Rick A. Windes
About Rick A. Windes
Rick A. Windes is Executive Vice President & Chief Lending Officer of Southern Missouri Bancorp, Inc. (SMBC), responsible for company-wide loan production. He joined SMBC in May 2018 and is age 61. He has 32 years of commercial lending and lending management experience, previously serving as regional president at Bear State Bank (Springfield, MO) and senior lender at Metropolitan National Bank. He holds a B.S. in Business Administration from Truman State University and is a graduate of the Graduate School of Banking at Colorado . Company performance context in FY2025: diluted EPS $5.18 and net income $58.6 million, with cumulative total shareholder return (TSR) of 246.84 versus 186.37 for a Midwest banks peer index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bear State Bank (Little Rock, AR) | Regional President (Springfield, MO) | — | Led regional growth pre-merger with Arvest; oversight of lending and market performance . |
| Metropolitan National Bank (Springfield, MO) | Senior Lender | — | Senior lending oversight; commercial credit leadership . |
External Roles
- No public company directorships or external board roles disclosed for Rick A. Windes .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 276,309 | 291,858 | 305,769 |
| Bonus ($) | 57,900 | 46,000 | 53,100 |
| Options Awarded (Grant-date FV, $) | 42,350 | 39,975 | 40,590 |
| Stock Awards (Grant-date FV, $) | 35,205 | 30,615 | 37,763 |
| All Other Compensation ($) | 36,659 | 36,289 | 39,377 |
| Total Compensation ($) | 448,423 | 444,737 | 476,599 |
Notes:
- Base salary increased during fiscal 2025 to $312,500 effective June 30, 2025 (committee action); SCT reflects $305,769 earned for FY2025 .
- Bonuses are discretionary (guideline up to 25% of base) and tied to business plan metrics (EPS growth, tangible ROE, ROAA, NIM, noninterest income/expense, strategic goals); 50% payout held back to following fiscal year for retention/risk moderation .
Performance Compensation
2025 Grants and Terms
| Award Type | Grant Date | Quantity | Grant-Date Fair Value ($) | Vesting | Performance Metric |
|---|---|---|---|---|---|
| Performance-Based Restricted Stock (PSUs) | Feb 18, 2025 | Threshold 313; Target 469; Max 625 | 37,763 | Up to 20% vests annually over 5 years starting Feb 9, 2026, based on annualized ROAA over the prior 12 quarters exceeding threshold | Return on Average Assets (ROAA) threshold |
| Stock Options | Feb 18, 2025 | 1,500 | 40,590 | 20% vests annually over 5 years starting Feb 18, 2026; 10-year term; strike $60.42 | Share price appreciation; options priced at market on grant |
Outstanding Equity Awards at 6/30/2025 (Option Detail)
| Strike ($) | Expiration | Exercisable | Unexercisable |
|---|---|---|---|
| 34.35 | 1/4/2029 | 2,000 | — |
| 37.40 | 2/18/2030 | 2,000 | — |
| 34.91 | 2/10/2031 | 2,400 | 600 |
| 53.82 | 2/3/2032 | 900 | 600 |
| 46.94 | 2/21/2033 | 1,000 | 1,500 |
| 40.82 | 2/8/2034 | 500 | 2,000 |
| 60.42 | 2/18/2035 | — | 1,500 |
2025 Vested Value and Exercises
| Metric | FY 2025 |
|---|---|
| Restricted Stock Vested (shares) | 620 |
| Value Realized on Vested Stock ($) | 37,076 |
| Options Exercised (shares) | 0 |
| Value Realized on Option Exercise ($) | — |
Company-wide “Pay vs. Performance” key measures emphasized by the Compensation Committee: diluted EPS, tangible ROE, ROAA, net interest margin, and non-performing asset ratio .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 15,202 shares; asterisk indicates <1% of outstanding . Shares outstanding: 11,290,667 . |
| Ownership as % of Outstanding | ~0.13% (15,202 / 11,290,667) derived from disclosed figures . |
| Options (Exercisable) | 8,800 (exercisable as of or within 60 days of Aug 29, 2025) . |
| Options (Unexercisable) | 6,200 (sum of unexercisable tranches in table above) . |
| Unvested Performance Shares | 1,955 shares; market value $107,095 at $54.78 closing price on last trading day of FY2025 . |
| 401(k) Holdings | Includes 2,077 shares in Southern Bank 401(k) Retirement Plan . |
| Hedging/Pledging | Hedging prohibited; pledging discouraged and only permitted by exception with demonstrated repayment capacity; no hedging permitted to date . |
| Ownership Guidelines | Not disclosed. |
Employment Terms
| Provision | Terms for Rick A. Windes |
|---|---|
| Change-in-Control Agreement | Evergreen structure (annual auto-renew unless notice); term extends to one-year post-CIC . |
| Severance Multiple | Cash severance equals 2× “base amount” (IRC §280G) upon qualifying termination within one year following a change-in-control (Bank terminates other than for cause/death/disability/retirement or executive resigns for Good Reason) . |
| Benefits Continuation | Continued participation in group health/life/accident/disability for 2 years post-termination or until full-time employment elsewhere; alternative benefit or lump-sum cost if participation barred . |
| Non-Solicit | Two-year non-solicit of employees and customers post-termination . |
| 280G Cutback | Payments reduced to avoid nondeductible “excess parachute payments” under §280G . |
| Estimated CIC Payout | $648,268 cash severance, plus acceleration of unvested equity: PSRs $107,095 and options $52,178 (values at $54.78 close; illustrative as of 6/30/2025) . |
Performance & Track Record (Company Context)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Net Income ($000s) | 47,180 | 47,169 | 39,237 | 50,182 | 58,578 |
| Diluted EPS ($) | 5.22 | 5.21 | 3.85 | 4.42 | 5.18 |
| TSR (Value of $100) | 162.61 | 143.56 | 116.10 | 152.45 | 246.84 |
| Peer TSR (Value of $100) | 188.77 | 193.14 | 167.21 | 199.53 | 186.37 |
Investment Implications
- Pay-for-performance alignment: Equity awards require ROAA thresholds over rolling twelve quarters to vest, emphasizing sustained credit and margin discipline; options vest over five years and are priced at market on grant, aligning upside with shareholder returns .
- Selling pressure and overhang: Windes had no option exercises in FY2025 and modest RS vesting (620 shares, $37,076). Upcoming annual vest dates (Feb 9/Feb 18 each year through 2030/2035) could create periodic supply; unexercisable options total 6,200 and unvested PSRs 1,955 as of June 30, 2025 .
- Retention and change-in-control economics: A double-trigger CIC severance at 2× base amount plus two years of benefits and a two-year non-solicit lowers near-term attrition risk; 280G cutback avoids excise tax, limiting excessive payouts .
- Ownership alignment: Beneficial ownership is relatively small (~0.13% of outstanding), but includes retirement holdings and significant vested option capacity (8,800), providing incentive continuity; hedging is prohibited and pledging discouraged, reducing misalignment risk .