Justin G. Cox
About Justin G. Cox
Executive Vice President and Chief Banking Officer of Southern Missouri Bancorp, Inc. and Southern Bank since May 1, 2025, following service as Regional President (West) and prior leadership roles since joining the Bank in 2010; age 44 with 22 years of banking experience and a B.S. in Business Administration (Marketing & Management) from Southwest Baptist University . Compensation is linked to discrete business plan goals and to multi‑year performance via stock options and performance‑based restricted stock that vest based on rolling 12‑quarter return on average assets (ROAA); company pay‑versus‑performance disclosures highlight net income and diluted EPS trends used by the Compensation Committee (EPS, ROAA, TRTE/ROTE, NIM, non‑performing asset ratio) . Company financial performance during FY2023–FY2025: net income $39.2M, $50.2M, $58.6M and diluted EPS $3.85, $4.42, $5.18, respectively, with cumulative four‑year TSR rising to 246.84 (vs. 186.37 for the peer index) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southern Missouri Bancorp / Southern Bank | Chief Banking Officer (EVP) | Effective May 1, 2025–present | Centralizes customer engagement and business development across lending, deposits, and fee teams to improve customer experience and profitability per process‑improvement recommendations . |
| Southern Missouri Bancorp / Southern Bank | Regional President (West) (EVP) | January 2017–April 2025 | Led West region loan and deposit growth; track record cited in CBO appointment . |
| Southern Missouri Bancorp / Southern Bank | Lending Officer | 2010–2016 (joined in 2010) | Advanced quickly to community and regional leadership roles . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 278,606 | 292,523 | 325,253 |
| Bonus ($) | 55,500 (paid FY2024) | 48,100 (paid FY2025) | 54,100 (paid FY2026) |
| All Other Compensation ($) | 36,131 | 35,567 | 38,199 |
- Bonus framework: No written cash plan; Committee uses business plan metrics (tangible ROTCE, EPS growth, NIM, noninterest income/expense, strategic goals) with guideline up to 25% of base salary, and defers 50% of each bonus to the following fiscal year to support retention and prudent risk management .
- FY2025 base salary increased to $340,000 (annualized), reflected in SCT salary earned $325,253; increases cited for retention, role evolution, and equity incentives mix .
Performance Compensation
Performance‑Based Restricted Stock (PSUs)
| Grant Year | Grant Date | Threshold Units (#) | Target Units (#) | Max Units (#) | Performance Metric | Vesting Start | Vesting Cadence |
|---|---|---|---|---|---|---|---|
| 2023 | Feb 21, 2023 | 375 | 563 | 750 | Annualized ROAA over rolling 12 quarters vs threshold | Feb 9, 2024 | Up to 20% annually over 5 years based on ROAA; Feb 9 each year |
| 2024 | Feb 8, 2024 | 375 | 563 | 750 | Annualized ROAA over rolling 12 quarters vs threshold | Feb 9, 2025 | Up to 20% annually over 5 years based on ROAA; Feb 9 each year |
| 2025 | Feb 18, 2025 | 313 | 469 | 625 | Annualized ROAA over rolling 12 quarters vs threshold | Feb 9, 2026 | Up to 20% annually over 5 years based on ROAA; Feb 9 each year |
- PSU grant date fair values: $35,205 (2023), $30,615 (2024), $37,763 (2025) .
Stock Options
| Grant Year | Grant Date | Options (#) | Exercise Price ($) | Vesting Start | Vesting Cadence | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| 2023 | Feb 21, 2023 | 2,500 | 46.94 | Feb 9, 2024 | 20% annually over 5 years | 42,350 |
| 2024 | Feb 8, 2024 | 2,500 | 40.82 | Feb 9, 2025 | 20% annually over 5 years | 39,975 |
| 2025 | Feb 18, 2025 | 1,500 | 60.42 | Feb 18, 2026 | 20% annually over 5 years | 40,590 |
- Equity awards granted under the 2024 Omnibus Incentive Plan; options are at or above grant‑date market price and follow standardized five‑year vesting; PSU vesting strictly tied to multi‑year ROAA thresholds .
Equity Ownership & Alignment
| As of Aug 29, 2025 (Record Date) | Value |
|---|---|
| Beneficial Ownership (shares) | 33,070; asterisk indicates <1% of shares outstanding |
| Shares Outstanding | 11,290,667 |
| Options Exercisable within 60 days | 10,800 shares |
| Unvested Stock Awards (units) | 2,288 units not vested; market value $125,355 (based on $54.78 as of last trading day of FY2025) |
| 401(k) Plan Holdings | 13,195 shares via Southern Bank 401(k) account |
- Insider trading policy: Hedging prohibited; pledging discouraged and only permitted by exception with demonstrated capacity; CEO has not permitted any director or executive officer to engage in hedging as of the proxy date .
- FY2025 vesting/exercises: 953 restricted shares vested (value realized $53,178); no option exercises recorded . FY2024 vested 924 shares (value $39,957); no option exercises . FY2023 vested 540 shares (value $25,942); no option exercises .
Employment Terms
| Provision | Details |
|---|---|
| Agreement Type | Change‑in‑Control Severance Agreement (Bank) |
| Severance Multiple | Lump sum equal to 2× Section 280G “base amount” if terminated in connection with or within 1 year after a change in control by employer without cause, disability, retirement or death, or by executive for “Good Reason” (double trigger) |
| Health/Benefits Continuation | Continued participation for two years post‑termination or until full‑time employment elsewhere; alternative benefits or cash payment if participation barred or excise tax triggered |
| Restrictive Covenants | Non‑solicit of employees and customers for two years post‑termination |
| 280G Cutback | Payments/benefits reduced as needed to avoid “excess parachute payment” nondeductibility and excise tax exposure |
| Equity Treatment at CIC/Death/Disability | Unvested PSUs become unrestricted; unvested options vest under specified CIC/death/disability scenarios per potential payments footnotes |
Performance & Track Record
| Item | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Restricted Shares Vested (units) | 540 | 924 | 953 |
| Value Realized on Vesting ($) | 25,942 | 39,957 | 53,178 |
| Company Net Income ($000) | 39,237 | 50,182 | 58,578 |
| Diluted EPS ($) | 3.85 | 4.42 | 5.18 |
| Cumulative 4‑yr TSR (Company/Peer) | 167.21 vs 116.10 (FY2023) | 199.53 vs 152.45 (FY2024) | 246.84 vs 186.37 (FY2025) |
- Role expansion: Elevation to CBO centralizes growth and customer experience under Cox, expected to enhance organizational profitability and engagement .
Investment Implications
- Pay‑for‑performance alignment: Equity mix leans on multi‑year ROAA‑linked PSUs and five‑year options; no option exercises in FY2023–FY2025 indicates long‑dated incentive alignment rather than near‑term monetization .
- Retention risk mitigants: Two‑year health/benefit continuation plus 2× base‑amount severance under double‑trigger CIC provisions, coupled with two‑year non‑solicit, lower near‑term attrition risk during strategic change or M&A .
- Selling pressure monitor: Annual vesting (Feb 9 cadence) for PSUs and options may produce periodic withholding‑related transactions; monitor Form 4s around vesting dates for tax‑driven sales vs discretionary disposals .
- Governance red‑flags check: Hedging prohibited and pledging discouraged; no hedging permitted to date, reducing misalignment risk; 280G cutback limits golden‑parachute inflation .
- Execution focus: New CBO mandate aims to standardize customer engagement and drive profitability; recent momentum in EPS and TSR provides supportive backdrop for incentive realization tied to ROAA and EPS .