GSBC Great Southern Bancorp Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

GREAT SOUTHERN BANCORP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, If other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

GREAT SOUTHERN BANCORP, INC.

1451 E. Battlefield

Springfield, Missouri 65804

(417) 887-4400

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 7, 2025

You are hereby notified and cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Great Southern Bancorp, Inc. (“Bancorp”), which will be held on May 7, 2025 at 10:00 a.m. Central Daylight Time. This year’s Annual Meeting will be a virtual meeting and will not be held at a physical location. You will be able to attend the Annual Meeting by means of remote communication and vote and submit questions during the Annual Meeting via a live webcast by visiting www.meetnow.global/MGY5A4H.

A proxy statement and proxy card for the Annual Meeting are enclosed. The Annual Meeting is for the purpose of considering and voting upon the following matters:

Pursuant to the bylaws of Bancorp, the Board of Directors has fixed March 4, 2025 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. Only record holders of the common stock of Bancorp as of the close of business on that date will be entitled to vote at the Annual Meeting, or any adjournments or postponements thereof.

The Board of Directors of Bancorp unanimously recommends that you vote FOR the election of the nominees named in the accompanying proxy statement, FOR the advisory (non-binding) vote on executive compensation and FOR the ratification of the appointment of the independent registered public accounting firm.

Bancorp is using a Securities and Exchange Commission rule to furnish its proxy statement, Annual Report and proxy card over the internet to stockholders who own fewer than 500 shares.  This means that these stockholders will not receive paper copies of the proxy materials.  Instead, these stockholders will receive only a notice containing instructions on how to access the proxy materials over the internet.  If you received only that notice by mail and would like to request a printed copy of the proxy materials, the notice contains instructions on how you can do so.

Regardless of whether you plan to attend the Annual Meeting via the webcast, please read the accompanying proxy statement and then vote by internet, telephone or mail as promptly as possible. Voting promptly will help ensure the presence of a quorum and save Bancorp from additional expense in soliciting proxies.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 7, 2025. 

The Proxy Statement and the annual report to stockholders are available at www.greatsouthernbank.com (click “Investor Relations”).

Springfield, Missouri
March 27, 2025

GREAT SOUTHERN BANCORP, INC.
1451 E. Battlefield
Springfield, Missouri 65804
(417) 887-4400

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 7, 2025

Solicitation of Proxies

This proxy statement is being furnished to stockholders of Great Southern Bancorp, Inc. (“Bancorp,” the “Company,” “we,” “us,” “our”) in connection with the solicitation by our Board of Directors of proxies to vote our common stock, $.01 par value per share (“Common Stock”), at our Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 7, 2025, at 10:00 a.m., Central Daylight Time, and at any and all adjournments or postponements thereof. This year’s Annual Meeting will be a virtual meeting and will not be held at a physical location. Stockholders will be able to attend the Annual Meeting by means of remote communication and vote and submit questions during the Annual Meeting via a live webcast by visiting www.meetnow.global/MGY5A4H. The Notice of the Annual Meeting, a proxy card and our Annual Report to Stockholders for the fiscal year ended December 31, 2024 accompany this proxy statement. Certain of the information in this proxy statement relates to Great Southern Bank (“Great Southern” or the “Bank”), a wholly owned subsidiary of Bancorp.

At the Annual Meeting, stockholders are being asked to consider and vote upon (i) the election of three directors of Bancorp, (ii) an advisory (non-binding) vote on executive compensation (the “Say on Pay Vote”) and (iii) the ratification of the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Independent Auditor Proposal”).

Regardless of the number of shares of Common Stock owned, it is important that stockholders be represented by proxy or be present at the Annual Meeting. Stockholders are requested to vote by internet, telephone or mail as promptly as possible.

A proxy may be revoked by a stockholder at any time prior to its exercise by filing written notice of revocation with the Secretary of Bancorp at the above address, by delivering to Bancorp, at any time before the Annual Meeting, a duly executed proxy card bearing a later date, or by attending the Annual Meeting by webcast and voting during the Annual Meeting. Attendance at the Annual Meeting will not in and of itself have the effect of revoking a properly executed proxy. If your shares are held in “street name” through a bank, broker or other nominee, you must follow the instructions on the form you receive from your bank, broker or other nominee with respect to revoking your proxy.

