DEF 14A 1 tm2210435d1_def14a.htm DEF 14A

united states

securities and exchange commission

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x

Filed by a party other than the Registrant ¨

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

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):

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

GREAT SOUTHERN BANCORP, INC.

1451 E. Battlefield

Springfield, Missouri 65804

(417) 887-4400

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 11, 2022

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 11, 2022 at 10:00 a.m. Central Daylight Time. Due to the continued impact of the coronavirus (COVID-19) pandemic and to support the health and well-being of Bancorp’s stockholders, directors, employees and others, 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/MLDMJW5.

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:

the election of three directors, each for a term of three years;

an advisory (non-binding) vote on executive compensation;

the approval of the Great Southern Bancorp, Inc. 2022 Omnibus Incentive Plan;

the ratification of the appointment of BKD, LLP as Bancorp’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and

such other matters as may properly come before the Annual Meeting, or any adjournments or postponements thereof.

Pursuant to the bylaws of Bancorp, the Board of Directors has fixed March 2, 2022 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, FOR the approval of the Great Southern Bancorp, Inc. 2022 Omnibus Incentive Plan and FOR the ratification of the appointment of the independent registered public accounting firm.

This year 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 this 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 11, 2022.

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

	By Order of the Board of Directors


	William V. Turner
	Chairman of the Board

Springfield, Missouri
March 31, 2022

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 11, 2022

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 11, 2022, at 10:00 a.m., Central Daylight Time, and at any and all adjournments or postponements thereof. Due to the continued impact of the coronavirus (COVID-19) pandemic and to support the health and well-being of Bancorp’s stockholders, directors, employees and others, 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/MLDMJW5. The Notice of the Annual Meeting, a proxy card and our Annual Report to Stockholders for the fiscal year ended December 31, 2021 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”), (iii) the approval of the Great Southern Bancorp, Inc. 2022 Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”) and (iv) the ratification of the appointment of BKD, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (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.

This year 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 this 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 31, 2022.

Voting

Bancorp’s Board of Directors has fixed March 2, 2022 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 12,890,154. 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 V 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, the Omnibus Incentive Plan Proposal 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, the Omnibus Incentive Plan Proposal 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, the Omnibus Incentive Plan Proposal 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, the Omnibus Incentive Plan Proposal 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, FOR the Omnibus Incentive Plan Proposal 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.

PROPOSAL I. ELECTION OF DIRECTORS

The number of directors constituting Bancorp’s Board of Directors is currently nine. 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 2025, or until his or her 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 2025 Annual Meeting

Julie Turner Brown, age 60, 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, currently serving on the Board of Care to Learn and previously serving on the Boards of the 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 85, 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 is 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 89, 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 40 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 2023 Annual Meeting

Kevin R. Ausburn, age 66, was first appointed a director of Bancorp and Great Southern in 2017. Mr. Ausburn is currently the Chairman and Chief Executive Officer of SMC Packaging Group in Springfield, Mo. 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.

Larry D. Frazier, age 84, was first appointed a director of Great Southern and of Bancorp in 1992. Mr. Frazier was elected a director of Great Southern Financial Corporation in 1976, where he served until his election as director of Great Southern and Bancorp. Mr. Frazier is retired from White River Valley Electric Cooperative in Branson, Missouri, where he served as Chief Executive Officer from 1975 to 1999. Mr. Frazier also served as President of Rural Missouri Cable T.V., Inc. from 1979 to 2000. Mr. Frazier brings to the Board strong organizational and leadership skills developed from his many years of experience as a chief executive.

Douglas M. Pitt, age 55, 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 also 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 2024 Annual Meeting

Thomas J. Carlson, age 69, was first appointed a director of Bancorp and Great Southern in 2001. Mr. Carlson is an attorney and practiced law for 20 years, ceasing the active practice of law in 1998. He is now engaged full-time in real estate development. He has developed various properties and managed many housing projects in Missouri, Kansas and Oklahoma. Mr. Carlson served on the Springfield City Council from 1983 through 2009, and served seven terms as Mayor of the City of Springfield. 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 58, 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 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 57, 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. His son-in-law, Benjamin H. Whitlock, is employed with Great Southern and serves as a Commercial Lending Relationship Manager. 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, Frazier, 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 Listing Rules of the NASDAQ Stock Market generally require each NASDAQ-listed company to provide statistical information about the company’s board of directors, in a uniform format, related to each director’s self-identified gender, race, and self-identification as LGBTQ+. The following matrix provides the requisite information with respect to our Board of Directors.

