Todd E. Hensley

About Todd E. Hensley

Independent director of Southern Missouri Bancorp, Inc. (SMBC) since 2014; age 58. Former Chairman, President, and CEO of Peoples Service Company (parent of Peoples Banking Company) prior to SMBC’s 2014 acquisition; previously served as Compliance Officer and General Counsel and was formerly an attorney licensed in Missouri and Illinois. Over 30 years of banking experience and recognized for legal/compliance and operating expertise in community banking .

Past Roles

Board Governance

• Independence: Board determined Hensley is independent under Nasdaq Rule 5605(a)(2) (majority of Board independent) .
• Board attendance: Board held 12 regular and 6 special meetings in FY2025; no director attended fewer than 75% of aggregate Board and committee meetings; all directors attended last annual meeting except the CEO (implies Hensley attended) .
• Committee assignments: Audit Committee member (committee comprised solely of independent directors; chaired by Charles Love). Audit met 5 times in FY2025. Audit reviews financial reporting integrity, auditor independence, internal audit, and approves related-party transactions .
• Board leadership: Combined Chair/CEO; Vice-Chairman Bagby serves as lead director and presides over executive sessions of non-management directors .
• Insider trading, pledging, and hedging: Insider Trading Policy in place; board discourages pledging and prohibits hedging without preclearance—CEO has not permitted any director/officer/team member to engage in hedging as of the proxy date .

Fixed Compensation (Director)

• Fee structure: Directors receive $1,250 per month for Company Board and $1,250 per month for Bank Board service; unchanged since Aug 2021. Additional $1,000/month paid only to select directors serving on regional loan approval committees (Love, Tooley, Schalk), not Hensley .
• Directors’ Retirement Agreements: Southern Bank has retirement agreements with directors except Steffens, Jones, McClain, and Young; upon retirement at/after age 60 (other than for cause), benefit equals prior-year cash fees multiplied by a vesting percentage (50% after 5 yrs; 75% after 10 yrs; 100% after 15 yrs) paid over five annual installments; unfunded, unsecured obligations of Southern Bank .

Performance Compensation (Director)

Note: Executive officers receive performance-based equity (e.g., ROAA-conditioned RSUs), but director equity grants are time-vested only .

Other Directorships & Interlocks

• No current public company directorships for Hensley disclosed in the proxy; prior roles centered on Peoples Service Company/Peoples Banking Company (acquired by SMBC in 2014) .

Expertise & Qualifications

• Banking operator with 30+ years’ experience; prior CEO/chair of acquired community bank holding company .
• Legal and compliance background (former attorney; former Compliance Officer and General Counsel) .
• The Board maintains a disclosed skills matrix; overall director expertise spans accounting/finance, banking, compliance, IT, lending, legal, and other industry domains; Hensley’s bio emphasizes legal/compliance and banking operations experience .

Equity Ownership

• Options/derivatives: No director stock options disclosed for Hensley; the options footnote lists option holdings for several others but not Hensley .
• Pledging/hedging: No pledging by Hensley disclosed; company policy discourages pledging and prohibits hedging (none permitted by CEO as of proxy date) .
• Ownership alignment: Material personal stake (4.85%) suggests strong alignment with shareholder outcomes .

Related-Party / Conflicts Check

• Related-party transaction oversight: Audit Committee must approve related-party transactions; evaluates arm’s-length terms, valuation, risks, and independence ramifications .
• Insider/affiliate loans: Loans to all directors and executive officers and their associates totaled ~$14.4 million at 6/30/2025 (~2.6% of consolidated shareholders’ equity); all performing per terms. Board independence determinations explicitly considered that certain directors or affiliates borrowed from the Bank; majority of the Board (including Hensley) still deemed independent under Nasdaq rules .
• No specific related-party transactions disclosed for Hensley beyond the general insider lending policy and aggregate balances .

Governance Assessment

• Strengths

  • Independent director with deep operating, legal, and compliance experience in community banking—useful for Audit Committee oversight and regulatory/compliance risk management .
  • Strong ownership alignment: 548,940 shares (4.85% of outstanding) as of the record date—material skin-in-the-game .
  • Attendance/engagement: Board and key committees active (12 regular, 6 special Board meetings; Audit met 5x); no directors below the 75% threshold; high engagement signal .
  • Hedging prohibited and pledging discouraged, with no hedging authorized—reduces misalignment risk .

• Watch items / potential red flags

  • Director equity awards are time-based (no performance conditions), which can be less performance-sensitive than PSU structures for board compensation .
  • Directors’ Retirement Agreements can be viewed as entrenchment-friendly if not carefully sized; however, formula is modest (tied to prior-year cash fees and vesting based on years of service) .
  • Insider lending is common for community banks but warrants ongoing monitoring; aggregate insider loans equal ~2.6% of equity with Audit Committee approval protocols in place .

• Overall view: Hensley adds credible audit/compliance and operating oversight with unusually strong ownership alignment for a non-executive director. We see no disclosed Hensley-specific related-party transactions or pledging; governance practices (independence, attendance, policies) support investor confidence, with the primary design critique being time-based director equity versus performance-conditioned awards .