DEF 14A of Southern Missouri Bancorp, Inc., Sep 19, 2025

DEF 14A of Southern Missouri Bancorp, Inc.

Filed Sep 19, 2025 · FY20250001104659-25-091709

Open on EDGAR

  1. PROPOSAL I -- ELECTION OF DIRECTORS

    PROPOSAL I -- ELECTION OF DIRECTORS Our Board of Directors currently consists of eleven members. Approximately one-third of the directors are elected annually, generally to serve for a three-year period or until their respective successors are elected and qualified. The term of office of one class of directors expires each year in rotation so that the class up for election at each annual meeting generally serves for a three-year term. The terms of four of the present directors are expiring at the Annual Meeting. Each director elected at the Annual Meeting will hold office for a three-year term expiring in 2028 with the exception of Charles Love, who will hold office until the 2027 Annual Meeting. The Board of Directors, acting on the recommendation of the nominating committee, has recommended and approved the nominations of Daniel L. Jones, Charles R. Love, Daniel P. McCoy and Kenneth J. Bower. Mr. Jones and Mr. Love currently serve as directors of the Company and the Bank. Nominees Daniel P. McCoy and Kenneth J. Bower will begin serving their term as directors of the Company and the Bank after the annual meeting. Each nominee has consented to being named in this proxy statement and has agreed to serve if elected. If a nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have withheld authority. At this time, we are not aware of any reason why a nominee might be unable to serve if elected. Except as disclosed in this proxy statement, there are no arrangements or understandings between any nominee and any other person pursuant to which such nominee was selected. The principal occupation and business experience for the last five years and certain other information with respect to each nominee is set forth below. The information concerning the nominees has been furnished to us by them. The Board believes that the many years that our directors have served at the Company, the Bank or at other financial institutions is one of their most important qualifications for service on our Board. This service has given them extensive knowledge of the banking business and the Company. Furthermore, their service on Board committees here or at other institutions, especially in areas of audit, compliance and compensation is critical to their ability to oversee the management of the Bank by our executive officers. Service on the Board by our Chief Executive Officer is critical to aiding the outside directors’ understanding of the complicated issues that are common in the banking business. Each outside director also brings special skills, experience, and expertise to the Board as a result of their other business activities and associations. As of this year’s annual meeting, Directors Sammy A. Schalk and William Young will be retiring as directors on the Board of the Company and the Bank. Mr. Young joined the Board in connection with the Company’s merger with Citizens Bank & Trust Company, and the Board thanks Mr. Young for his service and expertise during this important transition. Mr. Schalk has served on the Board for 25 years. The Board is grateful for his counsel and service through the years and recognizes and thanks him for his contributions to the success of the Company and the Bank during his tenure. Nominee to Serve a Two-Year Term Expiring at the 2027 Annual Meeting Charles R. Love, Age 74. Mr. Love is a certified public accountant and retired as a partner with the accounting firm of Kraft, Miles & Tatum, LLC. Mr. Love continues to work as an accountant with Kraft, Miles & Tatum, LLC, where he has served a total of 37 years, and he has over 52 years of experience in public accounting, including conducting audits and preparing financial statements and tax returns. He brings important technical and financial expertise to the Board, including the ability to understand and explain financial statements and tax returns of borrowers. His varied practice experience provides a knowledge base regarding the area’s economic performance. Mr. Love has been a director of Southern Missouri Bancorp and Southern Bank since 2004. Nominees to Serve a Three-Year Term Expiring at the 2028 Annual Meeting Daniel L. Jones, Age 60. Mr. Jones is a certified public accountant and founder of FortuneBank. He served as its Chairman and Chief Executive Officer until it was acquired by the Company in February 2022. He started his career at KPMG in the community bank practice of the audit group. After leaving KPMG, he acquired a public accounting firm in Arnold, Missouri, and served as legal director for Eagle Bank & Trust Co. and Midwest Bank Centre. He practiced as a Certified Public Accountant for 20 years. After decades in the financial field, he felt there was a need for a truly community-minded bank in northern Jefferson County, Missouri, and in 2004, he started the process of founding FortuneBank. In addition to being an active citizen in the community, he also owns DLJ Properties, Inc., a business that develops, constructs, owns and manages commercial real estate. He earned a bachelor’s degree in Business Administration from Southeast Missouri State University. Mr. Jones became a director of Southern Missouri Bancorp and Southern Bank in 2022. In addition to his role as a director, Mr. Jones also serves as Market Chairman for Southern Bank’s St. Louis market. Kenneth J Bower, Age 54. Mr. Bower is a co-founder and CEO of the Clayton Financial Group, a registered investment advisor headquartered in St. Louis. Mr. Bower received a BA from Dartmouth College in 1994. and following time consulting at Price Waterhouse, he earned his MBA at the Kellogg School of Management Northwestern University in 2000. Following three startups (one in Baltimore and two in St. Louis), he began his career in the financial services industry in 2004. He then tapped his entrepreneurial spirit in 2015 when he and his brother formed CFG, a boutique “Family CFO” firm serving clients across the country. He has served on dozens of non-profit boards and is currently a board member of Catholic Charities of St. Louis and of Racquet Club Ladue. His expertise in strategic planning, investment oversight, and governance will be a valuable asset to the Board. Daniel P. McCoy, Age 55. Mr. McCoy is co-founder and managing partner of BSH Companies, having established this real estate investment venture in 2005. Under his leadership, BSH has invested in a unique portfolio of assets including self-storage, student housing, single family residential, land, medical office, and bank REO properties. Prior to BSH, Mr. McCoy worked for Trammell Crow Company / CBRE Group where he was Senior Managing Director of Global Workplace Solutions, a full-service outsourcing business serving the world’s largest real estate occupiers. Earlier in his career, Mr. McCoy worked for a life insurance company, the U.S. House of Representatives and the State of Wisconsin Legislature. He currently serves on the board of Tessera, The Graaskamp Center for Real Estate at the University of Wisconsin, and The Montessori School of Denver. He earned his MBA from Harvard University and BA at the University of Wisconsin – Madison. Mr. McCoy brings a strong blend of leadership, operational expertise and public service that will enhance the Board’s capacity for impact and innovation. THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.

