DEF 14A: Great Southern Bancorp Announces Annual Meeting of Stockholders, Outlines Key Proposals

Great Southern Bancorp will hold its annual meeting virtually on May 8, 2024, to vote on director elections, executive compensation, and auditor ratification.

Summary

• Great Southern Bancorp, Inc. (Bancorp) is holding its Annual Meeting of Stockholders virtually on May 8, 2024, at 10:00 a.m. Central Daylight Time.
• Stockholders will vote on the election of three directors for three-year terms, an advisory vote on executive compensation, the frequency of future advisory votes on executive compensation (every year, two years, or three years), and the ratification of FORVIS, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The Board of Directors recommends voting FOR the election of director nominees, FOR the advisory vote on executive compensation, for every year on the frequency of future advisory votes on executive compensation, and FOR the ratification of the appointment of the independent registered public accounting firm.
• The record date for determining stockholders entitled to vote at the Annual Meeting was February 28, 2024, with 11,758,107 shares of Common Stock outstanding on that date.
• The proxy statement and annual report are available online at www.greatsouthernbank.com.
• The Board of Directors has determined that directors Ausburn, Carlson, Counts, Edwards, Hart, Pitt and Steinert are independent directors.
• The compensation of the President and CEO was $1,779,242, while the median employee compensation was $38,061, resulting in a CEO pay ratio of 47 to 1.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting factual information and recommendations. The sentiment is neutral to slightly positive due to the routine nature of the proposals and the board's recommendations.

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 that prohibits hedging transactions.
• The Compensation Committee consists solely of independent directors.
• Stockholders have the opportunity to vote on executive compensation and the frequency of such votes.
• The company provides detailed information on director independence, board diversity, and the skills and experience of board members.

Negatives

• The CEO pay ratio is 47 to 1, which may be a concern for some stakeholders.
• There was one late Form 4 filing for Mr. Ausburn for one transaction in May 2023.

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 due to the reliance on third-party providers.
• The company's success depends on how well it manages these risks.

Future Outlook

The document outlines the proposals to be voted on at the upcoming annual meeting, including the frequency of future advisory votes on executive compensation, indicating a focus on corporate governance and stockholder engagement.

Industry Context

The document reflects standard corporate governance practices for publicly held companies, including disclosures related to executive compensation, director independence, and related party transactions. The say-on-pay vote and frequency vote are requirements under the Dodd-Frank Act, aligning with industry norms for shareholder engagement.

Comparison to Industry Standards

• The document includes a peer group index, the S&P U.S. BMI Banks Midwest Region Index, for comparison of total shareholder return.
• The compensation surveys used by the Compensation Committee to determine executive salaries include data from S&P Global Market Intelligence, Aon McLagan, Compdata Surveys and Consulting, Crowe, LLP, and the American Bankers Association, which are all well-known and respected sources of compensation data in the financial services industry.
• The document discloses the use of the Black-Scholes option-pricing model to determine the grant date fair value of stock options, which is a standard practice in the industry.
• The document discloses the use of Pentegra Retirement Services to administer the multi-employer defined benefit pension plan, which is a common practice for community banks.

Related Party Transactions

• Great Southern has extended loans to its officers, directors, and employees, generally 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.
• S. Turner Brown, the son of Bancorp director Julie Turner Brown, is employed by Great Southern as a Commercial Lending Relationship Manager in the St. Louis market.

Stakeholder Impact

• Shareholders are asked to vote on key governance matters, including director elections and executive compensation.
• Employees are impacted by the company's compensation policies and benefit plans.
• The company's performance and risk management practices affect its stakeholders, including customers, suppliers, and creditors.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting of Stockholders on May 8, 2024.
• The Board and Compensation Committee will consider the outcome of the advisory votes on executive compensation and the frequency of such votes.

Key Dates

Keywords

proxy statement, annual meeting, executive compensation, directors, FORVIS LLP, stockholders, corporate governance, risk management, Bancorp, Great Southern