Julie Turner Brown
About Julie Turner Brown
Julie Turner Brown, age 63, has served as a director of Great Southern Bancorp, Inc. (Bancorp) and Great Southern Bank since 2002. She is an attorney and shareholder with Carnahan Evans, P.C. in Springfield, Missouri (joined 1996). She is the daughter of Chairman William V. Turner and the sister of CEO Joseph W. Turner. The Board’s independence disclosure lists independent directors and does not include Ms. Brown, indicating she is not independent due to familial relationships. In 2024, each director attended at least 75% of board and committee meetings; the Board held 13 meetings. All directors attended the 2024 annual meeting (held virtually).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carnahan Evans, P.C. | Attorney and shareholder | Since 1996 | Legal/regulatory expertise brought to GSBC Board |
| Great Southern Bancorp/Bank | Director | Since 2002 | Long-tenured director; strategic oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Community Foundation of the Ozarks | Board service (prior) | Not disclosed | Civic involvement |
| Care to Learn | Board service (prior) | Not disclosed | Civic involvement |
| Ozarks Technical College Foundation | Board service (prior) | Not disclosed | Civic involvement |
| Boys and Girls Club | Board service (prior) | Not disclosed | Civic involvement |
| Foundation for Springfield Public Schools | Board service (prior) | Not disclosed | Civic involvement |
| Springfield Innovations, Inc. | Board service (prior) | Not disclosed | Civic involvement |
Board Governance
- Board tenure: Director since 2002; nominated in 2025 to a three-year term expiring 2028 .
- Independence: Not listed among independent directors (independent directors are Ausburn, Carlson, Counts, Edwards, Hart, Pitt, Steinert), implying Ms. Brown is not independent due to family ties to Chairman and CEO .
- Attendance: Board met 13 times in fiscal 2024; each director attended at least 75% of aggregate board and committee meetings during their service .
- Annual meeting engagement: All directors attended prior year’s annual meeting .
- Committee memberships (holding company): Not listed as a member of Audit, Compensation, or Corporate Governance & Nominating (those committees consist solely of the seven independent directors) .
- Committee role (bank subsidiary): Member of Great Southern’s Compliance Committee (paid $350 per meeting) .
Fixed Compensation (Director)
| Item | 2024 |
|---|---|
| Bancorp Board meeting fee (per monthly meeting attended) | $1,500 |
| Great Southern Bank Board meeting fee (per monthly meeting attended) | $3,250 |
| Compliance Committee fee (Great Southern) | $350 per meeting |
| Fees earned or paid in cash – Julie Turner Brown | $57,000 |
| All other compensation (director line) | — (none disclosed) |
Board and bank boards comprised the same individuals in 2024; directors are not reimbursed for travel costs .
Performance Compensation (Director)
| Equity Element | Detail | 2024 |
|---|---|---|
| Stock option grant | Options granted to non-employee directors | 2,000 options (per director) |
| Grant-date fair value | ASC 718 (Black-Scholes) valuation | $30,087 |
| Options outstanding (total underlying) | As of 12/31/2024 | 14,500 options (Brown) |
| Options exercisable within 60 days (beneficial ownership calc) | As of record date | 7,500 options (Brown) |
| Performance metrics for director equity | Disclosed? | None disclosed; options value tied to share price |
Policies affecting alignment:
- Hedging in company securities is prohibited for directors, officers and employees .
- No pledging by Ms. Brown is disclosed (pledged shares are only noted for another officer in footnotes) .
Director Election and Shareholder Votes
| Proposal | 2024 | 2025 |
|---|---|---|
| Say-on-Pay: For | 7,627,308 | 7,688,075 |
| Say-on-Pay: Against | 345,979 | 185,089 |
| Say-on-Pay: Abstain | 27,869 | 106,792 |
| Say-on-Pay: Broker Non-Votes | 1,494,676 | 1,425,037 |
| 2025 Director Election (Julie Turner Brown) | Votes |
|---|---|
| For | 7,094,282 |
| Withheld | 885,674 |
| Broker Non-Votes | 1,425,037 |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Ms. Brown .
- Family interlocks: Daughter of Chairman William V. Turner and sister of CEO Joseph W. Turner; both serve on the Board (and CEO is an executive), creating family-controlled governance dynamics .
Expertise & Qualifications
- Legal/Regulatory (practicing attorney) .
- Corporate Governance/Ethics .
- Strategic Oversight/Operations .
- Community Affairs (deep local civic involvement) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 1,709,013 shares |
| Percent of class | 14.72% |
| Components (per footnote) | 31,780 joint with spouse; 7,500 options exercisable within 60 days; 7,593 held in trust for children; 95,000 held by Turner Family Foundation (Ms. Brown, J. Turner, W. Turner are directors and share voting/dispositive power); 1,566,024 held by Turner Family Limited Partnership (Ms. Brown and J. Turner are general partners and share voting/dispositive power) |
| Total options outstanding (as of 12/31/24) | 14,500 underlying shares |
| Pledged shares | None disclosed for Ms. Brown (pledge footnote appears for another officer) |
| Hedging policy | Hedging prohibited for directors |
Related-Party Exposure
| Relationship/Party | Nature | Key Terms/Amounts | Notes |
|---|---|---|---|
| S. Turner Brown (son of Julie Turner Brown) | Employment at Great Southern | 2024 comp: salary $169,340; bonus $16,306; option award grant-date FV $15,040; 401(k) match $7,408; life insurance $231 | Related person employment |
| S. Turner Brown (son) | Home mortgage loan | Largest outstanding since 1/1/24: $603,101; 12/31/24 balance $587,817; 2.36% rate vs estimated market 8.22%; estimated interest difference $36,656 | Loans to insiders/family at “cost of funds” policy |
| Governance review | Related party transaction oversight | Audit Committee charter requires review/approval of Item 404 transactions | Oversight process disclosed |
Other loans to directors (e.g., Pitt, Hart) at below-market rates are disclosed under the same lending policy, illustrating broader insider lending practices typical for banks; however, these do not directly involve Ms. Brown aside from family-member loan above .
Governance Assessment
- RED FLAGS:
- Non-independence and concentrated family control: Ms. Brown is the Chairman’s daughter and CEO’s sister; she beneficially owns 14.72% (including shared control over large family partnership/foundation holdings), indicating substantial family influence and potential conflicts of interest .
- Related-party exposure: Her son is employed by the bank and held a below-market-rate mortgage under the bank’s insider lending policy; this elevates perceived nepotism and conflict risk despite disclosed oversight by the Audit Committee .
- Mitigants:
- Board structure: Majority independent directors and separation of Chair and CEO roles; Board integrates risk oversight and reports from committees; high director attendance .
- Shareholder alignment and support: Material personal/family ownership aligns economic interests long-term; say-on-pay received strong support in 2024 and 2025 .
- Trading policy: Hedging by directors is prohibited, supporting alignment; no pledging disclosed for Ms. Brown .
- Net view: Ms. Brown brings legal/regulatory expertise and deep local relationships, but the extent of family control, related-person employment and family lending raise governance risk flags that investors often discount with higher oversight expectations. Monitoring committee composition (keeping key committees fully independent) and continued transparency on related-party transactions remain critical for investor confidence .