Kevin Ausburn
About Kevin R. Ausburn
Independent director of Great Southern Bancorp, Inc. since 2017; age 69. Former Chairman and Chief Executive Officer of SMC Packaging Group (retired end of 2024). Certified public accountant with deep local civic involvement. Board tenure: 8 years as of 2025; currently serving a term expiring at the 2026 annual meeting. Independent under NASDAQ Rule 5605 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SMC Packaging Group (Springfield, MO) | Chairman & CEO | Retired end of 2024 (prior service dates not disclosed) | Senior executive and owner/operator; entrepreneurship and managerial knowledge cited as valuable to GSBC Board |
| Public accounting (CPA) | CPA (practicing history not detailed) | Not disclosed | Accounting/financial reporting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Springfield Business Development Corporation | Board/Civic involvement | Not disclosed | Civic leadership |
| Ozarks Trails Council – Boy Scouts of America | Board | Not disclosed | Community engagement |
| Association of Independent Corrugated Converters | Board | Not disclosed | Industry association |
| Good Government Committee | Member | Not disclosed | Civic involvement |
| Voice of Business Committee | Member | Not disclosed | Civic involvement |
| Council of Churches of the Ozarks Foundation | Board | Not disclosed | Civic involvement |
| Community Foundation of the Ozarks – Audit/Operations Committee | Committee member | Not disclosed | Audit/operations oversight in nonprofit context |
Board Governance
- Independence: Determined independent by GSBC Board (NASDAQ Rule 5605) .
- Committee memberships: Audit Committee; Compensation Committee; Corporate Governance and Nominating Committee (all comprised solely of independent directors) .
- Committee activity levels (2024): Audit Committee held 9 meetings; Compensation Committee held 4 meetings; Corporate Governance and Nominating Committee held 2 meetings .
- Board activity and attendance: Board held 13 meetings in 2024; every director attended ≥75% of Board and applicable committee meetings; all directors attended the prior annual stockholder meeting (held virtually) .
- Skills matrix profile: Executive management, accounting/financial reporting, corporate governance/ethics, risk management, human resources/compensation, strategic oversight/operations, community affairs (all marked for Ausburn) .
Fixed Compensation
| Year | Cash Fees (Board + Committees) | Meeting Fee Structure (Disclosed) | Total Cash |
|---|---|---|---|
| 2024 | $58,800 | Bancorp Board: $1,500 per regular monthly meeting; Bank Board: $3,250 per regular monthly meeting; Audit Committee member fee $400 per meeting ($450 for chair) | $58,800 |
Notes:
- Directors are not reimbursed for costs incurred in attending meetings .
- No additional retainers or meeting fees disclosed beyond the per-meeting structure .
Performance Compensation
| Award Type | Grant Date | Shares/Options | Grant-Date Fair Value | Vesting | Exercise Price |
|---|---|---|---|---|---|
| Stock Options (non-employee director grant) | 2024 (specific date not separately disclosed for directors) | 2,000 options | $30,087 | Options generally begin vesting after 2 years; 25% annually over years 2–5 per plan practice | Not disclosed for director grant (NEO grants were at $61.79, but director exercise price not specified) |
Performance plan linkages for director pay:
- No performance metrics (TSR/EBITDA/EPS) disclosed for director equity awards; director options are time-based vesting under the omnibus plan .
Other Directorships & Interlocks
- Public company directorships: Skills matrix does not mark public company experience for Ausburn; no other public boards disclosed .
- Interlocks and related-party exposure: No related-party transactions disclosed involving Ausburn; the related-party loans table lists certain executives and two directors (Pitt, Hart), but not Ausburn .
Expertise & Qualifications
- CPA; senior executive leadership; governance/ethics; risk management; HR/compensation; strategic operations; strong community relations (per Board skills matrix and biography) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Components/Notes |
|---|---|---|---|
| Kevin R. Ausburn | 15,300 | 0.13% | Includes 14,000 shares via options exercisable within 60 days (indicative of vested/exercisable options); balance held directly/other forms not itemized |
| Total options outstanding (all statuses) | 21,000 options as of 12/31/2024 | — | Suggests ~7,000 unexercisable at Record Date given 14,000 exercisable within 60 days |
Additional alignment/controls:
- Hedging prohibited for directors, officers, employees (zero-cost collars, forwards, etc.) per Insider Trading Policy .
- No pledging by Ausburn disclosed; pledging noted for another officer (Bugh: 1,791 shares) .
Governance Assessment
- Independence and breadth of committee service: Positive—serves on all three core committees (Audit, Compensation, Corporate Governance/Nominating), supporting board effectiveness and oversight breadth .
- Attendance and engagement: Positive—≥75% attendance threshold met; board and committee cadence is regular (13 Board, 9 Audit in 2024), and directors attended the annual meeting .
- Ownership alignment: Mixed/Positive—meaningful option exposure (21,000 options outstanding; 14,000 exercisable) and 0.13% beneficial ownership; option-heavy mix aligns to stock appreciation but is less retention-focused than RSUs and can encourage risk; hedging prohibitions mitigate misalignment risk .
- Conflicts/related parties: Positive—no Ausburn-specific related-party transactions disclosed; related-party mortgages at below-market rates disclosed for other insiders, but not for Ausburn; Audit Committee reviews related-party transactions .
- Compensation governance signal: Director cash+options structure is conventional for small/mid-cap banks; option vesting over years 2–5 adds long-term alignment; no director-specific retainers or equity beyond options disclosed .
- Say-on-Pay context (board oversight of compensation): 96% approval in 2024 indicates strong shareholder support for compensation practices overseen by committees including Ausburn (though director compensation is separate from executive) .
RED FLAGS (none Ausburn-specific disclosed):
- Family control concentration (Turner family significant ownership and multiple family members on Board) may pose governance risks, though Ausburn is independent and on governance committees .
- Below-market rate insider loans exist for certain insiders (common in community banks), but Ausburn not listed; continued Audit Committee oversight is important .
Committee Assignments Snapshot (2024 Activity)
| Committee | Membership | Meetings Held (2024) | Notes |
|---|---|---|---|
| Audit | Ausburn + Counts, Carlson, Edwards, Hart, Pitt, Steinert | 9 | Steinert designated “audit committee financial expert” |
| Compensation | Ausburn + Carlson, Counts, Edwards, Hart, Pitt, Steinert | 4 | Solely independent; oversees executive pay and director pay mix |
| Corporate Governance & Nominating | Ausburn + Carlson, Counts, Edwards, Hart, Pitt, Steinert | 2 | Solely independent; handles board composition, evaluations, governance policies |
Director Compensation Mix (2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $58,800 |
| Option Awards (Grant-Date Fair Value) | $30,087 |
| Total | $88,887 |
Director Equity Award Details (2024 cohort)
| Metric | Value |
|---|---|
| Annual option grant size | 2,000 options (non-employee directors) |
| Grant-date fair value per director | $30,087 |
| Vesting practice | 25% annually starting year 2 through year 5 |
Ownership & Option Positioning
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 15,300; 0.13% of class |
| Options exercisable within 60 days | 14,000 |
| Total options outstanding (as of 12/31/24) | 21,000 |
| Hedging policy | Prohibited for directors/officers/employees |
Independence & Attendance
- Independent director; attended ≥75% of Board/committee meetings; Audit 9, Compensation 4, Governance/Nominating 2 meetings held in 2024; all directors attended the annual meeting .
Compensation Committee Context
- Committee members include Ausburn; solely independent; uses formal charter; responsibilities include CEO goals, executive pay, director pay mix, succession planning; met 4 times in 2024 .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~96%; frequency set to annual in 2024 vote; Board adopted annual cadence .
Risk Oversight & Governance Policies
- Board maintains separate Chair and CEO roles; integrated risk oversight (committees cover controls/compliance and compensation risks; Board covers credit/interest rate/liquidity/cybersecurity) .
- Corporate Governance Guidelines and committee charters available on company website .
Equity Ownership
| Category | Shares | % of Class | Notes |
|---|---|---|---|
| Beneficial ownership | 15,300 | 0.13% | Includes 14,000 shares via options exercisable within 60 days |
| Options outstanding | 21,000 | — | Director total option position as of 12/31/24 |
Governance Assessment
- Overall, Ausburn presents strong board value through CPA credentials, CEO experience, and broad committee service. Independence status and no disclosed related-party transactions bolster investor confidence. Option-centric director equity aligns long-term but lacks performance conditioning—appropriate for director pay yet warrants monitoring given community-bank practices around insider loans (currently no Ausburn-specific exposure). High say-on-pay support indicates shareholders broadly endorse compensation oversight processes involving Ausburn’s committees .