DEF 14A of Central Bancompany, Inc.
Filed Mar 25, 2026 · FY20250001628280-26-021072
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Director Nominees
Director Nominees If elected, the four (4) Class I Director nominees will serve on the Board until the Annual Meeting in 2029, respectively, or until their successors are duly elected and qualified in accordance with the Company’s Bylaws. If any of the four nominees should become unable to accept election, the persons named on the proxy card as proxies may vote for such other person(s) recommended by the Company’s Board of Directors. Management has no reason to believe that any of the four nominees for election named below will be unable to serve.
Director Nominees
| Director Name | Age | Director Class | Director Since | Principal Occupation | | Michael Kirk Farmer, Jr. | 46 | Class I | 2025 | Chief Executive Officer of Farmer Holding Company | | E. Stanley Kroenke | 78 | Class I | 1994 | Chairman of The Kroenke Group | | Charles E. Kruse | 81 | Class I | 2003 | Retired, Former President of the Missouri Farm Bureau | | Bradley N. Sprong | 61 | Class I | 2025 | Founder of BNS Advisors, LLC |
Director Nominees
Nominees For Election to the 2026 Class I Directors:
Director Nominees
| Michael Kirk Farmer, Jr., 46 Class I Director | Mr. Farmer has served as a director of the Company since April 2025 and of the Bank since 2015. He has served as the Chief Executive Officer of Farmer Holding Company, with portfolio businesses in construction, logistics and real estate since March 2023, where he previously served as Vice President since 2014. Mr. Farmer’s business experience qualifies him to serve on our Board. Committees: Risk Committee |
Director Nominees
| E. Stanley Kroneke, 78 Class I Director | Mr. Kroenke has served as a director of Company since 1994. Mr. Kroenke is the Chairman of The Kroenke Group, a real estate development firm that builds and owns retail shopping centers, apartment buildings, and warehouses throughout North America and in Europe. In addition, Mr. Kroenke founded Kroenke Sports & Entertainment in 1999 and is the owner of Arsenal Football Club, Arsenal Women Football Club, the Los Angeles Rams, the Denver Nuggets, the Colorado Avalanche, the Colorado Rapids and their venues. Recent investments that Mr. Kroenke has led include the Hollywood Park project near Los Angeles, one of the largest privately financed real estate projects in the country, which includes SoFi Stadium and a substantial amount of retail, residential, office, and hotel development. SoFi Stadium was the host to the 2022 Super Bowl and the 2023 College Football National Championship Game, and is scheduled to host the 2028 Olympics opening and closing ceremonies. Mr. Kroenke’s business and investment experience qualifies him to serve on our Board. Committees: Compensation Committee |
Director Nominees
| Charles E. Kruse, 81 Class I Director | Mr. Kruse has served as a director of the Company since 2003. Mr. Kruse served as the President of the Missouri Farm Bureau from 1992 to 2010 and the Director of the Missouri Department of Agriculture from 1985 to 1991. He also served on the American Farm Bureau board of directors from 1995 to 2010 and on the board of the Federal Agricultural Mortgage Corporation from 2001 and 2008. Previously in his career, Mr. Kruse served in the Missouri Army National Guard, from which he retired as a brigadier general with 26 years of service in 1993. In addition, Mr. Kruse has received three U.S. presidential appointments and served on numerous national boards and commissions. Since 1976, Mr. Kruse has been the President of Charles Kruse Farms, Inc. Mr. Kruse holds a Bachelor of Science in Agronomy from Arkansas State University and a Master of Science Degree in Agronomy from the University of Missouri. Mr. Kruse’s experience in business, financial services, and public service, and knowledge about the Missouri market, qualifies him to serve on our Board. Committees: Audit Committee and Risk Committee |
Director Nominees
| Bradley N. Sprong, 61 Class I Director | Mr. Sprong has served as a director of the Company since August 2025. Mr. Sprong retired from KPMG LLP where he worked from August 1986 to October 2024, serving as a Senior Lead Tax Partner from December 2019 to October 2024, serving as National Industry Tax Leader for KPMG LLP’s private enterprise practice, an Office Managing Partner and a Senior Tax Partner. He has served on the board of directors of Euronet Worldwide, Inc., a leading global financial technology solutions and payments provider, since 2024, and he also serves on the boards of various other companies and community organizations, such as GN Bank, Midwest Trust Company, William Jewell College and the Kansas City Metropolitan Crime Commission, among others, and has served on the audit committee for several of those organizations. He holds a Bachelor of Science in Accounting from William Jewell College and is a Certified Public Accountant. Mr. Sprong’s business experience and accounting expertise qualifies him to serve on our Board. Committees: Audit Committee |
Director Nominees
The affirmative vote of a majority of shares of Common Stock present in person or virtually or represented by proxy, at the Annual Meeting and entitled to vote on this proposal is required for the election of each of the nominees listed above. Abstentions and broker non-votes will have the same effect as votes against each nominee.