  2. Information with Respect to the Continuing Directors

    Information with Respect to the Continuing Directors In addition to the nominees proposed for election or re-election on the Board of Directors of the Company, the following individuals are also members of the Company’s Board, each serving for a term ending on the date of the annual meeting of shareholders in the year indicated. The principal occupation and business experience for the last five years and certain other information with respect to each continuing director of the Company is set forth below. The information concerning the continuing directors has been furnished to us by them. Directors Serving a Term Expiring at the 2026 Annual Meeting. Rebecca M. Brooks, Age 69. Ms. Brooks is the Vice President and financial operations manager for McLane Transport, Inc. She has held that position since 1997. In that capacity, her duties include financial statement preparation and analysis, budgeting, oversight of the firm’s payroll, payables, and receivables functions, and tax management. She was previously employed in healthcare administration and served as president of a small hospital employee credit union. That institution merged with Maxwell-Gunter Federal Credit Union, where she served on the board of directors for five years. Ms. Brooks provides expertise to the Board of Directors in the evaluation of transportation and other service industry borrowers. Having been a credit union executive and director, Ms. Brooks’ background provides an understanding of consumer credit and regulatory oversight of financial institutions. Ms. Brooks has been a director of Southern Missouri Bancorp and Southern Bank since 2004. Dennis C. Robison, Age 71. Mr. Robison is a farmer in Butler and Ripley counties in Missouri. He primarily raises soybeans, rice, and wheat. He served on the board of Riceland Foods from 1994 to 2006. As managing partner of two farming operations, his responsibilities have included budgeting, financing, tax planning, and resource and personnel management. His experience as a farmer provides an ability to understand the operations of the Company’s agricultural borrowers, and his experience managing successful farming operations provides insight into general management issues of the Company. Mr. Robison has been a director of Southern Missouri Bancorp and Southern Bank since 2008. David J. Tooley, Age 76. Mr. Tooley assisted in the staffing and opening of what began as a loan production office and is now a full-service branch for Southern Bank in Springfield, Missouri, from September 2010 through October 2011. He previously was President, CEO and a director of Metropolitan National Bank (MNB) in Springfield, Missouri, serving from February 2001 until his retirement in March 2010. Prior to MNB, he worked at First Savings Bank (FSB) of Mt. Vernon, Missouri. He started at FSB in January 1975 and was employed there until December 31, 1997. He co-managed FSB, and also served on its board of directors. FSB was converted to a publicly traded company in 1993 and subsequently was purchased by Union Planters Bank of Memphis, Tennessee, in 1997. (Union Planters Bank was later merged into Regions Bank.) He also served on the community bank board of Union Planters after the merger until his employment at MNB. He has over 35 years of management experience at banking institutions. Mr. Tooley has been a director of Southern Missouri Bancorp and Southern Bank since 2011. David L. McClain, Age 40. Mr. McClain has been the owner and operator of a State Farm Insurance Agency located in Jonesboro, Arkansas since 2021. Prior to that time Mr. McClain was Executive Director of Development for Arkansas State University – Jonesboro (“ASU”), a position he held from 2015 to 2021. From 2011-2015 Mr. McClain was Director of Development for ASU. Mr. McClain is also an Alderman for the Jonesboro City Council serving since 2016. Mr. McClain earned a Bachelor of Science in Management and a Master’s in Public Administration, from ASU. Mr. McClain brings valuable experience in both community relations and business development to the Board. Mr. McClain became a director of Southern Missouri Bancorp and Southern Bank in 2022. Directors Serving a Term Expiring at the 2027 Annual Meeting. Greg A. Steffens, Age 58. Since July 2022, Mr. Steffens has served as Chairman of the Board of the Company. Mr. Steffens has served as Chief Executive Officer of the Company since 2003. He previously served as President of the Company from October 2000 to June 2022. Prior to being elected President, Mr. Steffens served as Chief Financial Officer of Southern Missouri Bancorp, and President and Chief Executive Officer of Southern Bank. Previously, Mr. Steffens was the Chief Financial Officer of Sho-Me Financial Corp. for four years, and before that Mr. Steffens was employed as a bank examiner with the Office of Thrift Supervision. As Chairman and Chief Executive Officer, Mr. Steffens brings a special knowledge of the financial, economic, and regulatory challenges the Company faces and is well-suited to educate the Board on these matters. Mr. Steffens has been a director of Southern Missouri Bancorp and Southern Bank since 2000. L. Douglas Bagby, Age 75. Mr. Bagby served as the City Manager of Poplar Bluff, Missouri from September 2003 until his retirement in June 2014. Previously, he was employed for 14 years as the General Manager of Poplar Bluff Municipal Utilities and had served two earlier years as the Poplar Bluff City Manager. Mr. Bagby also served for six years on the Poplar Bluff R-1 school board. He was Chairman of the Board of the Company through June 30, 2022, and since July 1, 2022 has served as Vice-Chairman of the Board. His background provides expertise in providing deposit services and credit to public units, both directly and through the securities markets. Mr. Bagby has been a director of Southern Missouri Bancorp and Southern Bank since 1997. Todd E. Hensley, Age 58. Mr. Hensley was formerly Chairman, President, and CEO of Peoples Service Company and its subsidiary, Peoples Banking Company, prior to their acquisition by the Company in August 2014. He also served as Chairman of the Board of Directors of Peoples Banking Company’s subsidiary bank, Peoples Bank of the Ozarks. Prior to that, he served as Compliance Officer and General Counsel and also had broad responsibilities for the operations of Peoples Banking Company and its subsidiaries. Now semi-retired, he formerly was an attorney licensed to practice in Missouri and Illinois. He has been involved in the banking industry for over 30 years. Mr. Hensley has been a director of Southern Missouri Bancorp and Southern Bank since 2014.

  3. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The Company uses a combination of cash and stock-based compensation to attract and retain qualified persons to serve as non-employee directors of the Company and the Bank. In setting director compensation, the Board of Directors considers the significant amount of time and level of skill required for service on the Boards of the Company and the Bank, particularly due to the duties imposed on directors of public companies and financial institutions. The types and levels of director compensation are annually reviewed and set by the Compensation Committee and ratified by the full Board of Directors. Each current director of the Company also is a director of the Bank. During fiscal 2025, directors were compensated at a rate of $1,250 per month for their service on the Company’s Board of Directors. Each director also received a monthly fee of $1,250 for serving on the Bank’s Board of Directors. The directors fees have not changed since August, 2021. Directors Love, Tooley, and Schalk served as members of the regional loan approval committees throughout fiscal 2025. Non-employee directors so serving receive a monthly fee of $1,000.

  4. Director Compensation Table for 2025

    Director Compensation Table for 2025 The table below provides compensation information for each member of our Board of Directors during the year ended June 30, 2025 (except for Mr. Steffens, whose compensation is reported as a named executive officer).

