Rebecca M. Brooks
About Rebecca M. Brooks
Rebecca M. Brooks (age 69) is an independent director of Southern Missouri Bancorp, Inc. (SMBC) and Southern Bank, serving since 2004 . She is Vice President and financial operations manager for McLane Transport, Inc. (since 1997), with prior roles in healthcare administration and as president of a small hospital employee credit union; she also served five years on the Maxwell-Gunter Federal Credit Union board . The Board has determined she is independent under Nasdaq Rule 5605(a)(2) . Board meeting cadence in FY2025 was 12 regular and 6 special meetings, with no director below 75% attendance; all directors attended the prior annual meeting except the CEO, implying strong engagement by Brooks .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McLane Transport, Inc. | Vice President & Financial Operations Manager | 1997–present | Financial reporting, budgeting, payroll/AP/AR oversight, tax management |
| Maxwell-Gunter Federal Credit Union | Director | 5 years (dates not specified) | Consumer credit and regulatory oversight experience |
| Hospital employee credit union | President | Dates not specified | Consumer credit and financial operations leadership |
External Roles
| Organization | Type | Role | Years |
|---|---|---|---|
| McLane Transport, Inc. | Private | VP & Financial Ops Manager | 1997–present |
| Maxwell-Gunter Federal Credit Union | Non-profit/credit union | Board Director | 5 years |
| Small hospital employee credit union | Non-profit/credit union | President | Not disclosed |
Board Governance
- Committees: Audit Committee member; Nominating Committee Chair .
- Audit Committee met 5 times in FY2025; Nominating met once for director nominations, committee assignments, and officer appointments .
- Independence: Board determined Brooks is independent under Nasdaq standards; independence review considers employment/transactions and immediate family/affiliates; director/affiliate borrowings are reviewed in independence assessments .
- Attendance: Twelve regular and six special board meetings; no director below 75% attendance; all directors attended the prior annual meeting except the CEO .
Fixed Compensation
| Component (FY2025) | Amount |
|---|---|
| Annual cash retainer (Company + Bank boards) | $30,000 |
| Stock awards (restricted stock grant-date fair value) | $24,168 |
| Change in pension value & non-qualified deferred earnings | $1,654 |
| Total | $55,822 |
| Structural Fees | Rate | Notes |
|---|---|---|
| Company Board fee | $1,250/month | Unchanged since Aug 2021 |
| Bank Board fee | $1,250/month | Unchanged since Aug 2021 |
| Regional loan approval committee fee | $1,000/month | Applies to Love, Tooley, Schalk; Brooks not listed |
Directors’ retirement agreements: Southern Bank maintains director retirement agreements (excluding Steffens, Jones, McClain, Young) paying five annual installments post-retirement (age ≥60, not for cause) equal to prior-year cash fees × vested percentage (50% ≥5 years, 75% ≥10, 100% ≥15) . Given Brooks’ service since 2004, she meets the 100% vesting threshold under this plan .
Performance Compensation
| Equity Grant (Directors) | Shares | Grant Date | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted stock (time-based) | 400 | Feb 18, 2025 | 20% annually from Feb 9, 2026–Feb 9, 2030 | None disclosed for directors; time-based vesting |
Note: Performance-based vesting metrics (Return on Average Assets thresholds) apply to executive equity awards, not director grants .
Other Directorships & Interlocks
| Company | Public? | Role | Committee Roles | Interlocks/Conflicts Disclosed |
|---|---|---|---|---|
| None disclosed for public companies | — | — | — | No public company boards disclosed |
| Maxwell-Gunter Federal Credit Union | No | Director | Not specified | No SMBC-related transactions disclosed |
Expertise & Qualifications
- Skills: Finance, banking, management, compliance; domain exposure in transportation and consumer credit per biography and Board skills matrix .
- Board value-add: Evaluates transportation and service industry borrowers; background in consumer credit and financial institution regulatory oversight .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (total shares) | 51,400; under 1% of outstanding |
| Shares outstanding (record date) | 11,290,667 |
| Ownership as % of outstanding | ≈0.46% (51,400 / 11,290,667) |
| Direct holdings (post-2/18/2025) | 31,400 (Form 4) |
| Indirect holdings (e.g., will/trust) | 20,000 (Form 4, 10/15/2024; indirect) |
| Unvested restricted shares | 400 (granted 2/18/2025, vest 20% annually 2026–2030) |
| Options | None disclosed for Brooks in option footnotes; others listed, Brooks not included |
| Hedging/Pledging policy | Hedging prohibited; pledging discouraged and requires preclearance; CEO has not permitted any hedging |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Transacted | Price | Ownership After | Direct/Indirect | Source |
|---|---|---|---|---|---|---|---|
| 2025-02-18 | 2025-02-20 | Award (A) – restricted stock | 400 | $0 | 31,400 | Direct | |
| 2024-10-15 | 2025-02-20 | Will/estate (W) | 20,000 | $0 | 20,000 | Indirect | |
| 2024-02-08 | 2024-02-12 | Award (A) – restricted stock | 500 | $0 | 31,000 | Not listed |
Governance Assessment
- Board effectiveness: Brooks chairs the Nominating Committee and serves on the Audit Committee—strong governance roles with oversight of board composition and financial reporting/internal controls . Audit met five times (active oversight cadence), and she met attendance thresholds amid a 12-regular/6-special meeting schedule; directors attended the prior annual meeting (except CEO), consistent with engagement .
- Independence and conflicts: Board affirms independence under Nasdaq; related-party transactions (including director/affiliate loans) are reviewed and approved by the Audit Committee and conducted on market terms; total loans to directors/executives were ~$14.4 million (2.6% of equity) at June 30, 2025—no adverse performance noted; no Brooks-specific related-party transaction disclosed .
- Compensation alignment: Director cash fees are modest and stable since Aug 2021; equity grants are time-based RSUs (400 shares in 2025) encouraging retention and alignment without performance manipulation risk . Director retirement agreement creates modest entrenchment risk but is standard; Brooks’ long tenure implies full vesting under plan terms .
- Ownership: Beneficial ownership of ~0.46% (51,400 shares) is meaningful for a director at a community bank; includes 31,400 direct and 20,000 indirect; hedging prohibited and pledging discouraged, reducing misalignment risk .
- Red flags: None evident regarding attendance, independence, hedging, or related-party issues specific to Brooks in the latest proxy; monitoring for any future related-party transactions and pledging exceptions remains prudent .