	Board Diversity Matrix (As of March 2, 2022)
Total Number of Directors		9
		Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors			2		7		0		0
Part II: Demographic Background
African American or Black			0		0		0		0
Alaskan Native or Native American			0		0		0		0
Asian			0		0		0		0
Hispanic or Latinx			0		0		0		0
Native Hawaiian or Pacific Islander			0		0		0		0
White			2		7		0		0
Two or More Races or Ethnicities			0		0		0		0
LGBTQ+			0		0		0		0
Did Not Disclose Demographic Background			0		0		0		0

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.”

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. Prior to January 19, 2022, the Board of Directors of Bancorp also had a separately constituted Stock Option Committee, which was consolidated into the Compensation Committee on that date. The Board of Directors of Bancorp has not formed any other committees. The Board of Directors of Bancorp held 13 meetings during fiscal 2021. During fiscal 2021, 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, Carlson, Frazier, 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 eight meetings during fiscal 2021.

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, 2021:

The Audit Committee has reviewed and discussed with management Bancorp’s fiscal 2021 audited financial statements;

The Audit Committee has discussed with Bancorp’s independent registered public accounting firm (BKD, LLP) the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC;

The Audit Committee has received the written disclosures and letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm their independence; and

Based on the review and discussions referred to in the items above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the SEC.

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

Larry D. Frazier
Kevin R. Ausburn

Thomas J. Carlson

Debra M. Shantz Hart

Douglas M. Pitt

Earl A. Steinert, Jr.

The Compensation Committee is currently comprised of directors Ausburn, Carlson, Frazier, 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:

reviewing from time to time our compensation plans and, if the Committee believes it to be appropriate, recommending that the Board amend these plans or adopt new plans;

annually reviewing and approving corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating the Chief Executive Officer’s performance in light of these goals and objectives and recommending to the Board the Chief Executive Officer’s compensation level based on this evaluation;

overseeing the evaluation of our management, and setting the compensation for our executive officers and other key members of management;

recommending to the Board the appropriate level of compensation and the appropriate mix of cash and equity compensation for directors;

administering any benefit plan which the Board has determined should be administered by the Committee; and

reviewing, monitoring and reporting to the Board, at least annually, on management development efforts to ensure a pool of candidates for adequate and orderly management succession.

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 2021, the Compensation Committee met two 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 (known as the Nominating Committee prior to January 19, 2022) are directors Ausburn, Carlson, Frazier, Hart, Pitt and Steinert. This committee consists solely of independent directors. During 2021, this committee met one time.

The Corporate Governance and Nominating Committee is responsible for:

identifying individuals qualified to serve as Board members, consistent with criteria approved by the Board;

recommending to the Board the director nominees for election or appointment to the Board, subject to the provisions set forth in the Company’s charter and bylaws relating to the nomination or appointment of directors, based on the following criteria: business experience, education, integrity and reputation, independence, conflicts of interest, diversity, age, number of other directorships and commitments (including charitable obligations), tenure on the Board, attendance at Board and committee meetings, stock ownership, specialized knowledge (such as an understanding of banking, accounting, marketing, finance, regulation, and public policy) and a commitment to the Company’s communities and shared values, as well as overall experience in the context of the needs of the Board as a whole;

recommending to the Board the size of the Board and the appropriate mix of skills, characteristics and experience for the Board as a whole and for individual directors;

reviewing nominations submitted by stockholders, which have been submitted to the Corporate Secretary, and which comply with the requirements of the Company’s charter and bylaws. Nominations from stockholders will be considered and evaluated using the same criteria as all other nominations;

annually recommending to the Board committee assignments and committee chairs on all committees of the Board, and recommending committee members to fill vacancies on committees, as necessary;

periodically reviewing the Board's leadership structure to assess whether it is appropriate given the specific characteristics and circumstances of the Company;

developing and recommending to the Board corporate governance guidelines for the Company;

overseeing the annual self-evaluation of the Board;

assisting the Board in the assessment, development and oversight of corporate responsibility policies, initiatives and strategies, including those relating to environmental and social matters other than with respect to human capital management matters overseen by the Compensation Committee and controls matters overseen by the Audit Committee; and

performing any other duties or responsibilities expressly delegated to it by the Board.

