Earl Steinert Jr.
About Earl A. Steinert, Jr.
Earl A. Steinert, Jr., age 88, has served as an independent director of Great Southern Bancorp, Inc. (GSBC) and Great Southern Bank since 2004; he is a retired certified public accountant (CPA) who practiced from 1962 to 2006, and is the owner of EAS Investment Enterprises Inc. (hotels in Springfield, MO) and former managing general partner/owner of Mid-American Real Estate Partners (apartments) . He has been a member of the American Institute of CPAs and Missouri Society of CPAs, and brings over 40 years of public accounting experience and commercial real estate expertise to GSBC’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CPA Practice | Practicing Certified Public Accountant | 1962–2006 | Deep accounting and audit expertise |
| EAS Investment Enterprises Inc. | Owner (hotels, Springfield MO) | Not disclosed; current owner | Commercial real estate operating experience |
| Mid-American Real Estate Partners | Managing General Partner/Owner (apartments) | Not disclosed; prior role | Real estate development/management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants | Member | Not disclosed | Professional standards/ethics in accounting |
| Missouri Society of CPAs | Member | Not disclosed | Regional accounting body membership |
Board Governance
- Independence: Board has determined Steinert is “independent” under NASDAQ Rule 5605; independent directors constitute a majority of GSBC’s board .
- Committee memberships and engagement:
- Audit Committee member; designated “audit committee financial expert” under SEC rules; Audit Committee held 9 meetings in 2024 .
- Compensation Committee member; committee met 4 times in 2024 .
- Corporate Governance & Nominating Committee member; committee met 2 times in 2024 .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; the Board held 13 meetings; in 2023, 12 meetings with each director at ≥75% attendance .
- Risk oversight and governance framework: Committees oversee internal control/financial reporting (Audit) and compensation/incentive programs (Compensation); the Board directly oversees other material risks and receives cybersecurity control updates annually .
Committee Summary
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Yes | Not disclosed | 9 |
| Compensation | Yes | Not disclosed | 4 |
| Corporate Governance & Nominating | Yes | Not disclosed | 2 |
Fixed Compensation
- Structure: Directors receive per-meeting fees from both GSBC and Great Southern Bank; Audit Committee members receive per-meeting fees; no reimbursement for travel .
- 2024 rate card: GSBC Board $1,500 per regular monthly meeting; Bank Board $3,250 per regular monthly meeting; Audit Committee $400 ($450 chair) per meeting .
| Metric | 2023 | 2024 |
|---|---|---|
| GSBC Board fee per meeting | $1,500 | $1,500 |
| Bank Board fee per meeting | $3,000 | $3,250 |
| Audit Committee fee per meeting | $300; $350 chair | $400; $450 chair |
Director-Level Cash Fees
| Year | Fees Earned or Paid in Cash ($) | Source |
|---|---|---|
| 2023 | $55,200 | |
| 2024 | $58,600 |
Performance Compensation
- Equity awards: Non-employee directors received stock options; GSBC uses the 2022 Omnibus Incentive Plan; options are granted at market value on grant date and typically vest 25% annually beginning on the second anniversary of the grant date (time-based, no performance metrics) .
- Award specifics for Steinert:
| Year | Award Type | Grant Date | Shares | Grant-Date Fair Value ($) | Exercise Price | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|---|---|
| 2023 | Stock Options | 11/15/2023 | 2,000 | $23,460 | Not disclosed for directors (executives: $53.22) | 25% annually from 2nd anniversary (typical) | None (time-based) |
| 2024 | Stock Options | Awarded during 2024 | 2,000 | $30,087 | Not disclosed for directors (executives: $61.79) | 25% annually from 2nd anniversary (typical) | None (time-based) |
Note: Grant-date exercise prices shown for executives in GSBC’s Grants of Plan-Based Awards tables; director exercise prices were not separately disclosed, but plan requires exercise price ≥ market value on grant date .
Other Directorships & Interlocks
- No other public company directorships disclosed for Steinert in GSBC’s proxy; biography emphasizes accounting and real estate roles, not external public boards .
- Board “Public Company Experience” matrix does not indicate public company board experience for Steinert .
Expertise & Qualifications
- Audit/Accounting: CPA; audit committee financial expert designation .
- Corporate governance and ethics: Board matrix denotes governance experience .
- Executive/leadership: Matrix indicates executive management/leadership experience .
- Strategic oversight and operations: Matrix indicates strategic oversight .
- Commercial real estate: Biography reflects hotel/apartment ownership and development experience .
Equity Ownership
- Hedging is prohibited by insider trading policy; directors/officers may not enter hedging or monetization transactions .
- No pledging disclosed for Steinert; a pledge is disclosed for another officer (Bugh) in ownership footnotes, not for Steinert .
| Metric | 2023 | 2025 (Record Date March 4, 2025) |
|---|---|---|
| Total beneficial ownership (shares) | 946,596 | 943,596 |
| Ownership as % of shares outstanding | 8.05% | 8.13% |
| Options exercisable within 60 days (included in beneficial ownership) | 7,000 | 4,000 |
| Notes on voting/dispositive power | Sole voting and dispositive power over all listed shares | Sole voting and dispositive power over all listed shares |
| Total options held, as of 12/31/2024 (all outstanding, not just exercisable) | 11,000 | — |
Fixed vs Equity Director Compensation Mix
| Year | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $55,200 | $23,460 | $78,660 |
| 2024 | $58,600 | $30,087 | $88,687 |
Insider Trades and Section 16 Compliance
| Item | Steinert Status | Source |
|---|---|---|
| Late SEC Form 4 filings (2023) | None disclosed for Steinert; one late Form 4 for director Ausburn |
Related Party Transactions & Potential Conflicts
- Director/officer loans disclosed include certain executives and directors (e.g., Pitt, Hart), but no loans to Steinert were disclosed; loans are at cost-of-funds rates, with terms consistent with market and regulatory requirements .
- Steinert’s hotel/apartment business interests may intersect with GSBC’s regional lending activities; however, no related-party transactions involving Steinert were disclosed .
Governance Assessment
- Strengths: Independent status; audit committee financial expert designation; consistent committee engagement; attendance at least 75%; and substantial equity ownership (≈8%) aligning incentives with shareholders .
- Compensation alignment: Director pay is primarily per-meeting cash plus modest time-based stock options; no performance-linked equity for directors, which reduces pay-for-performance signaling but aligns through long-term option exposure .
- Conflicts/related-party risk: No Steinert-specific related-party transactions or below-market loans disclosed; hedging prohibited; no pledging disclosed, supporting ownership alignment .
- Board environment: GSBC’s say-on-pay received ~96% approval in 2024 and 2023, indicating broad investor support for compensation practices (board-level oversight context) .
Notes on Committee Charters and Process
- Audit, Compensation, and Corporate Governance & Nominating committees operate under written charters available on GSBC’s website; Audit oversees financial reporting/internal controls and auditor independence; Compensation oversees executive/board compensation and succession; Corporate Governance & Nominating manages board composition, leadership structure, governance guidelines, and annual board self-evaluation .
Executive sessions frequency and director-specific attendance rates beyond the ≥75% threshold were not disclosed in the proxy; committee chair roles for Steinert were not identified .