William Turner
About William V. Turner
William V. Turner (age 92) is Chairman of the Board of Great Southern Bancorp, Inc. and Great Southern Bank, a role he has held since 1974; he previously served as CEO (1974–2000) and President (1974–1997), and he continues to provide deep institutional knowledge built over 50+ years of leadership . The company’s recent performance under the current leadership structure (separate Chair and CEO roles since 2000) shows 2024 diluted EPS of $5.26, net income of $61.8 million, and a 5-year TSR value of $110.75 on a $100 base, with peer TSR at $122.10 . He is not identified as an “independent director” under NASDAQ rules (independent directors are explicitly listed and do not include Mr. W. Turner) . Board/committee activity reflects robust oversight (13 board meetings in 2024; each director ≥75% attendance; Audit met 9x; Compensation met 4x; Corporate Governance & Nominating met 2x) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Great Southern Bank; Great Southern Bancorp, Inc. | Chairman | 1974–Present | Long-tenured chair; >50 years of leadership delivering deep company and banking industry knowledge |
| Great Southern Bank | Chief Executive Officer | 1974–2000 | Led growth through multiple cycles; transitioned CEO role in 2000 to separate Chair/CEO structure |
| Great Southern Bank | President | 1974–1997 | Oversaw operations during pivotal expansion phases |
| Great Southern Financial Corporation (subsidiary) | Chairman & President | Since 1974 | Ongoing oversight of subsidiary activities |
External Roles
No external public-company directorships disclosed for Mr. W. Turner; roles noted are within GSBC and subsidiaries .
Fixed Compensation
Multi-year fixed and total compensation (includes director fees in salary for W. Turner; $57,000 in 2024) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $254,130 | $254,130 | $257,140 |
| Bonus ($) | $600 | $0 | $0 |
| Option Awards ($) | $105,144 | $91,494 | $117,312 |
| Non-Equity Incentive ($) | $0 | $0 | $0 |
| Change in Pension Value ($) | $0 | $96,000 | $63,000 |
| All Other Compensation ($) | $180,113 | $185,536 | $192,716 |
| Total ($) | $539,987 | $627,160 | $630,168 |
Key fixed-pay components:
- Base salary held at $200,000 since 2005 (formal bonus right eliminated in 2019); 2024 salary line includes $57,000 director fees .
- Perquisites include club dues, tickets to local sporting events, and use of company car/driver; 401(k) match $13,800; officer life insurance premiums $116; reimbursement for tax liability from car/driver perq $15,984; defined benefit pension payments $130,000 in 2024 .
- Pension: Present value of accumulated benefit $763,000; payments during 2024 $130,000 .
Performance Compensation
Mr. W. Turner does not participate in the company’s annual EPS-based incentive plan; his performance-linked pay is primarily via stock options that vest over time .
| Component | Design | Terms |
|---|---|---|
| Stock Options (2024 grant) | Time-vested options | Grant on 11/20/24; 7,800 options at $61.79; vest 25% annually beginning 11/20/26; 10-year term |
| Vesting convention | Retention-focused | Options typically begin vesting on 2nd anniversary; 25% per year through 5th anniversary |
| Pay vs Performance framework (company-wide) | Metrics used | Diluted EPS, budget vs actual, ROAA, ROTCE, PPNR, NIM, net charge-off ratio |
Option exercise activity (possible selling pressure signal):
- 2024 exercises: 12,000 shares; value realized $255,480 .
Detailed upcoming vesting (unexercised grants):
| Grant | Shares | Exercise Price | Vesting Schedule |
|---|---|---|---|
| 10/26/30 | 7,500 (5,625 ex./1,875 unex.) | $41.74 | 1,875 on 10/26/25 |
| 11/17/31 | 7,750 (3,876 ex./3,874 unex.) | $57.98 | 1,937 on 11/17/25; 1,937 on 11/17/26 |
| 11/16/32 | 7,800 (1,950 ex./5,850 unex.) | $61.55 | 1,950 on 11/16/25, 11/16/26, 11/16/27 |
| 11/15/33 | 7,800 (0 ex./7,800 unex.) | $53.22 | 1,950 on 11/15/25, 11/15/26, 11/15/27, 11/15/28 |
| 11/20/34 | 7,800 (0 ex./7,800 unex.) | $61.79 | 1,950 on 11/20/26, 11/20/27, 11/20/28, 11/20/29 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 351,786 shares; 3.02% of outstanding |
| Composition | Includes 37,451 options exercisable; 95,000 shares via Turner Family Foundation with shared voting/disposition; 401(k) fund units ≈9,223 shares |
| Family structures | Turner Family Limited Partnership (1,566,024 shares) held by J. Turner and Julie Turner Brown as general partners; not included in W. Turner’s beneficial ownership |
| Options (total) | 37,451 exercisable; 27,199 unexercisable as of 12/31/24 |
| Pledging | No pledge of W. Turner’s shares disclosed; pledging noted only for another officer (Bugh) |
| Hedging policy | Hedging and monetization transactions are prohibited for directors/officers/employees |
| Ownership guidelines | Not disclosed in proxy |
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement structure | Amended & Restated Employment Agreement dated 11/4/2019; initial term to 9/30/2027; auto-renew +1 year annually each Oct 1 unless notice/no unsatisfactory review |
| Base salary floor | Not less than 11/4/2019 salary ($200,000) and cannot be reduced except as part of uniform senior management program pre-change-in-control |
| Severance (involuntary termination) | Monthly continuation for remaining term: 1/12 annual salary + 1/12 average annual cash bonus/incentive from the prior two full fiscal years |
| Change-in-control | Double trigger; if involuntary termination within 12 months before/at/within 24 months after CoC, lump sum = 299% of “base amount” (as defined in IRC §280G); unvested options vest on CoC |
| Tax gross-ups | 280G/4999 excise tax gross-up eliminated via 11/17/2021 amendment; benefits reduce to avoid excise tax unless full benefits yield greater net after-tax to executive |
| Confidentiality/benefits | Participation in benefit plans and equitable participation in discretionary bonuses (though W. Turner’s bonus right eliminated in 2019) |
Selected termination economics (as if on 12/31/24):
| Scenario | Key Cash/Benefits |
|---|---|
| Involuntary termination (non-CoC) | Salary/bonus continuation total ≈$950,019 (monthly ≈$16,667) |
| Involuntary termination (with CoC) | Salary/bonus continuation ≈$950,019; acceleration of unvested options ≈$90,882; 299% base amount ≈$1,115,001 |
| Death | Salary through 180th day ≈$100,000; supplemental life insurance $87,500; option acceleration ≈$90,882 |
Board Governance
- Role and independence: Non-independent Chairman; CEO is Joseph W. Turner; separation of Chair/CEO roles since 2000 to balance oversight with management execution .
- Committee service: Audit, Compensation, and Corporate Governance & Nominating Committees consist solely of independent directors; W. Turner is not listed as a member of these committees .
- Meetings/attendance: 13 board meetings in 2024; each director attended ≥75% of aggregate board and committee meetings while serving .
- Risk oversight: Board directly oversees major risks (interest rate, credit, cybersecurity, liquidity/capital); Audit oversees financial reporting and controls; Compensation oversees incentive program risk; regular management reports to Board .
Director Compensation
- Meeting-based fees: Bancorp directors $1,500 per regular monthly Board meeting; Great Southern Bank directors $3,250 per regular monthly Board meeting in 2024; Audit Committee $400 per meeting ($450 for chair); J. Turner and W. Turner’s director fees are included in their salary lines (W. Turner: $57,000 in 2024) .
- Non-employee director equity: 2024 option grants of 2,000 shares per non-employee director; grant-date fair value $30,087; options historically vest starting year 2, 25% annually .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (value of $100 investment) | 81.25 | 100.94 | 104.07 | 107.03 | 110.75 |
| Peer TSR (same methodology) | 85.98 | 113.59 | 98.03 | 100.08 | 122.10 |
| 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 |
Say-on-Pay (alignment signal): 2024 approval ≈96% of votes cast; frequency set to annual .
Related Party and Alignment Considerations
- Family relationships: Julie Turner Brown (director) is W. Turner’s daughter; Joseph W. Turner (CEO/director) is his son . Disclosures include family employment of relatives of J. Turner and Julie Turner Brown, with detail on loans and compensation; no below-market indebtedness disclosures for W. Turner .
- Insider trading policy: Hedging/monetization transactions prohibited, supporting ownership alignment; no explicit pledging prohibition disclosed .
Compensation Structure Analysis
- Shift in mix: W. Turner’s pay is primarily base salary, director fees, pension payments, and perquisites; equity exposure via annual option grants persists, aligning upside with stock performance .
- Bonus structure: W. Turner’s bonus right eliminated in 2019; reflects emphasis on stability and long-term equity versus short-term cash incentives .
- Equity award timing and vesting: Grants late Q4 with 2-year cliff then annual vest; mitigates immediate selling pressure but creates predictable vesting supply windows (2025–2029) .
- Tax policy: Removal of 280G gross-up (2021 amendment) reduces shareholder-unfriendly parachute features; double-trigger CoC benefits preserved .
Equity Ownership & Alignment (Quantitative)
| Ownership Detail | Value |
|---|---|
| Shares beneficially owned | 351,786 (3.02% of class) |
| Options exercisable | 37,451 |
| Options unexercisable | 27,199 |
| Foundation holdings with shared voting | 95,000 |
| 401(k) company stock fund units | ≈9,223 shares |
| Pledged shares | None disclosed for W. Turner |
Employment Terms (Quantitative)
| Provision | Value |
|---|---|
| Involuntary termination (non-CoC) cash | ≈$950,019 total; ≈$16,667/month |
| Involuntary termination with CoC | ≈$950,019 + ≈$90,882 (option acceleration) + ≈$1,115,001 (299% base amount) |
| Death benefits | Salary ≈$100,000; supplemental life $87,500; option acceleration ≈$90,882 |
Investment Implications
- Alignment: Significant personal and family-related equity exposure (direct holdings, foundation, long option history) with hedging prohibited; no pledging disclosed for W. Turner, reducing misalignment risk .
- Governance: Non-independent Chair with family ties to CEO and another director; mitigants include independent-only committees, separated Chair/CEO roles since 2000, regular board/committee cadence, and strong say-on-pay support (~96%) .
- Incentives and supply signals: Time-vested options with 2025–2029 vesting tranches and historical exercises indicate potential periodic supply; monitor Form 4 filings around vest dates and year-end grant cycles .
- Change-in-control economics: Double-trigger and 299% base amount present retention inducement balanced by elimination of tax gross-ups; options accelerate on CoC, impacting dilution and insider liquidity dynamics .
- Performance backdrop: EPS and net income have normalized from 2022 peaks, while TSR trails peer group in 2024; compensation structure emphasizes stability and equity leverage over short-term cash, appropriate for a founder-led chair model .