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 current director of Bancorp attended last year’s annual meeting of stockholders, which was held virtually.

Directors’ Compensation

For 2021, directors of Bancorp received a fee of $1,500 for each regular monthly Board meeting, which was the only compensation paid to directors by Bancorp, except for stock options which may be granted in the discretion of the Board of Directors. Directors of Great Southern received a fee of $3,000 for each regular monthly Board meeting. In 2021, the directors of Bancorp and the directors of Great Southern were the same individuals. Ms. Brown, who serves on Great Southern’s Compliance Committee, receives a fee of $300 for each meeting of that committee she attends. The directors of Bancorp serving on the Audit Committee are paid a fee of $300 per meeting attended, except for the Chairman of the Audit Committee (currently Mr. Frazier), who is paid a fee of $350 per meeting attended. The directors of Bancorp and its subsidiaries are not reimbursed for their costs incurred in attending Board and Board 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 2021. Compensation paid to Messrs. W. and J. Turner for their service as directors is reflected in the Summary Compensation Table under the “Salary” Column.

Name	Fees Earned or Paid in Cash ($)		Option Awards ($)⁽¹⁾		All Other Compensation ($)		Total ($)
Kevin R. Ausburn	$	55,200	$	23,120		---	$	78,320
Julie Turner Brown		54,300		23,120		---		77,420
Thomas J. Carlson		55,200		23,120		---		78,320
Larry D. Frazier		55,400		23,120		---		78,520
Debra M. Shantz Hart		55,200		23,120		---		78,320
Douglas M. Pitt		55,200		23,120		---		78,320
Earl A. Steinert		54,900		23,120		---		78,020

(1)

An option to purchase 2,000 shares of the Company’s common stock was awarded during 2021 to each of the non-employee directors named in the table. The amount in the table reflects the grant date fair value of each award determined in accordance with Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“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 20 of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC. As of December 31, 2021, total shares underlying stock options held by such directors were as follows: Mr. Ausburn – 15,000 shares, Ms. Brown – 15,750 shares, Mr. Carlson – 17,000 shares, Mr. Frazier – 12,000 shares, Ms. Hart – 15,000 shares, Mr. Pitt – 11,500 shares and Mr. Steinert – 11,000 shares.

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, generally 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, 2021 except as noted below.

Name and Position	Loan Type	Date of Loan	Largest Amount Outstanding Since 01/01/21		Principal Paid During 2021		Interest Paid During 2021		Balance as of 12/31/21		Interest Rate at 12/31/21			Estimated Average Market Rate of Interest for 2021			Estimated Difference in Interest from Actual Rate to Average Market Rate
Rex A. Copeland	Home Mortgage	06/01/00	$	59,131	$	7,794	$	277	$	51,336		0.28	%		3.06	%	$	1,431
Treasurer of	Home Equity Line	05/04/18	$	99,889	$	12,000	$	254	$	95,939		0.19	%		3.25	%	$	2,882
Bancorp; Senior
Vice President and
CFO of Great
Southern

Kevin L. Baker	Home Mortgage	01/14/16	$	238,350	$	8,806	$	1,413	$	229,544		0.36	%		3.06	%	$	5,810
Chief Credit
Officer and
Vice President of
Great Southern

John M. Bugh	Home Mortgage	10/13/17	$	997,516	$	34,596	$	5,177	$	962,920		0.47	%		3.79	%	$	27,302
Chief Lending
Officer and
Vice President of
Great Southern

Mark A. Maples (1)	Home Mortgage	06/30/17	$	268,734	$	9,468	$	1,346	$	259,267		0.23	%		3.77	%	$	7,096
Chief Operations
Officer and
Vice President of
Great Southern

Linton J. Thomason (2)	Home Mortgage	11/13/17	$	153,802	$	22,439	$	790	$	131,363		0.43	%		3.72	%	$	3,980
Former Vice President -	Home Equity Line	02/22/18	$	25,162	$	27,951	$	37	$	---		0.19	%		3.25	%	$	370
Information
Systems of Great
Southern