  5. Director Compensation Table for 2025

    | | | | | Change in | | | | | | | | Pension Value | | | | | | | | and Non- | | | | | | | | Qualified | | | | | Fees Earned or | | Stock | Compensation | All Other | | | Name | Paid in Cash | Option Awards | Awards(1) | Earnings | Compensation | Total | | L. Douglas Bagby | $30,000 | $— | $24,168 | $2,428 | $— | $56,596 | | Sammy A. Schalk | 42,000 | — | 24,168 | 2,817 | — | 68,985 | | Rebecca M. Brooks | 30,000 | — | 24,168 | 1,654 | — | 55,822 | | Daniel L. Jones(2) | 30,000 | — | 24,168 | — | — | 54,168 | | Charles R. Love | 42,000 | — | 24,168 | 2,817 | — | 68,985 | | Dennis C. Robison | 30,000 | — | 24,168 | 2,086 | — | 56,254 | | David J. Tooley | 42,000 | — | 24,168 | 5,972 | — | 72,140 | | Todd E. Hensley | 30,000 | — | 24,168 | 2,204 | — | 56,372 | | William Young(3) | 30,000 | — | 24,168 | — | — | 54,168 | | David McClain(4) | 30,000 | — | 24,168 | — | — | 54,168 |

  6. Director Compensation Table for 2025

    | (1) All directors, with the exception of Mr. Steffens, were awarded 400 shares of restricted stock on February 18, 2025, granted under the 2024 Omnibus Incentive Plan. These shares vest in equal annual installments of 20% beginning February 9, 2026 through February 9, 2030. |

  7. Director Compensation Table for 2025

    | (2) Mr. Jones received compensation as a director of the Company and the Bank of $30,000 and as Market Chairman for Southern Bank of $148,000. In addition, he received a total of $89,000 as an affiliate of one entity that has a site lease with Southern Bank and that provides maintenance services for properties acquired in connection with the Fortune Financial Corporation merger on February 25, 2022, Mr. Jones was also awarded 7,500 stock options on July 19, 2022, of which 4,500 are currently exercisable. See also “Relationships and Transactions with Executive Officers, Directors and Related Persons.” |

  8. Director Compensation Table for 2025

    | (3) On February 21, 2023, Mr. Young was granted 7,500 options which vest over a five-year period beginning on February 9, 2024, of which 3,000 are currently exercisable. |

  9. Director Compensation Table for 2025

    | (4) On February 21, 2023, Mr. McClain was granted 7,500 options which vest over a five-year period beginning on February 9, 2024, of which 3,000 are currently exercisable. |

  10. Executive Summary of Key Compensation Decisions

    | ● | increases in base salaries for our named executive officers during fiscal 2025 of between 2.9 percent and 11.3 percent, based on changing executive responsibilities and the need to stay market competitive and retain personnel who are integral to our continued plans for growth, while also taking into consideration the use of incentive stock options and performance-based restricted stock awards as important components of total compensation; |

  11. Executive Summary of Key Compensation Decisions

    | • | the payment of bonuses based on achievement of key business plan goals during fiscal 2025; and |

  12. Executive Summary of Key Compensation Decisions

    | • | awards of incentive stock options and performance-based restricted stock to our executive officers during fiscal 2025. |

  13. •properly align risk-taking and compensation; and

    •properly align risk-taking and compensation; and •reward outstanding financial results and shareholder returns over the long-term. While the primary components of our compensation program have been base salary, bonuses, stock options, and restricted stock grants, the Compensation Committee also takes into account the full compensation package provided to the individual, including retirement plan benefits, health benefits and other benefits. The Compensation Committee has established a broad-based compensation program to address compensation for directors, executive officers and other key management employees. The overall goal of this compensation program is to help the Company and the Bank attract, motivate and retain talented and dedicated executives, orient its executives toward the achievement of business goals and link the compensation of its executives to the Company’s success. The Compensation Committee seeks to establish compensation levels that attract highly effective executives who work well as a team. Our overriding principles in setting types and amounts of compensation are:

  14. Base Salaries

    Base Salaries We provide the opportunity for our named executive officers and other officers to earn a competitive base salary. We do so in order to attract and retain appropriate talent for the position. Our base salary reflects a combination of factors, including competitive pay levels, the executive’s experience and tenure, and the executive’s individual performance and responsibilities. We review salary levels annually to recognize these factors. We do not target base salary at any particular percentage of total compensation. During fiscal 2025, Mr. Steffens received an increase in base salary from $455,000 to $468,000; Mr. Funke received an increase in base salary from $345,000 to $374,000; Mr. Cox received an increase in base salary from $300,000 to $340,000; Mr. Windes received an increase in base salary from $300,000 to $312,500; and Mr. Chkautovich received an increase in base salary from $262,500 to $275,000. Increases during fiscal 2025 reflected changing executive responsibilities, continued use of incentive stock options and performance-based restricted stock, the need to retain key management personnel, including top performers, and recognition of the growing complexity of our Company and increasing responsibilities of our executive officers.

  15. Bonuses

    Bonuses The Company does not have a written cash bonus plan in place for executive officers. For fiscal 2023, 2024 and 2025, all named executive officers received discretionary cash bonuses. In determining the amount of cash bonuses to award, the Compensation Committee and Board of Directors primarily consider the Company’s results in comparison to business plan targets for such measures as tangible return on tangible common equity, earnings per share growth, net interest margin, noninterest income, and noninterest expense, as well as accomplishment of strategic objectives such as growth, entry to new markets, capitalization, and other factors. Generally, our Compensation Committee has viewed as a guideline a potential bonus payment of up to 25% of base salary and determined individual executive officer bonus amounts based both on accomplishment of these strategic objectives, as well as individual performance in achieving identified individualized goals. The Compensation Committee also holds 50% of each fiscal year’s bonus for payout at the conclusion of the following fiscal year, as both a retention incentive and to discourage excessive risk-taking on the part of our executive management team. Impact of Tax and Accounting. As a general matter, the Compensation Committee takes into account the various tax and accounting implications of the compensation vehicles employed by the Company. Equity Awards and Equity Grant Practices Stock option and performance-based equity awards have been an integral part of our executive compensation program. They are intended to encourage ownership and retention of Company stock by key employees as well as non-employee members of the board of directors. Annual equity awards are typically granted to executive officers and non-employee directors in January or February of each year and may also be made in conjunction with an officer’s hiring. The Compensation Committee and the Board do not take material non-public information into account when determining the timing and terms of equity awards, and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation. 2024 Omnibus Incentive Plan. In 2024, the Company’s shareholders approved the 2024 Omnibus Incentive Plan. The purpose of the 2024 Omnibus Incentive Plan is to promote the long-term success, and enhance the long-term value, of the Company by linking personal interests of team member and directors with those of Company shareholders. The 2024 Omnibus Incentive Plan is also designed to give the Company flexibility in motivating, attracting, and retaining team members and directors whose judgment, dedication, and efforts are essential to the Company’s success, while avoiding imprudent risks and supporting the Company’s long-term health. Currently there are 581,000 shares available for award under the 2024 Omnibus Incentive Plan against which limit full value share awards (meaning awards other than stock options and stock appreciation rights) are counted on a 2.5-for-1 basis. Option grants and performance-based restricted stock awards made during fiscal 2025 to the named executive officers are contained in the Grants of Plan-Based Awards Table. As required by the plan, stock options have an exercise price that is equal to no less than the market value of the Company’s common stock on the date of grant, which is the date on which the Board of Directors ratifies the Compensation Committee’s approval of the grant. To provide an incentive for a sustained increase in the value of our common stock, stock options granted to team members typically do not begin vesting until the first anniversary of the grant date, with 20% of the option vesting on each anniversary date thereafter through the fifth anniversary date. 2017 Omnibus Incentive Plan. In 2017, the Company’s shareholders approved the 2017 Omnibus Incentive Plan. The purpose of the 2017 Omnibus Incentive Plan was to promote the long-term success, and enhance the long-term value, of the Company by linking the personal interests of team members and directors with those of Company shareholders. The 2017 Omnibus Incentive Plan is also designed to give the Company flexibility in motivating, attracting, and retaining team members and directors whose judgment, dedication, and efforts are essential to the Company’s success, while avoiding imprudent risks and supporting the Company’s long-term health. As of the adoption of the 2024 Omnibus Incentive Plan, no further awards are available under the 2017 Omnibus Incentive Plan.

