Debra Hart
About Debra Hart
Debra Mallonee (Shantz) Hart, age 61, has served as an independent director of Great Southern Bancorp, Inc. and Great Southern Bank since 2017. She is an attorney with 25+ years’ practice focused on real estate development, finance, and business law; she served 13 years as Vice President and General Counsel at John Q. Hammons Hotels and now works full-time in real estate development and management with extensive community board service across Springfield, Missouri and the broader region . The Board affirmatively determined Hart is independent under NASDAQ Rule 5605 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John Q. Hammons Hotels | Vice President & General Counsel | 13 years | Senior legal leadership, hospitality real estate/legal oversight |
| Private Legal Practice | Attorney (real estate development/finance, business law) | 25+ years | Legal expertise in real estate and finance |
| Real Estate Development (MO/AR/OK) | Developer/Manager | Since 2008 | Affordable housing development, regional market knowledge |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Board of Public Utilities (Springfield, MO) | Board member | Community infrastructure oversight |
| Community Partnership of the Ozarks | Board member | Community services governance |
| Springfield Area Chamber of Commerce | Board & Executive Committee | Chairman (2016) |
| Discovery Center | Board member | Educational nonprofit |
| Community Foundation of the Ozarks | Board member | Philanthropy governance |
| Care to Learn | Chairman | Chairman (2023) |
| Springfield Boys & Girls Club Trust Advisory Board | Advisory Board | Youth services |
Board Governance
| Item | FY 2024 |
|---|---|
| Independence status | Independent director under NASDAQ Rule 5605 |
| Board meeting cadence | Monthly; 13 meetings held in FY 2024 |
| Attendance | Each director attended ≥75% of aggregate Board and committee meetings served in FY 2024 |
| Committees (member) | Audit; Compensation; Corporate Governance & Nominating |
| Audit committee financial expert | Earl A. Steinert designated (not Hart) |
| Committee chairs | Not specified for Hart in proxy committee listings |
| Audit Committee meetings | 9 meetings in FY 2024 |
| Compensation Committee meetings | 4 meetings in FY 2024 |
| Governance & Nominating Committee meetings | 2 meetings in FY 2024 |
| Annual meeting attendance | All directors attended last year’s annual meeting (virtual) |
| Hedging policy | Hedging/monetization of Company stock prohibited for directors, officers, employees |
Fixed Compensation
| Component (Director, FY 2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $53,450 |
| Option Awards ($) | $30,087 (grant-date fair value under ASC 718) |
| Total ($) | $83,537 |
Director fee structure (FY 2024):
- Bancorp board meeting fee: $1,500 per regular monthly meeting
- Great Southern Bank board meeting fee: $3,250 per regular monthly meeting
- Audit Committee meeting fee: $400 ($450 for Audit Committee chair) per meeting
Performance Compensation
| Equity Award Feature | FY 2024 Detail | Vesting/Notes |
|---|---|---|
| Annual director option grant | 2,000 options granted to each non-employee director in 2024; Hart grant fair value $30,087 | Company options typically vest 25% annually beginning on the second anniversary of grant, continuing through fifth anniversary |
| Total director stock options held (Hart) | 21,000 shares underlying options as of 12/31/2024 | Company-wide option pricing at grant equals market value; grants ratified by Board; options are used to align long-term interests |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards (other than GSBC) | None disclosed for Hart per Board skills matrix “Public Company Experience” row |
| Private/nonprofit/academic boards | Extensive roles listed above; multiple civic/nonprofit boards in Springfield region |
| Shared directorships with competitors/suppliers/customers | Not disclosed in proxy specific to Hart |
Expertise & Qualifications
| Skill Area | Presence |
|---|---|
| Executive management/leadership | Yes (X in matrix) |
| Corporate governance/ethics | Yes |
| Legal/regulatory | Yes |
| Strategic oversight/operations | Yes |
| Community affairs | Yes |
| Commercial real estate | Yes |
| Accounting/financial reporting | No explicit designation |
| Risk management | Not designated |
| Information technology/security | Not designated |
| Public company experience (outside GSBC) | Not designated |
Equity Ownership
| Metric | As of Record Date |
|---|---|
| Beneficial ownership (shares) | 15,944 |
| Ownership (% of class) | 0.14% |
| Options included in beneficial ownership | Includes 14,000 shares exercisable within 60 days |
| Shares pledged as collateral | None disclosed for Hart (pledge noted for another officer, not Hart) |
| Hedging policy | Hedging prohibited for directors |
Related-Party Transactions (Potential Conflicts)
| Party | Transaction | Date | Largest Amount Outstanding Since 01/01/24 | Balance 12/31/24 | Interest Rate 12/31/24 | Estimated Avg Market Rate (2024) | Estimated Interest Difference (2024) |
|---|---|---|---|---|---|---|---|
| Debra Mallonee (Shantz) Hart (Director) | Home Mortgage | 10/25/2018 | $382,654 | $370,964 | 2.31% | 7.49% | $20,822 |
| Debra Mallonee (Shantz) Hart (Director) | Home Equity Line | 10/25/2018 | — | — | 2.29% | 8.00% | — |
Notes:
- Great Southern extends residential mortgages/home equity lines to insiders at “cost of funds” rates, with loans otherwise on ordinary-course terms and subject to affiliate regulations; management states these do not involve more than normal risk of collectability or unfavorable features . The proxy discloses an estimated interest benefit vs. market rates for 2024 .
Governance Assessment
-
Strengths
- Independent director serving on three key committees (Audit, Compensation, Corporate Governance & Nominating), indicating broad oversight involvement .
- Consistent engagement: Board met 13 times in FY 2024; all directors met ≥75% attendance across Board/committees; directors attended the prior annual meeting .
- Relevant domain expertise: legal/regulatory and commercial real estate experience; extensive community leadership aids stakeholder relations .
- Alignment features: standing option grants and prohibition on hedging; options provide long-term value alignment; hedging ban reduces misalignment risk .
- Broader investor support context: Company’s 2024 say-on-pay approved with ~96% of votes cast, signaling shareholder confidence in governance and pay-setting environment .
-
Watch items / RED FLAGS
- Insider lending at below market rates to Hart (home mortgage at 2.31% vs 7.49% estimated market; $20,822 estimated 2024 interest benefit) creates potential perception risk despite common bank practice and disclosed policy controls; continuing Audit Committee oversight of related-party transactions is essential .
- Concentrated insider ownership and family ties within the Company (e.g., Turner family holdings/relationships) heighten the importance of robust independence and challenge function on the Board; no specific independence concerns are disclosed for Hart, but Board context bears monitoring .
-
Compensation alignment (Director)
- Cash fees plus stock options (no RSUs/PSUs disclosed for directors); 2024 option grant of 2,000 shares and fair value $30,087; typical 2-year cliff then annual vest supports retention and long-term alignment .
- No disclosed director stock ownership guidelines; unable to assess compliance vs. target ownership multiples from the proxy (no guideline reference found).
-
Overall: Hart’s independence, committee breadth, and legal/real estate expertise support board effectiveness. The disclosed below-market insider mortgage requires continued transparent oversight to mitigate conflict perceptions. Director equity grants and hedging prohibition are positive alignment signals; public company board experience outside GSBC is not indicated, which modestly limits external market governance cross-pollination .