The cost of solicitation of proxies and of the Annual Meeting will be borne by Bancorp. In addition to the solicitation of proxies by mail, proxies may also be solicited personally or by telephone by directors, officers and other employees of Bancorp or Great Southern not specifically engaged or compensated for that purpose. Bancorp will also, upon request, reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in sending proxy materials to beneficial owners of the Common Stock.

We are using a Securities and Exchange Commission (“SEC”) rule to furnish our proxy statement, Annual Report and proxy card over the internet to stockholders who own fewer than 500 shares.  This means that these stockholders will not receive paper copies of the proxy materials.  Instead, these stockholders will receive only a notice containing instructions on how to access the proxy materials over the internet.  If you received only that notice by mail and would like to request a printed copy of the proxy materials, the notice contains instructions on how you can do so.

The approximate date on which this proxy statement and the accompanying proxy card are first being made available to stockholders is March 27, 2025.

Voting

Bancorp’s Board of Directors has fixed March 4, 2025 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the Annual Meeting, and any and all adjournments or postponements thereof. Only stockholders of record as of the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting. The total number of shares of Common Stock outstanding on the Record Date was 11,599,951. These are the only securities of Bancorp entitled to vote at the Annual Meeting.

Each holder of the Common Stock is entitled to cast one vote for each share of Common Stock held on the Record Date on all matters, except that, pursuant to Section D of Article 5 of Bancorp’s charter, any stockholder that beneficially owns in excess of 10% of the then outstanding shares of Common Stock (the “Limit”) is not entitled to vote shares in excess of the Limit.

In order for any proposals considered at the Annual Meeting to be approved by stockholders, a quorum must be present. The holders of a majority of the shares of the Common Stock entitled to vote, present or represented by proxy at the meeting, will constitute a quorum. Abstentions and broker non-votes will be counted for purposes of determining a quorum. Shares in excess of the Limit, however, will not be considered present for purposes of determining a quorum. Directors will be elected by a plurality of the votes cast. The approvals of the Say on Pay Vote and the Independent Auditor Proposal each require the affirmative vote of a majority of the votes cast on the matter.

With regard to the election of directors, votes may be cast in favor or withheld. Votes that are withheld and broker non-votes will be excluded entirely from the vote and will have no effect on the election of directors. With regard to the Say on Pay Vote and the Independent Auditor Proposal, stockholders may vote for or against these proposals or abstain from voting on these proposals. In determining the percentage of shares that have been affirmatively voted on the Say on Pay Vote and the Independent Auditor Proposal, the affirmative votes will be measured against the aggregate votes for and against each proposal. Thus, abstentions and broker non-votes will have no effect on the Say on Pay Vote or the Independent Auditor Proposal.

All shares of Common Stock represented at the Annual Meeting by proxies solicited hereunder will be voted in accordance with the specifications made by the stockholders executing the proxies. If a properly executed and unrevoked proxy solicited hereunder does not specify how the shares represented thereby are to be voted, the shares will be voted FOR the election as directors of the persons named in this proxy statement, FOR the Say on Pay Vote and FOR the Independent Auditor Proposal, and in accordance with the discretion of the persons appointed proxy for the shares upon any other matters as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

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 three 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 2028, 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 2028 Annual Meeting

Julie Turner Brown, age 63, 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 88, 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 92, 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 Great Southern Financial Corporation (a subsidiary of Great Southern) since its incorporation in 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.

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

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 2026 Annual Meeting

Kevin R. Ausburn, age 69, 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 53, was appointed a director of Bancorp and Great Southern Bank in 2024. Ms. Counts currently is a regional vice president of sales 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 and acts as co-chair 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 59, 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 58, 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.

Directors Serving a Term Expiring at the 2027 Annual Meeting

Thomas J. Carlson, age 72, 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 61, 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 60, 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.

Director Independence

The Board of Directors of Bancorp has determined that directors Ausburn, Carlson, Counts, Edwards, Hart, Pitt and Steinert are “independent directors,” as that term is defined in Rule 5605 of the Listing Rules of the NASDAQ Stock Market. These directors constitute a majority of the Board.

