Amelia Counts
About Amelia Counts
Amelia A. Counts, age 53, is an independent director of Great Southern Bancorp, Inc. (GSBC) appointed in 2024; she is a regional vice president of sales at St. Louis-based Wise F&I with 25+ years in IT/software sales primarily in the automotive industry and holds a bachelor’s degree from Missouri State University with advanced sales training from the Northwestern Kellogg Sales Institute . She currently serves on GSBC’s Audit, Compensation, and Corporate Governance & Nominating Committees; the Board has affirmatively determined her independence under NASDAQ Rule 5605 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Missouri State University Board of Governors | Governor; Chair (2021) | 2017–2023 | Vice Chair of Search Committee for 12th University President (2024) |
| Wise F&I | Regional VP of Sales | Current | 25+ years experience in IT/software sales in automotive industry |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Missouri State University Foundation | Board of Trustees; Co-chair Bears WIN (Women’s Impact Network) | Current | Trustee leadership and women’s impact network co-chair |
| St. Louis Artworks | Board Member | Current | Community arts governance |
| Delta Zeta Sorority – Epsilon Nu Chapter | Alumni Board Advisor | Current | Alumni advisory role |
| Focus St. Louis | Member | Current | Civic engagement network |
Board Governance
- Independence: Counts is designated “independent” by the Board (NASDAQ Rule 5605), contributing to a majority-independent board .
- Committee assignments: Audit Committee; Compensation Committee; Corporate Governance & Nominating Committee (no chair roles disclosed for Counts) .
- Attendance and engagement: The Board held 13 meetings in 2024; each director, including Counts, attended at least 75% of board and committee meetings during their service period .
- Committee activity in 2024: Audit Committee held 9 meetings; Compensation Committee held 4 meetings; Corporate Governance & Nominating Committee held 2 meetings .
- Annual meeting attendance: All directors serving at the time attended last year’s virtual annual meeting .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $58,600 |
| Meeting fee – Bancorp Board (per regular monthly meeting) | $1,500 |
| Meeting fee – Great Southern Bank Board (per regular monthly meeting) | $3,250 |
| Audit Committee fee (per meeting) | $400; $450 for chair |
| Other committee fees disclosed | None for Counts |
Performance Compensation
| Component | 2024 Detail |
|---|---|
| Option Awards – Grant | 2,000 options; grant date fair value $30,087 (ASC 718) |
| Vesting schedule | Company policy: options typically begin vesting at year 2; 25% annually through year 5 |
| PSUs/RSUs | Not disclosed for directors; options are the equity instrument used |
| Performance metrics tied to director comp | None disclosed for directors |
Note: Director option award strike price and grant date specifics for directors were not disclosed; fair value and share count provided per ASC 718 .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards (outside GSBC) | None disclosed; skills matrix shows no public company board experience outside GSBC for Counts |
| Interlocks with competitors/suppliers/customers | None disclosed in proxy |
| Related-party transactions | None disclosed for Counts; related-party lending and employment disclosures do not list Counts |
Expertise & Qualifications
- Functional expertise: Corporate governance/ethics; legal/regulatory; risk management; strategic oversight/operations; community affairs .
- Industry exposure: Financial services industry experience marked in board skills matrix (complements committee service), with core career experience in automotive IT/software sales .
- Education/training: Bachelor’s degree from Missouri State University; extensive sales training (Northwestern Kellogg Sales Institute) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 10 shares |
| Ownership as % of outstanding | 0.00% |
| Options outstanding (as of 12/31/2024) | 2,000 shares underlying options |
| Pledged shares | None noted for Counts in management ownership footnotes |
| Hedging policy | Company prohibits director/officer/employee hedging or monetization transactions (e.g., collars, forwards) |
| Director ownership guidelines | Not disclosed in the proxy; Corporate Governance Guidelines posted on website |
Governance Assessment
- Board effectiveness: Counts strengthens committee coverage and independence across Audit, Compensation, and Nominating/Governance, supporting oversight of financial reporting, pay practices, and board renewal; she met ≥75% attendance thresholds in 2024, indicating baseline engagement .
- Alignment and incentives: Cash director fees plus option awards provide some alignment; however, her current beneficial ownership is minimal (10 shares), which weakens “skin-in-the-game” optics until options vest/exercise, and no director ownership guideline details are disclosed to gauge compliance .
- Conflicts/related-party exposure: No related-party transactions or loans disclosed for Counts; company-wide hedging prohibition reduces misalignment risk; no pledging noted for Counts .
- Qualifications signal: Governance/legal/regulatory and risk credentials align with committee work; absence of external public company board experience suggests a learning curve on broader public company governance networks but is mitigated by committee breadth and community leadership roles .
- Shareholder sentiment context: Say-on-pay support was ~96% in 2024, indicating broad investor confidence in the company’s compensation oversight framework (relevant to her Compensation Committee role) .
Red Flags (monitoring)
- Very low direct share ownership (10 shares); monitor progression via option vesting/exercise or additional share accumulation for stronger alignment .
- No disclosed chair roles; leadership influence within committees appears as a member rather than chair, tempering direct agenda-setting power .
- No external public company directorships disclosed; network interlocks that might enhance information flow are limited at present .
Positive Signals
- Independent status across three key committees enhances checks-and-balances on financial reporting, pay, and nominations .
- Attendance threshold met; multi-committee engagement indicates active governance participation .
- No related-party ties; hedging prohibition in policy supports alignment with shareholder interests .