John Bugh
About John Bugh
John M. Bugh is Vice President and Chief Lending Officer of Great Southern Bank (GSBC), responsible for all loan production across commercial, residential, and consumer lending; he joined the bank in 2011 after serving as a lending officer at other commercial banks and as an examiner for the FDIC . He is 57 years old as of the 2024 Form 10-K . Company performance indicators relevant to incentive design show diluted EPS of $5.26 in 2024 ($5.61 in 2023, $6.02 in 2022), net income of $61.8M in 2024 ($67.8M in 2023, $75.9M in 2022), and five-year TSR values for a fixed $100 investment at $110.75 in 2024 ($107.03 in 2023, $104.07 in 2022) versus a Midwest Banks peer group at $122.10 in 2024 ($100.08 in 2023, $98.03 in 2022) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Diluted EPS ($) | 6.02 | 5.61 | 5.26 |
| Net Income ($000s) | 75,948 | 67,800 | 61,807 |
| TSR – GSBC ($100 base) | 104.07 | 107.03 | 110.75 |
| TSR – Peer Group ($100 base) | 98.03 | 100.08 | 122.10 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FDIC | Examiner | — | — |
| Various commercial banks | Lending Officer | — | — |
Fixed Compensation
| Year | Base Salary Set ($) | Salary Paid ($) | Target Bonus (% of salary) | Max Bonus (% of salary) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|---|---|
| 2024 | 493,500 | 492,661 | 8.50% (quarterly EPS plan) | 10.625% | 46,667 | 401(k) match $13,800; officer life insurance premium $231; all other compensation total $29,909 |
| 2023 | 470,000 | 467,213 | — (corporate EPS only) | 9.35% | 17,478 | Perquisites included club dues |
| 2022 | — | 397,559 | Corporate 9.35%; Individual 8.50% | 17.85% | 68,200 | — |
- Bonus metric basis: quarterly GAAP EPS versus preset thresholds; no individual component in 2023; reinstated as purely EPS-based for Bugh/Copeland/Baker in 2024 .
Performance Compensation
Annual Cash Incentive – 2024 EPS Framework and Payouts
| Quarter | EPS Target Grid ($) | Actual EPS ($) | Payout vs Quarterly Opportunity |
|---|---|---|---|
| Q1 2024 | 0.59 (50%), 0.79 (75%), 0.89 (90%), 0.99 (100%), 1.09 (110%), 1.24 (125%) | 1.13 | 110% |
| Q2 2024 | 0.67 (50%), 0.90 (75%), 1.01 (90%), 1.12 (100%), 1.23 (110%), 1.40 (125%) | 1.45 | 125% |
| Q3 2024 | 0.70 (50%), 0.93 (75%), 1.04 (90%), 1.16 (100%), 1.28 (110%), 1.45 (125%) | 1.41 | 110% |
| Q4 2024 | 0.72 (50%), 0.96 (75%), 1.08 (90%), 1.20 (100%), 1.32 (110%), 1.50 (125%) | 1.27 | 100% |
- Weighting: 100% corporate EPS for Bugh (no individual component) .
Equity Options – Grants and Terms
| Grant Year | Grant Date | Options (#) | Exercise Price ($/sh) | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| 2024 | 11/20/2024 | 4,800 | 61.79 | 25% annually from 11/20/2026 | 72,192 |
| 2023 | 11/15/2023 | 4,800 | 53.22 | 25% annually from 11/15/2025 | 56,304 |
| 2022 | 11/16/2022 | 4,800 | 61.55 | 25% annually from 11/16/2024 | 64,704 |
Option exercise activity:
- 2024: Exercised 1,750 options; value realized $54,541 .
- 2023: Exercised 1,500 options; value realized $35,941 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 23,092 shares; 0.20% of outstanding (11,599,951 shares at record date) |
| Shares pledged | 1,791 shares pledged as collateral (red flag) |
| Hedging policy | Hedging/monetization transactions prohibited for directors/officers/employees |
| Pension eligibility | Not eligible under multi-employer pension plan |
| Stock ownership guidelines | Not disclosed — |
| Options status (12/31/2024) | 21,301 exercisable; 16,699 unexercisable |
Outstanding equity awards (12/31/2024) – options detail:
| Securities Underlying Options (Exercisable) | Securities Underlying Options (Unexercisable) | Exercise Price ($) | Expiration | Vesting Note |
|---|---|---|---|---|
| 1,750 | — | 50.7100 | 11/18/2025 | — |
| 2,500 | — | 41.3000 | 10/24/2026 | — |
| 2,800 | — | 52.2000 | 11/15/2027 | — |
| 3,500 | — | 55.0000 | 11/28/2028 | — |
| 3,800 | — | 60.1500 | 11/20/2029 | — |
| 3,375 | 1,125 | 41.7400 | 10/26/2030 | 1,125 on 10/26/2025 |
| 2,376 | 2,374 | 57.9800 | 11/17/2031 | 1,187 on 11/17/2025 & 2026 |
| 1,200 | 3,600 | 61.5500 | 11/16/2032 | 1,200 annually 2025–2027 |
| — | 4,800 | 53.2200 | 11/15/2033 | 1,200 annually 2025–2028 |
| — | 4,800 | 61.7900 | 11/20/2034 | 1,200 annually 2026–2029 |
Change-in-control (CIC) equity acceleration values:
- If CIC at 12/31/2024 or death/disability, accelerated option value for Bugh: $55,392 .
Employment Terms
- No employment or severance agreement; unvested stock options accelerate upon CIC or termination due to death/disability .
- Supplemental officer life insurance benefit $175,000 (plus $60,000 basic employee term life), applicable to Bugh; pension plan not eligible .
- Insider trading policy prohibits hedging/monetization transactions; policy filed with 2024 Form 10-K .
- Related-person loans: Bugh maintained a home mortgage with outstanding balance $864,302 at 12/31/2024, 2.31% interest versus estimated average market rate 7.49%, with an estimated $52,193 interest benefit (loans generally extended at cost of funds; on substantially same terms) .
Investment Implications
- Alignment vs. risk: Bugh has meaningful option exposure with multi-year vesting and cash incentives tied 100% to quarterly EPS, promoting near-term earnings discipline; however, pledged shares (1,791) introduce alignment and margin risk and are a governance red flag .
- Retention and CIC dynamics: Absence of an employment agreement limits guaranteed severance, but single-trigger option acceleration on CIC/death/disability offers realized value ($55,392 at 12/31/2024), which could reduce post-deal retention incentives unless new grants are provided .
- Selling pressure: Recent option exercises in 2023–2024 (1,500 and 1,750 shares) indicate periodic monetization; monitor Form 4s around November vest dates (11/15–11/20 cycles) for potential supply as tranches vest .
- Pay-for-performance: 2024 payouts tracked EPS outperformance in Q2 and above-target in Q1/Q3; cash bonus $46,667 aligns with corporate results; company-level Say-on-Pay support was strong (~96% in 2024), reducing near-term compensation overhang risk .