Board Diversity

The following matrix provides statistical information with respect to the diversity of our Board of Directors.

Board Members’ Knowledge, Skills and Experience

The matrix below summarizes key experiences, qualifications, skills, and attributes that our directors bring to the Board. This matrix is not a complete list of each director’s strengths or contributions to the Board. Additional details can be found in each director’s biographical information provided above.

Board Leadership Structure and Board’s Role in Risk Oversight

Leadership Structure. The positions of Chairman of the Board and Chief Executive Officer of the Company are currently held by two persons, with Mr. W. Turner serving as Chairman and Mr. J. Turner serving as Chief Executive Officer. This structure has been in place since 2000, when, as part of a leadership transition, Mr. J. Turner was promoted to Chief Executive Officer and Mr. W. Turner, who had served as Chairman and Chief Executive Officer since 1974, continued as Chairman in an executive capacity. Although Mr. J. Turner has subsequently assumed increased responsibilities from Mr. W. Turner, 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.

Role in Risk Oversight. Risk is inherent with the operation of every financial institution, and how well an institution manages risk can ultimately determine its success. We face a number of risks, including but not limited to credit risk, interest rate risk, liquidity risk, operational risk, strategic risk, cybersecurity risk and reputation risk. Cybersecurity risk is a key consideration in our operational risk management capabilities. Given the nature of our operations and business, including our reliance on relationships with various third-party providers in the delivery of financial services, cybersecurity risk may manifest itself through various business activities and channels, and it is thus considered an enterprise-wide risk that is subject to control and monitoring at various levels of management and oversight by the Board. The Board receives updates on the status of our cybersecurity controls, reports of significant cybersecurity incidents and annual education in this area.

Management is responsible for the day-to-day management of the risks we face, while the Board has ultimate responsibility for the oversight of risk 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. Consistent with this approach as well as based on the belief that certain risks require an oversight focus that a Board committee can better provide, the Board integrated the oversight of certain risk areas (internal control, financial reporting and compliance; and compensation and incentive programs) with the Audit Committee and Compensation Committee, respectively. These committees regularly provide reports of their activities and recommendations to the full Board. The Board directly oversees all other material risks, including interest rate risk, credit risk, cybersecurity risk, liquidity and capital adequacy. In support of those activities, members of senior management regularly attend meetings of the Board to report to the Board on the primary areas of risk facing the Company and to respond to any questions or concerns raised by the directors.

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines for the Company to assist the Board in the exercise of its duties and responsibilities and to provide an effective corporate governance framework for the Company. The Corporate Governance Guidelines are available on our website, www.greatsouthernbank.com, by selecting “Investor Relations,” then “Corporate Governance,” then “Governance Documents.”

Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable NASDAQ listing standards. A copy of our insider trading policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Hedging Transactions

Our insider trading policy prohibits our directors, officers and employees from engaging in hedging or monetization transactions with respect to our securities, including the use of zero-cost collars and forward sale contracts. These types of transactions allow a person to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. They also allow a person to continue to own the covered securities, but without the full risks and rewards of ownership. Because this may result in a misalignment with the objectives of our other security holders, we do not permit our directors, officers and employees to engage in any such transactions with respect to our securities.

DIRECTORS MEETINGS AND COMMITTEES OF
THE BOARD OF DIRECTORS

Meetings of the Board and Committees of the Board

The Board of Directors of Bancorp meets monthly and may have additional special meetings upon the request of one third of the directors then in office (rounded up to the nearest whole number) or upon the request of the President. The Board of Directors of Bancorp is authorized to appoint various committees and has formed the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. The Board of Directors of Bancorp has not formed any other committees. The Board of Directors of Bancorp held 13 meetings during fiscal 2024. During fiscal 2024, each of the directors of Bancorp attended 75% or more of the aggregate of (i) the total number of meetings of the Board of Directors of Bancorp and (ii) the total number of meetings held by all committees of the Board of Directors of Bancorp on which the director served, in each case during the period in which he or she served.

The Audit Committee is currently comprised of directors Ausburn, Counts, Carlson, Edwards, Hart, Pitt and Steinert. Each member of the Audit Committee is “independent,” as independence for audit committee members is defined in the Listing Rules of the NASDAQ Stock Market. The Board of Directors of Bancorp has determined that Mr. Steinert is an “audit committee financial expert,” as defined in the SEC’s rules. The Audit Committee held nine meetings during fiscal 2024.

