Joseph Turner
About Joseph W. Turner
Joseph W. Turner, age 60, is President and Chief Executive Officer of Great Southern Bancorp, Inc. (GSBC) and Great Southern Bank; he joined Great Southern in 1991, became an officer of Bancorp in 1995, and a director in 1997; prior to banking, he practiced law at Stinson LLP and currently serves on the board of CoxHealth . Under his tenure as CEO since 2000, GSBC delivered consistent profitability with net income of $75.9M in 2022, $67.8M in 2023, and $61.8M in 2024, and diluted EPS of 6.02, 5.61, and 5.26, respectively; GSBC’s five-year TSR improved from 81.25 (2020) to 110.75 (2024) based on a $100 initial investment . Revenues were $34.14M (FY22), $30.07M (FY23), and $27.87M (FY24)* .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Great Southern Bancorp/Bank | Joined; Officer (Bancorp) | 1991; 1995 | Progression into executive leadership supporting expansion and risk management . |
| Great Southern Bancorp/Bank | Director | 1997–present | Board oversight and strategic governance . |
| Great Southern Bancorp/Bank | President & CEO | 2000–present | Led growth, profitability, and capital allocation; strong TSR and EPS delivery . |
| Stinson LLP (law firm) | Attorney | Pre-1991 | Legal and regulatory expertise applied to banking operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CoxHealth | Board Member | Not disclosed | Community and healthcare system governance experience, local market ties . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 467,991 | 487,463 | 504,646 | 2024 includes $57,000 director fees; base set below peer averages . |
| Option Awards (Grant-date FV, $) | 105,144 | 91,494 | 117,312 | Black-Scholes assumptions in 10-K Note 19 . |
| All Other Compensation ($) | 180,758 | 189,844 | 183,448 | Includes perqs; aircraft personal use $43,292 in 2024; 401(k) match $13,800; insurance/tax reimbursements detailed . |
| Pension (Change in PV, $) | — | 157,000 | 3,000 | Present value at 12/31/24: $1,294,000; 33 yrs credited . |
| 2025 Base Salary ($) | — | — | 461,492 (set for 2025) | Below peer survey averages; Committee benchmarking shown . |
Performance Compensation
Annual Bonus – CEO
| Year | Metric | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| 2022 | Pre-tax earnings | Not disclosed | Not disclosed | $942,022 | 1.00% of fiscal year pre-tax earnings per employment agreement . |
| 2023 | Pre-tax earnings | Not disclosed | Not disclosed | $853,441 | 1.00% pre-tax earnings . |
| 2024 | Pre-tax earnings | Not disclosed | Not disclosed | $754,966 | 1.00% pre-tax earnings; CEO not in Annual Incentive Bonus Plan . |
Other NEO quarterly EPS bonus grid used 8.50% target of base salary with 125% max; quarterly EPS outcomes drove 125% payout in Q2 and 100–110% in other quarters .
Equity Awards – CEO
| Grant Date | Type | # Options | Strike ($) | Vesting | Expiration |
|---|---|---|---|---|---|
| 11/20/2024 | Stock Option | 7,800 | 61.79 | 25% annually from 11/20/2026–2029 | 11/20/2034 . |
| 11/15/2023 | Stock Option | 7,800 | 53.22 | 25% annually from 11/15/2025–2028 | 11/15/2033 . |
Option Exercises – 2024
| Name | Shares Exercised | Value Realized ($) |
|---|---|---|
| Joseph W. Turner | 6,000 | 97,260 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,867,195 shares; 16.04% of outstanding . |
| Breakdown | Includes 102,122 joint with spouse; 2,478 spouse; 37,451 options exercisable; 11,304 in trusts for children; 95,000 Turner Family Foundation; 1,566,024 Turner Family Limited Partnership; ~17,556 401(k) fund units equivalent shares . |
| Vested vs Unvested Options | Exercisable: 37,451; Unexercisable: 27,199 at 12/31/24 . |
| Pledged Shares | None disclosed for CEO; one NEO (Bugh) had 1,791 pledged shares disclosed separately . |
| Hedging/Pledging Policy | Hedging prohibited by insider trading policy (zero-cost collars, forwards, swaps); pledging not explicitly addressed in proxy . |
| Ownership Culture | Emphasis on long-term stock ownership; option awards with multi-year vesting . |
Employment Terms
| Term | Provision | Economics |
|---|---|---|
| Agreement Structure | Amended and Restated Employment Agreement (11/4/2019), initial term to 9/30/2027; auto-renews 1 year annually unless notice/no extension conditions met . | Base not reducible except uniform program pre-change in control . |
| Bonus | 1.00% of pre-tax earnings (amended 3/5/2020 from 0.75%) . | See payouts above. |
| Severance (involuntary, no CIC) | Monthly salary + average bonus/incentive for prior 2 years through remaining term; continuation of specified benefits . | $6,392,465 salary/bonus continuation; $34,905 benefits (as if termination 12/31/24) . |
| Severance (double trigger CIC) | Same as above plus lump-sum 299% of “base amount” under 280G; double-trigger required . | $4,537,069 lump sum; accelerated vesting of options $90,882 value at $59.70 stock price . |
| Death/Disability | Death: salary through day 180 post-death; aggregate life insurance benefits $235,000; option acceleration $90,882 . Disability: long-term disability benefits; options accelerate . | |
| Tax Gross-ups | 280G excise tax gross-ups eliminated 11/17/2021; cutback to threshold unless full payout net-after-tax is better . | |
| Deferred Comp (legacy) | Pre-2019 deferral of compensation above Section 162(m) limit with interest provisions . |
Board Governance
- Role and Independence: CEO and director since 1997; not independent; family relationships include Chairman (William V. Turner, father) and director Julie Turner Brown (sister) on board .
