DEF 14A of Great Southern Bancorp, Inc.
Filed Mar 31, 2026 · FY20250002077096-26-000017
PROPOSAL I. ELECTION OF DIRECTORS
PROPOSAL I. ELECTION OF DIRECTORS The number of directors constituting Bancorp’s Board of Directors is currently ten. Bancorp’s Board is divided into three classes. 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 of stockholders serves for a three-year term. The terms of four 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 2029, or until that director’s successor is elected and qualified. We expect that the other directors will continue in office for the remainder of their terms. The nominees for director have indicated that they are willing and able to serve as director if elected and have consented to being named as nominees in this proxy statement. If the nominees should for any reason become unavailable for election, it is intended that the proxies will be voted for the substitute nominees as shall be designated by the present Board of Directors, upon the recommendation of the Corporate Governance and Nominating Committee, unless the proxies direct otherwise. 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 by them to us.
Nominees to Serve a Three-Year Term Expiring at the 2029 Annual Meeting
Nominees to Serve a Three-Year Term Expiring at the 2029 Annual Meeting Kevin R. Ausburn, age 70, was first appointed a director of Bancorp and Great Southern in 2017. Mr. Ausburn was the Chairman and Chief Executive Officer of SMC Packaging Group in Springfield, Mo, before retiring from SMC at the end of 2024. He has served with many civic and charitable organizations, including Springfield Business Development Corporation, Ozarks Trails Council – Boy Scouts of America Board, Association of Independent Corrugated Converters Board, Good Government Committee, Voice of Business Committee, Council of Churches of the Ozarks Foundation, and Community Foundation of the Ozarks – Audit/Operations Committee. He is also a certified public accountant. Mr. Ausburn’s background as a senior executive, owner and operator of multiple businesses in the Springfield area provides a long history of entrepreneurship and managerial knowledge that are particularly valuable to the Board. He also brings to the Board knowledge and experience regarding local business and economic matters. Amelia A. Counts, age 54, was appointed a director of Bancorp and Great Southern Bank in 2024. Ms. Counts currently is Regional Vice President, Client Success at St. Louis-based Wise F&I. She has more than 25 years of experience in sales and marketing of information technology and software solutions, primarily in the automotive industry. Ms. Counts earned a bachelor’s degree from Missouri State University. She has received extensive training from several notable national sales training organizations, including the Northwestern Kellogg Sales Institute. Ms. Counts currently serves on the Board of Trustees for the Missouri State University Foundation Executive Committee and is Chair-elect of Bears WIN (Women’s Impact Network). She previously served on the Missouri State University Board of Governors from 2017 to 2023, acting as chair in 2021, and served as Vice Chair of the Search Committee for the 12th University President in 2024. In addition, Ms. Counts is a board member of St. Louis Artworks, an Advisor of the Alumni Board for Delta Zeta Sorority – Epsilon Nu Chapter and member of Focus St. Louis. Steven D. Edwards, age 60, was first appointed a director of Bancorp and Great Southern in 2022. Mr. Edwards retired in 2022 as President and Chief Executive Officer of CoxHealth, a community-based, not-for-profit health system headquartered in Springfield, Missouri. He joined CoxHealth in 1992 and held various leadership positions there before being named President and Chief Executive Officer in 2012. In that role, he was responsible for the strategic direction and daily operations of CoxHealth, which has six hospitals, more than 80 clinics and more than 12,000 employees throughout southwest Missouri. Mr. Edwards has served on numerous boards of civic and charitable organizations, including Drury University’s Board of Trustees, The Healthy Living Alliance, Burrell Behavioral Health Center, the Community Blood Center of the Ozarks and City Utilities of Springfield, and is the past Chair of the Missouri Hospital Association. Mr. Edwards’s experience as the chief executive officer of a large organization and strong ties to the local community make him a valuable member of the Board. Douglas M. Pitt, age 59, was first appointed a director of Bancorp and Great Southern in 2015. Mr. Pitt has been a technology entrepreneur for decades, currently as the owner of Pitt Technology Group, LLC. His former company, ServiceWorld Computer Center, was a past recipient of the Springfield Area Chamber of Commerce Small Business of the Year Award and was recognized as the Springfield Business Journal’s Philanthropic Business of the Year. Mr. Pitt is also the owner of Pitt Development Group, LLC, a medical office specialty real estate development company. Mr. Pitt is a well-known philanthropist and civic leader, both locally and internationally. He currently serves as a board member of WorldServe International, which operates one of the largest water drilling companies in East Africa. Locally, he founded Care to Learn, a non-profit organization with a mission to fund child health, hunger and hygiene needs. Mr. Pitt is also past Chairman of the Springfield Area Chamber of Commerce. Mr. Pitt’s experience as a business owner and entrepreneur, particularly in the information technology and real estate industries, as well as his significant community involvement, provide knowledge and leadership that are valuable to the Board. THE BOARD OF DIRECTORS 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 to the Bancorp Board of Directors, the following individuals are also members of the Bancorp 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 Bancorp is set forth below. The information concerning the continuing directors has been furnished by them to us.
