DEF: Great Southern Bancorp Sets 2026 Annual Meeting Agenda

Great Southern Bancorp, Inc. announces its 2026 Annual Meeting of Stockholders to vote on director elections, executive compensation, a new incentive plan, and auditor ratification.

Summary

• The Annual Meeting of Stockholders will be held virtually on May 13, 2026, at 10:00 a.m. Central Daylight Time.
• Stockholders will vote on the election of four directors for a three-year term, an advisory (non-binding) vote on executive compensation, the approval of the Great Southern Bancorp, Inc. 2026 Omnibus Incentive Plan, and the ratification of Forvis Mazars, LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026.
• The record date for determining stockholders entitled to vote is March 3, 2026, with 10,965,711 shares of Common Stock outstanding.
• The Board of Directors unanimously recommends a vote FOR all proposals.
• The company uses an SEC rule to furnish proxy materials over the internet to stockholders owning fewer than 500 shares.
• A quorum requires the holders of a majority of the shares entitled to vote, present or represented by proxy; abstentions and broker non-votes count for quorum but not for the vote count on proposals (except director elections where withheld votes and broker non-votes have no effect).

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting solid governance proposals and executive compensation alignment, but tempered by underperformance against peer group TSR and concerns regarding related-party loans at below-market rates.

Positives

• The Board of Directors unanimously recommends a vote FOR all proposals, indicating internal alignment on key governance and compensation matters.
• The proposed 2026 Omnibus Incentive Plan aims to align employee and director interests with those of stockholders and includes sound corporate governance practices such as double-trigger vesting on change in control, no repricing of options without stockholder approval, and minimum vesting periods.
• The company's three-year average burn rate for equity awards is approximately 1.85%, which is generally considered favorable for managing stockholder dilution.
• The 750,000 shares reserved for issuance under the 2026 Plan are estimated to last approximately three years, demonstrating prudent share management.
• CEO Joseph W. Turner's base salary for 2025 ($461,492) and 2026 ($470,722) was below the average chief executive officer base salary in several comparable industry surveys.
• The executive compensation program emphasizes long-term stock ownership through stock options to align management's interests with long-term stockholder value creation.
• The company maintains a robust corporate governance framework, including Corporate Governance Guidelines and an Insider Trading Policy that prohibits hedging transactions by directors, officers, and employees.
• The Board of Directors exhibits a diverse range of knowledge, skills, and experience, including executive management, accounting, corporate governance, legal, information technology, risk management, financial services, commercial real estate, and community affairs.
• The company maintains a separated Chairman and Chief Executive Officer leadership structure, which the Board believes allows the CEO to focus on strategic plans and daily operations while the Chairman leads board oversight.
• The Audit Committee includes an 'audit committee financial expert' (Earl A. Steinert, Jr.), enhancing financial oversight capabilities.
• Stockholders approved the compensation of the company's executives with approximately 98% of the votes cast in favor at the 2025 annual meeting.

Negatives

• Director Amelia A. Counts attended 67% of Audit Committee meetings in 2025, falling below the 75% attendance threshold met by other directors.
• Several executive officers and directors have outstanding loans from Great Southern at interest rates significantly below estimated average market rates for 2025, resulting in substantial estimated differences in interest paid (e.g., John M. Bugh: $44,281; Rex A. Copeland: $36,875; Kevin L. Baker: $34,129; Douglas M. Pitt: $26,138; Debra Mallonee (Shantz) Hart: $17,214).
• The 'All Other Fees' billed by Forvis Mazars, LLP decreased significantly from $409,352 in 2024 to $123,525 in 2025, which may warrant further inquiry into the scope of non-audit services.
• The CEO Pay Ratio for 2025 was 46 to 1, with the CEO's total compensation at $1,815,277 compared to the median employee's $39,474, which could raise concerns regarding internal pay equity for some stakeholders.
• The potential overhang from the 2026 Omnibus Incentive Plan could increase to between 13.87% and 17.98% (depending on the mix of awards), representing potential dilution for existing stockholders.

Risks

• Credit risk is inherent in the operation of the financial institution.
• Interest rate risk is a material risk faced by the company.
• Liquidity risk is a material risk faced by the company.
• Operational risk, including cybersecurity risk, is a key consideration given the nature of operations and reliance on third-party providers.
• Strategic risk is inherent in the company's business.
• Reputation risk is inherent in the operation of the financial institution.
• Stockholder dilution from the 2026 Omnibus Incentive Plan, with an overhang potentially increasing to between 13.87% and 17.98%.
• Executive compensation could be subject to excise taxes under Section 4999 of the Internal Revenue Code if severance benefits exceed Section 280G thresholds, although the gross-up provision has been eliminated.
• Regulatory compliance risk exists, as the plan and awards must comply with legislative or regulatory limitations, including provisions limiting bonus/incentive compensation and requiring clawbacks.