Director Nominees
| The Board of Directors Recommends that Shareholders Vote FOR All Four Nominees Listed Above |
Continuing Directors' Background and Qualifications
Continuing Directors' Background and Qualifications The following information is provided with respect to the Directors who are continuing in office for the respective periods and until their successors are elected and qualified.
Continuing Directors' Background and Qualifications
| Director Name | Age | Director Class | Director Since | Principal Occupation | | Charles W. Digges, Jr. | 77 | Class II | 2013 | Retired, Former President and Chief Executive Officer of The Insurance Group, Inc. | | Robert M. Robuck | 83 | Class II | 1987 | Vice Chairman of Central Bancompany, Inc. | | Edward D. "Chip" Robertson, Jr. | 73 | Class II | 2013 | Retired, Former Chief Justice of the Missouri Supreme Court | | S. Bryan Cook | 74 | Class III | 1986 | Executive Chairman of Central Bancompany, Inc. | | Robert R. Hermann, Jr. | 73 | Class III | 1997 | Chairman and Chief Executive Officer of Hermann Companies, Inc. | | Richard H McClure | 71 | Class III | 2003 | Retired, Former President and Chief Executive Officer of UniGroup, Inc. | | John "JR" Ross | 55 | Class III | 2024 | President and Chief Executive Officer of Central Bancompany, Inc. |
Continuing Directors' Background and Qualifications
| Charles W. Digges, Jr., 77 Class II Director | Mr. Digges has served as a director of the Company since 2013. Mr. Digges served as the President and Chief Executive Officer of The Insurance Group Inc., an independent insurance agency, from 1985 to 2021. He served on the board of directors of Central Bank of Boone County, a division of the Bank, for 35 years from 1986 to 2021, including on numerous board committees. Mr. Digges also serves on the boards of various community organizations, such as the Columbia Chamber of Commerce, for which he was Chair in 1986, and the Regional Economic Council, for which he was Chair in 1987. Mr. Digges’ business experiences in insurance and banking, longstanding service with the Bank, and commitment to the local community qualify him to serve on our Board. Committees: Audit Committee and Risk Committee |
Continuing Directors' Background and Qualifications
| Robert M. Robuck, 83 Vice Chairman of the Board Class II Director | Mr. Robuck has served as the Vice Chairman of the Company and the Bank since 2010, and a director of the Company since 1987. He served as interim Chief Financial Officer of the Company and the Bank from April to June 2025. Mr. Robuck has worked for the Company since its formation in 1970 and has held multiple positions with both the Company and the Bank, including Chief Financial Officer and President and Chief Operations Officer. Mr. Robuck holds a Certified Public Accountant certificate (inactive) and a Bachelor of Science in Administration and Accounting at the University of Missouri. Mr. Robuck’s experience in banking and his institutional knowledge of, and commitment to, the Company and the Bank qualify him to serve as the Vice Chairman of the Board. Committees: Compensation Committee |
Continuing Directors' Background and Qualifications
| Edward D. "Chip" Robertson, Jr., 73 Class II Director | Mr. Robertson has served as a director of the Company since 2013. Mr. Robertson was the Chief Justice of the Missouri Supreme Court for 14 years. From 1998 to 2023, he was a shareholder of Bartimus, Frickleton, Robertson, Rader P.C., a boutique litigation firm. He served as a special consultant to the Attorney General of the United States from 2001 to 2002. He holds a Bachelor of Arts from Westminster University, a Juris Doctor from the University of Missouri-Kansas City and a Master of Laws from the University of Virginia School of Law. Mr. Robertson’s experience in law and public service qualifies him to serve on our Board. Committees: Audit Committee, Compensation Committee, Executive Committee (Chair) and Nominating and Governance Committee (Chair) |
Continuing Directors' Background and Qualifications
| S. Bryan Cook, 74 Executive Chairman of the Board Class III Director | Mr. Cook has served as the Executive Chairman of the Company and the Bank since 2024. He is the great grandson of the founder of the Company. He previously served as our Company’s Chairman, President and Chief Executive Officer for 16 years and has been on our Board since 1986. Prior to that, he served as Chief Operating Officer of the Bank. Mr. Cook received his Bachelor of Arts in Economics from Washington & Lee University. He also received his Masters of Arts in Economics, Masters of Business Administration and Ph.D. in Economics from the University of Missouri. Mr. Cook’s experience in banking and his institutional knowledge of, and commitment to, the Company and the Bank qualify him to serve as the Executive Chairman of the Board. Committees: Compensation Committee, Executive Committee, Nominating and Governance Committee and Risk Committee |
Continuing Directors' Background and Qualifications
| Robert R. Hermann, Jr., 73 Class III Director | Mr. Hermann has served as a director of the Company since 1997. He is the Chairman and Chief Executive Officer of Hermann Companies, Inc., a privately held investment and management consulting firm based in St. Louis that offers capital and organizational expertise to venture-stage and middle-market companies, since August 2001. He was also the Chairman and CEO of Anchor Packaging, the largest polypropylene food container manufacturer in North America. Mr. Hermann also serves on the boards of various community organizations, such as St. Louis Children’s Hospital, Saint Louis Zoo, and the Municipal Theatre Association of St. Louis. Mr. Hermann graduated from Princeton University with a degree in economics. His business and investment experience qualifies him to serve on our Board. Committees: Compensation Committee (Chair), Executive Committee and Nominating and Governance Committee |
Continuing Directors' Background and Qualifications
| Richard H. McClure, 71 Class III Director | Mr. McClure has served as a director of the Company since 2003. He retired from UniGroup, Inc., parent of United Van Lines and Mayflower Transit and other global specialized logistics subsidiaries, where he served as the President and Chief Executive Officer from 2002-2014. He currently serves as Lead Independent Director of World Wide Technology, a $20 billion leading technology solutions provider. He served as Chief of Staff to the Governor of Missouri from 1985-1992 and as Deputy Chief of Staff and a Cabinet Officer for the Governor of Illinois from 1980-1985. In 2014, the Governor of Missouri appointed him to co-chair the Ferguson Commission, charged with recommending actions to address the underlying causes of racial inequity and social unrest in the St. Louis region. His business and civic experience qualifies him to serve on our Board as the Lead Independent Director. Committees: Audit Committee (Chair), Executive Committee, Nominating and Governance Committee and Risk Committee (Chair) |
Continuing Directors' Background and Qualifications
| John "JR" Ross, 55 President, Chief Executive Officer Class III Director | Mr. Ross has served as the President and Chief Executive Officer of the Company and the Bank since April 2024 and as a director of the Company since 2021. Mr. Ross previously served as the Chief Operating Officer since joining the Company in March 2020. Prior to these roles, Mr. Ross spent nearly 20 years at J.P. Morgan Chase, most recently serving as the Co-Head of Depository Coverage in the Financial Institutions Group. He attended the University of Oklahoma, obtaining a Bachelor of Business, and received a Masters of Public Administration from the Kennedy School of Government at Harvard University. Mr. Ross is a Certified Public Accountant (inactive). Mr. Ross’s experience in banking and the financial services industry and his experience as the President and CEO of the Company qualify him to serve on our Board. Committees: Executive Committee and Risk Committee |
2025 Director Compensation
2025 Director Compensation Compensation earned during 2025 by the Directors of the Company who are not named executive officers for their service as Directors is listed in the table below.
2025 Director Compensation
| Name | Fees Earned or Paid in Cash $ | Stock Awards $ | All Other Compensation $ | Total $ | | Charles W. Digges, Jr. | $82,000 | $— | $— | $82,000 | | Michael Kirk Farmer, Jr. (1) | 88,800 | — | 1,000 | 89,800 | | Michael Kirk Farmer, Sr. (2) | 4,800 | — | — | 4,800 | | Robert R. Hermann, Jr. | 88,700 | — | — | 88,700 | | E. Stanley Kroenke | 61,800 | — | — | 61,800 | | Charles E. Kruse | 82,000 | — | — | 82,000 | | Richard H. McClure (3) | 137,650 | — | 10,600 | 148,250 | | Edward D. "Chip" Robertson, Jr. | 103,200 | — | — | 103,200 | | Bradley N. Sprong | 74,500 | — | — | 74,500 |
2025 Director Compensation
________________________________ (1)Mr. Farmer, Jr. was elected to the Board as a Class I Director in April 2025. The amount in all other compensation for Mr. Farmer includes fees for serving on a market advisory board. (2)Mr. Farmer, Sr. resigned from his role as a member of our Board, effective April 16, 2025. (3)The amount in all other compensation for Mr. McClure includes fees for serving on a market advisory board.
Narrative on Director Compensation Table
Narrative on Director Compensation Table Effective September 1, 2025, an employee of the Company or a subsidiary of the Company receives no additional compensation for serving as a Director of the Company. However, an employee of the Company or a subsidiary of the Company may receive additional compensation for serving as an advisory director of the market advisory boards. Any such compensation earned by a named executive officer will be reported in the Executive Compensation section herein. Each non-employee Director of the Company is paid the following amounts, as applicable: an annual retainer of $60,000 payable in November of each year; a fee of $5,000 for attendance (in person or virtually) at each meeting of the Board of Directors; a fee of 1,500 for attendance (in person or virtually) at each meeting of a committee of which the Director is a member; an annual fee of $10,000 for service as a committee chair payable in November of each year; and a fee of $15,000 for the Lead Independent Director payable in November of each year. Changes to Directors' compensation are initiated by the Nominating and Governance Committee. The Chairman of the Nominating and Governance Committee then presents any changes to the full Board of Directors for its approval.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table provides summary information concerning the compensation earned by our principal executive officer, our two other most highly compensated officers serving as executive officers as of December 31, 2025, and one other employee who would have been one of our two other most highly compensated officers but for the fact that he was not serving as an executive officer as of December 31, 2025. These individuals are referred to as our named executive officers (the "NEOs").
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary (1) $ | Bonus (2) $ | Stock Awards (3) $ | Non-Equity Incentive Plan Compensation (4) $ | All Other Compensation (5) $ | Total $ | | S. Bryan Cook | 2025 | $973,077 | $— | $450,019 | $1,175,000 | $362,905 | $2,961,001 | | Executive Chairman | 2024 | 928,077 | 930,000 | 400,181 | — | 395,967 | 2,654,225 | | John "JR" Ross | 2025 | 953,077 | — | 1,000,192 | 1,463,000 | 84,297 | 3,500,566 | | President & Chief Executive Officer | 2024 | 908,077 | — | 574,769 | 1,000,000 | 129,449 | 2,612,295 | | Robert M. Robuck (6, 7) | 2025 | 138,461 | 500,000 | 215,197 | — | 75,936 | 929,594 | | Vice Chairman | | | | | | | | | Eric A. Hallgren (7) | 2025 | 397,692 | 114,200 | 75,116 | 240,000 | 7,454 | 834,462 | | Chief Credit Officer | | | | | | | |
2025 Summary Compensation Table
________________________________ (1)The amounts reported represent the NEO's base salary earned during the year. (2)The amounts reported represent, for Messrs. Cook and Robuck, annual bonuses earned for 2024 and 2025, respectively, and for Mr. Hallgren, a deferred retention bonus of $114,200 paid in 2025. (3)The amounts reported represent the aggregate grant date fair value of stock awards and restricted stock awards granted in 2025 and 2024, respectively, to the NEOs, which have been calculated in accordance with FASB ASC Topic 718 as discussed in "Stock-Based Compensation" Note 11 to our audited consolidated financial statements included in our 2025 Annual Report on Form 10-K. (4)The amount reported represents, for Messrs. Cook, Ross and Hallgren, the annual bonuses earned in 2024 and 2025, which were earned pursuant to pre-defined performance metrics. (5)All other compensation is comprised of the following amounts:
2025 Summary Compensation Table
| Name and Principal Position | Year | Personal Use of Company Vehicle and/or Car Allowance $ | Personal Use of Company Aircraft $ | Club Dues $ | 401(k) Plan Matching Contribution $ | Vested Dividends $ | Director Fees $ | Advisory Board Fees $ | Total $ | | S. Bryan Cook | 2025 | $12,035 | $12,268 | $245,502 | $10,500 | $— | $28,900 | $53,700 | $362,905 | | | 2024 | 955 | 45,829 | 198,883 | 10,350 | — | 85,800 | 54,150 | 395,967 | | John "JR" Ross | 2025 | 17,657 | — | 22,240 | 10,500 | 21,075 | 28,900 | 5,000 | 105,372 | | | 2024 | 1,409 | — | 29,890 | 10,350 | — | 82,800 | 5,000 | 129,449 | | Robert M. Robuck (6, 7) | 2025 | 8,652 | — | 9,280 | 4,154 | — | 27,700 | 26,150 | 75,936 | | Eric A. Hallgren (7) | 2025 | — | — | — | 7,454 | — | — | — | 7,454 |
2025 Summary Compensation Table
(6)Mr. Robuck served as an Executive Officer and Chief Financial Officer from May 3, 2025 to June 1, 2025. (7)Messrs. Robuck and Hallgren were not NEOs for 2024, and therefore compensation is reported only for 2025.
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table provides information regarding outstanding equity awards held by our NEOs as of December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| Name | Number of Shares or Units of Stock That Have Not Vested # | Market Value of Shares or Units of Stock That Have Not Vested(1) $ | | S. Bryan Cook(2) | — | $— | | John "JR" Ross(3) | 117,150 | 2,825,658 | | Robert M. Robuck(4) | 38,900 | 938,268 | | Eric A. Hallgren(5) | 5,500 | 132,660 |
Outstanding Equity Awards at December 31, 2025
________________________________ (1)The market value was determined by multiplying the number of units by the closing price of a share of the Company's Class A Common Stock on December 31, 2025, which was $24.12. (2)Mr. Cook has historically received fully vested shares, and therefore had no outstanding equity awards at December 31, 2025. (3)For Mr. Ross, reflects unvested restricted stock, which vest in equal installments over three years. Accordingly, for Mr. Ross, 53,250 shares vested on March 1, 2026, 39,700 shares are scheduled to vest on March 1, 2027, and 24,200 shares are scheduled to vest on March 1, 2028. (4)For Mr. Robuck, reflects unvested restricted stock, which vest in equal installments over five years. Accordingly, for Mr. Robuck, 9,750 shares vested on March 1, 2026, 9,750 shares are scheduled to vest on March 1, 2027, 9,850 shares are scheduled to vest on March 1, 2028, 6,450 shares are scheduled to vest on March 1, 2029, and 3,100 shares are scheduled to vest on March 1, 2030. (5)For Mr. Hallgren reflects unvested restricted stock, which vest in equal installments over five years. Accordingly, for Mr. Hallgren, 1,100 shares vested on March 1, 2026, 1,100 shares are scheduled to vest on March 1, 2027, 1,100 shares are scheduled to vest on March 1, 2028, 1,100 shares are scheduled to vest on March 1, 2029, and 1,100 shares are scheduled to vest on March 1, 2030.