Directors Serving a Term Expiring at the 2027 Annual Meeting
Directors Serving a Term Expiring at the 2027 Annual Meeting Thomas J. Carlson, age 73, was first appointed a director of Bancorp and Great Southern in 2001. Mr. Carlson is an attorney and practiced bankruptcy law until 1998. Thereafter, until 2022, he developed various apartment and housing projects in Missouri, Kansas and Oklahoma. Mr. Carlson served twice on the Springfield City Council from 1983 through 1993 and from 1997 through 2009, including seven terms as Mayor of the City of Springfield. In 2022, he founded the Springfield Daily Citizen, a nonprofit digital newspaper operating from the campus of Missouri State University. Mr. Carlson’s many years of service on the Springfield City Council and as Mayor of the City of Springfield give him deep ties to the Springfield community and a thorough understanding of local business and economic matters. He also brings to the Board knowledge and experience in real estate and legal matters. Debra Mallonee (Shantz) Hart, age 62, was first appointed a director of Bancorp and Great Southern in 2017. Ms. Hart is an attorney and practiced law for more than 25 years, representing clients in the areas of real estate development, real estate finance and business law. She is now engaged full-time in real estate development and management. Ms. Hart served as vice president and general counsel for John Q. Hammons Hotels for thirteen years. She has developed real estate for affordable housing purposes since 2008 in Missouri, Arkansas and Oklahoma. Active in the community, Ms. Hart has served on numerous community and non-profit boards, including the Board of Public Utilities of Springfield, Mo., Community Partnership of the Ozarks, Springfield Area Chamber of Commerce Board and Executive Committee (Chairman 2016), Discovery Center, Community Foundation of the Ozarks, Care to Learn (Chairman 2023) and Springfield Boy’s and Girl’s Club Trust Advisory Board. Ms. Hart’s many years of service on numerous community and non-profit boards give her deep ties to the Springfield community and a thorough understanding of local business and economic matters. She also brings to the Board knowledge and experience in real estate and legal matters. Joseph W. Turner, age 61, joined Great Southern in 1991 and became an officer of Bancorp in 1995. Mr. J. Turner became a director of Bancorp and Great Southern in 1997 and currently serves as President and Chief Executive Officer of Bancorp and Great Southern. Prior to joining Great Southern, Mr. J. Turner was an attorney with the Kansas City, Missouri law firm of Stinson LLP. Mr. J. Turner is the son of William V. Turner, who is a director and the Chairman of the Board of Bancorp and Great Southern. Mr. J. Turner is also the brother of Julie Turner Brown, who is a director of Bancorp and Great Southern. Mr. J. Turner currently serves as a board member at CoxHealth. Mr. J. Turner’s many years of experience as an executive of the Company, including as Chief Executive Officer since 2000, have given him invaluable knowledge of all aspects of the Company’s business and operations and strong leadership and organizational skills. Directors Serving a Term Expiring at the 2028 Annual Meeting Julie Turner Brown, age 64, was first appointed a director of Great Southern and Bancorp in 2002. Ms. Brown is an attorney and shareholder with the Springfield, Missouri law firm of Carnahan Evans, P.C., having joined the firm in 1996. Ms. Brown is active in local civic affairs, previously serving on the Boards of Community Foundation of the Ozarks, Care to Learn, Ozarks Technical College Foundation, Boys and Girls Club, the Foundation for Springfield Public Schools and Springfield Innovations, Inc., among others. Ms. Brown is the daughter of William V. Turner, who is a director and the Chairman of the Board of Bancorp and Great Southern, and the sister of Joseph W. Turner, who is a director and the Chief Executive Officer and President of Bancorp and Great Southern. Ms. Brown’s legal background and experience make her a particularly valuable resource to the Board. Ms. Brown also has strong ties to the local community through her involvement in civic affairs. Earl A. Steinert, Jr., age 89, was first appointed a director of Great Southern and Bancorp in 2004. Mr. Steinert was a practicing certified public accountant from 1962 until his retirement in 2006. He is the owner of EAS Investment Enterprises Inc., which owns and operates hotels in Springfield, Missouri, and was the managing general partner/owner of Mid-American Real Estate Partners, which owned and operated apartments. Mr. Steinert was a member of the American Institute of Certified Public Accountants and Missouri Society of CPAs. Mr. Steinert brings to the Board more than 40 years of experience in public accounting, as well as knowledge and experience in commercial real estate matters. William V. Turner, age 93, has served as Chairman of the Board of Great Southern since 1974, Chief Executive Officer of Great Southern from 1974 to 2000, and President of Great Southern from 1974 to 1997. Mr. W. Turner has served in similar capacities with Bancorp since its formation in 1989. Mr. W. Turner has also served as Chairman of the Board and President of various other subsidiaries of Great Southern from time to time since 1974. Mr. W. Turner is the father of Joseph W. Turner, who is a director and the Chief Executive Officer and President of Bancorp and Great Southern. Mr. W. Turner is also the father of Julie Turner Brown, who is a director of Bancorp and Great Southern. Mr. W. Turner’s service as Chairman of Great Southern for more than 50 years, including 26 years as Chief Executive Officer, has given him a thorough understanding of the Company’s business and the banking industry and invaluable institutional knowledge.
Directors’ Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Kevin R. Ausburn | $58,800 | $24,032 | --- | $82,832 | | Julie Turner Brown | 57,000 | 24,032 | --- | 81,032 | | Thomas J. Carlson | 58,600 | 24,032 | --- | 82,632 | | Amelia A. Counts | 58,600 | 24,032 | --- | 82,632 | | Steven D. Edwards | 58,600 | 24,032 | --- | 82,632 | | Debra Mallonee (Shantz) Hart | 58,600 | 24,032 | --- | 82,632 | | Douglas M. Pitt | 58,600 | 24,032 | --- | 82,632 | | Earl A. Steinert | 58,600 | 24,032 | --- | 82,632 |
Compensation Philosophy and Objectives
| ● | focus management on long term goals through long-term incentives; |
Compensation Philosophy and Objectives
| ● | emphasize long-term stock ownership of Bancorp stock by executive officers; and |
Compensation Philosophy and Objectives
While the primary components of our compensation program have been base salary, annual incentive bonus and long-term incentives in the form of stock options, the Committee also takes into account the full compensation package provided to the individual, including pension benefits, termination agreements, insurance, perquisites and other benefits. In structuring Mr. J. Turner’s base salary for 2025 and 2026, the Committee reviewed several surveys of base salaries paid to the chief executive officers of groups of financial institutions comparable to us in size and performance on a nationwide basis and based in the Midwest region. Most recently, the Committee considered the following information:
Bonuses