  16. Other Benefits

    Other Benefits The Company provides benefits, including a 401(k) retirement plan and health care benefits, to all team members to attract and retain highly effective executives and other team members with an opportunity to maintain a quality standard of living over time and to have access to health care and save for retirement. These benefits are administered consistently to all levels of the organization. All team members share in the cost of health benefits based on the coverage they select. Available health care benefits are commensurate with those available in our market area. The Company provides perquisites designed to enhance the success of the Company. Executive officer education is provided at industry conferences, seminars, and schools. Dues to country clubs, social clubs and service organizations are paid to encourage community involvement and build business relationships. Employment Agreement On November 8, 2019, Mr. Steffens entered into an amended and restated employment agreement with the Bank (the “Employment Agreement”). The Employment Agreement amended and restated Mr. Steffens’ prior employment agreement with the Bank in order to ensure compliance with 409A of the Internal Revenue Code, lengthen the term of the agreement, and make certain other changes. The Employment Agreement provided for an initial term that ended on December 31, 2022, and provides for an extension of one year, in addition to the then-remaining term, on each January 1, beginning January 1, 2023, as long as (1) the Bank has not notified Mr. Steffens in writing at least 90 days in advance that the term will not be extended further and (2) prior to each such anniversary, the Board of Directors of the Bank explicitly reviews and approves the extension. The Employment Agreement provides for an annual base salary at least equal to Mr. Steffens’ salary in effect as of November 8, 2019 ($378,000), provided that any salary actually paid to Mr. Steffens by any subsidiary or affiliate of the Bank shall reduce the amount to be paid to Mr. Steffens by the Bank. The Employment Agreement also provides for participation in benefit plans and the receipt of fringe benefits in which the Bank’s executives participate and participation in any discretionary bonuses awarded to executive officers of the Bank. In addition, Mr. Steffens is entitled to reimbursement for all reasonable expenses incurred in his capacity as Chairman of the Bank. Under the Employment Agreement, if Mr. Steffens’ employment is “involuntarily terminated” (as defined in the Employment Agreement) and Mr. Steffens has offered to continue to provide the services contemplated by and on the terms provided in the Employment Agreement and such offer has been declined, then during the remaining term of the agreement, Mr. Steffens will be entitled to receive (1) monthly payments equal to 1/12th of his annual salary and 1/12th of his average annual amount of cash bonus and cash incentive compensation for the two full calendar years preceding the date of termination; (2) continuation of specified health insurance benefits for Mr. Steffens and his dependents until their death or the expiration of the remaining term of the agreement (whichever occurs first); (3) continuation of specified other insurance benefits until Mr. Steffens’ death or the expiration of the remaining term of the agreement (whichever occurs first); and (4) if the involuntary termination occurs within the 12 months preceding, at the time of, or within 24 months after a change in control of the Company or the Bank, an amount in cash equal to 299% of Mr. Steffens’ “base amount” (as defined in Section 280G of the Internal Revenue Code). If the payments and benefits Mr. Steffens has the right to receive from the Bank and the Company would constitute a “parachute payment” under Section 280G of the Internal Revenue Code, then the payments and benefits will be reduced by the minimum amount necessary to result in no portion of the payments and benefits payable by the Bank under the Employment Agreement being non-deductible to the Bank pursuant to Section 280G of the Internal Revenue Code. In the event of Mr. Steffens’ death, his estate or designated beneficiary would be entitled to receive his salary through the last day of the calendar month in which Mr. Steffens died. If Mr. Steffens should become disabled or otherwise unable to serve as Chairman of the Bank, he shall be entitled to receive group and other disability income provided by the Bank for its executive officers. Change-in-Control Agreements The Bank maintains change-in-control severance agreements with Messrs. Funke, Chkautovich, Cox, and Windes. Each agreement provides that on each December 31st, the term of the agreement is extended for a period of one additional year unless either the Bank or the executive has given notice to the other party in writing at least 60 days prior to such annual renewal date that the term of the agreement will not be extended; however, if a change in control occurs during the term of the agreement, then the remaining term of the agreement shall be automatically extended until the one-year anniversary of the completion of the Change in Control. Under each agreement, if the executive’s employment is terminated in connection with or within one year following a change in control of the Company or the Bank by (1) the Bank other than for cause, disability, retirement or as a result of the executive’s death or by (2) the executive for “Good Reason,” as defined in the agreement, the executive will be entitled to receive in a lump sum within five business days following the date of termination, a cash severance amount equal to two times the executive’s “base amount,” as defined in Section 280G of the Internal Revenue Code, in the case of Messrs. Funke, Cox, and Windes. Under his agreement, Mr. Chkautovich will be entitled to receive in a lump sum within five business days following the date of termination, a cash severance amount equal one times his cash compensation, which is defined to include base salary and other cash compensation. In addition, each executive will receive (1) for a specified period following the date of termination (two years in the case of Messrs. Funke, Cox, and Windes, and 12 months in the case of Mr. Chkautovich) or (2) until the date of the executive’s full-time employment with another employer at no cost to the executive, the continued participation by the executive (including the executive’s dependents who are covered by the Bank at the time of termination) in all group insurance, life insurance, health, dental, vision and accident insurance and disability insurance plans offered by the Bank in which the executive and his covered dependents were participating immediately prior to the date of termination. In the event that the continued participation of the executive and his covered dependents in any group insurance plan is barred or would trigger the payment of an excise tax under Section 4980D of the Internal Revenue Code then the Bank will either (1) arrange to provide the executive and his covered dependents with alternative benefits substantially similar to those which the executive then currently receives, provided the alternative benefits do not trigger the payment of an excise tax, or (2) pay to the executive within 10 business days following the date of termination, a lump sum cash amount equal to the projected cost of the benefits to the Bank until the two-year anniversary of the date of termination in the case of Messrs. Funke, Cox, and Windes, and until the twelve-month anniversary of the date of termination in the case of Mr. Chkautovich.