Douglas M. Pitt	Home Mortgage	11/03/15	$	634,144	$	23,758	$	3,393	$	610,386		0.43	%		3.72	%	$	17,235
Director

Debra M. Hart	Home Mortgage	10/25/18	$	431,613	$	19,758	$	2,231	$	411,855		0.47	%		3.06	%	$	10,867
Director	Home Equity Line	10/25/18	$	---	$	---	$	---	$	---		0.19	%		3.25	%	$	0

Larry D. Frazier	Home Mortgage	07/12/17	$	419,779	$	14,680	$	2,228	$	405,099		0.23	%		3.58	%	$	13,988
Director

(1) Mr. Maples became an executive officer on July 6, 2021 upon being promoted to Chief Operations Officer of Great Southern.

(2) Mr. Thomason retired from his position with Great Southern on December 31, 2021.

The estimated average market rates of interest for 2021 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 represent the difference in interest actually paid during 2021 and interest that would have been paid if the estimated market rates of interest for 2021 were charged.

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”:

William V. Turner, Chairman of the Board of Directors of Bancorp and Great Southern;

Joseph W. Turner, President and Chief Executive Officer of Bancorp and Great Southern;

Rex A. Copeland, Treasurer of Bancorp and Senior Vice President and Chief Financial Officer of Great Southern;

Kevin L. Baker, Vice President and Chief Credit Officer of Great Southern; and

John M. Bugh, Vice President and Chief Lending Officer of Great Southern.

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:

maintain the financial strength, safety and soundness of Bancorp and Great Southern;

reward and retain key personnel by compensating them at the middle to upper levels of compensation for comparable financial institutions;

focus management on long term goals through long-term incentives;

provide fair, reasonable and competitive base salaries;

emphasize long-term stock ownership of Bancorp stock by executive officers; and

properly align risk-taking and compensation.

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 2021 and 2022, 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:

(i)

surveys prepared by S&P Global of the average base salary paid to chief executive officers at banks and thrifts with total assets greater than $5.0 billion (A) on a nationwide basis ($847,293), (B) for the Midwest region ($772,081) and (C) on a nationwide basis limited to institutions with a return on average equity of 7.50% to 9.99% ($816,052), with the average of the amounts in (A) – (C) being $811,809;

(ii)

a survey prepared by Aon McLagan of the base salaries paid to chief executive officers at regional and community banks in the Midwest region with total assets between $5.0 billion and $10.0 billion, the average of which was $683,800;

(iii)

surveys prepared by Compdata Surveys and Consulting of the average base salary paid to chief executive officers at banks and other financial services organizations (A) on a nationwide basis ($614,100), (B) with total assets of between $1.0 billion and $9.9 billion ($645,000), (C) with a total number of full-time equivalent employees of between 1,000 and 4,999 ($807,400), (D) based in the Midwest Region ($561,800) and (E) within the industry category of commercial banks ($605,500), with the average of (A) – (E) being $646,760;

(iv)

surveys prepared by Crowe, LLP of the average base salary paid to chief executive officers at banks and other financial services organizations (A) on a nationwide basis ($279,753), (B) with total assets greater than $5.0 billion ($659,697) and (C) with headquarters located in a population greater than 200,000 ($318,947), with the average of (A) – (C) being $419,466; and

(v)

a survey prepared by American Bankers Association of the average base salary paid to chief executive officers at regional and community banks nationwide, the average of which was $333,937.

Mr. J. Turner’s base salary of $387,656 for 2021 and $415,000 for 2022 was below the average chief executive officer base salary in each of the surveys noted above, except for two of the surveys referenced in item (iv) and the survey referenced in item (v).

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 $387,656 for 2021 and increased to $415,000 for 2022. Information regarding the Committee’s considerations in setting Mr. J. Turner’s base salary for 2022 is provided in the preceding section.

For 2021, the base salary amounts for Messrs. Copeland, Baker and Bugh were $364,238, $339,338 and $338,297, respectively. For 2022, the base salary amounts for Messrs. Copeland, Baker and Bugh increased to $415,000, $400,000 and $400,000, respectively. 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 2022 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 ($675,458 for 2019, $730,918 for 2020 and $943,642 for 2021) is included in the Summary Compensation Table below under the “Non-Equity Incentive Plan Compensation” column.