Bonuses Under their employment agreements, Messrs. W. and J. Turner were each previously entitled to receive annual cash bonuses equal to one-half of one percent of our fiscal year pre-tax earnings. Since 2005, Mr. W. Turner had waived his right to this bonus, with the understanding that Mr. J. Turner’s bonus, if any, could be increased by one-fourth of one percent of our fiscal year pre-tax earnings. The Compensation Committee approved this arrangement in recognition of the additional responsibilities that Mr. J. Turner had assumed from Mr. W. Turner. Mr. W. Turner’s bonus right was formally eliminated, and Mr. J. Turner’s bonus percentage was formally increased to 0.75% of our fiscal year pre-tax earnings, by amendments to their employment agreements in 2019. Effective March 5, 2020, Mr. J. Turner’s employment agreement was further amended to increase his bonus percentage to 1.00% of our fiscal year pre-tax earnings. The Compensation Committee considered a variety of factors in determining this bonus percentage increase, including the financial success of the Company, peer-based compensation data and Mr. J. Turner’s overall compensation (including non-cash compensation). 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. The amount of this bonus ($853,441 for 2023, $754,966 for 2024 and $872,970 for 2025) is included in the Summary Compensation Table below under the “Non-Equity Incentive Plan Compensation” column. Under our 2025 Annual Incentive Bonus Plan, each of the named executive officers other than Messrs. W. and J. Turner (Messrs. Copeland, Baker and Bugh) had a cash bonus opportunity of up to 10.63% of base annual salary, consisting of a targeted bonus opportunity of 8.50% of base salary and a maximum bonus opportunity of 10.63% of base salary (125% of the targeted opportunity), based on the extent to which the Company achieved targeted quarterly earnings per share results (the “quarterly bonus opportunity”). In addition, Mr. Copeland was entitled to earn a separate cash bonus equal to 0.06 percent of the Company’s fiscal year pre-tax earnings. For 2026, the bonus arrangements for Messrs. Copeland, Baker and Bugh remain unchanged. Bonuses paid to the participating named executive officers under our 2025 Annual Incentive Bonus Plan are included in the Summary Compensation Table below under the “Non-Equity Incentive Plan Compensation” column. Messrs. W. Turner and J. Turner did not participate in our 2025 Annual Incentive Bonus Plan. For the quarterly periods during 2025, the targeted and actual levels of earnings per share for the quarterly bonus opportunity were as follows: First Quarter 2025
Bonuses
| Targeted EPS | Percentage received for corporate performance component | | $0.76 | 50% | | 1.01 | 75% | | 1.13 | 90% | | 1.26 | 100% | | 1.39 | 110% | | 1.58 | 125% |
Bonuses
Earnings per share for the first quarter of 2025, calculated in accordance with accounting principles generally accepted in the United States (“GAAP”), were $1.47, which was below the maximum level of performance for the quarter but above the targeted goal derived from budget projections. Accordingly, a bonus of 110% of the quarterly bonus opportunity was awarded for the first quarter of 2025. Second Quarter 2025
Bonuses
| Targeted EPS | Percentage received for corporate performance component | | $0.77 | 50% | | 1.03 | 75% | | 1.16 | 90% | | 1.29 | 100% | | 1.42 | 110% | | 1.61 | 125% |
Bonuses
Earnings per share for the second quarter of 2025, calculated in accordance with GAAP, were $1.73, which exceeded the maximum level of performance for the quarter above the targeted goal derived from budget projections. Accordingly, a bonus of 125% of the quarterly bonus opportunity was awarded for the second quarter of 2025. Third Quarter 2025
Bonuses
| Targeted EPS | Percentage received for corporate performance component | | $0.80 | 50% | | 1.07 | 75% | | 1.21 | 90% | | 1.34 | 100% | | 1.47 | 110% | | 1.68 | 125% |
Bonuses
Earnings per share for the third quarter of 2025, calculated in accordance with GAAP, were $1.56, which was below the maximum level of performance for the quarter but above the targeted goal derived from budget projections. Accordingly, a bonus of 110% of the quarterly bonus opportunity was awarded for the third quarter of 2025. Fourth Quarter 2025
Bonuses
| Targeted EPS | Percentage received for corporate performance component | | $0.77 | 50% | | 1.03 | 75% | | 1.16 | 90% | | 1.29 | 100% | | 1.42 | 110% | | 1.61 | 125% |
Bonuses
Earnings per share for the fourth quarter of 2025, calculated in accordance with GAAP, were $1.45, which was below the maximum level of performance for the quarter but above the targeted goal derived from budget projections. Accordingly, a bonus of 110% of the quarterly bonus opportunity was awarded for the fourth quarter of 2025. General. Stock options have been an integral part of our executive compensation program. They are intended to encourage ownership and retention of Bancorp’s stock by key employees as well as non-employee members of the Board of Directors. Through stock options, the objective of aligning key employees’ long-term interests with those of stockholders may be met by providing key employees with the opportunity to build, through the achievement of corporate goals, a meaningful stake in Bancorp. In fiscal 2022, Bancorp’s stockholders approved the 2022 Omnibus Incentive Plan. Upon approval of the 2022 plan by stockholders, Bancorp’s Board of Directors froze the 2018 Equity Incentive Plan, which means that no new grants of awards will be made under that plan, but outstanding awards under the plan were not affected. The committee administering our equity plans (the “Plan Committee”), which is now the Compensation Committee, but was a separately constituted Stock Option Committee prior to January 19, 2022, considers additional options each year as needed to attract and retain employees. These grants typically have been made late in the third quarter or early in the fourth quarter of each year, though the Plan Committee retains discretion to grant options at any time during the year. Our senior management group provides recommendations to the Plan Committee for option grants for rank-and-file employees. Mr. J. Turner provides recommendations to the Plan Committee for grants to members of the senior management group other than himself. All options granted by the Plan Committee are subject to ratification by the Board of Directors, which typically occurs on the same day as the Plan Committee approval. The Board of Directors and the Plan Committee do not take material non-public information into account when determining the timing and terms of option grants, and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation. Option grants made during 2025 to the named executive officers are included in the Summary Compensation and Grants of Plan-Based Awards tables. As required by the applicable plan, stock options have an exercise price that is equal to no less than the market value of Bancorp’s common stock on the date of grant, which is the date on which the Board of Directors ratifies the approval of the grant by the Plan Committee. To provide an incentive for a sustained increase in the value of our Common Stock, stock options granted to employees and directors typically do not begin vesting until the second anniversary of the grant date, with 25% of the option vesting on that second anniversary date and 25% vesting on each anniversary date thereafter through the fifth anniversary date. The 2022 Omnibus Incentive Plan authorizes the granting of stock options, stock appreciation rights and restricted stock awards, as well as restricted stock units, performance shares and performance units. Although no incentives other than stock options have been granted to date under the 2022 plan, the Plan Committee and the Board may consider the utilization of other types of permitted incentive awards in the future. At the Annual Meeting, stockholders will be asked to approve the 2026 Omnibus Incentive Plan, which would, like the 2022 Omnibus Incentive Plan, permit the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units. If the 2026 Omnibus Incentive Plan is approved at the Annual Meeting, then no future awards will be made under the 2022 Omnibus Incentive Plan. See “Proposal III. Approval of the 2026 Omnibus Incentive Plan.” Alternative Cash Payment. The Compensation Committee has authorized the Company’s management to offer certain officers who have expressed their intent to retire from their full-time officer position within six years the opportunity to elect to receive an alternative cash payment in lieu of their typical annual stock option award, to the extent the Committee determines to grant such stock option awards. The cash payment will be made over time in annual installments, generally in December of each year, with the first installment occurring the year after the election is made and the final installment occurring (a) upon the officer’s separation from service with the Company or (b) at such later time as may be necessary to ensure compliance with Section 409A of the Internal Revenue Code. Payment of installments prior to the final installment is subject to the officer’s continued employment with the Company. The value of the alternative cash payment is calculated using the Company’s applicable per share expense calculation, determined in connection with the Company’s annual stock option award process (which typically occurs in the fourth quarter). Eligible officers must elect the alternative cash payment prior to being awarded a stock option and, once made, the election may not be rescinded. As reflected in the Summary Compensation and Grants of Plan-Based Awards tables, Mr. Copeland is the only named executive officer who elected to receive an alternative cash payment in lieu of a stock option award in 2025.
