DEF 14A of Southern Missouri Bancorp, Inc.
Filed Sep 23, 2024 · FY20240001558370-24-012967
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 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 serves for a three-year term. The terms of three 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 2027. All of our nominees currently serve as directors of the Company and the Bank. 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 of service that our directors have 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 brings special skills, experience, and expertise to the Board as a result of their other business activities and associations. Nominees to Serve a Three-Year Term Expiring at the 2027 Annual Meeting Greg A. Steffens, Age 57. Mr. Steffens served as President of Southern Missouri Bancorp from October 2000 to June 2022 and has served as Chief Executive Officer since 2003. In July 2022, Mr. Steffens became Chairman of the Board of the Company. 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 74. 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 57. 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. THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.
Information with Respect to the Continuing Directors
Information with Respect to the Continuing Directors In addition to the nominees proposed for 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 stockholders 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 2025 Annual Meeting. Sammy A. Schalk, Age 75. Mr. Schalk is the President and principal owner of Gamblin Lumber Company. Mr. Schalk serves on the advisory committee for the Industrial Technology Department of a local junior college and is a member of the City of Poplar Bluff’s municipal utilities advisory board. Mr. Schalk’s experience in the building trades industry provides expertise into the evaluation of commercial and residential real estate lending issues. He was Chairman of the Board of Southern Bank through June 30, 2022 and since July 1, 2022, has served as Vice-Chairman of the Board of Southern Bank. His experience managing a successful business provides insight into general management issues of the Company. Mr. Schalk has been a director of Southern Missouri Bancorp and Southern Bank since 2000. Charles R. Love, Age 73. Mr. Love is a certified public accountant and retired as a partner with the accounting firm of Kraft, Miles & Tatum, LLC. Mr. Love had been an accountant with Kraft, Miles & Tatum, LLC for 35 years, and has over 51 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. William Young, Age 57. Mr. Young served as President of Citizens Bank & Trust Company until it was acquired by the Company in January 2023. Mr. Young was the fifth generation affiliated with Citizens Bank & Trust Company as a majority shareholder. Mr. Young began his career in banking in 1990 as a loan officer and then concentrated on trust and investment activities beginning in 1993. He served as President or Chairman of Citizens Bank & Trust Company since 1998. Mr. Young also served on the First Community Bank and Great American Bank Board of Directors. A graduate of the University of Arizona with a Finance Degree, Mr. Young enhanced his banking skills with advanced training in lending at the Missouri School of Commercial Lending and the Graduate School of Banking at the University of Wisconsin. Mr. Young is active in the local community and serves on several local boards. His background provides expertise in providing trust, deposit and credit services directly to the Bank’s customers. Mr. Young has been a director of Southern Missouri Bancorp and Southern Bank since 2023. Daniel L. Jones, Age 59. 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. Directors Serving a Term Expiring at the 2026 Annual Meeting. Rebecca M. Brooks, Age 68. Ms. Brooks is the 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 70. 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 75. 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 39. 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.
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. Directors were compensated at a rate of $1,250 per month for their service on the Company’s Board of Directors. Each director 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 2024. Directors so serving receive a monthly fee of $1,000.
Director Compensation Table for 2024
Director Compensation Table for 2024 The table below provides compensation information for each member of our Board of Directors during the year ended June 30, 2024 (except for Mr. Steffens, whose compensation is reported as a named executive officer).
Director Compensation Table for 2024
| | | | | 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 | $— | $20,410 | $2,628 | $— | $53,038 | | Sammy A. Schalk | 42,000 | — | 20,410 | 2,897 | — | 65,307 | | Rebecca M. Brooks | 30,000 | — | 20,410 | 2,059 | — | 52,469 | | Daniel L. Jones(2) | 30,000 | — | 20,410 | — | — | 50,410 | | Charles R. Love | 42,000 | — | 20,410 | 2,897 | — | 65,307 | | Dennis C. Robison | 30,000 | — | 20,410 | 3,194 | — | 53,604 | | David J. Tooley | 42,000 | — | 20,410 | 6,024 | — | 68,434 | | Todd E. Hensley | 30,000 | — | 20,410 | 2,520 | — | 52,930 | | William Young(3) | 30,000 | — | 20,410 | — | — | 50,410 | | David McClain(4) | 30,000 | — | 20,410 | — | — | 50,410 |
Director Compensation Table for 2024
| (1) All directors, with the exception of Mr. Steffens, were awarded 500 shares of restricted stock on February 8 2024, granted under the 2017 Omnibus Incentive Plan. These shares vest in equal annual installments of 20% beginning February 9, 2025 through February 9, 2029. |
Director Compensation Table for 2024
| (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 $141,000. 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 3,000 are currently exercisable. See also. “Relationships and Transactions with Executive Officers, Directors and Related Persons.” |
Director Compensation Table for 2024
(3)On February 21, 2023, Mr. Young was granted 7,500 options which vest over a five-year period beginning on February 9, 2024. (4)On February 21, 2023, Mr. McClain was granted 7,500 options which vest over a five-year period beginning on February 9, 2024.
