Douglas Pitt
About Douglas M. Pitt
Douglas M. Pitt (age 58) has served as an independent director of Great Southern Bancorp, Inc. since 2015. He is a technology entrepreneur and owner of Pitt Technology Group, LLC, and also owns Pitt Development Group, LLC, a medical office real estate developer; he is a well-known philanthropist and civic leader, serves on the board of WorldServe International, and founded Care to Learn; he is a past Chairman of the Springfield Area Chamber of Commerce . The Board has formally determined Mr. Pitt to be “independent” under NASDAQ Rule 5605 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Springfield Area Chamber of Commerce | Past Chairman | Not disclosed | Local economic leadership; civic engagement |
| ServiceWorld Computer Center (former company) | Technology entrepreneur/owner (company recognized locally) | Not disclosed | Company received Springfield Area Chamber Small Business of the Year and Springfield Business Journal’s Philanthropic Business of the Year |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pitt Technology Group, LLC | Owner | Current | IT/technology operations leadership |
| Pitt Development Group, LLC | Owner | Current | Medical office real estate development expertise |
| WorldServe International | Board Member | Current | Oversees one of the largest water drilling operations in East Africa |
| Care to Learn | Founder | Current | Funds child health, hunger, and hygiene needs |
Board Governance
- Independence: The Board has determined Mr. Pitt is independent (NASDAQ Rule 5605) .
- Committee memberships: Audit Committee (independent; nine meetings in 2024), Compensation Committee (independent; four meetings in 2024), Corporate Governance & Nominating Committee (independent; two meetings in 2024) .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings for which they served; the Board held 13 meetings .
- Board skills: Mr. Pitt’s skills matrix includes Executive Management/Leadership, Corporate Governance/Ethics, Information Technology/Data Security, Risk Management, Commercial Real Estate, Strategic Oversight/Operations, and Community Affairs .
- Board leadership and risk oversight: Chair and CEO roles are separated; the Audit Committee and Compensation Committee oversee key risk areas; the Board receives cybersecurity updates and annual education .
Fixed Compensation
| Component | Structure/Rate | 2024 Amount (USD) |
|---|---|---|
| Bancorp Board meeting fees | $1,500 per regular monthly meeting | Included in total |
| Great Southern Bank Board meeting fees | $3,250 per regular monthly meeting | Included in total |
| Audit Committee meeting fees | $400 per meeting ($450 for chair; Mr. Pitt not disclosed as chair) | Included in total |
| Director total cash fees (Douglas M. Pitt) | Aggregate cash fees for 2024 | $58,600 |
Performance Compensation
| Award Type | Grant Details | Quantity/Value | Vesting/Terms |
|---|---|---|---|
| Stock options (2024 annual grant) | Non-employee director grant | 2,000 options; grant date fair value $30,087 | Options typically vest 25% annually beginning on the second anniversary of grant; exercise price ≥ market at grant; grants ratified by Board |
| Total stock options outstanding (as of 12/31/24) | Aggregate options held by Mr. Pitt | 16,000 options | Standard option plan terms under the 2022 Omnibus Incentive Plan |
No RSUs/PSUs, bonus, or performance metric-based director equity awards are disclosed for Mr. Pitt; director equity is delivered via stock options only .
Other Directorships & Interlocks
| Company | Public Company? | Role | Potential Interlocks/Overlap |
|---|---|---|---|
| None disclosed | N/A | N/A | No public company board service for Mr. Pitt is disclosed in the proxy . |
Expertise & Qualifications
- Executive leadership and governance: Executive Management/Leadership and Corporate Governance/Ethics .
- Technology and cybersecurity: Information Technology/Data Security .
- Risk management and real estate: Risk Management, Commercial Real Estate .
- Strategic oversight and community ties: Strategic Oversight/Operations; Community Affairs .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 20,302 shares |
| Percent of shares outstanding | 0.17% |
| Options exercisable within 60 days | 9,000 shares via options |
| Pledged shares | None disclosed for Mr. Pitt (pledge note applies to a different director) |
| Hedging policy | Directors, officers, employees prohibited from hedging or monetization transactions (e.g., collars, forwards) |
Related-Party Transactions (Conflict Screening)
| Party | Transaction | Largest Amount Outstanding Since 01/01/24 | Interest Rate | Market Rate Estimate | 2024 Interest Difference |
|---|---|---|---|---|---|
| Douglas M. Pitt (Director) | Home mortgage (11/03/15) | $562,505 | 2.36% | 7.41% | $30,250 |
- Policy/oversight: Such loans are extended in the ordinary course, on substantially the same terms (other than interest rate set to cost of funds), with Audit Committee review of related-party transactions; loans comply with affiliate regulations .
- Implication: Preferential rate creates perceived conflict risk; mitigants include disclosure, internal policy, and regulated affiliate lending standards .
Director Compensation Mix (2024)
| Component | Cash vs. Equity | Notes |
|---|---|---|
| Cash meeting fees | Cash | Board and committee per-meeting fees only; no annual cash retainer disclosed |
| Equity (stock options) | Equity (options) | Annual grant of 2,000 options with fair value $30,087; total options held 16,000 |
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-Pay approval: 2024 executive compensation received ~96% approval; frequency vote set to annual .
- Implication: Strong shareholder support for compensation program oversight by Compensation Committee (includes Mr. Pitt as member) .
Governance Assessment
- Strengths: Independent status; active committee service across Audit, Compensation, and Corporate Governance; strong attendance; relevant IT/cyber and real estate expertise; equity alignment via options and ownership; anti-hedging policy .
- Concerns/RED FLAGS: Director home mortgage at a below-market rate implies alignment risk and potential conflict optics, though disclosed and governed under policy and regulations; estimated 2024 interest benefit $30,250; continued monitoring advised .
- Overall: Governance profile is broadly solid with clear independence and committee engagement, but the related-party loan warrants investor attention for optics and alignment relative to best-practice prohibitions in some institutions .
Additional notes: The Board maintains separated Chair/CEO roles and formal risk oversight processes inclusive of cybersecurity updates; the majority of directors are independent, supporting board effectiveness .