Payments Upon Termination or Change in Control
Payments Upon Termination or Change in Control Each of Messrs. W. and J. Turner has an employment agreement with Bancorp that provides for certain payments and benefits if their employment is terminated under certain scenarios, including, but not limited to, within the 12 months preceding, at the time of or within 24 months after a change in control. See “Employment Agreements.” These employment agreements thus require a “double trigger” in order for any payments or benefits under the agreements to be provided to Messrs. W. or J. Turner in connection with or following a change in control – in other words, both a change in control and an involuntary termination of employment (which includes a voluntary termination by the executive following a material reduction in his duties, responsibilities or benefits) must occur. The purpose of providing the change in control payments and benefits is to attract and retain top level executives of the highest caliber and mitigate the risk to these executives that their employment will be involuntarily terminated in the event we are acquired. At the same time, the mere sale of our company will not automatically trigger a payout, as our intention is to induce the executive to remain employed following a change in control so long as the acquiring company so desires without a material reduction in the executive’s duties, responsibilities or benefits. Each of the employment agreements with Messrs. W. and J. Turner previously contained a tax gross up provision which provided generally that if the executive received payments or benefits in connection with a change in control, then to the extent such payments or benefits constituted “parachute payments” under Section 280G of the Internal Revenue Code, he generally would be paid an additional amount (referred to as a “gross up payment”) that would offset, on an after tax basis, the effect of any excise tax consequently imposed on him under Section 4999 of the Internal Revenue Code. The employment agreements were amended on November 17, 2021 to eliminate the gross up provision. As amended, each employment agreement now provides that if the severance benefits payable to the executive would be a parachute payment under Section 280G of the Internal Revenue Code and trigger the excise tax under Section 4999 of the Internal Revenue Code, then the severance benefits will be reduced to the executive’s threshold under Section 280G of the Internal Revenue Code so that no excise taxes are payable by the executive, unless the executive would receive a greater net-after-tax benefit if he received all of his severance benefits and paid the applicable excise tax himself. We do not have employment or severance agreements with any of our other named executive officers. To mitigate the risk of loss of benefits to these officers if a change in control occurs, their unvested stock options (like the unvested stock options of all other employees) will vest in full upon a change in control.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation paid to or earned by the named executive officers for the years ended December 31, 2025, 2024 and 2023:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($) | Option Awards $(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings($)(4) | All Other Compensation ($)(5) | Total ($) | | William V. Turner | 2025 | $257,140 | $--- | $--- | $93,756 | $--- | $88,000 | $190,484 | $629,380 | | Chairman of the | 2024 | 257,140 | --- | --- | 117,312 | --- | 63,000 | 192,716 | 630,168 | | Board of Bancorp and | 2023 | 254,130 | --- | --- | 91,494 | --- | 96,000 | 185,536 | 627,160 | | Great Southern | | | | | | | | | | | Joseph W. Turner | 2025 | $518,072 | $--- | $--- | $93,756 | $872,970 | $138,000 | $192,479 | $1,815,277 | | Chief Executive | 2024 | 504,646 | --- | --- | 117,312 | 754,966 | 3,000 | 183,448 | 1,563,373 | | Officer and President | 2023 | 487,463 | --- | --- | 91,494 | 853,441 | 157,000 | 189,844 | 1,779,242 | | of Bancorp and Great | | | | | | | | | | | Southern | | | | | | | | | | | Rex A. Copeland | 2025 | $509,828 | $--- | $--- | $--- | $101,525 | $104,000 | $48,849 | $764,202 | | Treasurer of Bancorp | 2024 | 492,661 | --- | --- | --- | 91,965 | 18,000 | 64,565 | 667,191 | | and Senior Vice | 2023 | 467,838 | --- | --- | --- | 68,685 | 110,000 | 72,700 | 719,223 | | President and Chief | | | | | | | | | | | Financial Officer of | | | | | | | | | | | Great Southern | | | | | | | | | | | Kevin L. Baker | 2025 | $509,078 | $--- | $--- | $57,696 | $49,147 | $72,000 | $14,231 | $702,152 | | Chief Credit Officer | 2024 | 492,661 | --- | --- | 72,192 | 46,667 | 9,000 | 14,031 | 634,551 | | and Vice President | 2023 | 467,213 | --- | --- | 56,304 | 17,478 | 79,000 | 13,431 | 633,426 | | of Great Southern | | | | | | | | | | | John M. Bugh | 2025 | $507,828 | $--- | $--- | $57,696 | $49,147 | $--- | $34,368 | $649,039 | | Chief Lending Officer | 2024 | 492,661 | --- | --- | 72,192 | 46,667 | --- | 29,909 | 641,429 | | and Vice President | 2023 | 467,213 | --- | --- | 56,304 | 17,478 | --- | 24,771 | 565,766 | | of Great Southern | | | | | | | | | |
Summary Compensation Table
| (1) For Messrs. W. and J. Turner, the 2025, 2024 and 2023 amounts in the table include directors’ fees of $57,000, $57,000 and $54,000, respectively. |
Summary Compensation Table
| (2) Represents the grant date fair value of the award determined in accordance with ASC Topic 718 using the Black-Scholes option-pricing model. The assumptions used in the Black-Scholes option-pricing model to calculate the grant date fair value of these awards are included in Note 19 of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. Mr. Copeland, who otherwise would have received option awards in 2025, 2024 and 2023 with grant date fair values of $57,696, $72,192 and $56,304, respectively, elected to receive alternative cash payments, the amounts of which ($34,618 for 2025, $50,534 for 2024 and $45,043 for 2023, payable in annual installments) are included for him in 2025, 2024 and 2023 under the “All Other Compensation” column. |
Summary Compensation Table
| (3) Represents incentive bonus awards earned for the years shown in the table. |
Summary Compensation Table
