted by exception with demonstrated repayment capacity; as of the policy disclosure, the CEO has not permitted any hedging by directors or executive officers .

Option moneyness (context at 6/30/2025): with a $54.78 close, options with strikes below that level were in‑the‑money; 2025 grant at $60.42 was out‑of‑the‑money at FY‑end .

Employment Terms

• Employment Agreement (amended and restated Nov 8, 2019): auto‑renews one year annually (subject to board review); base salary floor $378,000; eligible for discretionary bonuses and benefits; reimbursed reasonable chairman expenses .
• Severance (without cause/constructive termination): during remaining term, monthly payments equal 1/12 annual salary plus 1/12 average cash bonus/cash incentives for prior two years; continuation of specified health/other insurance for the remaining term .
• Change‑in‑Control (single/double‑trigger construct): if involuntary termination occurs within 12 months before, at, or within 24 months after a change in control, lump sum cash equal to 299% of “base amount” (IRC 280G), with 280G cut‑back to avoid excess parachute payments .
• Noncompete/Non‑solicit: executive‑team change‑in‑control agreements include non‑solicit provisions (disclosed for other NEOs; CEO governed by employment agreement) .

Potential payments table (assuming termination at June 30, 2025):

Board Governance

• Combined CEO/Chair roles since July 2022; Board appointed Vice‑Chairman L. Douglas Bagby as lead independent director to preside over executive sessions and act as liaison with the Chair .
• Independence: Majority independent; in 2025 the Board determined that Bagby, Schalk, Brooks, Love, Robison, Tooley, Hensley, McClain, and nominees Bower and McCoy are independent under Nasdaq rules .
• Meetings/Attendance: FY2025—twelve regular and six special meetings; no director attended fewer than 75% of aggregate board/committee meetings; all directors attended last year’s annual meeting except Steffens (extenuating circumstances) .
• Committees (2025):
  • Audit: Love (Chair), Bagby, Schalk, Brooks, Robison, Tooley, Hensley, McClain; Love designated “audit committee financial expert” .
  • Compensation: Robison (Chair), Bagby, Tooley, McClain .
  • Nominating: Brooks (Chair), Tooley, McClain, Robison .
• Director pay structure (non‑employee directors): $1,250/month for SMBC Board and $1,250/month for Bank Board; unchanged since August 2021; 400 restricted shares granted 2/18/2025 vesting 20% annually 2/9/2026–2/9/2030 .
• Related‑party/insider loans: loans to directors/executive officers and associates totaled ~$14.4mm at 6/30/2025 (≈2.6% of consolidated shareholders’ equity); all performing; made on substantially the same terms as for non‑insiders .

Compensation Structure Analysis

• Mix and trends: Cash bonuses remain discretionary (no formulaic plan), but equity continues as a meaningful component via options and performance‑based restricted stock tied to multi‑year ROAA; FY2025 base salary increased modestly (≈2.9%) as responsibilities evolved .
• Performance linkage: PSU vesting strictly contingent on 12‑quarter annualized ROAA thresholds; pay‑versus‑performance disclosures highlight EPS and TSR progression alongside “compensation actually paid” .
• Governance features: Bonus holdback (50% paid following fiscal year) supports retention and risk control; hedging prohibited and pledging discouraged with stringent exceptions .
• Change‑in‑control economics: CEO subject to 299% base‑amount cap with cut‑back to avoid 280G excise tax; potential equity acceleration upon qualifying termination in connection with change‑in‑control .

Director Compensation (Greg A. Steffens context)

Steffens’ board fees are included in “All Other Compensation” ($30,000 in FY2025; likewise included in prior years), alongside 401(k) and health contributions .

Risk Indicators & Red Flags

• Combined CEO/Chair role mitigated by designated lead independent director and majority‑independent Board .
• Hedging strictly prohibited; pledging discouraged and allowed only by exception—policy oversight reduces alignment risk .
• Related‑party lending is within policy and regulatory norms; aggregate insider loans 2.6% of equity and performing at FY-end .

Equity Ownership & Alignment Details (Breakdown)

Investment Implications

• Alignment and potential selling pressure: Material personal stake (2.73% of shares outstanding) plus unearned PSUs and multi‑year option tranches indicate strong alignment; annual February vesting cycles (PSUs and options) create predictable potential liquidity windows that traders may monitor for insider selling or 10b5‑1 activity .
• Pay‑for‑performance: PSU vesting tied to 12‑quarter ROAA and discretionary cash bonuses guided to operating/credit/income metrics (EPS, ROAA, tangible ROATCE, NIM, NPA) signal emphasis on long‑term, stable profitability—which may constrain short‑term risk‑taking but support durable ROA/EPS compounding .
• Retention/change‑in‑control: CEO change‑in‑control protection (299% base amount with 280G cut‑back) and equity acceleration on qualifying termination offer retention ballast; in a consolidation scenario, modeled payouts (≈$2.76mm plus equity effects) quantify potential leadership transition costs .
• Governance: Combined CEO/Chair model is tempered by a designated lead independent director and majority‑independent committees; policies prohibiting hedging and discouraging pledging reduce alignment risks commonly flagged by investors .