  17. Other Benefits

    If the payments and benefits any of the executives have the right to receive from the Bank and the Company would constitute a “parachute payment” under Section 280G of the Internal Revenue Code, then the payments and benefits will be reduced by the minimum amount necessary to result in no portion of the payments and benefits payable by the Bank under the agreement being non-deductible to the Bank pursuant to Section 280G of the Internal Revenue Code. The agreements also provide that during the term of the agreement and for a specified period following the date of termination (two years in the case of Messrs. Funke, Windes, and Cox, and twelve months in the case of Mr. Chkautovich), the executive will not (1) solicit or induce or cause others to solicit or induce, any team member of the Bank or any of its affiliates or subsidiaries to leave the employment of those entities or (2) solicit any customer of the Bank to transact business with any competitor of the Bank.

  18. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information concerning the compensation earned in fiscal years 2025, 2024, and 2023 by the named executive officers of the Company.

  19. 2025 Summary Compensation Table

    | | | | | | | | Change in Pension | | | | | | | | | | | Value and Non | | | | | | | | Non-equity | | | Deferred | | | | Name and | Fiscal | | | Incentive Plan | Options | Stock | Compensation | All Other | | | Principal Position | Year | Salary | Bonus(1) | Compensation | Awarded(2) | Awards(3) | Earnings | Compensation(4) | Total | | Greg A. Steffens | 2025 | $461,000 | $77,100 | $— | $40,590 | $37,763 | $— | $74,321 | $690,774 | | Chairman & | 2024 | 446,824 | 67,950 | — | 39,975 | 30,615 | — | 68,303 | 653,667 | | Chief Executive Officer | 2023 | 440,357 | 80,250 | — | 42,350 | 35,205 | — | 62,979 | 661,141 | | Matthew T. Funke | 2025 | $366,345 | $62,050 | $— | $54,120 | $60,420 | $— | $46,629 | $589,564 | | President & | 2024 | 338,027 | 52,950 | — | 47,970 | 40,820 | — | 41,343 | 521,110 | | Chief Administrative Officer | 2023 | 310,022 | 61,550 | — | 50,820 | 116,825 | — | 42,027 | 581,244 | | Justin G. Cox | 2025 | $325,253 | $54,100 | $— | $40,590 | $37,763 | $— | $38,199 | $495,905 | | Executive Vice-President & | 2024 | 292,523 | 48,100 | — | 39,975 | 30,615 | — | 35,567 | 446,780 | | Chief Banking Officer | 2023 | 278,606 | 55,500 | — | 42,350 | 81,795 | — | 36,131 | 494,382 | | Rick A. Windes | 2025 | $305,769 | $53,100 | $— | $40,590 | $37,763 | $— | $39,377 | $476,599 | | Executive Vice-President & | 2024 | 291,858 | 46,000 | — | 39,975 | 30,615 | — | 36,289 | 444,737 | | Chief Lending Officer | 2023 | 276,309 | 57,900 | — | 42,350 | 35,205 | — | 36,659 | 448,423 | | Stefan Chkautovich | 2025 | $268,769 | $42,700 | $— | $40,590 | $37,763 | $— | $47,399 | $437,221 | | Executive Vice-President & | 2024 | 218,077 | 14,500 | — | 93,280 | 60,825 | — | 21,128 | 407,810 | | Chief Financial Officer | | | | | | | | | |

  20. 2025 Summary Compensation Table

    | (1) The bonuses for fiscal 2025, 2024, and 2023, respectively, were based on fiscal 2025, 2024, and 2023, performance, respectively, and paid in fiscal 2026, 2025 and 2024, respectively. |

  21. 2025 Summary Compensation Table

    | (2) Values for fiscal years 2025, 2024 and 2023 were based on the grant date fair value of options awarded during those years. The awards made in fiscal 2023 will vest in five equal installments beginning on February 21, 2024, the awards made in fiscal 2024 will vest in five equal installments beginning on February 8, 2025 and the awards made in fiscal 2025 will vest in five equal installments beginning on February 8 2026. For information regarding the assumptions used in the determination of fair value, see Note 9 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025. |

  22. 2025 Summary Compensation Table

    | (3) Value for fiscal year 2025 was based on the $60.42 fair value (closing stock price) of a share of the Company’s common stock on the February 18, 2025 grant date, with up to 20% of the shares vesting on February 9, 2026, and on each of the next four anniversaries of that date based on the extent to which the Company’s annualized return on average assets over the twelve calendar quarters ending immediately prior to the applicable vesting date exceeds a threshold level. Value for fiscal year 2024 as based on the $40.82 fair value (closing stock price) of a share of the Company’s common stock on February 8, 2024 grant date, with up to 20% of the shares vesting on February 9, 2025 and on each of the four anniversaries of that date based on the extent to which the Company’s annualized return on average assets over the twelve calendar quarters ending immediately prior to the applicable vesting date exceeds a threshold level. Value for fiscal year 2023 was based on the $46.94 fair value (closing stock price) of a share of the Company’s common stock on February 21, 2023 grant date; the awards will vest over a five year period beginning on February 9, 2024, with up to 20% of the shares vesting on that date and on each of the next four anniversaries of that date based on the extent to which the Company’s annualized return on average assets over the twelve calendar quarters ending immediately prior to the applicable vesting date exceeds a threshold level; and in the case of Messrs. Funke and Cox, based on the $46.59 fair value (closing stock price) on the July 19, 2022 grant date, which awards will vest in equal annual installments over a three-year period beginning on July 19, 2023. |

  23. 2025 Summary Compensation Table

    | (4) Includes fiscal 2025 matching and profit-sharing contributions made by the Company to the executive’s 401(k) Plan account of $30,927, $31,629, $32,067, $29,934, and $22,491 for Messrs. Steffens, Funke, Cox, Windes and Chkautovich, respectively, and fiscal 2025 payments made on the executive’s behalf under the group health insurance plan of $13,394, $0, $6,132, $9,443, and $11,278, for Messrs. Steffens, Funke, Cox, Windes and Chkautovich, respectively. Amount also includes $30,000 for Mr. Steffens’ board fees and $15,000 for Mr. Funke’s board fees. The 401(k) plan profit-sharing contribution for fiscal 2025, 2024, and 2023, respectively, were based on fiscal 2025, 2024, and 2023, compensation, respectively, and made during fiscal 2026, 2025, and 2024, respectively. For Messrs. Steffens, Funke, Cox, and Windes, the amount does not include personal benefits or perquisites, because none exceeded $10,000 worth of such benefits, in the aggregate. For Mr. Chkautovich, this amount does include personal benefits or perquisites, as the total value of the benefits was $13,600. |

  24. Grant of Plan-Based Awards

    Grant of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards to named executive officers during fiscal 2025.