| (4) Represents the changes during the years shown in the table in the actuarial present value of the named executive officer’s accumulated benefit under Great Southern’s multi-employer defined benefit pension plan. The assumptions used for this calculation were the same as those used for the calculation of the present value of accumulated benefit in the table under “Pension Benefits.” Mr. Bugh is not eligible for this benefit. |
Summary Compensation Table
| (5) For Messrs. W. Turner, J. Turner, and Bugh, the 2025 amounts in the table include the aggregate incremental cost to Bancorp of certain perquisites and other personal benefits provided to them, comprised of the following: for Mr. W. Turner, the payment of club dues, use of tickets to various local sporting events and use of a company car and driver; for Mr. J. Turner, personal use of company aircraft, the payment of club dues, use of tickets to various local sporting events and payment of cost of executive physical; and for Mr. Bugh, the payment of club dues. SEC rules require that each perquisite or other personal benefit provided to a named executive officer that exceeds the greater of $25,000 or 10% of the total amount of perquisites and other personal benefits for that officer be quantified. There were no such perquisites or other personal benefits provided to named executive officers during 2025 that are required to be quantified, other than $48,470 for personal use of company aircraft for Mr. J. Turner. For Messrs. Copeland and Baker, the aggregate incremental cost to Bancorp of the perquisites and other personal benefits provided during 2025 was less than $10,000; in accordance with the rules of the SEC, the amounts of these perquisites and other personal benefits are not included in the table. For Messrs. W. Turner, J. Turner, Copeland, Baker and Bugh, the amounts in the table for 2025 also include the following: (a) company matching contributions under our 401(k) plan (Mr. W. Turner - $10,058, Mr. J. Turner - $14,000, Mr. Copeland - $14,000, Mr. Baker - $14,000 and Mr. Bugh - $14,000); (b) officer life insurance premiums (Mr. W. Turner - $116, Mr. J. Turner - $231, Mr. Copeland - $231, Mr. Baker - $231 and Mr. Bugh - $231); (c) additional life insurance and long-term disability insurance premiums (Mr. J. Turner - $24,826 and $26,430, respectively); (d) reimbursement for tax liability resulting from payment of additional term life insurance and long-term disability insurance premiums – (Mr. J. Turner - $47,225); (e) reimbursement for tax liability resulting from use of company car and driver (Mr. W. Turner - $16,644); (f) benefit payments under our pension plan to Mr. W. Turner - $129,000; and (g) alternative cash payment to Mr. Copeland in lieu of an option award - $34,618. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards to the named executive officers during 2025.
Grants of Plan-Based Awards
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares | All Other Option Awards: Number of Securities Under | Exercise Price of | Grant Date Fair Value of | | Name | Grant Date | Thres- hold ($)(1) | Target ($)(1) | Maximum ($)(1) | Thres- hold ($) | Target ($) | Maximum ($) | of Stock or Units (#) | lying Options (#)(2) | Option Awards ($/Sh) | Stock and Option Awards(3) | | William V. Turner | n/a | $--- | $--- | $--- | --- | --- | --- | --- | --- | --- | --- | | | 11/19/25 | --- | --- | --- | --- | --- | --- | --- | 7,800 | $57.29 | $93,756 | | Joseph W. Turner | n/a | $--- | $--- | $--- | --- | --- | --- | --- | --- | --- | --- | | | 11/19/25 | --- | --- | --- | --- | --- | --- | --- | 7,800 | $57.29 | $93,756 | | Rex A. Copeland | n/a | $--- | $--- | $54,033 | --- | --- | --- | --- | --- | --- | --- | | | 11/19/25(4) | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Kevin L. Baker | n/a | $--- | $--- | $54,033 | --- | --- | --- | --- | --- | --- | --- | | | 11/19/25 | --- | --- | --- | --- | --- | --- | --- | 4,800 | $57.29 | $57,696 | | John M. Bugh | n/a | $--- | $--- | $54,033 | --- | --- | --- | --- | --- | --- | --- | | | 11/19/25 | --- | --- | --- | --- | --- | --- | --- | 4,800 | $57.29 | $57,696 |
Grants of Plan-Based Awards
| (1) Under our 2025 Annual Incentive Bonus Plan, participating officers, which included Messrs. Copeland, Baker and Bugh, could earn a cash bonus of up to 10.63% of base annual salary based on the achievement of targeted earnings per share, as reflected in the table. Mr. Copeland was eligible to earn an additional cash bonus for 2025 equal to 0.06 percent of the Company’s pre-tax net income. Under his employment agreement, Mr. J. Turner was entitled to an annual cash bonus for 2025 equal to one percent of the Company’s pre-tax net income. Mr. W. Turner was not entitled to an annual cash bonus pursuant to his employment agreement. See “Compensation Discussion and Analysis-Bonuses.” The actual bonus amounts awarded to the named executive officers for 2025 are set forth in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. |
Grants of Plan-Based Awards
| (2) Represents a stock option grant under Bancorp’s 2022 Omnibus Incentive Plan that is scheduled to vest in 25% increments beginning November 19, 2027. |
Grants of Plan-Based Awards
| (3) Represents the grant date fair value of the award determined in accordance with ASC Topic 718 using the Black-Scholes option-pricing model. The assumptions used in the Black-Scholes option-pricing model to calculate the grant date fair value of these awards are included in Note 19 of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. |
Grants of Plan-Based Awards
| (4) Mr. Copeland, who otherwise would have been granted on November 19, 2025, an option to purchase 4,800 shares at an exercise price of $57.29, vesting in 25% annual increments beginning November 19, 2027, elected to receive an alternative cash payment of $34,618, payable in annual installments (subject to continued employment with the Company through each payment date) approximately as follows: $8,654 on December 31, 2026, $8,654 on December 31, 2027, $8,655 on December 29, 2028 and $8,655 on July 13, 2029. See “Compensation Discussion and Analysis—Stock Options-Alternative Cash Payment.” |
Grants of Plan-Based Awards
Each of Messrs. W. and J. Turner has an employment agreement with Bancorp. For descriptions of these agreements, see “Employment Agreements.”
