GREAT SOUTHERN BANCORP, INC., DEF 14A filed on 3/27/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name GREAT SOUTHERN BANCORP, INC.
Entity Central Index Key 0000854560
v3.25.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

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, 2024, 2023, 2022, 2021 and 2020 and our financial performance for each fiscal year:

 

                    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)

 
2024   $1,563,373   $1,585,189   $643,335   $641,524   $110.75   $122.10   $61,807   $5.26 
2023    1,779,242    1,648,996    636,394    560,841    107.03    100.08    67,800    5.61 
2022    1,696,915    1,769,914    558,415    619,756    104.07    98.03    75,948    6.02 
2021    1,671,003    1,838,211    525,616    621,300    100.94    113.59    74,627    5.46 
2020    1,604,219    1,194,469    551,353    336,824    81.25    85.98    59,313    4.21 

 

(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.
(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:
(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:
(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, 2019 and that the subsequent dividends were reinvested. The stock price performance included in this column is not necessarily indicative of future stock price 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.
(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.
        
Company Selected Measure Name diluted earnings per common share        
Named Executive Officers, Footnote 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.        
PEO Total Compensation Amount [1] $ 1,563,373 $ 1,779,242 $ 1,696,915 $ 1,671,003 $ 1,604,219
PEO Actually Paid Compensation Amount [2] $ 1,585,189 1,648,996 1,769,914 1,838,211 1,194,469
Adjustment To PEO Compensation, Footnote

Reconciliation of PEO SCT Total and Compensation Actually Paid

 

   2024   2023   2022   2021   2020 
Total compensation as reported in SCT  $1,563,373   $1,779,242   $1,696,915   $1,671,003   $1,604,219 
Pension values reported in SCT for covered fiscal year   (3,000)   (157,000)   ---    (14,000)   (258,000)
Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in covered fiscal year   37,000    43,000    40,000    39,000    34,000 
Fair value of equity awards granted during covered fiscal year   (117,312)   (91,494)   (105,144)   (89,590)   (54,750)
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   112,866    130,806    110,370    103,075    94,125 
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   (4,257)   (15,594)   19,565    102,823    (152,630)
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   (3,481)   (39,964)   8,208    25,900    (72,495)
Total compensation actually paid to PEO  $1,585,189   $1,648,996   $1,769,914   $1,838,211   $1,194,469 
        
Non-PEO NEO Average Total Compensation Amount [3] $ 643,335 636,394 558,415 525,616 551,353
Non-PEO NEO Average Compensation Actually Paid Amount [4] $ 641,524 560,841 619,756 621,300 336,824
Adjustment to Non-PEO NEO Compensation Footnote

Reconciliation of Non-PEO NEOs SCT Total and Compensation Actually Paid

 

   2024   2023   2022   2021   2020 
Total compensation as reported in SCT  $643,335   $636,394   $558,415   $525,616   $551,353 
Pension values reported in SCT for covered fiscal year   (30,000)   (95,000)   ---    (38,333)   (128,000)
Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in covered fiscal year   35,500    36,000    38,500    37,500    32,500 
Fair value of equity awards granted during covered fiscal year   (65,424)   (51,026)   (74,814)   (63,580)   (38,325)
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   62,945    72,950    78,533    73,150    65,888 
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   (2,413)   (11,033)   13,695    70,055    (100,476)
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   (2,419)   (27,444)   5,427    16,892    (46,116)
Total average compensation actually paid to non-PEO NEOs  $641,524   $560,841   $619,756   $621,300   $336,824 
        
Compensation Actually Paid vs. Total Shareholder Return

 

        
Compensation Actually Paid vs. Net Income

 

        
Compensation Actually Paid vs. Company Selected Measure

 

        
Total Shareholder Return Vs Peer Group

  

        
Tabular List, Table

The following list presents the most important financial measures, as determined by the Compensation Committee, used by the Company to link compensation actually paid to our NEOs, for fiscal year 2024, to the Company’s performance:

 

  ● Diluted earnings per common share
     
  ● Comparison of actual performance to budgeted expectations
     
  ● Return on average assets
     
  ● Return on average tangible common equity
     
  ● Pre-provision net revenue
     
  ● Net interest margin
     
  ● Net charge-off ratio
        
Total Shareholder Return Amount $ 110.75 [4] 107.03 [5] 104.07 [5] 100.94 [5] 81.25 [5]
Peer Group Total Shareholder Return Amount [6] 122.1 100.08 98.03 113.59 85.98
Net Income (Loss) [7] $ 61,807,000 $ 67,800,000 $ 75,948,000 $ 74,627,000 $ 59,313,000
Company Selected Measure Amount [8] 5.26 5.61 6.02 5.46 4.21
PEO Name Joseph W. Turner        
Measure:: 1          
Pay vs Performance Disclosure          
Name Diluted earnings per common share        
Measure:: 2          
Pay vs Performance Disclosure          
Name Comparison of actual performance to budgeted expectations        
Measure:: 3          
Pay vs Performance Disclosure          
Name Return on average assets        
Measure:: 4          
Pay vs Performance Disclosure          
Name Return on average tangible common equity        
Measure:: 5          
Pay vs Performance Disclosure          
Name Pre-provision net revenue        
Measure:: 6          
Pay vs Performance Disclosure          
Name Net interest margin        
Measure:: 7          
Pay vs Performance Disclosure          
Name Net charge-off ratio        
Total compensation as reported in SCT [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 1,563,373 $ 1,779,242 $ 1,696,915 $ 1,671,003 $ 1,604,219
Non-PEO NEO Average Compensation Actually Paid Amount 643,335 636,394 558,415 525,616 551,353
Pension values reported in SCT for covered fiscal year [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount (3,000) (157,000) (14,000) (258,000)
Non-PEO NEO Average Compensation Actually Paid Amount (30,000) (95,000) (38,333) (128,000)
Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in covered fiscal year [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 37,000 43,000 40,000 39,000 34,000
Non-PEO NEO Average Compensation Actually Paid Amount 35,500 36,000 38,500 37,500 32,500
Fair value of equity awards granted during covered fiscal year [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount (117,312) (91,494) (105,144) (89,590) (54,750)
Non-PEO NEO Average Compensation Actually Paid Amount (65,424) (51,026) (74,814) (63,580) (38,325)
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 [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 112,866 130,806 110,370 103,075 94,125
Non-PEO NEO Average Compensation Actually Paid Amount 62,945 72,950 78,533 73,150 65,888
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 [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount (4,257) (15,594) 19,565 102,823 (152,630)
Non-PEO NEO Average Compensation Actually Paid Amount (2,413) (11,033) 13,695 70,055 (100,476)
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 [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount (3,481) (39,964) 8,208 25,900 (72,495)
Non-PEO NEO Average Compensation Actually Paid Amount (2,419) (27,444) 5,427 16,892 (46,116)
Total compensation actually paid to PEO [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 1,585,189 1,648,996 1,769,914 1,838,211 1,194,469
Total average compensation actually paid to non-PEO NEOs [Member]          
Pay vs Performance Disclosure          
Non-PEO NEO Average Compensation Actually Paid Amount $ 641,524 $ 560,841 $ 619,756 $ 621,300 $ 336,824
[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.
[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:
[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:
[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, 2019 and that the subsequent dividends were reinvested. The stock price performance included in this column is not necessarily indicative of future stock price 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.
[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.
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing, How MNPI Considered 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 2024 to the named executive officers are included in the Summary Compensation and Grants of Plan-Based Awards tables.
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true