Future Outlook

The company anticipates that the 750,000 shares reserved for issuance under the proposed 2026 Omnibus Incentive Plan will enable it to continue utilizing equity awards as a key compensation component for approximately three years, supporting objectives to attract, retain, and incentivize talented personnel.

Management Comments

• "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."
• "The Board believes that risk management, including setting appropriate risk limits and monitoring mechanisms, is an integral component and cannot be separated from strategic planning, annual operating planning, and daily management of the Company."
• "We believe that Mr. J. Turner's bonus arrangement provides an appropriate short-term incentive to increase our earnings, when coupled with the incentives Mr. J. Turner has through his substantial stock holdings to increase our earnings over the long term."
• "We believe our current three-year average burn rate of approximately 1.85% should be viewed favorably by our stockholders."
• "We believe these levels of overhang should not be viewed as excessive by investors."
• "The purpose of our compensation policies and procedures is to attract and retain experienced, highly qualified executives critical to our long-term success and enhancement of stockholder value."

Industry Context

StockSavvy.ai notes that Great Southern Bancorp's proactive approach to corporate governance, including the proposed 2026 Omnibus Incentive Plan with its robust protective provisions, aligns with best practices in the financial services industry aimed at balancing executive incentives with shareholder interests. The emphasis on long-term equity ownership and the separation of Chairman and CEO roles are common strategies among well-governed regional banks. The disclosure of related-party loans at below-market rates, while common in some banking sectors, warrants close scrutiny by investors, as it deviates from strict arms-length transactions and could be perceived as a governance weakness compared to broader industry standards.

Comparison to Industry Standards

• Joseph W. Turner's base salary for 2025 ($461,492) and 2026 ($470,722) was below the average chief executive officer base salary in several comparable industry surveys, including Blanchard Consulting Group ($564,371), Aon Human Capital Analytics ($804,500), Compdata Surveys and Consulting ($647,800 average), and Pearl Meyer & Partners, LLC ($869,173).
• The company's three-year average equity award burn rate of approximately 1.85% is generally considered favorable when compared to typical industry averages for financial institutions, which can range from 1% to 3% depending on company size and growth stage.
• The proposed 2026 Omnibus Incentive Plan's overhang of 13.87% to 17.98% (depending on award mix) is within the acceptable range for many institutional investors; for example, ISS generally considers overhangs below 15-20% acceptable for mature companies.
• The company's Total Shareholder Return of $144.49 for 2025 (from a $100 investment in 2020) lagged the Peer Group Total Shareholder Return (S&P U.S. BMI Banks Midwest Region Index) of $159.02 for the same period, suggesting underperformance relative to regional banking peers.
• The practice of extending loans to officers and directors at favorable interest rates, while legally permissible under certain banking regulations, is often viewed with caution by corporate governance advocates and is less common among larger, more diversified financial institutions that prioritize strict arms-length transactions to avoid potential conflicts of interest.

Management Changes

Corporate Governance

Legal Proceedings

• One late Form 4 filing for officer Mark A. Maples for two simultaneous stock option exercises and the immediate sale of the underlying shares for the year ended December 31, 2025.