- Leadership Structure: Chairman and CEO roles separated since 2000; Board believes separation allows effective oversight and management focus .
- Committees: Audit, Compensation, and Corporate Governance & Nominating composed solely of independent directors; CEO is not a member .
- Meetings/Attendance: Board met 13 times in fiscal 2024; all directors attended ≥75% of board and committee meetings during service .
- Insider Trading Policy: Hedging prohibited for directors/officers/employees .
- Say-on-Pay: 2024 approval ~96% of votes cast; frequency vote set to annual .
Director Compensation (CEO as Director)
| Component | 2024 Amount |
|---|---|
| Director Fees (included in Salary) | $57,000 . |
Related Party Transactions and Interlocks
- Loans at Favorable Rates: Company historically extends residential mortgage/home equity loans to insiders at cost-of-funds rates; detailed disclosure of specific insiders with imputed interest differences, none listed for CEO in 2024 .
- Employment of Family Members: CEO’s son-in-law (Benjamin H. Whitlock) employed as Commercial Lending Relationship Manager; 2024 compensation detailed (salary $124,082; bonus $15,116; option award $15,040; perqs and benefits as disclosed) . Director’s son (S. Turner Brown) employed as Director of Finance; 2024 compensation disclosed .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | 34,141,000 | 30,073,000 | 27,865,000 |
| Net Income ($USD) | 75,948,000 | 67,800,000 | 61,807,000 |
| Performance Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($000s) | 59,313 | 74,627 | 75,948 | 67,800 | 61,807 |
| Diluted EPS | 4.21 | 5.46 | 6.02 | 5.61 | 5.26 |
| TSR – $100 Initial Investment | 81.25 | 100.94 | 104.07 | 107.03 | 110.75 |
Compensation Structure Analysis
- Cash vs. Equity Mix: CEO compensation maintains a significant variable cash component tied to pre-tax earnings (1% bonus), with regular stock option grants vesting over 4 years; 2024 total comp was $1.56M with option FV $117k and bonus $755k, reflecting alignment with profitability but lower equity mix versus many peers .
- Peer Benchmarking: Committee used multiple survey sources (S&P Global, Aon, Compdata, Pearl Meyer, ABA); CEO base ($448,050 in 2024; $461,492 in 2025) below survey averages, indicating conservative fixed pay positioning .
- Performance Metrics: Key measures linking pay to performance include diluted EPS, ROAA, ROATCE, PPNR, NIM, and net charge-off ratio as disclosed in pay-versus-performance .
- Option Design: Options at or above market strike on grant date; vesting begins two years post-grant, 25% annually over four years; no timing around MNPI disclosed; future use of RSUs/PSUs permitted by 2022 plan but not utilized to date .
Employment Terms
| Clause | Details |
|---|---|
| Term & Auto-Renewal | Initial to 9/30/2027 with annual one-year extension, subject to performance and notice . |
| Severance & CIC | Double-trigger required; 299% base amount lump sum; ongoing salary/bonus continuation monthly; benefits continuation; option acceleration upon CIC/death/disability . |
| Clawback/Tax | 280G gross-ups eliminated in 2021; cutback or full payout based on net benefit . |
| Deferred Comp | Legacy 162(m) deferrals pre-2019 with interest; no current deferrals disclosed . |
Investment Implications
- Alignment and Control: CEO’s 16.04% stake, large family partnership holdings, and option overhang create strong alignment but also concentrated control dynamics; hedging banned, no CEO pledging disclosed, which supports alignment .
- Pay-for-Performance: Bonus formula directly links pay to pre-tax earnings; high say-on-pay (96%) suggests shareholder endorsement; base salary below peers indicates restrained fixed pay; equity awards vest over multi-years, reducing near-term selling pressure .
- Retention and CIC Economics: Substantial salary/bonus continuation ($6.39M) plus 299% base amount ($4.54M) under double-trigger CIC provides strong retention and continuity, but implies material potential cash outflows in change-of-control scenarios; tax gross-up elimination is shareholder-friendly .
- Trading Signals: 2024 option exercise of 6,000 shares ($97k realized) is modest relative to total ownership, not indicative of aggressive insider selling; ongoing multi-year vesting schedules through 2029 map future potential exercises .
- Governance Considerations: Separation of Chair/CEO roles mitigates dual-role risks; however, family ties (Chairman father, director sister; son-in-law employment) present independence optics; committees are independent and actively engaged, which offsets some concerns .
* Values retrieved from S&P Global for Revenues.