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table provides information regarding each unexercised stock option held by each of our named executive officers as of December 31, 2025:
Outstanding Equity Awards at December 31, 2025
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | William V. Turner | 6,000 | --- | --- | 41.3000 | 10/24/2026 | --- | --- | --- | --- | | | 6,000 | --- | --- | 52.2000 | 11/15/2027 | --- | --- | --- | --- | | | 7,000 | --- | --- | 55.0000 | 11/28/2028 | --- | --- | --- | --- | | | 7,000 | --- | --- | 60.1500 | 11/20/2029 | --- | --- | --- | --- | | | 7,500 | --- | --- | 41.7400 | 10/26/2030 | --- | --- | --- | --- | | | 5,813 | 1,937(1) | --- | 57.9800 | 11/17/2031 | --- | --- | --- | --- | | | 3,900 | 3,900(2) | --- | 61.5500 | 11/16/2032 | --- | --- | --- | --- | | | 1,950 | 5,850(3) | --- | 53.2200 | 11/15/2033 | --- | --- | --- | --- | | | --- | 7,800(4) | --- | 61.7900 | 11/20/2034 | --- | --- | --- | --- | | | --- | 7,800(5) | --- | 57.2900 | 11/19/2035 | --- | --- | --- | --- | | Total | 45,163 | 27,287 | | | | | | | | | Joseph W. Turner | 6,000 | --- | --- | 41.3000 | 10/24/2026 | --- | --- | --- | --- | | | 6,000 | --- | --- | 52.2000 | 11/15/2027 | --- | --- | --- | --- | | | 7,000 | --- | --- | 55.0000 | 11/28/2028 | --- | --- | --- | --- | | | 7,000 | --- | --- | 60.1500 | 11/20/2029 | --- | --- | --- | --- | | | 7,500 | --- | --- | 41.7400 | 10/26/2030 | --- | --- | --- | --- | | | 5,813 | 1,937(1) | --- | 57.9800 | 11/17/2031 | --- | --- | --- | --- | | | 3,900 | 3,900(2) | --- | 61.5500 | 11/16/2032 | --- | --- | --- | --- | | | 1,950 | 5,850(3) | --- | 53.2200 | 11/15/2033 | --- | --- | --- | --- | | | --- | 7,800(4) | --- | 61.7900 | 11/20/2034 | --- | --- | --- | --- | | | --- | 7,800(5) | --- | 57.2900 | 11/19/2035 | --- | --- | --- | --- | | Total | 45,163 | 27,287 | | | | | | | | | Rex A. Copeland | 1,797 | --- | --- | 41.3000 | 10/24/2026 | --- | --- | --- | --- | | | 4,200 | --- | --- | 52.2000 | 11/15/2027 | --- | --- | --- | --- | | | 4,200 | --- | --- | 55.0000 | 11/28/2028 | --- | --- | --- | --- | | | 4,200 | --- | --- | 60.1500 | 11/20/2029 | --- | --- | --- | --- | | | 4,500 | --- | --- | 41.7400 | 10/26/2030 | --- | --- | --- | --- | | | 3,563 | 1,187(6) | --- | 57.9800 | 11/17/2031 | --- | --- | --- | --- | | | 2,400 | 2,400(7) | --- | 61.5500 | 11/16/2032 | --- | --- | --- | --- | | Total | 24,860 | 3,587 | | | | | | | | | Kevin L. Baker | 2,800 | --- | --- | 52.2000 | 11/15/2027 | --- | --- | --- | --- | | | 3,500 | --- | --- | 55.0000 | 11/28/2028 | --- | --- | --- | --- | | | 3,800 | --- | --- | 60.1500 | 11/20/2029 | --- | --- | --- | --- | | | 4,500 | --- | --- | 41.7400 | 10/26/2030 | --- | --- | --- | --- | | | 3,563 | 1,187(6) | --- | 57.9800 | 11/17/2031 | --- | --- | --- | --- | | | 2,400 | 2,400(7) | --- | 61.5500 | 11/16/2032 | --- | --- | --- | --- | | | 1,200 | 3,600(8) | --- | 53.2200 | 11/15/2033 | --- | --- | --- | --- | | | --- | 4,800(9) | --- | 61.7900 | 11/20/2034 | --- | --- | --- | --- | | | --- | 4,800(10) | --- | 57.2900 | 11/19/2035 | --- | --- | --- | --- | | Total | 21,763 | 16,787 | | | | | | | |
Outstanding Equity Awards at December 31, 2025
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | John M. Bugh | 2,500 | --- | --- | 41.3000 | 10/24/2026 | --- | --- | --- | --- | | | 2,800 | --- | --- | 52.2000 | 11/15/2027 | --- | --- | --- | --- | | | 3,500 | --- | --- | 55.0000 | 11/28/2028 | --- | --- | --- | --- | | | 3,800 | --- | --- | 60.1500 | 11/20/2029 | --- | --- | --- | --- | | | 4,500 | --- | --- | 41.7400 | 10/26/2030 | --- | --- | --- | --- | | | 3,563 | 1,187(6) | --- | 57.9800 | 11/17/2031 | --- | --- | --- | --- | | | 2,400 | 2,400(7) | --- | 61.5500 | 11/16/2032 | --- | --- | --- | --- | | | 1,200 | 3,600(8) | --- | 53.2200 | 11/15/2033 | --- | --- | --- | --- | | | --- | 4,800(9) | --- | 61.7900 | 11/20/2034 | --- | --- | --- | --- | | | --- | 4,800(10) | --- | 57.2900 | 11/19/2035 | --- | --- | --- | --- | | Total | 24,263 | 16,787 | | | | | | | |
Outstanding Equity Awards at December 31, 2025
| (1) Vesting schedule is as follows: 1,937 shares on November 17, 2026. | | (2) Vesting schedule is as follows: 1,950 shares on November 16, 2026 and 2027. | | (3) Vesting schedule is as follows: 1,950 shares on November 15, 2026, 2027 and 2028. | | (4) Vesting schedule is as follows: 1,950 shares on November 20, 2026, 2027, 2028 and 2029. | | (5) Vesting schedule is as follows: 1,950 shares on November 19, 2027, 2028, 2029 and 2030. | | (6) Vesting schedule is as follows: 1,187 shares on November 17, 2026. | | (7) Vesting schedule is as follows: 1,200 shares on November 16, 2026 and 2027. | | (8) Vesting schedule is as follows: 1,200 shares on November 15, 2026, 2027 and 2028. | | (9) Vesting schedule is as follows: 1,200 shares on November 20, 2026, 2027, 2028 and 2029. | | (10) Vesting schedule is as follows: 1,200 shares on November 19, 2027, 2028, 2029 and 2030. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth information about stock options exercised during the year ended December 31, 2025, by each named executive officer:
Option Exercises and Stock Vested
| | Option Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | William V. Turner | --- | $--- | | Joseph W. Turner | --- | $--- | | Rex A. Copeland | 2,403 | $35,348 | | Kevin L. Baker | 5,000 | $70,011 | | John M. Bugh | 1,750 | $12,198 |
Option Exercises and Stock Vested
| (1) Represents amount 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. |
Pension Benefits
Pension Benefits Great Southern participates in the Pentegra Financial Institutions Retirement Fund, a multi-employer comprehensive defined benefit pension plan. Effective July 1, 2006, this plan was closed to new participants. Employees already in the plan as of that date generally continue to accrue benefits. Mr. W. Turner is no longer accruing additional benefits under the plan. A participant becomes fully vested after five years of service or upon attaining age 65 regardless of the number of years of service. The annual benefit for normal retirement (after attaining age 65) is calculated as follows: [(2% x years of service prior to 7/1/2006 x “high-five average salary” through 6/30/2006) – (1% x years of service prior to 7/1/2006 x “high-five average salary” through 6/30/2006)] + (1% x years of service before and after 7/1/2006 x “high-five average salary” before and after 7/1/2006) = annual benefit The “high-five average salary” refers to the participant’s average annual salary for the five consecutive years of highest salary. A participant retiring with 30 years of service (15 prior to 07/01/2006 and 15 after 07/01/2006) and a high-five average salary of $40,000 ($30,000 prior to July 1, 2006) would receive an annual benefit of $16,500 computed as ((2% x 15 x $30,000) – (1% x 15 x $30,000) + (1% x 30 x $40,000)); $9,000 – $4,500 + $12,000 = $16,500. A participant becomes eligible for early retirement at age 45, in which case the benefit, otherwise payable beginning at age 65, is reduced by applying an early retirement factor based on his or her age when payments begin. The factor is determined by subtracting the following from 100%: 6% for each year between age 60 and 65, 4% for each year between age 55 and 60 and 3% for each year between age 45 and 55. If payments were to begin at age 55, the early retirement factor would be 50%. A participant taking early retirement at age 55 with 18 years of service and a high-five average salary of $90,000 prior to July 1, 2006 and 12 years of service after July 1, 2006 and a high-five average salary of $100,000 ($90,000 before July 1, 2006) receives an annual benefit of $23,100 computed as (((2% x 18 x $90,000) – (1% x 18 x $90,000) + (1% x 30 x $100,000)) x 50%). Each of Messrs. J. Turner, Copeland and Baker are currently eligible for early retirement under the pension plan. The regular form of retirement benefit (whether normal or early) is guaranteed for the life of the participant, but not less than 120 monthly installments. If a retired participant dies before receiving 120 monthly installments, his or her beneficiary would be entitled to the present value of the unpaid installments in a lump sum (or in installments, at the election of the participant or his or her beneficiary). If a participant dies in active service after having become vested, his or her beneficiary is entitled to a lump sum death benefit equal to the present value of 120 monthly retirement benefit installments which would have been payable had the participant’s retirement benefits commenced on the first day of the month after the month in which he or she died. The benefit under the pension plan is subject to Internal Revenue Service annual compensation limits (generally $350,000 for 2025 and $360,000 for 2026). The following table sets forth information regarding benefits payable to the named executive officers under the pension plan.
Pension Benefits
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | William V. Turner | Pentegra Retirement Fund | 24 | $729,000 | $129,000 | | Joseph W. Turner | Pentegra Retirement Fund | 34 | 1,432,000 | --- | | Rex A. Copeland | Pentegra Retirement Fund | 25 | 913,000 | --- | | Kevin L. Baker | Pentegra Retirement Fund | 20 | 569,000 | --- | | John M. Bugh | Not eligible under the plan | --- | --- | --- |
Pension Benefits
The information contained in the table above was provided to us by Pentegra Retirement Services. The amounts shown for the present value of accumulated benefit were calculated by Pentegra Retirement Services assuming an age 65 retirement date, a discount rate of 5.61% and the Pri-2012 Mortality table (with IRS 2024 Adjusted Scale MP-2021). The following table sets forth information regarding the qualified plan service cost to the named executive officers under the pension plan.
Pension Benefits
| | | Qualified Plan Service Cost | | | | | | For the Year Ended December 31, | | | | Name | Plan Name | 2025 | 2024 | 2023 | | William V. Turner | Pentegra Retirement Fund | $--- | $--- | $--- | | Joseph W. Turner | Pentegra Retirement Fund | 36,000 | 37,000 | 43,000 | | Rex A. Copeland | Pentegra Retirement Fund | 36,000 | 37,000 | 41,000 | | Kevin L. Baker | Pentegra Retirement Fund | 30,000 | 34,000 | 31,000 | | John M. Bugh | Not eligible under the plan | --- | --- | --- |
Pension Benefits
The information contained in the table above was provided to us by Pentegra Retirement Services. For the years ending December 31, 2025, 2024 and 2023, a discount rate of 5.61%, 4.83% and 5.02%, respectively, was used in the above table.
Potential Payments Upon Termination of Employment
Potential Payments Upon Termination of Employment Messrs. W. and J. Turner. The following tables summarize the approximate value of the termination payments and benefits that Messrs. W. and J. Turner would have received if their employment had been terminated on December 31, 2025 under the circumstances shown. The tables also exclude (i) amounts accrued through December 31, 2025 that would be paid in the normal course of continued employment, such as accrued but unpaid salary and bonus amounts, (ii) vested account balances under Great Southern’s 401(k) plan and (iii) vested account balances under our defined benefit pension plan, as described under “Pension Benefits.”
CEO Pay Ratio
CEO Pay Ratio As required by the Dodd-Frank Act and the SEC’s implementing rules, we are providing the following information about the relationship of the compensation of our President and CEO, Joseph W. Turner, to the compensation of our median employee. The pay ratio set forth below is a reasonable estimate determined in a manner consistent with the SEC’s rules. For 2025, our last completed fiscal year:
CEO Pay Ratio
| ● | the annual total compensation of our median employee was $39,474; |
CEO Pay Ratio
| ● | the annual total compensation of our President and CEO was $1,815,277; and |
CEO Pay Ratio
| ● | the ratio of the annual total compensation of our President and CEO to the annual total compensation of our median employee was 46 to 1. |
CEO Pay Ratio
To identify our median employee, as well as to determine the annual total compensation of our median employee and our President and CEO, we took the following steps:
CEO Pay Ratio
| ● | To identify the “median employee,” we compared the amount of total cash earnings (base salary, bonus, paid time off and any other cash payments) during the year ended December 31, 2025 for each employee (other than our President and CEO) included in our payroll records as of December 31, 2025. Earnings were annualized for those employees who were not employed for the full year. Because there was an even number of employees in the population, we designated the employee with the lower level of compensation between the two middlemost employees as the median employee. |
CEO Pay Ratio
| ● | Once we identified our median employee, we combined all of the applicable elements of such employee’s compensation for 2025 in accordance with the SEC’s rules for reporting compensation in the Summary Compensation Table and used the amount that would be reportable in the “Total” column of that table as such employee’s annual total compensation. |
CEO Pay Ratio
| ● | With respect to the annual total compensation of our President and CEO, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table included in this proxy statement. |
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 December 31, 2025, 2024, 2023, 2022 and 2021 and our financial performance for each fiscal year:
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (in thousands) (7) | Diluted Earnings Per Common Share(8) | | 2025 | $1,815,277 | $1,715,098 | $686,193 | $634,901 | $144.49 | $159.02 | $70,973 | $6.19 | | 2024 | 1,563,373 | 1,585,189 | 643,335 | 631,274 | 110.75 | 122.10 | 61,807 | 5.26 | | 2023 | 1,779,242 | 1,648,996 | 636,394 | 566,591 | 107.03 | 100.08 | 67,800 | 5.61 | | 2022 | 1,696,915 | 1,769,914 | 558,415 | 600,505 | 104.07 | 98.03 | 75,948 | 6.02 | | 2021 | 1,671,003 | 1,838,211 | 525,616 | 612,134 | 100.94 | 113.59 | 74,627 | 5.46 |
Pay Versus Performance
| (1) Represents the total compensation of our principal executive officer (“PEO”), Joseph W. Turner, as reported in the Summary Compensation Table (“SCT”) for each year indicated. Refer to the “Summary Compensation Table” above. Mr. J. Turner served as our PEO during those years. |
Pay Versus Performance
| (2) Represents the amount of “compensation actually paid” to Mr. J. Turner, 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. J. Turner during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. J. Turner’s total compensation for each year to determine the compensation actually paid: |
Pay Versus Performance
Reconciliation of PEO SCT Total and Compensation Actually Paid
Pay Versus Performance
| | 2025 | 2024 | 2023 | 2022 | 2021 | | Total compensation as reported in SCT | $1,815,277 | $1,563,373 | $1,779,242 | $1,696,915 | $1,671,003 | | Change in pension values reported in SCT for covered fiscal year | (138,000) | (3,000) | (157,000) | --- | (14,000) | | Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in covered fiscal year | 36,000 | 37,000 | 43,000 | 40,000 | 39,000 | | Fair value of equity awards granted during covered fiscal year | (93,756) | (117,312) | (91,494) | (105,144) | (89,590) | | 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 | 124,410 | 112,866 | 130,806 | 110,370 | 103,075 | | 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 | (7,461) | (4,257) | (15,594) | 19,565 | 102,823 | | 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 | (21,372) | (3,481) | (39,964) | 8,208 | 25,900 | | Total compensation actually paid to PEO | $1,715,098 | $1,585,189 | $1,648,996 | $1,769,914 | $1,838,211 |
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 as follows: William V. Turner, Rex A. Copeland, Kevin L. Baker and John M. Bugh. | | (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
| | 2025 | 2024 | 2023 | 2022 | 2021 | | Total compensation as reported in SCT | $686,193 | $643,335 | $636,394 | $558,415 | $525,616 | | Change in pension values reported in SCT for covered fiscal year | (66,000) | (22,500) | (71,250) | --- | (28,750) | | Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in covered fiscal year | 16,500 | 17,750 | 18,000 | 19,250 | 18,750 | | Fair value of equity awards granted during covered fiscal year | (52,287) | (65,424) | (51,026) | (74,814) | (63,580) | | 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 | 69,383 | 62,945 | 72,950 | 78,532 | 73,150 | | 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 | (4,530) | (2,413) | (11,033) | 13,695 | 70,056 | | 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 | (14,358) | (2,419) | (27,444) | 5,427 | 16,892 | | Total average compensation actually paid to non-PEO NEOs | $634,901 | $631,274 | $566,591 | $600,505 | $612,134 |
Pay Versus Performance
| (5) Represents the cumulative five-year total return to shareholders of our common stock and assumes that the value of the investment was $100 on December 31, 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 five-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. | | (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 four most recently completed fiscal years as reported in the table above:
Stock Ownership of Management
| (6) Includes 17,206 shares held by Mr. Carlson’s spouse. Also includes 11,000 shares which may be acquired through option exercises. | | (7) Includes 11,000 shares which may be acquired through option exercises. | | (8) Includes 9,000 shares which may be acquired through option exercises. | | (9) Includes 16,000 shares which may be acquired through option exercises. | | (10) Includes 1,500 shares which may be acquired through option exercises. | | (11) Includes 23,063 shares which may be acquired through option exercises. | | (12) Includes 21,763 shares which may be acquired through option exercises. Also reflects units held by Mr. Baker in the Company Common Stock fund under Great Southern’s 401(k) plan, which were equivalent to approximately 9,624 shares of Common Stock. | | (13) Includes 24,263 shares which may be acquired through option exercises and 1,790 shares pledged to secure a personal loan. Also reflects units held by Mr. Bugh in the Company Common Stock fund under Great Southern’s 401(k) plan, which were equivalent to approximately 4,694 shares of Common Stock. | | (14) Includes an aggregate of 212,302 shares which may be acquired through option exercises by all directors and executive officers as a group. Also reflects units held by members of that group in the Company Common Stock fund under Great Southern’s 401(k) plan, which were equivalent to an aggregate of approximately 41,550 shares of Common Stock. |