Related Party Transactions

• Great Southern extended loans to several executive officers and directors for personal residences at favorable interest rates, generally equal to Great Southern's cost of funds.
• Rex A. Copeland, Treasurer of Bancorp and Senior Vice President and CFO of Great Southern, had a home mortgage with a largest outstanding amount of $754,028 in 2025, with an interest rate of 2.19% at year-end, compared to an estimated average market rate of 7.16%, resulting in an estimated difference in interest of $36,875.
• Kevin L. Baker, Chief Credit Officer and Vice President of Great Southern, had a home mortgage with a largest outstanding amount of $1,700,000 in 2025, with an interest rate of 2.21% at year-end, compared to an estimated average market rate of 7.80%, resulting in an estimated difference in interest of $34,129.
• John M. Bugh, Chief Lending Officer and Vice President of Great Southern, had a home mortgage with a largest outstanding amount of $864,302 in 2025, with an interest rate of 2.41% at year-end, compared to an estimated average market rate of 7.23%, resulting in an estimated difference in interest of $44,281.
• Mark A. Maples, Chief Operations Officer and Vice President of Great Southern, had a home mortgage with a largest outstanding amount of $232,351 in 2025, with an interest rate of 2.18% at year-end, compared to an estimated average market rate of 6.59%, resulting in an estimated difference in interest of $9,790.
• Benjamin H. Whitlock, Senior Commercial Lending Relationship Manager (son-in-law of CEO Joseph W. Turner), had a home mortgage ($400,000 largest outstanding) and a home equity line ($22,015 largest outstanding) in 2025, with interest rates of 2.19% and 1.91% respectively, compared to estimated market rates of 7.69% and 7.08%, resulting in estimated interest differences of $4,676 and $122.
• S. Turner Brown, Director of Finance and Accounting (son of director Julie Turner Brown), had a home mortgage ($750,000 largest outstanding) and a home equity line ($50,159 largest outstanding) in 2025, with interest rates of 2.15% and 4.91% respectively, compared to estimated market rates of 8.00% and 7.13%, resulting in estimated interest differences of $22,526 and $102.
• Douglas M. Pitt, Director, had a home mortgage with a largest outstanding amount of $542,226 in 2025, with an interest rate of 2.29% at year-end, compared to an estimated average market rate of 7.19%, resulting in an estimated difference in interest of $26,138.
• Debra Mallonee (Shantz) Hart, Director, had a home mortgage with a largest outstanding amount of $370,964 in 2025, with an interest rate of 2.41% at year-end, compared to an estimated average market rate of 7.23%, resulting in an estimated difference in interest of $17,214.
• Benjamin H. Whitlock (son-in-law of CEO Joseph W. Turner) is employed by Great Southern as a Senior Commercial Lending Relationship Manager, with 2025 compensation including salary of $140,065, bonus of $20,124, and a stock option award with a grant date fair value of $15,025.
• S. Turner Brown (son of director Julie Turner Brown) is employed by Great Southern as the Director of Finance and Accounting, with 2025 compensation including salary of $184,498, bonus of $37,423, and a stock option award with a grant date fair value of $30,050.

Stakeholder Impact

• Shareholders will directly influence company leadership and long-term strategy by voting on director elections, executive compensation, and a new incentive plan. They face potential dilution from the new incentive plan (overhang 13.87%-17.98%) and should consider the implications of related-party loans at favorable rates.
• Employees may benefit from the 2026 Omnibus Incentive Plan, which aims to motivate and retain talent through equity awards linked to company performance. The significant difference in compensation between the CEO and the median employee could be a point of internal discussion.
• Management and Executives have their compensation tied to performance metrics, with opportunities for bonuses and long-term equity incentives. Employment agreements provide protection in change-in-control scenarios, though tax gross-up provisions have been eliminated.
• Regulatory Authorities will scrutinize the company's adherence to SEC rules for proxy statements and Section 16(a) reporting, as well as compliance with banking regulations regarding related-party transactions.
• Customers are not directly impacted by the proposals, but strong corporate governance and financial health, as implied by the filing, generally contribute to customer confidence in a financial institution.

Next Steps

• Stockholders are to vote on the election of four directors at the Annual Meeting on May 13, 2026.
• Stockholders are to cast an advisory (non-binding) vote on executive compensation at the Annual Meeting.
• Stockholders are to vote on the approval of the Great Southern Bancorp, Inc. 2026 Omnibus Incentive Plan at the Annual Meeting.
• Stockholders are to vote on the ratification of the appointment of Forvis Mazars, LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026.
• The Board of Directors and Compensation Committee will consider the outcome of the advisory vote on executive compensation when considering future executive compensation arrangements.
• If the 2026 Omnibus Incentive Plan is approved, no future awards will be made under the 2022 Omnibus Incentive Plan.
• The next required non-binding, advisory vote on the frequency of future say on pay votes will be held at the annual meeting of stockholders in 2030.
• Stockholders intending to submit proposals for the 2027 annual meeting must ensure they are received by the Secretary of Bancorp by December 1, 2026, for inclusion in proxy materials, or between January 13, 2027, and February 12, 2027, for presentation at the meeting.
• Stockholders intending to solicit proxies for director nominees for the 2027 annual meeting must provide notice to Bancorp by March 14, 2027.

Key Dates

Recommendation

The filing outlines routine corporate governance matters and executive compensation details, which are generally expected. While the proposed incentive plan includes sound governance features and executive salaries are below peer averages, the company's TSR has lagged its peer group. The disclosed related-party loans at favorable rates, while not necessarily illegal, introduce a governance concern that warrants a cautious 'hold' stance rather than a 'buy' or 'sell' based solely on this proxy statement. Investors should monitor future performance and governance practices.

Keywords

Great Southern Bancorp, GSBC, Proxy Statement, Annual Meeting, Executive Compensation, Omnibus Incentive Plan, Director Election, Auditor Ratification, Corporate Governance, Stock Options, Financial Services, Banking, SEC Filing, Shareholder Vote, Risk Management, CEO Pay Ratio, Related Party Transactions