  25. Grant of Plan-Based Awards

    | | | | | | | | | (#) | | | | | | | | | | | | | All Other | (#) | | | | | | | | | | | | Stock | All Other | | (#) | | | | | | | | | | Awards: | Option Awards: | (#) | Grant Date | | | | Estimated Possible Payouts Under | | | Estimated Future Payouts Under | | | Number of | Number of | Exercise | Fair Value | | | | Non-Equity Incentive Plan Awards | | | Equity Incentive Plan Awards(1) | | | Shares of | Securities | Price of | of Stock | | | Grant | ($) | ($) | ($) | (#) | (#) | (#) | Stock | Underlying | Option | and Option | | | Date | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Options(2) | Awards | Awards(3) | | Greg A. | 2/18/2025 | — | — | — | 313 | 469 | 625 | — | — | — | $37,763 | | Steffens | 2/18/2025 | — | — | — | — | — | — | — | 1,500 | $60.42 | 40,590 | | Matthew T. | 2/18/2025 | — | — | — | 500 | 750 | 1,000 | — | — | — | 60,420 | | Funke | 2/18/2025 | — | — | — | — | — | — | — | 2,000 | 60.42 | 54,120 | | Justin G. | 2/18/2025 | — | — | — | 313 | 469 | 625 | — | — | — | 37,763 | | Cox | 2/18/2025 | — | — | — | — | — | — | — | 1,500 | 60.42 | 40,590 | | Rick A. | 2/18/2025 | — | — | — | 313 | 469 | 625 | — | — | — | 37,763 | | Windes | 2/18/2025 | — | — | — | — | — | — | — | 1,500 | 60.42 | 40,590 | | Stefan | 2/18/2025 | — | — | — | 313 | 469 | 625 | — | — | — | 37,763 | | Chkautovich | 2/18/2025 | — | — | — | — | — | — | — | 1,500 | 60.42 | 40,590 |

  26. Grant of Plan-Based Awards

    | (1) The performance shares awarded under the equity incentive plan vest over a five-year period beginning February 9, 2026. The shares vesting on that date and on each of the next four anniversaries of that date are based on the extent to which the Company’s annualized return on average assets over the 12 calendar quarters ending immediately prior to the applicable vesting date exceeds a threshold level. |

  27. Grant of Plan-Based Awards

    | (2) The options vest over a five-year period beginning February 18, 2026, with 20% of the shares vesting on that date and on each of the next four anniversaries of that date. |

  28. Grant of Plan-Based Awards

    | (3) Represents the grant date fair value of the award based on the closing stock price on the grant date and presuming that the maximum number of shares awarded under grant agreement are vested. |

  29. Outstanding Equity Awards at June 30, 2025

    Outstanding Equity Awards at June 30, 2025 The following table sets forth for the named executive officers information concerning stock options, restricted stock and other equity incentive plan awards held at June 30, 2025.

  30. Outstanding Equity Awards at June 30, 2025

    | | Securities Underlying Options(1) | | | | | Stock Awards(2) | | | | | | | | | | | | Market | Equity Incentive | Equity Incentive Plan | | | | | | | | | Value | Plan Awards: | Awards: Market | | | | | Equity | | | # of Shares | of Shares or | Number of | Value or Payout | | | | Number | Incentive | | | or Units | Units That | Unearned Shares | Value of Unearned | | | Number | Not | Plan | Exercise | | That Have | Have Not | That Have Not | Shares That Have | | | Exercisable | Exercisable | Awards | Price | Expiration | Not Vested | Vested(1) | Vested | Not Vested | | Greg A. | 3,500 | — | — | $37.31 | 1/16/2028 | — | — | 2,235 | $122,433 | | Steffens | 3,500 | — | — | 34.35 | 1/4/2029 | | | | | | | 3,500 | — | — | 37.40 | 2/18/2030 | | | | | | | 4,000 | 1,000 | — | 34.91 | 2/10/2031 | | | | | | | 1,500 | 1,000 | — | 53.82 | 2/3/2032 | | | | | | | 1,000 | 1,500 | — | 46.94 | 2/21/2033 | | | | | | | 500 | 2,000 | — | 40.82 | 2/8/2034 | | | | | | | — | 1,500 | — | 60.42 | 2/18/2035 | | | | | | Matthew T. | 2,000 | — | — | 37.31 | 1/16/2028 | — | — | 3,180 | 174,200 | | Funke | 2,000 | — | — | 34.35 | 1/4/2029 | | | | | | | 2,000 | — | — | 37.40 | 2/18/2030 | | | | | | | 2,400 | 600 | — | 34.91 | 2/10/2031 | | | | | | | 900 | 600 | — | 53.82 | 2/3/2032 | | | | | | | 1,200 | 1,800 | — | 46.94 | 2/21/2033 | | | | | | | 600 | 2,400 | — | 40.82 | 2/8/2034 | | | | | | | — | 2,000 | | 60.42 | 2/18/2035 | | | | | | Justin G. | 2,000 | — | — | 37.31 | 1/16/2028 | — | — | 2,288 | 125,355 | | Cox | 2,000 | — | — | 34.35 | 1/4/2029 | | | | | | | 2,000 | — | — | 37.40 | 2/18/2030 | | | | | | | 2,400 | 600 | — | 34.91 | 2/10/2031 | | | | | | | 900 | 600 | — | 53.82 | 2/3/2032 | | | | | | | 1,000 | 1,500 | — | 46.94 | 2/21/2033 | | | | | | | 500 | 2,000 | — | 40.82 | 2/8/2034 | | | | | | | — | 1,500 | | 60.42 | 2/18/2035 | | | | | | Rick A. | 2,000 | — | — | 34.35 | 1/4/2029 | — | — | 1,955 | 107,095 | | Windes | 2,000 | — | — | 37.40 | 2/18/2030 | | | | | | | 2,400 | 600 | — | 34.91 | 2/10/2031 | | | | | | | 900 | 600 | — | 53.82 | 2/3/2032 | | | | | | | 1,000 | 1,500 | — | 46.94 | 2/21/2033 | | | | | | | 500 | 2,000 | — | 40.82 | 2/8/2034 | | | | | | | — | 1,500 | | 60.42 | 2/18/2035 | | | | | | Stefan | 700 | 2,800 | — | 40.28 | 9/19/2033 | — | — | 1,675 | 91,757 | | Chkautovich | 500 | 2,000 | — | 40.82 | 2/8/2034 | | | | | | | — | 1,500 | — | 60.42 | 2/18/2035 | | | | |

  31. Outstanding Equity Awards at June 30, 2025

    | (1) Options expire on the ten-year anniversary of the grant date and vest annually in equal increments over a five-year period commencing on the first anniversary of the grant date. |

  32. Outstanding Equity Awards at June 30, 2025

    | (2) Value for fiscal year 2025 is based on the $54.78 closing price of a share of the Company’s common stock on the last trading day of fiscal 2025. |

  33. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025 The following table sets forth information regarding stock options exercised and shares of restricted stock that vested during the fiscal year ended June 30, 2025 with respect to each named executive officer.

  34. Option Exercises and Stock Vested in Fiscal 2025

    | | Option Awards | | Stock Awards | | | | Number of Shares | | Number of Shares | | | | Acquired on | Value Realized | Acquired on | Value Realized | | Name | Exercise | on Exercise(1) | Vesting | on Vesting(2) | | Greg A. Steffens | — | $— | 940 | $56,212 | | Matthew T. Funke | — | — | 1,220 | 67,251 | | Justin G. Cox | — | — | 953 | 53,178 | | Rick A. Windes | — | — | 620 | 37,076 | | Stefan Chkautovich | — | — | 300 | 17,940 |

  35. Option Exercises and Stock Vested in Fiscal 2025

    | (1) Represents dollar value realized upon exercise of stock options, based on the difference between the market value of the shares acquired at the time of exercise and the exercise price. |

  36. Option Exercises and Stock Vested in Fiscal 2025

    | (2) Represents the dollar value realized upon vesting of restricted stock award, based on the market value of the shares on the vesting date. |

  37. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control The following table summarizes the approximate value of the termination payments and benefits that Messrs. Steffens, Funke, Cox, Windes and Chkautovich would have received if their employment had been terminated on June 30, 2025 under the circumstances shown. The table excludes (i) amounts accrued through June 30, 2025 that would be paid in the normal course of continued employment, such as accrued but unpaid salary, and (ii) account balances under Southern Bank’s 401(k) Retirement Plan.

  38. Potential Payments Upon Termination of Employment or Change in Control

    | | | Termination | Change-in- | Termination in | | | | | | Without Cause | Control | Connection With or | Termination as | Termination as a | | | Name of Compensation | or Constructive | With No | Following a Change | a Result of | Result of | | Name | Component or Plan | Termination | Termination | in Control | Death | Disability | | Greg A. | Employment Agreement(1) | $1,169,735(2) | $— | $2,757,342(3) | $40,665(4) | $—(4) | | Steffens | Performance share awards | — | 122,433(5) | 122,433(5) | 122,433(5) | 122,433(5) | | | Incentive stock option awards | — | 60,510(6) | 60,510(6) | 60,510(6) | 60,510(6) | | Matthew T. | Performance share awards | — | 171,461(5) | 171,461(5) | 171,461(5) | 171,461(5) | | Funke | Incentive stock option awards | — | 60,114(6) | 60,114(6) | 60,114(6) | 60,114(6) | | | Change-of-control agreement | — | — | 737,639(7) | — | — | | Justin G. | Performance share awards | — | 123,529(5) | 123,529(5) | 123,529(5) | 123,529(5) | | Cox | Incentive stock option awards | — | 52,178(6) | 52,178(6) | 52,178(6) | 52,178(6) | | | Change-of-control agreement | — | — | 669,632(7) | — | — | | Rick A. | Performance share awards | — | 107,095(5) | 107,095(5) | 107,095(5) | 107,095(5) | | Windes | Incentive stock option awards | — | 52,178(6) | 52,178(6) | 52,178(6) | 52,178(6) | | | Change-of-control agreement | — | — | 648,268(7) | — | — | | Stefan | Performance share awards | — | 91,757(5) | 91,757(5) | 91,757(5) | 91,757(5) | | Chkautovich | Incentive stock option awards | — | 68,520(6) | 68,520(6) | 68,520(6) | 68,520(6) | | | Change-of-control agreement | — | — | 390,625(8) | — | — |

  39. Potential Payments Upon Termination of Employment or Change in Control

    | (1) Assumes that Mr. Steffens’ Employment Agreement has a remaining term of two years and six months on June 30, 2025, the termination date, and that the payout is based on the average amount of such compensation earned by Mr. Steffens from the Bank for the two full calendar years preceding the Date of Termination. |

  40. Potential Payments Upon Termination of Employment or Change in Control

    | (2) Represents the total salary, bonus, and insurance benefits payment, payable monthly for the then remaining term of the Employment Agreement, assuming Mr. Steffens’ employment was involuntarily terminated on June 30, 2025. The monthly payment amount would be a total of $38,991 representing salary and bonus of $37,835, plus $1,116 for health benefits. |

  41. Potential Payments Upon Termination of Employment or Change in Control

    | (3) Represents 299% of Mr. Steffens’ Section 280G base amount as of the termination date, in a lump sum, a portion of which may be applied towards health-related benefits over three years, as well as the amount Mr. Steffens would be entitled to receive in the event of termination without cause as described under “Termination Without Cause or Constructive Termination” for the remaining term of the Employment Agreement. Such total amount may be subject to reduction under Section 280G of the Internal Revenue Code. |

  42. Potential Payments Upon Termination of Employment or Change in Control

    | (4) Assumes death or disability occurred on the first of the month. In the event of disability, Mr. Steffens would be entitled to participate in any disability insurance benefit available to all executives of the Bank. |

  43. Potential Payments Upon Termination of Employment or Change in Control

    | (5) Amount represents the value of the executive’s unvested shares of performance-based restricted stock, based on the $54.78 closing price of a share of the Company’s stock as of the last trading day of fiscal 2025, which shares would no longer be restricted. |

  44. Potential Payments Upon Termination of Employment or Change in Control

    | (6) Options awarded but unvested as of June 30, 2025, which would vest in the event of an involuntary termination in connection with a change in control or in the event of the executive’s death or disability, are valued at the $54.78 closing price of a share of the Company’s stock as of the last trading day of fiscal 2025. |

  45. Potential Payments Upon Termination of Employment or Change in Control

    | (7) Represents the executive’s 280G base amount as of the termination date, plus the estimated expense necessary to allow for the executive’s continued participation in health insurance and other group health benefit plans, multiplied by 200% in the case of Messrs. Funke, Cox and Windes. |

  46. Potential Payments Upon Termination of Employment or Change in Control

    | (8) Represents the executive’s cash compensation comprised of base salary and cash bonus as of the termination date, plus the estimated expense necessary to allow for the executive’s continued participation in health insurance and other group health benefit plans, multiplied by 100% in the case of Mr. Chkautovich. |