Executive Summary of Key Compensation Decisions
| • | increases in base salaries for our named executive officers during fiscal 2024 of between 3.5 percent and 9.5 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; |
Executive Summary of Key Compensation Decisions
| • | the payment of bonuses based on achievement of key business plan goals during fiscal 2024; and |
Executive Summary of Key Compensation Decisions
| • | awards of incentive stock options and performance-based restricted stock to our executive officers during fiscal 2024. |
Executive Summary of Key Compensation Decisions
| • | reward outstanding financial results and shareholder returns over the long-term. |
Executive Summary of Key Compensation Decisions
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:
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 2024, Mr. Steffens received an increase in base salary from $439,800 to $455,000; Mr. Funke received an increase in base salary from $315,100 to $345,000; Mr. Cox received an increase in base salary from $285,100 to $300,000; Mr. Hecker received an increase in base salary from $280,100 to $295,000; and Mr. Windes received an increase in base salary from $284,900 to $300,000. Increases during fiscal 2024 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.
Bonuses
Bonuses The Company does not have a written cash bonus plan in place for executive officers. For fiscal 2022, 2023 and 2024, 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.
Stock Awards
Stock Awards Stock option and performance-based stock 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. 2017 Omnibus Incentive Plan. In fiscal 2017, the Company’s shareholders approved the 2017 Omnibus Incentive Plan. The purpose of the 2017 Omnibus Incentive Plan is to promote the long-term success, and enhance the long-term value, of the Company by linking the personal interests of employees and directors with those of Company shareholders. The 2017 Omnibus Incentive Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of employees and directors upon whose judgment, interest, and special effort the successful conduct of its operation largely is dependent, in a manner that does not expose the Company to imprudent risks and that is consistent with the long-term health of the Company. Currently there are 3,550 shares available for award under the 2017 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 2024 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 employees 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.
Employment Agreement
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’s 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, Cox, Hecker 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 and Cox. Under their agreements, Messrs. Hecker and Windes 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, in the case of Mr. Hecker, or one and one half times in the case of Mr. Windes, their 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 Hecker and 18 months in the case of Mr. Windes) 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 Hecker, and until the eighteen-month anniversary of the date of termination in the case of Mr. Windes. 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, Cox and Hecker, and eighteen months in the case of Mr. Windes), the executive will not (1) solicit or induce or cause others to solicit or induce, any employee 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.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table sets forth information concerning the compensation earned in fiscal years 2024, 2023, and 2022 by the named executive officers of the Company.
2024 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 | 2024 | $446,824 | $67,950 | $— | $39,975 | $30,615 | $— | $68,303 | $653,666 | | Chairman & | 2023 | 440,357 | 80,250 | — | 42,350 | 35,205 | — | 62,979 | 661,141 | | Chief Executive Officer | 2022 | 440,299 | 63,500 | | 40,950 | 43,056 | | 64,093 | 651,898 | | Matthew T. Funke | 2024 | $338,027 | $52,950 | $— | $47,970 | $40,820 | $— | $41,343 | $521,110 | | President & | 2023 | 310,022 | 61,550 | — | 50,820 | 116,825 | — | 42,027 | 581,244 | | Chief Administrative Officer | 2022 | 264,058 | 43,000 | | 24,570 | 21,528 | | 26,382 | 379,538 | | Justin G. Cox | 2024 | $292,523 | $48,100 | $— | $39,975 | $30,615 | $— | $35,567 | $446,780 | | Executive Vice-President & | 2023 | 278,606 | 55,500 | — | 42,350 | 81,795 | — | 36,131 | 494,382 | | Regional President | 2022 | 263,769 | 52,000 | | 24,570 | 21,528 | | 38,051 | 399,918 | | Mark E. Hecker | 2024 | $286,962 | $42,650 | $— | $39,975 | $30,615 | $— | $26,695 | $426,897 | | Executive Vice-President & | 2023 | 273,303 | 52,850 | — | 42,350 | 35,205 | — | 27,692 | 431,400 | | Chief Credit Officer | 2022 | 270,728 | 40,500 | | 24,570 | 21,528 | | 26,620 | 383,946 | | Rick A. Windes | 2024 | $291,858 | $46,000 | $— | $39,975 | $30,615 | $— | $36,289 | $444,737 | | Executive Vice-President & | 2023 | 276,309 | 57,900 | — | 42,350 | 35,205 | — | 36,659 | 448,423 | | Chief Lending Officer | 2022 | 269,308 | 40,500 | | 24,570 | 21,528 | | 35,199 | 391,105 |
2024 Summary Compensation Table
| (1) The bonuses for fiscal 2024, 2023, and 2022, respectively, were based on fiscal 2024, 2023, and 2022, performance, respectively, and paid in fiscal 2025, 2024 and 2023, respectively. |
2024 Summary Compensation Table
| (2) Values for fiscal years 2024, 2023, and 2022 were based on the grant date fair value of options awarded during those years. The awards made in fiscal 2022 will vest in five equal installments beginning on February 3, 2023, the awards made in fiscal 2023 will vest in five equal installments beginning on February 21, 2024 and the awards made in fiscal 2024 will vest in five equal installments beginning on February 8 2025. For information regarding the assumptions used in the determination of fair value, see Note 11 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, 2024. |
2024 Summary Compensation Table
| (3) Value for fiscal year 2024 was based on the $40.82 fair value (closing stock price) of a share of the Company’s common stock on the February 8, 2024 grant date, with up to 20% of the shares vesting on February 9, 2025, 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 2023 was based on $46.94 fair value (closing stock price) of a share of the Company’s common stock on the 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. Value for fiscal year 2022 was based on $53.82 fair value (closing stock price) of a share of the Company’s common stock on February 3, 2022 grant date; the awards will vest over a five year period beginning on February 9, 2023, 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. |
2024 Summary Compensation Table
| (4) Includes fiscal 2024 matching and profit-sharing contributions made by the Company to the executive’s 401(k) Plan account of $26,418, $26,343, $26,696, $26,695, and $25,580 for Messrs. Steffens, Funke, Cox, Hecker and Windes, respectively, and fiscal 2024 payments made on the executive’s behalf under the group health insurance plan of $11,885, $0, $8,871, $0, and $10,709, for Messrs. Steffens, Funke, Cox, Hecker and Windes, 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 2024, 2023, and 2022, respectively, were based on fiscal 2024, 2023, and 2022, compensation, respectively, and made during fiscal 2025, 2024, and 2023, respectively. The amount does not include personal benefits or perquisites, because none exceeded $10,000 worth of such benefits, in the aggregate. |
Grant of Plan-Based Awards
Grant of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards to named executive officers during fiscal 2024.
Grant of Plan-Based Awards
| | | | | | | | | (#) | | | | | | | | | | | | | All Other | (#) | | | | | | | | | | | | Stock | All Other | | (#) | | | | | | | | | | Awards: | Option Awards: | (#) | Grant Date | | | | Estimated Possible Payouts Under | | | Estimated Future Payouts Under | | | Number of | Number of | Exercise | Fair Value | | | | Non-Equity Incentive Plan Awards | | | Equity Incentive Plan Awards(1) | | | Shares of | Securities | Price of | of Stock | | | Grant | ($) | ($) | ($) | (#) | (#) | (#) | Stock | Underlying | Option | and Option | | | Date | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Options(2) | Awards | Awards(3) | | Greg A. | 2/8/2024 | — | — | — | — | — | — | — | 2,500 | $40.82 | $39,975 | | Steffens | 2/8/2024 | — | — | — | 375 | 563 | 750 | — | — | — | 30,615 | | Matthew T. | 2/8/2024 | — | — | — | — | — | — | — | 3,000 | 40.82 | 47,970 | | Funke | 2/8/2024 | — | — | — | 500 | 750 | 1,000 | — | — | — | 40,820 | | Justin G. | 2/8/2024 | — | — | — | — | — | — | — | 2,500 | 40.82 | 39,975 | | Cox | 2/8/2024 | — | — | — | 375 | 563 | 750 | — | — | — | 30,615 | | Mark E. | 2/8/2024 | — | — | — | — | — | — | — | 2,500 | 40.82 | 39,975 | | Hecker | 2/8/2024 | — | — | — | 375 | 563 | 750 | — | — | — | 30,615 | | Rick A. | 2/8/2024 | — | — | — | — | — | — | — | 2,500 | 40.82 | 39,975 | | Windes | 2/8/2024 | — | — | — | 375 | 563 | 750 | — | — | — | 30,615 |
Grant of Plan-Based Awards
| (1) The performance shares awarded under the equity incentive plan vest over a five-year period beginning February 9, 2025, 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 12 calendar quarters ending immediately prior to the applicable vesting date exceeds a threshold level. |
Grant of Plan-Based Awards
| (2) The options vest over a five-year period beginning February 9, 2025, with 20% of the shares vesting on that date and on each of the next four anniversaries of that date. |
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. |
Outstanding Equity Awards at June 30, 2024
Outstanding Equity Awards at June 30, 2024 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, 2024.
Outstanding Equity Awards at June 30, 2024
| | 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 | — | — | 2,550 | $114,776 | | Steffens | 3,500 | — | — | 34.35 | 1/04/2029 | | | | | | | 2,800 | 700 | — | 37.40 | 2/18/2030 | | | | | | | 3,000 | 2,000 | — | 34.91 | 2/10/2031 | | | | | | | 1,000 | 1,500 | — | 53.82 | 2/03/2032 | | | | | | | 500 | 2,000 | — | 46.94 | 2/21/2033 | | | | | | | — | 2,500 | — | 40.82 | 2/08/2034 | | | | | | | 2,000 | — | — | 37.31 | 1/16/2028 | — | — | 3,400 | 153,034 | | Matthew T. | 2,000 | — | — | 34.35 | 1/04/2029 | | | | | | Funke | 1,600 | 400 | — | 37.40 | 2/18/2030 | | | | | | | 1,800 | 1,200 | — | 34.91 | 2/10/2031 | | | | | | | 600 | 900 | — | 53.82 | 2/03/2032 | | | | | | | 600 | 2,400 | — | 46.94 | 2/21/2033 | | | | | | | — | 3,000 | — | 40.82 | 2/08/2034 | | | | | | Justin G. | 2,000 | — | — | 37.31 | 1/16/2028 | — | — | 2,617 | 117,776 | | Cox | 2,000 | — | — | 34.35 | 1/04/2029 | | | | | | | 1,600 | 400 | — | 37.40 | 2/18/2030 | | | | | | | 1,800 | 1,200 | — | 34.91 | 2/10/2031 | | | | | | | 600 | 900 | — | 53.82 | 2/03/2032 | | | | | | | 500 | 2,000 | — | 46.94 | 2/21/2033 | | | | | | | — | 2,500 | — | 40.82 | 2/08/2034 | | | | | | Mark E. | 2,000 | — | — | 37.31 | 1/16/2028 | — | — | 1,950 | 87,770 | | Hecker | 2,000 | — | — | 34.35 | 1/04/2029 | | | | | | | 1,600 | 400 | — | 37.40 | 2/18/2030 | | | | | | | 1,800 | 1,200 | — | 34.91 | 2/10/2031 | | | | | | | 600 | 900 | — | 53.82 | 2/03/2032 | | | | | | | 500 | 2,000 | — | 46.94 | 2/21/2033 | | | | | | | — | 2,500 | — | 40.82 | 2/08/2034 | | | | | | Rick A. | 2,000 | — | — | 34.35 | 1/04/2029 | — | — | 1,950 | 87,770 | | Windes | 1,600 | 400 | — | 37.40 | 2/18/2030 | | | | | | | 1,800 | 1,200 | — | 34.91 | 2/10/2031 | | | | | | | 600 | 900 | — | 53.82 | 2/03/2032 | | | | | | | 500 | 2,000 | — | 46.94 | 2/21/2033 | | | | | | | — | 2,500 | — | 40.82 | 2/08/2034 | | | | |
Outstanding Equity Awards at June 30, 2024
| (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. |
Outstanding Equity Awards at June 30, 2024
| (2) Value for fiscal year 2024 is based on the $45.01 closing price of a share of the Company’s common stock on the last trading day of fiscal 2024. |
Option Exercises and Stock Vested in Fiscal 2024
Option Exercises and Stock Vested in Fiscal 2024 The following table sets forth information regarding stock options exercised and shares of restricted stock that vested during the fiscal year ended June 30, 2024 with respect to each named executive officer.
Option Exercises and Stock Vested in Fiscal 2024
| | 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 | — | $— | 1,030 | $44,280 | | Matthew T. Funke | — | — | 1,140 | 49,359 | | Justin G. Cox | — | — | 924 | 39,957 | | Mark E. Hecker | — | — | 590 | 25,364 | | Rick A. Windes | — | — | 590 | 25,364 |
Option Exercises and Stock Vested in Fiscal 2024
| (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. |
Option Exercises and Stock Vested in Fiscal 2024
| (2) Represents the dollar value realized upon vesting of restricted stock award, based on the market value of the shares on the vesting date. |
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 and Funke, Ms. Daves and Messrs. Cox, Hecker, and Windes would have received if their employment had been terminated on June 30, 2024 under the circumstances shown. The table excludes (i) amounts accrued through June 30, 2024 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.
