L. Douglas Bagby
About L. Douglas Bagby
L. Douglas Bagby, age 75, is an independent director and Vice-Chairman (lead director) of Southern Missouri Bancorp, Inc. (SMBC). He has served on the Boards of SMBC and Southern Bank since 1997; he was Chairman of the Board through June 30, 2022 and has served as Vice-Chairman since July 1, 2022 . Bagby’s background includes senior public-sector operating roles, bringing expertise in deposit services and credit to public units .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Poplar Bluff, Missouri | City Manager | Sept 2003 – Jun 2014; earlier 2-year tenure | City leadership and public-sector financial/operational oversight |
| Poplar Bluff Municipal Utilities | General Manager | 14 years (prior to 2003) | Utility operations management; public finance exposure |
| Poplar Bluff R-1 School Board | Board Member | 6 years | Education sector governance |
External Roles
- No current public company directorships disclosed. Biography lists prior municipal and school board service; no other public company boards are indicated in the proxy .
Board Governance
| Topic | Details |
|---|---|
| Board roles | Vice-Chairman and lead director (presides over executive sessions; liaison to Chair/CEO) |
| Independence | Board determined Bagby is an “independent director” under NASDAQ Rule 5605(a)(2) |
| Committees | Audit Committee (member); Compensation Committee (member) |
| Committee chairs | Audit Chair: Charles R. Love; Compensation Chair: Dennis C. Robison (Bagby is not a chair) |
| Attendance | FY2025: No director attended fewer than 75% of Board and committee meetings; Board held 12 regular and 6 special meetings |
| Annual meeting attendance policy | All directors are expected to attend; all attended last year except the CEO due to extenuating circumstances |
| Shareholder engagement | Shareholders may write directly to the Board via L. Douglas Bagby, Vice-Chairman, 2991 Oak Grove Road, Poplar Bluff, MO 63901 |
| Committee charters | Audit, Compensation, and Nominating charters available on investor relations site |
Fixed Compensation
Director cash compensation and program structure:
- Monthly retainer: $1,250/month for the Company Board and $1,250/month for the Bank Board; unchanged since August 2021 .
- Regional loan approval committee fee (only for certain directors; not listed for Bagby): +$1,000/month .
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash | $30,000 | $30,000 |
| Change in Pension Value/Non-qualified Earnings | $2,628 | $2,428 |
| Total Director Compensation (cash + equity + other shown below) | $53,038 | $56,596 |
Notes:
- Bagby is party to Southern Bank’s director retirement agreement program (applies to all directors except Steffens, Jones, McClain, Young). Upon board service termination on/after age 60 (other than for cause), five annual payments equal to prior year’s cash fees times a vesting percentage (50% after 5 years; 75% after 10; 100% after 15). Unfunded and unsecured obligations of Southern Bank .
Performance Compensation
Equity awards to non-employee directors are time-based restricted stock (no performance metrics disclosed for directors).
| Grant Year | Instrument | Grant Date | Shares | Grant-date Fair Value | Vesting |
|---|---|---|---|---|---|
| 2024 | Restricted Stock | Feb 8, 2024 | 500 | $20,410 | 20% annually on Feb 9, 2025–Feb 9, 2029 |
| 2025 | Restricted Stock | Feb 18, 2025 | 400 | $24,168 | 20% annually on Feb 9, 2026–Feb 9, 2030 |
Program structure notes:
- All non-employee directors received the same share grant each year (excluding the CEO who is an NEO) .
Other Directorships & Interlocks
| Company/Organization | Role | Notes |
|---|---|---|
| — | — | No other public company directorships disclosed for Bagby in the proxy |
Expertise & Qualifications
The Board’s skills matrix indicates Bagby’s expertise includes: Finance, Banking, Management, Compliance, Real Estate, Construction, Transportation, Health Care, Manufacturing, and Public Entities .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| L. Douglas Bagby | 21,400 | * (less than 1%) |
Additional alignment/risk policies:
- Hedging of company stock by directors is prohibited; pledging is discouraged and requires preclearance demonstrating ability to repay without resort to pledged securities; CEO has not permitted hedging arrangements as of the proxy date .
- No stock options are disclosed for Bagby; options are specifically listed for other named individuals in footnotes (Bagby not among them) .
Governance Assessment
-
Strengths:
- Long-tenured independent director with deep public-sector operating experience; Vice-Chairman/lead director role enhances independent oversight given combined CEO/Chair structure .
- Active committee service on Audit and Compensation—key risk and pay oversight bodies .
- Strong engagement signal: shareholder communications routed to Bagby as Vice-Chairman .
- Anti-hedging and discouraged pledging policy aligns director/shareholder interests .
- FY2025 Say-on-Pay passed (7,379,508 For vs 392,516 Against; 312,453 Abstain; 908,774 broker non-votes), indicating broad shareholder support for compensation practices .
-
Risks/Watch items:
- Director retirement agreements (unfunded, unsecured) add a non-standard director benefit; monitor for potential entrenchment or misalignment over time .
- Related-party/insider lending: while ordinary-course and on market terms per policy, aggregate loans to directors/executive officers totaled ~$14.4 million at 6/30/2025 (≈2.6% of consolidated equity); no individual loans are disclosed and no specific transaction is attributed to Bagby .
- Equity awards to directors are time-based (no performance link), which is common but less performance-sensitive than PSU structures .
-
Compensation mix trend:
- Bagby’s total director comp increased year-over-year (from $53,038 in FY2024 to $56,596 in FY2025), driven primarily by higher restricted stock fair value ($20,410 → $24,168); cash fees were unchanged .
-
Attendance/engagement:
- FY2025: No director fell below 75% attendance; Board met 18 times (12 regular/6 special), indicating a high activity cadence .
- FY2024 note: One director (not Bagby) was below 75% attendance; Bagby not cited as an exception .
Appendix: Key Tables
Director Compensation (Cash + Equity)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash | $30,000 | $30,000 |
| Stock Awards (Restricted Stock) | $20,410 | $24,168 |
| Change in Pension Value/Non-Qualified Earnings | $2,628 | $2,428 |
| Total | $53,038 | $56,596 |
Director Equity Grants (Details)
| Grant Year | Grant Date | Shares | Fair Value | Vesting Schedule |
|---|---|---|---|---|
| 2024 | Feb 8, 2024 | 500 | $20,410 | 20% annually on Feb 9, 2025–Feb 9, 2029 |
| 2025 | Feb 18, 2025 | 400 | $24,168 | 20% annually on Feb 9, 2026–Feb 9, 2030 |
Equity Ownership
| Holder | Shares | % Outstanding |
|---|---|---|
| L. Douglas Bagby | 21,400 | * (less than 1%) |
Say-on-Pay (FY2025 Meeting Results)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation | 7,379,508 | 392,516 | 312,453 | 908,774 |
Committee Memberships
| Committee | Role | Chair |
|---|---|---|
| Audit | Member | Charles R. Love |
| Compensation | Member | Dennis C. Robison |
| Nominating | Not listed as a member | Chair: Rebecca M. Brooks |
Policies Relevant to Alignment/Conflicts
- Hedging: Prohibited for directors/officers; CEO has not permitted any hedging .
- Pledging: Discouraged; exceptions require preclearance and demonstration of repayment capacity .
- Related-Party Transactions: Audit Committee approval/ratification policy; loans to insiders in ordinary course on market terms; aggregate loans to directors/executives ~$14.4 million at 6/30/2025; all performing .
No specific related-party transactions, option holdings, or share pledges are disclosed for Bagby in the latest proxy. All quantitative and biographical details above are taken from SMBC’s 2025 and 2024 definitive proxy statements and 2025 annual meeting 8-K .