DEF: Great Southern Bancorp Announces Annual Meeting of Stockholders, Director Elections and Executive Compensation on the Agenda

Great Southern Bancorp is set to hold its Annual Meeting of Stockholders on May 7, 2025, featuring director elections, an advisory vote on executive compensation, and ratification of the independent auditor.

Summary

• Great Southern Bancorp, Inc. will hold its Annual Meeting of Stockholders on May 7, 2025, at 10:00 a.m. Central Daylight Time, as a virtual meeting.
• Stockholders will vote on the election of three directors for three-year terms, an advisory vote on executive compensation, and the ratification of Forvis Mazars, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors recommends voting FOR the election of the director nominees, FOR the advisory vote on executive compensation, and FOR the ratification of the appointment of the independent auditor.
• The record date for determining stockholders entitled to vote at the Annual Meeting was March 4, 2025, with 11,599,951 shares of Common Stock outstanding on that date.
• The proxy statement and annual report are available online at www.greatsouthernbank.com.
• The document also details executive compensation, director compensation, related party transactions, and corporate governance practices.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral tone. The Board's recommendations for voting on the proposals suggest a positive outlook on the company's direction and management.

Positives

• The Board of Directors is actively engaged in risk oversight, including cybersecurity risk.
• The Company has Corporate Governance Guidelines and an Insider Trading Policy in place.
• The Compensation Committee consists solely of independent directors.
• Stock options are used to align the interests of key employees and directors with those of stockholders.
• The company provides various retirement and other benefits to its employees, including a 401(k) plan and life insurance coverage.
• Stockholders approved the compensation of the Company's executives at the 2024 annual meeting, with approximately 96% of the votes cast in favor.

Negatives

• Certain executive officers and directors have outstanding loans from Great Southern at below-market interest rates.
• The CEO's compensation is significantly higher than the median employee's compensation, with a ratio of 41 to 1.
• The company's participation in a multi-employer defined benefit pension plan, which was closed to new participants in 2006, may create long-term liabilities.

Risks

• The company faces various risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk, cybersecurity risk, and reputation risk.
• Cybersecurity risk is a key consideration in operational risk management.
• Related party transactions, including loans to directors and executive officers, could present potential conflicts of interest.
• Changes in control could trigger significant payments and benefits to executives, as outlined in their employment agreements.
• The company's reliance on third-party providers in the delivery of financial services exposes it to cybersecurity risks.

Future Outlook

The document outlines the matters to be considered and voted upon at the upcoming Annual Meeting of Stockholders, including the election of directors, executive compensation, and the appointment of the independent auditor. The Board of Directors provides recommendations for each of these proposals.

Management Comments

• The Board of Directors of Bancorp unanimously recommends that you vote FOR the election of the nominees named in the accompanying proxy statement, FOR the advisory (non-binding) vote on executive compensation and FOR the ratification of the appointment of the independent registered public accounting firm.
• The Board believes that the separation of the Chairman and Chief Executive Officer positions remains appropriate, as this allows Mr. J. Turner to better focus on his primary responsibilities of overseeing the implementation of our strategic plans and daily consolidated operations, while allowing Mr. W. Turner to lead the Board in its fundamental role of oversight of management.

Industry Context

This announcement is typical for publicly traded companies and includes standard proxy statement information such as director elections, executive compensation, and auditor ratification. The details provided on executive compensation and corporate governance practices allow investors to assess the company's alignment with industry norms and best practices.

Comparison to Industry Standards

• The document references surveys of executive compensation at comparable financial institutions, including data from S&P Global Market Intelligence, Aon Human Capital Analytics, Compdata Surveys and Consulting, Pearl Meyer & Partners, LLC, and American Bankers Association.
• These surveys provide benchmarks for CEO base salaries at banks and thrifts with total assets greater than $5.0 billion, regional and community banks in the Midwest region, and publicly traded banks and other financial services organizations.
• The document also compares the company's total shareholder return to the S&P U.S. BMI Banks Midwest Region Index.

Related Party Transactions

• Great Southern, like many financial institutions, has from time to time extended loans to its officers, directors and employees, mostly for the financing of their personal residences, at favorable interest rates.
• Benjamin H. Whitlock, the son-in-law of Bancorp Chief Executive Officer and director Joseph W. Turner, is employed by Great Southern as a Commercial Lending Relationship Manager in the Springfield, Missouri market.
• S. Turner Brown, the son of Bancorp director Julie Turner Brown, is employed by Great Southern as the Director of Finance, and previously served Great Southern as a Commercial Lending Relationship Manager.

Stakeholder Impact

• Shareholders are being asked to vote on key issues that will shape the company's governance and executive compensation.
• Employees are affected by the company's compensation policies and benefit plans.
• The company's performance and risk management practices impact its customers, suppliers, and creditors.

Next Steps

• Stockholders are requested to vote by internet, telephone, or mail as promptly as possible.
• Stockholders may attend the Annual Meeting via webcast to vote and submit questions.
• The Board of Directors will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.
• The Audit Committee will reconsider the appointment of Forvis Mazars, LLP if stockholders do not ratify the appointment.

Key Dates

Keywords

proxy statement, annual meeting, executive compensation, directors, stockholders, corporate governance, Forvis Mazars, audit, stock options, related party transactions, risk management, Great Southern Bancorp