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) | $1,138,153(2) | $— | $2,662,475(3) | $39,424(4) | $—(4) | | Steffens | Performance share awards | — | 114,776(5) | 114,776(5) | 114,776(5) | 114,776(5) | | | Incentive stock option awards | — | 36,002(6) | 36,002(6) | 36,002(6) | 36,002(6) | | Matthew T. | Performance share awards | — | 153,034(5) | 153,034(5) | 153,034(5) | 153,034(5) | | Funke | Incentive stock option awards | — | 27,734(6) | 27,734(6) | 27,734(6) | 27,734(6) | | | Change-of-control agreement | — | — | 657,592(7) | — | — | | Justin G. | Performance share awards | — | 117,776(5) | 117,776(5) | 117,776(5) | 117,776(5) | | Cox | Incentive stock option awards | — | 25,639(6) | 25,639(6) | 25,639(6) | 25,639(6) | | | Change-of-control agreement | — | — | 620,201(7) | — | — | | Mark E. | Performance share awards | — | 87,770(5) | 87,770(5) | 87,770(5) | 87,770(5) | | Hecker | Incentive stock option awards | — | 25,639(6) | 25,639(6) | 25,639(6) | 25,639(6) | | | Change-of-control agreement | — | — | 737,500(8) | — | — | | Rick A. | Performance share awards | — | 87,770(5) | 87,770(5) | 87,770(5) | 87,770(5) | | Windes | Incentive stock option awards | — | 25,639(6) | 25,639(6) | 25,639(6) | 25,639(6) | | | Change-of-control agreement | — | — | 578,564(8) | — | — |
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, 2024, 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. |
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, 2024. The monthly payment amount would be a total of $37,938 representing salary and bonus of $36,948, plus $990 for health benefits. |
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. |
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. |
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 $45.01 closing price of a share of the Company’s stock as of the last trading day of fiscal 2024, which shares would no longer be restricted. |
Potential Payments Upon Termination of Employment or Change in Control
| (6) Options awarded but unvested as of June 30, 2024, 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 $45.01 closing price of a share of the Company’s stock as of the last trading day of fiscal 2024. |
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 and Cox. |
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 200%, in the case of Mr. Hecker and 150% in the case of Mr. Windes. |
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 employee (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 2024, our last completed fiscal year:
CEO Pay Ratio
| (i) The annual total compensation of our median employee was $40,646. |
CEO Pay Ratio
| (ii) The annual total compensation of our CEO, as reported in the 2024 Summary Compensation Table on page 20, was $653,666. |
CEO Pay Ratio
| (iii) | The ratio of the annual total compensation of our CEO to the annual total compensation for our median employee was 16.1 to 1. |
CEO Pay Ratio
We determine our median employee, 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 employees) plus bonuses paid during fiscal 2024. Our median employee 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.
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, 2024, 2023, 2022 and 2021 and our financial performance for each fiscal year:
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) | | 2024 | $653,666 | $683,174 | $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 |
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. |
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’s total compensation for each year to determine the compensation actually paid: |
Pay Versus Performance
| | 2024 | 2023 | 2022 | 2021 | | Total compensation as reported in SCT | $653,666 | $661,141 | $651,898 | $595,934 | | Fair value of equity awards granted during covered fiscal year | (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 | 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 | 11,808 | (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 | 6,757 | (22,618) | 3,526 | 50,818 | | Total compensation actually paid to PEO | $683,174 | $572,862 | $648,187 | $830,649 |
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 each year are Matt Funke, Justin Cox, Mark Hecker and Rick Windes. |
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: |
Pay Versus Performance
Reconciliation of Non-PEO NEOs SCT Total and Compensation Actually Paid
Pay Versus Performance
| | 2024 | 2023 | 2022 | 2021 | | Total compensation as reported in SCT | $445,241 | $488,862 | $388,627 | $353,265 | | Fair value of equity awards granted during covered fiscal year | (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 | 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 | 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 | 5,320 | (12,266) | 1,882 | 24,300 | | Total average compensation actually paid to non-PEO NEOs | $434,562 | $424,478 | $386,517 | $474,380 |
Pay Versus Performance
| (5) Represents the cumulative three-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. |
Pay Versus Performance
| (6) Represents a cumulative three-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. |
Pay Versus Performance
| (7) Represents our reported net income reflected in the Company’s audited financial statements for each year indicated. |
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. |
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 three most recently completed fiscal years as reported in the table above: