🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Great Southern Bancorp, Inc. It's the official invitation and information packet for the company's Annual Meeting of Stockholders, which will be held virtually on May 13, 2026, at 10:00 a.m. Central Time.

👉 Why it exists: Public companies must send these materials to shareholders ahead of annual meetings to explain what will be voted on and provide background information, ensuring shareholders can make informed decisions.

What to expect: You'll find details on director nominees, executive compensation, a new incentive plan, and the company's auditor. The board recommends voting FOR all proposals.

🏢 What The Company Does

Great Southern Bancorp, Inc. (GSBC) is the publicly traded parent company of Great Southern Bank.

👉 In simple terms: It's a regional bank headquartered in Springfield, Missouri, operating primarily in the Midwest and Southern United States. It makes money from traditional banking activities like taking deposits and making loans (for homes, businesses, etc.).

📅 Key Meeting Details

Meeting Date: May 13, 2026
Format: Virtual only via live webcast at www.meetnow.global/M76WG77.
Record Date: March 3, 2026. Only shareholders who own stock by this date can vote.
Shares Entitled to Vote: 10,965,711 shares of common stock.
Quorum Needed: Holders of a majority of shares entitled to vote must be present (in person by webcast or by proxy).

🗳️ What Shareholders Will Vote On

The meeting has four main agenda items:

Election of Directors: Vote to elect four directors to serve 3-year terms until 2029.
"Say on Pay" Vote: An advisory (non-binding) vote to approve the compensation of the company's named executive officers.
New Incentive Plan: Vote to approve the Great Southern Bancorp, Inc. 2026 Omnibus Incentive Plan, which would replace the expiring 2022 plan.
Auditor Ratification: Vote to ratify the appointment of Forvis Mazars, LLP as the independent accounting firm for 2026.

👉 Voting Power: Each share gets one vote. The board recommends voting FOR all four proposals.

👥 Meet the Director Nominees

The board is divided into three classes. Four directors are up for election this year, each for a new 3-year term:

Kevin R. Ausburn (Age 70): Retired CEO of a packaging company; CPA; deep local business ties.
Amelia A. Counts (Age 54): Regional VP at an IT company; extensive sales & marketing background; Missouri State University board experience.
Steven D. Edwards (Age 60): Retired President & CEO of CoxHealth health system; strong community leadership.
Douglas M. Pitt (Age 59): Technology entrepreneur and real estate developer; prominent philanthropist.

👉 Board Composition: The full board has 10 members. Seven are deemed "independent" under NASDAQ rules. The board diversity matrix shows 3 female and 7 male directors.

⚖️ Governance & Leadership Structure

Leadership Split: William V. Turner (age 93) is Chairman of the Board, and his son, Joseph W. Turner (age 61), is President & CEO. This separation has been in place since 2000.
Family Ties: Besides the Chairman/CEO relationship, another director, Julie Turner Brown (age 64), is the daughter of William Turner and sister of Joseph Turner.
Board Committees: Three main committees exist: Audit, Compensation, and Corporate Governance & Nominating. All are comprised solely of independent directors.
Risk Oversight: The Board has ultimate responsibility. It directly oversees major risks like interest rate, credit, and cybersecurity risk. Management handles day-to-day risk management.

💰 Executive Compensation Snapshot

The filing details pay for the "Named Executive Officers" (NEOs):

William V. Turner (Chairman): Base salary of $200,000 (unchanged since 2005). He waived his cash bonus right.
Joseph W. Turner (CEO): Base salary was $461,492 in 2025, increased to $470,722 for 2026. His cash bonus is 1.00% of the company's pre-tax earnings. His 2025 bonus was $872,970.
Other NEOs (CFO, Chief Credit Officer, Chief Lending Officer): Each had a base salary of $508,305 in 2025, raised to $518,471 for 2026. They participate in an Annual Incentive Bonus Plan tied to quarterly earnings-per-share (EPS) targets. In 2025, they earned bonuses at 110%-125% of their target opportunities.

👉 Philosophy: Aims to be competitive with similar banks, emphasize long-term performance through stock ownership, and align pay with risk.

📜 Related Party Transactions & Loans

The bank, in the ordinary course of business, provides loans to directors, executives, and their families. The filing discloses specific loans that were outstanding in 2025.

Notable Loans (Below Market Rates):

Kevin L. Baker (Chief Credit Officer): Home Mortgage of $1,683,585 at 2.21%. Est. market rate: 7.80%. Interest Savings (2025): $34,129.
John M. Bugh (Chief Lending Officer): Home Mortgage of $835,676 at 2.41%. Est. market rate: 7.23%. Interest Savings (2025): $44,281.
Director Douglas M. Pitt: Home Mortgage of $521,899 at 2.29%. Est. market rate: 7.19%. Interest Savings (2025): $26,138.
Director Debra M. Hart: Home Mortgage of $352,315 at 2.41%. Est. market rate: 7.23%. Interest Savings (2025): $17,214.

Family Member Employment:

Benjamin H. Whitlock (CEO Joseph Turner's son-in-law): Employed as a Senior Commercial Lending Relationship Manager. 2025 compensation: Salary $140,065, Bonus $20,124.
S. Turner Brown (Director Julie Brown's son): Employed as Director of Finance. 2025 compensation: Salary $184,498, Bonus $37,423.

👉 Why it matters: These transactions are potential conflicts of interest. They are disclosed and reviewed by the Audit Committee. The loans are described as being on terms similar to what's offered to the public, though the interest rates are significantly lower than current market averages.

🔮 What's Next & The Big Picture

👍 Strengths:

Experienced, long-tenured board with deep local roots and business expertise.
Clear, established governance structure and committee oversight.
Executive compensation is explicitly tied to company performance (EPS) and stock ownership. ⚠️ Risks & Considerations:
Significant family involvement at the highest levels (Chairman, CEO, and a Director).
The new 2026 Omnibus Incentive Plan asks shareholders to approve a pool of shares for future awards to retain talent. This dilutes existing shareholders if approved.
Below-market loans to insiders, while disclosed and common in banking, always warrant scrutiny for fairness.

🧠 The Analogy

Think of this filing as the annual report card and town hall agenda for the company. The Board of Directors is presenting its report card (financial performance, governance) and is asking the owners (shareholders) to vote on key issues for the coming year: who should lead the class (directors), if the teachers' pay is fair (executive compensation), and whether to renew the principal's contract (auditor).

📇 Key Contacts & People

Chairman of the Board: William V. Turner
President & CEO: Joseph W. Turner
Corporate Secretary (for revoking proxies): William V. Turner, 1451 E. Battlefield, Springfield, MO 65804
Stockholder Communications: Write to William V. Turner at the address above.
Independent Auditor: Forvis Mazars, LLP
Virtual Meeting Host: www.meetnow.global/M76WG77

🧩 Final Takeaway

This proxy statement is asking shareholders to reaffirm the leadership team (elect four directors), approve the executive pay structure, adopt a new long-term incentive plan, and keep the current auditor. The board unanimously supports all proposals, but shareholders should pay close attention to the family ties within leadership and the terms of the new incentive plan.

GREAT SOUTHERN BANCORP, INC. — DEF 14A Filing