The Audit Committee operates under a written charter adopted by Bancorp’s Board of Directors, a copy of which is available on our website, at www.greatsouthernbank.com, by clicking “Investor Relations” and then “Corporate Governance.” The Audit Committee is appointed by Bancorp’s Board of Directors to provide assistance to the Board in fulfilling its oversight responsibility relating to the integrity of our consolidated financial statements and the financial reporting processes, the systems of internal accounting and financial controls, compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, the performance of our internal audit function and independent registered public accounting firm and any other areas of potential financial risks as may be specified by the Board. The Audit Committee also is responsible for hiring, retaining and terminating Bancorp’s independent registered public accounting firm.

Audit Committee Report. The Audit Committee Report included herein shall not be incorporated by reference into any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, notwithstanding the incorporation by reference of this proxy statement into any such filings. The Audit Committee of the Board of Directors of Bancorp has issued the following report with respect to the audited financial statements of Bancorp for the fiscal year ended December 31, 2024:

Submitted by the Audit Committee of the Board of Directors of Bancorp:

Kevin R. Ausburn

Amelia A. Counts

Thomas J. Carlson

Steven D. Edwards

Debra Mallonee (Shantz) Hart

Douglas M. Pitt

Earl A. Steinert, Jr.

The Compensation Committee is currently comprised of directors Ausburn, Carlson, Counts, Edwards, Hart, Pitt and Steinert. The Compensation Committee consists solely of independent directors.

The Compensation Committee is responsible for reviewing and evaluating executive compensation and administering our compensation and benefit programs, including equity incentive awards. The Compensation Committee also is responsible for:

The Compensation Committee operates under a formal written charter, a copy of which is available on our website, at www.greatsouthernbank.com, by clicking “Investor Relations” and then “Corporate Governance.” During 2024, the Compensation Committee met four times.

The charter of the Compensation Committee does not specifically provide for delegation of any of the authorities or responsibilities of the committee. In setting the compensation of executive officers other than the Chief Executive Officer, the Compensation Committee considers the recommendations of the Chief Executive Officer.

The current members of the Corporate Governance and Nominating Committee are directors Ausburn, Carlson, Counts, Edwards, Hart, Pitt and Steinert. This committee consists solely of independent directors. During 2024, this committee met two times.

The Corporate Governance and Nominating Committee is responsible for:

Final approval of director nominees is determined by the full Board, based on the recommendation of the Corporate Governance and Nominating Committee.

Pursuant to Bancorp’s bylaws, nominations for directors by stockholders must be made in writing and delivered to the Secretary of Bancorp no earlier than 120 days prior to the meeting date and no later than 90 days prior to the meeting date. If, however, less than 100 days’ notice of the date of the meeting is given or made to stockholders by public notice or mail, nominations must be received by Bancorp not later than the close of business on the tenth day following the earlier of the day on which notice of the date of the meeting was mailed or public announcement of the date of the meeting was first made. In addition to meeting the applicable deadline, nominations must be accompanied by certain information specified in Bancorp’s bylaws.

The Corporate Governance and Nominating Committee operates under a formal written charter, a copy of which is available on our website, www.greatsouthernbank.com, by selecting “Investor Relations,” then “Corporate Governance,” then “Governance Documents.”

Stockholder Communications with Directors

Stockholders may communicate with Bancorp’s Board of Directors by writing to: William V. Turner, Chairman of the Board, Great Southern Bancorp, Inc., 1451 E. Battlefield, Springfield, Missouri 65804.

Board Member Attendance at Annual Stockholder Meetings

Although we do not have a formal policy regarding director attendance at annual stockholder meetings, directors are expected to attend these meetings absent extenuating circumstances. Every person serving as a director of Bancorp at the time of last year’s annual meeting attended that meeting, which was held virtually.

