Kenneth J. Bower
About Kenneth J. Bower
Kenneth J. Bower (age 54) was elected as an independent director of Southern Missouri Bancorp, Inc. at the October 20, 2025 annual meeting, with service commencing following the meeting . He is co‑founder and CEO of Clayton Financial Group (CFG), a registered investment advisor founded in 2015; he previously consulted at Price Waterhouse and founded three startups (one in Baltimore, two in St. Louis) . Bower holds a BA from Dartmouth College (1994) and an MBA from Northwestern University’s Kellogg School of Management (2000), with core credentials in strategic planning, investment oversight, and governance .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Price Waterhouse | Consultant | Not disclosed | Early career consulting background |
| Startup (Baltimore) | Founder/Entrepreneur | Not disclosed | One of three startups prior to 2004 |
| Startup (St. Louis) | Founder/Entrepreneur | Not disclosed | One of two St. Louis startups |
| Startup (St. Louis) | Founder/Entrepreneur | Not disclosed | One of two St. Louis startups |
| Clayton Financial Group (CFG) | Co‑Founder & CEO | 2015–present | Boutique “Family CFO” RIA serving clients nationally |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Catholic Charities of St. Louis | Board Member | Current | Non‑profit board role |
| Racquet Club Ladue | Board Member | Current | Board role |
Board Governance
- Independence: The Board determined Bower is independent under Nasdaq Rule 5605(a)(2) (determinations considered employment/transactions; similar approvals apply to all independent directors and nominees) .
- Committee assignments: Not disclosed for Bower in the 2025 proxy; the Nominating Committee annually recommends committee assignments and chairs . Existing committees and chairs as of FY2025: Audit (Chair: Charles R. Love), Compensation (Chair: Dennis C. Robison), Nominating (Chair: Rebecca M. Brooks) .
- Meetings and attendance (FY2025): 12 regular and 6 special meetings; no director attended fewer than 75% of combined Board/committee meetings (Bower was not yet a director in FY2025) .
Election results (Oct 20, 2025 Annual Meeting)
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Elect Kenneth J. Bower (term expiring 2028) | 7,720,493 | 90,143 | 273,841 | 908,774 |
Say‑on‑pay (advisory) and auditor ratification (same meeting)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation | 7,379,508 | 392,516 | 312,453 | 908,774 |
| Ratification of Forvis Mazars, LLP (FY2026) | 8,635,106 | 94,596 | 263,549 | 0 |
Fixed Compensation
Director cash fee structure (non‑employee directors; applicable framework for Bower prospectively)
| Component | Amount | Notes |
|---|---|---|
| Company Board retainer (monthly) | $1,250 | Paid during FY2025; unchanged since Aug 2021 |
| Bank Board retainer (monthly) | $1,250 | Paid during FY2025; unchanged since Aug 2021 |
| Regional Loan Approval Committee (monthly, if assigned) | $1,000 | Only for members serving on regional loan approval committees |
| Fee change status | — | “The directors fees have not changed since August, 2021.” |
Note: Bower’s FY2025 compensation was not reported because his Board service begins after the Oct 20, 2025 annual meeting; subsequent proxy filings will reflect his compensation following election .
Performance Compensation
Non‑employee director equity awards (FY2025 structure)
| Grant Date | Award | Grant‑Date Fair Value | Vesting | Plan / Notes |
|---|---|---|---|---|
| Feb 18, 2025 | 400 restricted shares | $24,168 | 20% per year from Feb 9, 2026 through Feb 9, 2030 | Granted under 2024 Omnibus Incentive Plan; all directors except the CEO received this grant |
- Metric design: Director equity vests based on time (service‑based schedule above); no performance metrics apply to director grants .
- Executive grants (for context) use ROAA performance conditions; these do not apply to directors .
Other Directorships & Interlocks
- Public company boards: None disclosed for Bower .
- Non‑profit boards: Catholic Charities of St. Louis; Racquet Club Ladue .
- Interlocks/related roles with customers/suppliers/competitors: None disclosed .
Expertise & Qualifications
- Education: BA, Dartmouth College (1994); MBA, Kellogg School of Management, Northwestern University (2000) .
- Professional: Price Waterhouse consulting; multiple startups; co‑founder/CEO of RIA (CFG) .
- Board‑relevant skills cited: strategic planning, investment oversight, governance .
- Board skills matrix includes named directors (including Bower); see matrix overview in proxy; detailed X‑marks by area are summarized at Board level .
Equity Ownership
- Beneficial ownership: Not disclosed for Bower in the FY2025 proxy’s beneficial ownership table (as of Aug 29, 2025); the table lists sitting directors/executives and >5% holders, and Bower was not yet serving .
- Hedging/pledging: Company policy prohibits hedging for directors/officers; pledging is discouraged and requires preclearance; as of the proxy date, the CEO had not permitted any hedging by directors/officers/team members .
Related‑Party Transactions and Conflicts
- Policy: Audit Committee must review/approve related‑party transactions; loans to insiders follow regulatory and policy standards .
- Insider loans: Aggregate loans to all directors/executive officers and their associates totaled ~$14.4 million at June 30, 2025 (about 2.6% of consolidated shareholders’ equity); all performing; no preferential rates (some closing fees may be waived) .
- Bower‑specific: No related‑party transactions involving Bower were disclosed in the 2025 proxy .
Director Compensation (FY2025 context for Board)
| Name | Fees Earned/Paid in Cash | Stock Awards | Change in Pension Value/Non‑Qualified Earnings | All Other Compensation | Total |
|---|---|---|---|---|---|
| Example (Bagby) | $30,000 | $24,168 | $2,428 | $0 | $56,596 |
| Example (Love) | $42,000 | $24,168 | $2,817 | $0 | $68,985 |
| Example (Tooley) | $42,000 | $24,168 | $5,972 | $0 | $72,140 |
Note: Bower was not included in the FY2025 director compensation table because his election occurred at the October 20, 2025 annual meeting .
Governance Assessment
- Positives: Strong shareholder support for Bower’s election; overall Board independence majority; robust committee structure; explicit hedging prohibition and pledging restrictions; formal related‑party transaction review; Board attendance above 75% benchmark in FY2025 .
- Watch items: Committee assignments for Bower were not disclosed in the 2025 proxy; investors should monitor initial committee placements (e.g., Audit, Compensation, Nominating) and any subsequent workload/attendance disclosures in the next proxy .
- Alignment: Director pay mix includes ongoing cash retainers plus annual time‑vested equity grants (service‑based), with cash fees unchanged since Aug 2021; no director‑level performance metrics are applied to equity awards .