Under our 2021 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 17.85% of base annual salary, consisting of (i) a targeted corporate performance bonus opportunity of 8.50% of base salary and a maximum corporate performance bonus opportunity of 9.35% of base salary (110% of the targeted opportunity), based on the extent to which the Company achieves targeted quarterly earnings per share results (the “corporate performance component”) and (ii) an individual performance bonus opportunity of up to 8.50% of base salary (the “individual performance component”). Bonuses paid to the participating named executive officers under our 2021 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 do not participate in our Annual Incentive Bonus Plan.

Corporate Performance Component. The corporate performance component was based on actual quarterly earnings per share relative to targeted quarterly earnings per share, with each quarter receiving an equal weighting in determining that component. For the quarterly periods during 2021, the targeted and actual levels of earnings per share were as follows:

First Quarter 2021

Targeted EPS		Percentage received for corporate performance component
$	1.02		50	%
	1.07		75	%
	1.13		100	%
	1.19		110	%

Earnings per share for the first quarter of 2021, calculated in accordance with accounting principles generally accepted in the United States (“GAAP”), were $1.36, which exceeded the maximum level of performance for the quarter. No adjustment during this quarter was warranted. Accordingly, a bonus of 110% of the targeted corporate performance bonus opportunity was awarded for the first quarter of 2021.

Second Quarter 2021

Targeted EPS		Percentage received for corporate performance component
$	1.04		50	%
	1.10		75	%
	1.16		100	%
	1.22		110	%

Earnings per share for the second quarter of 2021, calculated in accordance with GAAP, were $1.46, which exceeded the maximum level of performance for the quarter. No adjustment during this quarter was warranted. Accordingly, a bonus of 110% of the targeted corporate performance bonus opportunity was awarded for the second quarter of 2021.

Third Quarter 2021

Targeted EPS		Percentage received for corporate performance component
$	1.07		50	%
	1.13		75	%
	1.19		100	%
	1.25		110	%

Earnings per share for the third quarter of 2021, calculated in accordance with GAAP, were $1.49, which exceeded the maximum level of performance for the quarter. No adjustment during this quarter was warranted. Accordingly, a bonus of 110% of the targeted corporate performance bonus opportunity was awarded for the third quarter of 2021.

Fourth Quarter 2021

Targeted EPS		Percentage received for corporate performance component
$	1.09		50	%
	1.15		75	%
	1.21		100	%
	1.27		110	%

Earnings per share for the fourth quarter of 2021, calculated in accordance with GAAP, were $1.14, which was below the targeted goal derived from budget projections. The decrease in earnings per share during the fourth quarter was primarily driven by the one-time consultants’ fee and related contract termination fee totaling $5.3 million incurred in connection with the evaluation of our core and ancillary software and information technology systems. Given the extraordinary nature of those expenses required to be recorded in the fourth quarter of 2021 in accordance with GAAP, and recognizing the significantly higher level of operating results for the quarter, a special discretionary bonus of 110% of the targeted corporate performance bonus opportunity was awarded for the fourth quarter of 2021.

Individual Performance Component. For the individual performance component of the bonuses paid to the named executive officers who participated in the 2021 Annual Incentive Bonus Plan (Messrs. Copeland, Baker and Bugh), the factors considered included the following accomplishments during 2021 attributable to the efforts of these officers, in addition to recognition of their contributions to the Company’s normal, day-to-day operations: Mr. Copeland – the successful implementation of the new accounting standard related to the allowance for credit losses and ongoing balance sheet and interest rate risk management in light of challenging market conditions; Mr. Baker – the size and complexity of the Company’s loan portfolio in light of competitive market conditions, the level of new commercial loan origination volume and the overall level of credit quality of the portfolio, especially in light of the economic impact of the COVID-19 pandemic; Mr. Bugh – the maintenance of growth in the size of the Company’s loan portfolio in light of competitive market conditions and the impact of the COVID-19 pandemic, the level of new commercial and mortgage loan origination volume, and the overall level of credit quality of the portfolio. It was determined that Messrs. Copeland, Baker and Bugh each earned 90% of the individual performance component.

For 2022, the Annual Incentive Bonus Plan remains the same such that each of the named executive officers other than Messrs. W. and J. Turner (Messrs. Copeland, Baker and Bugh) can earn a cash bonus of up to 17.85% of base annual salary, consisting of (i) a targeted corporate performance bonus opportunity of 8.50% of base salary and a maximum corporate performance bonus opportunity of 9.35% of base salary, based on the extent to which the Company achieves targeted quarterly earnings per share results and (ii) an individual performance bonus opportunity of up to 8.50% of base salary.

Stock Options

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 2018, Bancorp’s stockholders approved the 2018 Omnibus Incentive Plan. Upon approval of the 2018 plan by stockholders, Bancorp’s Board of Directors froze the 2013 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. We do not coordinate the timing of stock option grants with the release of material non-public information. Option grants made during 2021 to the named executive officers are included in the Grants of Plan-Based Awards table.

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 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 2018 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 2018 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 2022 Omnibus Incentive Plan, which would, as does the 2018 Omnibus Incentive Plan, permit the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units. If the 2022 Omnibus Incentive Plan is approved at the Annual Meeting, then no future awards will be made under the 2018 Omnibus Incentive Plan. See “Proposal IV. Approval of the 2022 Omnibus Incentive Plan.”

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 will 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 2021, we matched 100% of the employee’s contribution on the first 3% of the employee’s compensation, and also matched 50% of the employee’s contribution on the next 2% of the employee’s compensation. Our matching contributions for 2021 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 life insurance coverage for all personnel with an “officer” designation, which provides an additional death benefit of $175,000. Each named executive officer has supplemental 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 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.

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 included a “say on pay frequency vote” at our 2018 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 2021 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 67% 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 2021, 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 the 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, 2021, 2020 and 2019:

Name and Principal Position	Year	Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)		Option Awards $(3)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value and Nonqualified Deferred Compensation Earnings($)(5)		All Other Compensation ($)(6)		Total ($)
William V. Turner	2021	$	254,130	$	---	$	---	$	89,590	$	---	$	59,000	$	151,605	$	554,325
Chairman of the	2020		254,098		1,200		---		54,750		---		95,000		176,384		581,432
Board of Bancorp and	2019		258,598		---		---		78,330		---		102,000		237,724		676,652
Great Southern

Joseph W. Turner	2021	$	441,469	$	---	$	---	$	89,590	$	943,642	$	14,000	$	88,802	$	1,577,503
Chief Executive	2020		434,153		2,000		---		54,750		728,918		258,000		39,718		1,517,539
Officer and President	2019		433,691		---		---		78,330		675,458		285,000		105,042		1,577,521
of Bancorp and Great
Southern

Rex A. Copeland	2021	$	366,048	$	---	$	---	$	54,910	$	61,920	$	27,000	$	33,305	$	543,183
Treasurer of Bancorp	2020		356,271		2,000		---		32,850		48,972		163,000		34,822		637,915
and Senior Vice	2019		344,683		---		---		46,998		51,966		173,000		21,453		638,100
President and Chief
Financial Officer of
Great Southern

Kevin L. Baker	2021	$	339,123	$	---	$	---	$	54,910	$	57,687	$	29,000	$	11,831	$	492,551
Chief Credit Officer	2020		331,408		2,000		---		32,850		45,624		126,000		11,631		549,513
and Vice President	2019		321,127		---		---		42,522		48,414		121,000		11,430		544,493
of Great Southern

John M. Bugh	2021	$	338,334	$	---	$	---	$	54,910	$	57,511	$	---	$	32,975	$	483,730
Chief Lending Officer	2020		329,744		2,000		---		32,850		45,985		---		25,972		436,551
and Vice President	2019		320,142		---		---		42,522		48,265		---		27,965		438,894
of Great Southern

(1) (2)	For Messrs. W. and J. Turner, the 2021, 2020 and 2019 amounts in the table include directors’ fees of $54,000, $54,000 and $54,000, respectively. For 2020, reflects special bonuses paid during the year to all full-time and part-time employees totaling $2,000 and $1,200 per employee, respectively.
(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 20 of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC.
(4)	Represents incentive bonus awards earned for the years shown in the table.
(5)	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.
(6)	For Messrs. W. Turner, J. Turner, Copeland, and Bugh, the 2021 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; Mr. J. Turner, personal use of company aircraft, the payment of club dues and use of tickets to various local sporting events; Mr. Copeland, personal use of company aircraft, the payment of club dues and fitness center benefit and use of tickets to various local sporting events; 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 2021 that are required to be quantified, other than $45,475 for personal use of company aircraft for Mr. J. Turner. For Mr. Baker, the aggregate incremental cost to Bancorp of the perquisites and other personal benefits provided to him during 2021 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 2021 also include, among other items not required under SEC rules to be identified and quantified because their value does not exceed $10,000, the following: (a) company matching contributions under our 401(k) plan (Mr. W. Turner - $11,600, Mr. J. Turner - $11,600, Mr. Copeland - $11,600, Mr. Baker - $11,600 and Mr. Bugh - $11,600); and (b) benefit payments under our pension plan to Mr. W. Turner - $127,000.

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 2021.

		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	$	---	$	---	$	---		---		---		---		---		---		---		---
	11/17/21		---		---		---		---		---		---		---		7,750	$	57.98	$	89,590

Joseph W. Turner	n/a	$	---	$	---	$	---		---		---		---		---		---		---		---
	11/17/21		---		---		---		---		---		---		---		7,750	$	57.98	$	89,590

Rex A. Copeland	n/a	$	---	$	---	$	65,016		---		---		---		---		---		---		---
	11/17/21		---		---		---		---		---		---		---		4,750	$	57.98	$	54,910

Kevin L. Baker	n/a	$	---	$	---	$	60,572		---		---		---		---		---		---		---
	11/17/21		---		---		---		---		---		---		---		4,750	$	57.98	$	54,910

John M. Bugh	n/a	$	---	$	---	$	60,386		---		---		---		---		---		---		---
	11/17/21		---		---		---		---		---		---		---		4,750	$	57.98	$	54,910

(1)	Under his employment agreement, Mr. J. Turner was entitled to an annual cash bonus for 2021 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 employee agreement. Under our 2021 Annual Incentive Bonus Plan, participating officers could earn a cash bonus of up to 17.85% of base annual salary, with a bonus of up to 9.35% of base annual salary based on the achievement of targeted earnings per share and a bonus of up to 8.50% of base annual salary based on individual performance. See “Compensation Discussion and Analysis-Bonuses.” The actual bonus amounts awarded to the named executive officers for 2021 are set forth in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.
(2)	Represents a stock option grant under Bancorp’s 2018 Omnibus Incentive Plan that is scheduled to vest in 25% increments beginning November 17, 2023.
(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 20 of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC.

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, 2021

The following table provides information regarding each unexercised stock option held by each of our named executive officers as of December 31, 2021:

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		---			---		24.8200	11/28/2022		---		---		---		---
		6,000		---			---		29.6400	12/18/2023		---		---		---		---
		6,000		---			---		32.5900	10/15/2024		---		---		---		---
		6,000		---			---		50.7100	11/18/2025		---		---		---		---
		6,000		---			---		41.3000	10/24/2026		---		---		---		---
		4,500		1,500	⁽¹⁾		---		52.2000	11/15/2027		---		---		---		---
		3,500		3,500	⁽²⁾		---		55.0000	11/28/2028		---		---		---		---
		1,750		5,250	⁽³⁾		---		60.1500	11/20/2029		---		---		---		---
		---		7,500	⁽⁴⁾		---		41.7400	10/26/2030		---		---		---		---
		---		7,750	⁽⁵⁾		---		57.9800	11/17/2031		---		---		---		---
Total		39,750		25,500

Joseph W. Turner		6,000		---			---		29.6400	12/18/2023		---		---		---		---
		6,000		---			---		32.5900	10/15/2024		---		---		---		---
		6,000		---			---		50.7100	11/18/2025		---		---		---		---
		6,000		---			---		41.3000	10/24/2026		---		---		---		---
		4,500		1,500	⁽¹⁾		---		52.2000	11/15/2027		---		---		---		---
		3,500

SEC Form DEF 14A filed by Great Southern Bancorp Inc.