Directors’ Compensation

For 2024, directors of Bancorp received a fee of $1,500 for each regular monthly Board meeting attended, which was the only compensation paid to directors by Bancorp, except for stock options granted in the discretion of the Board of Directors. Directors of Great Southern received a fee of $3,250 for each regular monthly Board meeting attended during 2024. In 2024, the directors of Bancorp and the directors of Great Southern were the same individuals. Ms. Brown, who serves on Great Southern’s Compliance Committee, received a fee of $350 for each meeting of that committee she attended during 2024. In 2024, members of the Audit Committee received a fee of $400 per committee meeting attended ($450 for the Audit Committee chair). The directors of the Company and its subsidiaries are not reimbursed for costs incurred in attending board and committee meetings.

The following table sets forth certain information regarding the compensation earned by or awarded to each director, who is not also a named executive officer, who served on Bancorp’s Board of Directors in 2024. Compensation paid to Messrs. W. and J. Turner for their service as directors is reflected in the Summary Compensation Table under the “Salary” Column.

Transactions with Certain Related Persons

The charter of the Audit Committee of Bancorp’s Board of Directors provides that the Audit Committee is to review and approve all related party transactions (defined as transactions requiring disclosure under Item 404 of SEC Regulation S-K) on an ongoing basis.

Loans to Directors and Executive Officers. Great Southern, like many financial institutions, has from time to time extended loans to its officers, directors and employees, mostly for the financing of their personal residences, at favorable interest rates. Generally, residential first mortgage loans and home equity lines of credit have been granted at interest rates equal to Great Southern’s cost of funds. Residential first mortgage loans are subject to annual adjustments while home equity lines of credit are subject to monthly adjustments. Other than the interest rate, these loans have been made in the ordinary course of business, on substantially the same terms and collateral as those of comparable transactions prevailing at the time, and, in the opinion of management, do not involve more than the normal risk of collectability or present other unfavorable features. All loans by Great Southern to its directors and executive officers are subject to regulations restricting loans and other transactions with affiliated persons of Great Southern. Great Southern may also grant loans to officers, directors and employees, their related interests and their immediate family members in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons which, in the opinion of management, do not involve more than the normal risk of collectability or present other unfavorable features.

No directors, executive officers or their affiliates had aggregate indebtedness to Great Southern on below market rate loans exceeding $120,000, or a combination of outstanding indebtedness to and credit availability from Great Southern exceeding $120,000 at below market rates, at any time since January 1, 2024 except as noted below.

The estimated average market rates of interest for 2024 as shown in the table above are based on the interest rate index and margin for each loan that would have been used if Great Southern’s cost of funds was not used. Interest rate reset dates were factored into the index rates used. The estimated difference in interest from actual rate amounts to average market rate amounts shown in the table above represents the difference in interest actually paid during 2024 and interest that would have been paid if the estimated market rates of interest for 2024 were charged.

Employment of Benjamin H. Whitlock. Benjamin H. Whitlock, the son-in-law of Bancorp Chief Executive Officer and director Joseph W. Turner, is employed by Great Southern as a Commercial Lending Relationship Manager in the Springfield, Missouri market. For 2024, Mr. Whitlock’s compensation included salary of $124,082, bonus of $15,116, a stock option award with a grant date fair value of $15,040, 401(k) employer match of $5,919, life insurance premiums of $231 and perquisites and other personal benefits of $8,481.

Employment of S. Turner Brown. S. Turner Brown, the son of Bancorp director Julie Turner Brown, is employed by Great Southern as the Director of Finance, and previously served Great Southern as a Commercial Lending Relationship Manager. For 2024, Mr. Brown’s compensation included salary of $169,340, bonus of $16,306, a stock option award with a grant date fair value of $15,040, 401(k) employer match of $7,408 and life insurance premiums of $231.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

In this section, we provide an overview and analysis of our compensation programs, the material compensation policy decisions we have made under those programs, and the material factors that we considered in making those decisions. Following this section, you will find a series of tables containing specific information about compensation paid or payable to the following individuals, whom we refer to as our “named executive officers”:

The discussion below is intended to help you understand the detailed information provided in those tables and put that information into context within our overall compensation program.

Compensation Philosophy and Objectives

The Compensation Committee (the “Committee”) of Bancorp’s Board of Directors, which consists solely of independent directors, administers our compensation and benefit programs and determines the compensation of our senior management. The Committee is responsible for setting and administering the policies which govern executive compensation. The Committee has focused its evaluation of executive compensation on operating performance and the creation of stockholder value, with the intent of meeting the following 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 2024 and 2025, 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:

Mr. J. Turner’s base salary of $448,050 for 2024 and $461,492 for 2025 was below the average chief executive officer base salary in each of the surveys noted above.

Base Salaries

We provide the opportunity for our named executive officers and other executives to earn a competitive annual base salary. We do so in order to attract and retain an appropriate caliber of talent for the position, and to provide a base wage that is not subject to our performance risk. Our base salary levels reflect a combination of factors, including competitive pay levels, the executive’s experience and tenure, our overall annual strategic plan for salary increases, the executive’s individual performance, and changes in responsibility. We review salary levels annually to recognize these factors. We do not target base salary at any particular percentage of total compensation.

Each of Messrs. W. and J. Turner has an employment agreement with Bancorp. These agreements provide that the annual base salaries payable to Messrs. W. and J. Turner may be reduced only as part of an overall program, implemented prior to a change in control, applied uniformly and equitably to all members of our senior management. Since 2005, in recognition of the increased responsibilities assumed by Mr. J. Turner and at Mr. W. Turner’s suggestion, Mr. W. Turner’s base annual salary has remained at $200,000 and he has waived his right to receive the annual cash bonus previously provided for under his employment agreement (discussed below under “-Bonuses”), which bonus right was formally eliminated by an amendment to Mr. W. Turner’s employment agreement in 2019. As indicated above, Mr. J. Turner’s base salary was $448,050 for 2024 and increased to $461,492 for 2025. Information regarding the Committee’s considerations in setting Mr. J. Turner’s base salary for 2025 is provided in the preceding section.

For 2024, Messrs. Copeland, Baker and Bugh each had a base salary of $493,500, which was increased to $508,305 each for 2025. In setting the base salaries of the executive officers other than Mr. W. Turner, the Committee takes into account the responsibilities of the position and the experience level of the individual executive, as well as our financial performance and the size and complexity of our operations. In structuring the base salaries for 2025 for Messrs. Copeland, Baker and Bugh, the Committee reviewed compensation information from the same sources and criteria as those identified for Mr. J. Turner related to their respective positions.

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 ($942,022 for 2022, $853,441 for 2023 and $754,966 for 2024) is included in the Summary Compensation Table below under the “Non-Equity Incentive Plan Compensation” column.

Under our 2024 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 10.625% of base annual salary, consisting of a targeted bonus opportunity of 8.50% of base salary and a maximum bonus opportunity of 10.625% 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 2025, the bonus arrangements for Messrs. Copeland, Baker and Bugh remain unchanged. Bonuses paid to the participating named executive officers under our 2024 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 2024 Annual Incentive Bonus Plan.

For the quarterly periods during 2024, the targeted and actual levels of earnings per share for the quarterly bonus opportunity were as follows:

First Quarter 2024

Earnings per share for the first quarter of 2024, calculated in accordance with accounting principles generally accepted in the United States (“GAAP”), were $1.13, 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 2024.

Second Quarter 2024

Earnings per share for the second quarter of 2024, calculated in accordance with GAAP, were $1.45, which exceeded the maximum level of performance for the quarter. Accordingly, a bonus of 125% of the targeted corporate performance bonus opportunity was awarded for the second quarter of 2024.

Third Quarter 2024

Earnings per share for the third quarter of 2024, calculated in accordance with GAAP, were $1.41, 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 2024.

Fourth Quarter 2024

Earnings per share for the fourth quarter of 2024, calculated in accordance with GAAP, were $1.27, which was below the maximum level of performance for the quarter but above the targeted goal derived from budget projections. Accordingly, a bonus of 100% of the quarterly bonus opportunity was awarded for the fourth quarter of 2024.

Stock Options

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 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 Omnibus 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 2024 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.

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 2024.

Retirement and Other Benefits

We participate in a multi-employer defined benefit pension plan covering all employees who have met minimum service requirements. 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. For information regarding benefits payable under this plan to the named executive officers, see “Pension Benefits.”

We have a defined contribution retirement plan covering substantially all of our employees. During 2024, we matched 100% of the employee’s contribution on the first 3% of the employee’s compensation and matched 50% of the employee’s contribution on the next 2% of the employee’s compensation. Our matching contributions for 2024 under this plan to the named executive officers are reflected in the Summary Compensation Table under the “All Other Compensation” column.

In addition to the basic term life insurance coverage maintained for nearly all employees (providing a maximum death benefit of $60,000), Great Southern maintains supplemental term life insurance coverage for all personnel with an “officer” designation, which provides an additional death benefit of $175,000 (“Officer Life Insurance Coverage”). Each named executive officer has Officer Life Insurance coverage of $175,000, other than Mr. W. Turner, whose coverage has been age-adjusted to $87,500, and each named executive officer other than Mr. W. Turner (who does not have the basic term life insurance benefit) has the maximum coverage ($60,000) under the basic term life insurance benefit. Premiums paid on behalf of the named executive officers for the Officer Life Insurance Coverage are reflected in the Summary Compensation Table under the “All Other Compensation” column. As part of its health insurance coverage, Great Southern also provides long-term disability coverage to all employees generally. Each of the named executive officers other than Mr. W. Turner (who does not participate in Great Southern’s health insurance plan) is entitled to the maximum long-term disability benefit of $10,000 per month.

Great Southern pays the premiums on separate, individual term life (providing a death benefit of $8 million) and long-term disability insurance policies maintained by Mr. J. Turner; these premiums are reflected in the Summary Compensation Table under the “All Other Compensation” column.

Perquisites and Other Personal Benefits

We provide the named executive officers with perquisites and other personal benefits that we and the Committee believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. The Committee periodically reviews the levels of perquisites and other personal benefits provided to the named executive officers.

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.

 Stockholder “Say on Pay” Vote

We are required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) to include a non-binding, advisory “say on pay” vote in our annual meeting proxy statement at least once every three years, and, at least once every six years, a non-binding, advisory vote on the frequency of future say on pay votes (commonly referred to as a “say on pay frequency vote”), with stockholders having the choice of every year, every two years or every three years. We last held a “say on pay frequency vote” at our 2024 annual meeting of stockholders, on which stockholders cast the most votes in favor of a frequency of every year for future say on pay votes. At our 2024 annual meeting of stockholders, stockholders approved the compensation of the Company’s executives, as disclosed in the Company’s proxy statement for that meeting, with approximately 96% of the votes cast in favor. 

Tax Considerations

As in effect during 2017 and prior years, Section 162(m) of the Internal Revenue Code of 1986, as amended, generally eliminated the deductibility of compensation over $1 million paid to the principal executive officer and certain highly compensated executive officers of publicly held corporations, excluding certain qualified performance-based compensation. Stock options, which are the only form of equity-based award currently provided to our executive officers, automatically constituted qualified performance-based compensation, provided that certain plan content and grant procedure requirements were met. Effective for 2018 and future years, H.R. 1, originally known as the “Tax Cut and Jobs Act,” amended Section 162(m) to provide that qualified performance-based compensation will be subject to the $1 million deduction limit, subject to grandfathering of amounts payable under certain agreements in effect on November 2, 2017.

Role of Executive Officers in Determining Compensation

Our Chief Executive Officer, Mr. J. Turner, makes recommendations to the Committee regarding compensation for executive officers other than himself. These recommendations are taken under advisement by the Committee, which may decide to provide compensation in amounts greater or lesser than the amounts recommended by Mr. J. Turner. For 2024, the compensation paid to the executive officers other than Mr. J. Turner was generally consistent with Mr. J. Turner’s recommendations.  Mr. J. Turner is not involved with any aspect of determining his own compensation; nor is his sister, Ms. Turner Brown. Mr. W. Turner is not involved with any aspect of determining the compensation of Mr. J. Turner. See “—Bonuses.”

Director compensation is determined by the Company’s Board of Directors. Other than Mr. W. Turner and Mr. J. Turner acting in their capacity as Board members, none of the Company’s executive officers has any role in determining the amount of director compensation.

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, 2024, 2023 and 2022:

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 2024.

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, 2024

The following table provides information regarding each unexercised stock option held by each of our named executive officers as of December 31, 2024: