Thomas Carlson
About Thomas J. Carlson
Independent director at Great Southern Bancorp, Inc. since 2001 (age 72), with a background as a practicing bankruptcy attorney (until 1998) and a real estate developer (1998–2022). He served extensively in local government, including seven terms as Mayor of the City of Springfield and multiple terms on the Springfield City Council, and founded the nonprofit digital newspaper Springfield Daily Citizen in 2022. Tenure on the GSBC board is approximately 24 years; the Board classifies him as independent under Nasdaq Rule 5605 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private practice (law) | Attorney, bankruptcy law | Until 1998 | Legal expertise relevant to governance and risk |
| Real estate development | Developer of apartment/housing projects (MO/KS/OK) | 1998–2022 | Commercial real estate expertise; local economic knowledge |
| City of Springfield | City Council member; Mayor | Council: 1983–1993 and 1997–2009; Mayor: seven terms | Deep community ties; public policy experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Springfield Daily Citizen (nonprofit) | Founder | 2022–present | Nonprofit digital newspaper affiliated with Missouri State University campus |
Board Governance
- Independence: Classified as independent under Nasdaq Rule 5605 (majority of Board independent) .
- Committee memberships: Audit Committee, Compensation Committee, Corporate Governance & Nominating Committee (all independent-only committees) .
- Attendance: The Board held 13 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the prior annual stockholder meeting .
- Committee activity levels (2024): Audit (9 meetings), Compensation (4), Corporate Governance & Nominating (2) .
- Chair roles: Not disclosed for Carlson; Audit Committee chair received a higher per-meeting fee but chair identity not specified .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Member | 9 | ≥75% of Board+committee meetings per director |
| Compensation | Member | 4 | ≥75% of Board+committee meetings per director |
| Corporate Governance & Nominating | Member | 2 | ≥75% of Board+committee meetings per director |
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $58,600 |
| Option Awards ($) (grant-date fair value) | $30,087 |
| Total ($) | $88,687 |
Director fee structure (2024, applicable to all directors):
- Bancorp Board meetings: $1,500 per regular monthly meeting .
- Great Southern Bank Board meetings: $3,250 per regular monthly meeting .
- Audit Committee meetings: $400 per meeting (chair: $450) .
Performance Compensation (Director equity)
| Equity Instrument | Grant Year | Quantity | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Non-employee director stock options | 2024 | 2,000 options | $30,087 | Time-based; options typically vest 25% annually beginning on the second anniversary of grant | None disclosed for director awards (options are time-based; no EPS/TSR metrics) |
Notes:
- Options priced at or above market on grant date; grants ratified by Board; no timing around MNPI; 2022 Omnibus Incentive Plan authorizes options, RSUs, PSUs, but only options have been used to date .
Other Directorships & Interlocks
| Company | Exchange | Role | Committees |
|---|---|---|---|
| None disclosed | — | — | — |
No public company directorships or interlocks are disclosed for Carlson in the proxy .
Expertise & Qualifications
- Legal/regulatory (practicing attorney) ; Board’s skills matrix marks Legal/Regulatory for Carlson .
- Corporate governance/ethics experience .
- Commercial real estate experience .
- Strategic oversight/operations; community affairs .
- Public company experience not shown in the matrix for Carlson (matrix indicates public company experience for Turners) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 28,489 |
| Ownership (% of outstanding shares) | 0.25% |
| Shares held by spouse (included above) | 17,389 |
| Options exercisable within 60 days of record date | 11,000 |
| Total options held | 18,000 |
| Unexercisable options (derived) | 7,000 (18,000 total minus 11,000 exercisable ) |
| Shares pledged as collateral | None disclosed for Carlson (pledge noted only for Bugh) |
| Hedging policy | Company prohibits hedging/monetization transactions for directors, officers, employees |
Record date shares outstanding: 11,599,951 (context for % ownership) .
Governance Assessment
- Board effectiveness and engagement:
- Positive: Independent director serving on all key committees; Audit/Compensation/CG&N are independent-only; Board and committee workloads disclosed; director attendance ≥75% in 2024; attended prior annual meeting .
- Positive: “Say on Pay” support was ~96% at the 2024 annual meeting, indicating strong shareholder alignment with compensation governance .
- Positive: Hedging of company stock prohibited, supporting alignment with shareholders; insider trading policy in place .
- Incentives and alignment:
- Mixed: Director equity is solely time-based stock options (no RSUs/PSUs or performance metrics), which aligns long-term value creation but lacks explicit performance conditions; 2024 grant was 2,000 options (fair value $30,087) .
- Positive: Skin-in-the-game via 28,489 shares including 11,000 exercisable options; no pledging disclosed .
- Conflicts and related-party exposure:
- No related-party transactions disclosed for Carlson; RPT policy requires Audit Committee review; below-market loans disclosed for certain insiders did not include Carlson .
- Risk indicators and potential red flags:
- RED FLAG: Very long tenure (~24 years) can raise independence/perception risks per best-practice governance norms, despite formal “independent” status .
- RED FLAG (board environment): Significant family presence/control—Chairman (William V. Turner), CEO/President (Joseph W. Turner), and director (Julie Turner Brown) are immediate family; large aggregate insider holdings and related employment of family members present broader governance risk, though not attributable to Carlson personally .
- Monitoring item: Director pay mixes cash meeting fees with time-based options; absence of performance-conditioned equity for directors may dilute pay-for-performance signaling .
Overall, Carlson’s independence, committee breadth, and attendance support board oversight quality; his extensive local-government and legal/real estate background aligns with GSBC’s community banking footprint. The principal governance risks are systemic (family control and tenure) rather than Carlson-specific, with no disclosed pledging or related-party transactions for him .