  47. CEO Pay Ratio

    CEO Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the SEC’s implementing rules, the following information about the relationship of the compensation of our CEO, Mr. Steffens, to the compensation of our median team member (the “Pay Ratio’) is set forth below. The Pay Ratio is a reasonable estimate determined in a manner consistent with the SEC’s rules. For 2025, our last completed fiscal year:

  48. CEO Pay Ratio

    | (i) The annual total compensation of our median team member was $43,531. |

  49. CEO Pay Ratio

    | (ii) The annual total compensation of our CEO, as reported in the 2025 Summary Compensation Table on page 19, was $690,774. |

  50. CEO Pay Ratio

    | (iii) | The ratio of the annual total compensation of our CEO to the annual total compensation for our median team member was 15.9 to 1. |

  51. CEO Pay Ratio

    We determine our median team member, exclusive of the Chief Executive Officer, based on annual total cash compensation, consisting of base salary (annualized in the case of full and part-time team members) plus bonuses paid during fiscal 2025. Our median team member would also generally participate in benefit plans, most notably our group health insurance plan and 401(k) retirement plan, which benefits are not included in the annual total cash compensation figure reported above. Given the different methodologies that various public companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  52. Pay Versus Performance

    Pay Versus Performance ●As required by the Dodd-Frank Act and the SEC’s implementing rules, we are providing the following information about the relationship between executive compensation actually paid and certain measures of financial performance. For further information concerning the Company’s compensation philosophy and how the Company seeks to align executive compensation with its performance, see the “Compensation Discussion and Analysis” section above. ●The following table sets forth information concerning the compensation of our named executive officers (“NEOs”) for each of the fiscal years ended June 30, 2025, 2024, 2023, 2022 and 2021 and our financial performance for each fiscal year:

  53. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based on: | | | | | | | | Average | | | | | | | | | | Summary | Average | | | | Diluted | | | Summary | | Compensation | Compensation | | Peer Group | | Earnings | | | Compensation | Compensation | Table Total | Actually Paid | Total | Total | Net Income | Per | | | Table Total for | Actually Paid | for Non-PEO | to Non-PEO | Shareholder | Shareholder | (in thousands) | Common | | | PEO(1) | to PEO(2) | NEOs(3) | NEOs(4) | Return(5) | Return(6) | (7) | Share(8) | | 2025 | $690,774 | $791,200 | $499,822 | $599,941 | 246.84 | 186.37 | $58,578 | 5.18 | | 2024 | 653,666 | 784,965 | 445,241 | 434,562 | 199.53 | 152.45 | 50,182 | 4.42 | | 2023 | 661,141 | 572,862 | 488,862 | 424,478 | 167.21 | 116.10 | 39,237 | 3.85 | | 2022 | 651,898 | 648,187 | 388,627 | 386,517 | 193.14 | 143.56 | 47,169 | 5.21 | | 2021 | 595,934 | 830,649 | 353,265 | 474,380 | 188.77 | 162.61 | 47,180 | 5.22 |

  54. Pay Versus Performance

    | (1) Represents the total compensation of our principal executive officer (“PEO”), Greg A. Steffens, as reported in the Summary Compensation Table (“SCT”) for each year indicated. Refer to the “Summary Compensation Table” above. Mr. Steffens served as our PEO during those years. |

  55. Pay Versus Performance

    | (2) Represents the amount of “compensation actually paid” to Mr. Steffens, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Steffens during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Steffens’ total compensation for each year to determine the compensation actually paid: |

  56. Pay Versus Performance

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Total compensation as reported in SCT | $690,774 | $653,666 | $661,141 | $651,898 | $595,934 | | Fair value of equity awards granted during covered fiscal year | (78,353) | (70,590) | (77,555) | (84,006) | (87,872) | | Fair value of equity awards granted in covered fiscal year and that were unvested at end of such covered fiscal year - valued at year-end | 72,514 | 81,533 | 56,588 | 68,008 | 138,552 | | Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 79,650 | 94,606 | (44,694) | 8,761 | 133,187 | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year | 26,615 | 25,750 | (22,618) | 3,526 | 50,818 | | Total compensation actually paid to PEO | $791,200 | $784,965 | $572,862 | $648,187 | $830,649 |

  57. Pay Versus Performance

    | (3) Represents the average of the total compensation of each of our non-PEO NEOs as reported in the SCT for each year indicated. The non-PEO NEOs included in this calculation for 2025 are Messrs. Funke, Cox, Windes and Chkautovich, and for years 2024, 2023, 2022, and 2021 are Messrs. Funke, Cox, Hecker, and Windes. |

  58. Pay Versus Performance

    | (4) Represents the average of the total compensation actually paid to our named non-PEO NEOs as reported in the SCT, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to the non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid: |

  59. Pay Versus Performance

    Reconciliation of Non-PEO NEOs SCT Total and Compensation Actually Paid

  60. Pay Versus Performance

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Total compensation as reported in SCT | $499,822 | $445,241 | $488,862 | $388,627 | $353,265 | | Fair value of equity awards granted during covered fiscal year | (87,400) | (113,666) | (111,725) | (46,098) | (48,516) | | Fair value of equity awards granted in covered fiscal year and that were unvested at end of such covered fiscal year - valued at year-end | 79,835 | 86,734 | 84,409 | 37,184 | 77,736 | | Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 89,436 | 10,932 | (24,802) | 4,922 | 67,595 | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year | 18,248 | 5,320 | (12,266) | 1,882 | 24,300 | | Total average compensation actually paid to non-PEO NEOs | $599,941 | $434,562 | $424,478 | $386,517 | $474,380 |

  61. Pay Versus Performance

    | (5) Represents the cumulative four-year total return to shareholders of our common stock and assumes that the value of the investment was $100 on June 30, 2020 and that the subsequent dividends were reinvested. The stock price performance included in this column is not necessarily indicative of future stock price performance. |

  62. Pay Versus Performance

    | (6) Represents a cumulative four-year total return to shareholders of a peer group calculated using the same method described in footnote (5). For all years listed, the peer group used is the S&P U.S. BMI Banks Midwest Region Index. |

  63. Pay Versus Performance

    | (7) Represents our reported net income reflected in the Company’s audited financial statements for each year indicated. |

  64. Pay Versus Performance

    | (8) Represents our diluted earnings per common share, for each year indicated, which we believe represents the most important financial performance measure that was used to link compensation actually paid to our PEO and non-PEO NEOs for the most recent fiscal year to Company performance. |

  65. Relationship Between Compensation Actually Paid to our NEOs and Company Performance

    Relationship Between Compensation Actually Paid to our NEOs and Company Performance The following graphs show the relationship between the compensation actually paid to our PEO and the average of the compensation actually paid to our other NEOs to our total shareholder return, net income and diluted earnings per common share and the relationship between our cumulative total shareholder return and the cumulative total shareholder return of the peer group, each over the five most recently completed fiscal years as reported in the table above: