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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Great Southern Bancorp Inc | NASDAQ:GSBC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.20 | -0.38% | 52.71 | 51.18 | 54.04 | 53.285 | 52.31 | 52.77 | 27,131 | 22:30:00 |
[X]
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No fee required.
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[ ]
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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[ ]
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Fee paid previously with preliminary materials.
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[ ]
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount previously paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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1.
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the election of three directors, each for a term of three years;
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2.
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the ratification of the appointment of BKD, LLP as Bancorp's independent registered public accounting firm for the fiscal year ending December 31, 2017; and
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3.
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such other matters as may properly come before the Annual Meeting, or any adjournments or postponements thereof.
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By Order of the Board of Directors
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William V. Turner
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Chairman of the Board
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·
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The Audit Committee has reviewed and discussed with management Bancorp's fiscal 2016 audited financial statements;
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·
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The Audit Committee has discussed with Bancorp's independent registered public accounting firm (BKD, LLP) the matters required to be discussed by PCAOB Auditing Standard No. 16;
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·
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The Audit Committee has received the written disclosures and letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the firm's communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm their independence; and
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·
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Based on the review and discussions referred to in the items above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Bancorp's Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
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·
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reviewing from time to time our compensation plans and, if the Committee believes it to be appropriate, recommending that the Board amend these plans or adopt new plans;
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·
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annually reviewing and approving corporate goals and objectives relevant to our Chief Executive Officer's compensation, evaluating the Chief Executive Officer's performance in light of these goals and objectives and recommending to the Board the Chief Executive Officer's compensation level based on this evaluation;
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·
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overseeing the evaluation of our management, and recommending to the Board the compensation for our executive officers and other key members of management;
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·
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recommending to the Board the appropriate level of compensation and the appropriate mix of cash and equity compensation for directors;
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·
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administering any benefit plan which the Board has determined should be administered by the Committee; and
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·
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reviewing, monitoring and reporting to the Board, at least annually, on management development efforts to ensure a pool of candidates for adequate and orderly management succession.
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·
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recommending to the Board the appropriate size of the Board and assist in identifying, interviewing and recruiting candidates for the Board;
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·
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recommending candidates (including incumbents) for election and appointment to the Board of Directors, subject to the provisions set forth in Bancorp's charter and bylaws relating to the nomination or appointment of directors, based on the following criteria: business experience, education, integrity and reputation, independence, conflicts of interest, diversity, age, number of other directorships and commitments (including charitable organizations), tenure on the Board, attendance at Board and committee meetings, stock ownership, specialized knowledge (such as an understanding of banking, accounting, marketing, finance, regulation and public policy) and a commitment to Bancorp's communities and shared values, as well as overall experience in the context of the needs of the Board as a whole. Although we do not have a formal policy with regard to the consideration of diversity in identifying director nominees, the Board seeks candidates who further its objective of having a Board that encompasses a broad range of talents and expertise and that reflects a diversity of background, experience and viewpoints;
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·
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reviewing nominations submitted by stockholders, which have been addressed to the Corporate Secretary, and which comply with the requirements of Bancorp's charter and bylaws. Nominations from stockholders will be considered and evaluated using the same criteria as all other nominations;
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·
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annually recommending to the Board committee assignments and committee chairs on all committees of the Board, and recommend committee members to fill vacancies on committees as necessary; and
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·
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performing any other duties or responsibilities expressly delegated to the Committee by the Board.
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Name
|
Fees Earned
or Paid in Cash ($) |
Option
Awards ($) (1) |
All Other
Compensation ($) |
Total
($) |
||||
William E. Barclay
|
$35,000
|
$13,180
|
---
|
$48,180
|
||||
Julie Turner Brown
|
42,300
|
13,180
|
---
|
55,480
|
||||
Thomas J. Carlson
|
43,800
|
13,180
|
---
|
56,980
|
||||
Larry D. Frazier
|
44,100
|
13,180
|
---
|
57,280
|
||||
Grant Q. Haden
|
42,600
|
13,180
|
---
|
55,780
|
||||
Douglas M. Pitt
|
43,800
|
13,180
|
---
|
56,980
|
||||
Earl A. Steinert
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43,800
|
13,180
|
---
|
56,980
|
(1)
|
An option to purchase 2,000 shares of the Company's common stock was awarded during 2016 to each of the non-employee directors named in the table. The amount in the table represents the grant date fair value of the award determined in accordance with Accounting Standards Codification Topic 718, Compensation-Stock Compensation ("ASC Topic 718") using the Black-Scholes option-pricing model. The assumptions used in the Black-Scholes option-pricing model to calculate the grant date fair value of these awards are included in Note 22 of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC. As of December 31, 2016, total shares underlying stock options held by such directors were as follows: Mr. Barclay – 7,000 shares, Ms. Brown – 7,000 shares, Mr. Carlson – 7,000 shares, Mr. Frazier – 7,000 shares, Mr. Haden's estate – 12,000 shares, Mr. Pitt – 7,000 shares and Mr. Steinert - 7,000 shares.
|
Name and
Position
|
Loan Type
|
Date of
Loan
|
Largest
Amount Outstanding
Since
01/01/16
|
Principal
Paid
During
2016
|
Interest
Paid
During
2016
|
Balance as
of 12/31/16
|
Interest
Rate at
12/31/16
|
Estimated
Average
Market Rate
of Interest
for 2016
|
Estimated
Difference in
Interest from
Actual Rate
to Average
Market Rate
|
|||||||||||||||||||||||
Rex A. Copeland,
|
Home Mortgage
|
06/01/00
|
$
|
96,169
|
$
|
8,938
|
$
|
413
|
$
|
87,232
|
0.48
|
%
|
3.35
|
%
|
$
|
2,764
|
||||||||||||||||
Treasurer of
|
Home Equity Line
|
09/19/08
|
$
|
5,459
|
$
|
5,459
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$
|
4
|
$
|
0
|
0.52
|
%
|
3.50
|
%
|
$
|
25
|
||||||||||||||||
Bancorp; Senior
|
||||||||||||||||||||||||||||||||
Vice President and
|
||||||||||||||||||||||||||||||||
CFO of Great
|
||||||||||||||||||||||||||||||||
Southern
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||||||||||||||||||||||||||||||||
Steven G.
|
Home Mortgage
|
05/10/06
|
$
|
264,041
|
$
|
12,330
|
$
|
1,147
|
$
|
251,711
|
0.48
|
%
|
3.35
|
%
|
$
|
7,607
|
||||||||||||||||
Mitchem, Senior
|
Home Equity Line
|
11/17/06
|
$
|
28,974
|
$
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1,553
|
$
|
139
|
$
|
27,422
|
0.52
|
%
|
3.50
|
%
|
$
|
849
|
||||||||||||||||
Vice President and
|
||||||||||||||||||||||||||||||||
Chief Lending
|
||||||||||||||||||||||||||||||||
Officer of Great
|
||||||||||||||||||||||||||||||||
Southern
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||||||||||||||||||||||||||||||||
Grant Q. Haden,
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Home Mortgage
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10/22/15
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$
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251,968
|
$
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22,576
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$
|
1,052
|
$
|
229,392
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0.44
|
%
|
3.17
|
%
|
$
|
6,613
|
||||||||||||||||
Former Director
|
Home Equity Line
|
02/15/11
|
$
|
2,008
|
$
|
2,008
|
$
|
3
|
$
|
0
|
0.52
|
%
|
3.50
|
%
|
$
|
20
|
||||||||||||||||
Douglas M. Pitt,
|
Home Mortgage
|
11/03/15
|
$
|
748,322
|
$
|
23,354
|
$
|
3,179
|
$
|
724,968
|
0.43
|
%
|
3.31
|
%
|
$
|
21,237
|
||||||||||||||||
Director
|
·
|
William V. Turner, Chairman of the Board of Directors of Bancorp and Great Southern;
|
·
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Joseph W. Turner, President and Chief Executive Officer of Bancorp and Great Southern;
|
·
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Rex A. Copeland, Treasurer of Bancorp and Senior Vice President and Chief Financial Officer of Great Southern;
|
·
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Steven G. Mitchem, Senior Vice President and Chief Lending Officer of Great Southern; and
|
·
|
Douglas W. Marrs, Secretary of Bancorp and Vice President – Operations of Great Southern
|
·
|
maintain the financial strength, safety and soundness of Bancorp and Great Southern;
|
·
|
reward and retain key personnel by compensating them at the middle to upper levels of compensation for comparable financial institutions;
|
·
|
focus management on long term goals through long-term incentives;
|
·
|
provide fair, reasonable and competitive base salaries;
|
·
|
provide the opportunity to earn additional compensation if Bancorp's stockholders experience long-term increases in the value of Bancorp stock;
|
·
|
emphasize long-term stock ownership of Bancorp stock by executive officers; and
|
·
|
properly align risk-taking and compensation.
|
(i)
|
surveys prepared by SNL Financial of the average base salary paid to chief executive officers at banks and thrifts with total assets of between $1.0 billion and $5.0 billion (A) on a nationwide basis ($450,438), (B) for the Midwest region ($434,179) and (C) on a nationwide basis limited to institutions with a return on average equity of 10.00% to 12.49% ($466,919), with the average of the amounts in (A) – (C) being $450,512;
|
(ii)
|
a survey prepared by McLagan Aon Hewitt of the base salaries paid to chief executive officers at regional and community banks nationwide, the average of which was $522,600;
|
(iii)
|
surveys prepared by Compdata Surveys of the average base salary paid to chief executive officers at banks and other financial services organizations nationwide with (A) total assets of between $1.0 billion and $9.9 billion ($482,100), (B) with a total number of full-time equivalent employees of between 1,000 and 4,999 ($655,500), (C) Midwest Region ($446,200) and (D) commercial banks ($441,500), with the average of (A) – (D) being $506,325;
|
(iv)
|
surveys prepared by Crowe Horwath of the average base salary paid to chief executive officers at banks and other financial services organizations (A) on a nationwide basis ($260,637), (B) with total assets $1.0 billion to $5.0 billion ($435,773) and (C) with headquarters located in a population greater than 100,000 ($321,596), with the average of (A) – (C) being $339,335.
|
Name and
Principal Position
|
Year
|
Salary
($)(1) |
Bonus
($)(2) |
Stock
Awards ($) |
Option
Awards $(3) |
Non-Equity
Incentive Plan Compensation ($)(4) |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings($)(5) |
All
Other Compensation ($)(6) |
Total
Compensation ($) |
|||||||||
William V. Turner
|
2016
|
$242,098
|
$ ---
|
$---
|
$39,540
|
$ ---
|
$ 67,000
|
$194,618
|
$ 543,256
|
|||||||||
Chairman of the
|
2015
|
236,098
|
---
|
---
|
59,580
|
---
|
---
|
161,056
|
456,734
|
|||||||||
Board of Bancorp and
|
2014
|
236,098
|
---
|
---
|
25,020
|
---
|
359,000
|
172,632
|
792,750
|
|||||||||
Great Southern
|
||||||||||||||||||
Joseph W. Turner
|
2016
|
$354,573
|
$ ---
|
$---
|
$39,540
|
$463,936
|
$ 89,000
|
$ 40,193
|
$ 987,242
|
|||||||||
Chief Executive
|
2015
|
342,446
|
---
|
---
|
59,580
|
461,345
|
---
|
55,394
|
918,765
|
|||||||||
Officer and President
|
2014
|
336,439
|
---
|
---
|
25,020
|
425,265
|
275,000
|
49,729
|
1,111,453
|
|||||||||
of Bancorp and Great
|
||||||||||||||||||
Southern
|
||||||||||||||||||
Rex A. Copeland
|
2016
|
$272,804
|
$ ---
|
$---
|
$27,678
|
$ 40,317
|
$ 58,000
|
$ 10,831
|
$ 409,630
|
|||||||||
Treasurer of Bancorp
|
2015
|
267,457
|
---
|
---
|
41,706
|
40,537
|
4,000
|
26,365
|
380,065
|
|||||||||
and Senior Vice
|
2014
|
262,214
|
5,000
|
---
|
17,514
|
40,005
|
150,000
|
21,692
|
496,425
|
|||||||||
President and Chief
|
||||||||||||||||||
Financial Officer of
|
||||||||||||||||||
Great Southern
|
||||||||||||||||||
Steven G. Mitchem
|
2016
|
$256,366
|
$ ---
|
$---
|
$ ---
|
$ 34,625
|
$ 98,000
|
$ 10,817
|
$ 399,808
|
|||||||||
Chief Lending Officer
|
2015
|
251,342
|
---
|
---
|
41,706
|
38,717
|
30,000
|
10,804
|
372,569
|
|||||||||
of Great Southern
|
2014
|
246,415
|
8,000
|
---
|
17,514
|
37,594
|
306,000
|
10,598
|
626,121
|
|||||||||
Douglas W. Marrs
|
2016
|
$153,121
|
$ ---
|
$---
|
$16,475
|
$ 24,288
|
$ 49,000
|
$ 9,326
|
$ 252,210
|
|||||||||
Secretary of Bancorp
|
2015
|
147,861
|
---
|
---
|
24,825
|
22,209
|
11,000
|
9,851
|
215,746
|
|||||||||
and Vice President –
|
2014
|
140,990
|
15,000
|
---
|
10,425
|
21,504
|
121,000
|
10,159
|
319,078
|
|||||||||
Operations of Great
|
||||||||||||||||||
Southern
|
(1)
|
For Messrs. W. and J. Turner, the 2016, 2015 and 2014 amounts in the table include directors' fees of $42,000, $36,000 and $36,000, respectively.
|
(2)
|
Amounts for Messrs. Copeland, Mitchem and Marrs for 2014 reflect discretionary bonuses. The remaining bonus amounts for Messrs. Copeland, Mitchem and Marrs for 2014 are reported under the "Non-Equity Incentive Plan Compensation" column.
|
(3)
|
Represents the grant date fair value of the award determined in accordance with ASC Topic 718 using the Black-Scholes option-pricing model. The assumptions used in the Black-Scholes option-pricing model to calculate the grant date fair value of these awards are included in Note 22 of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC.
|
(4)
|
Represents incentive bonus awards earned for the years shown in the table.
|
(5)
|
Represents the changes during the years shown in the table in the actuarial present value of the named executive officer's accumulated benefit under Great Southern's multi-employer defined benefit pension plan. The assumptions used for this calculation were the same as those used for the calculation of the present value of accumulated benefit in the table under "Pension Benefits." For 2015, the actual change in pension value was $0 for Mr. W. Turner and $(18,000) for Mr. J. Turner. The negative amount for Mr. J. Turner is reflected as zero in the table per SEC rules.
|
(6)
|
For Messrs. W. Turner, J. Turner and Copeland, the 2016 amounts in the table include the aggregate incremental cost to Bancorp of certain perquisites and other personal benefits provided to them, comprised of the following: for Mr. W. Turner, personal use of company vehicle, the payment of club dues, personal use of company aircraft and use of tickets to various local sporting events; Mr. J. Turner, personal use of company aircraft, the payment of club dues, payments of the costs of executive physicals, and use of tickets to various local sporting events. SEC rules require that each perquisite or other personal benefit provided to a named executive officer that exceeds the greater of $25,000 or 10% of the total amount of perquisites and other personal benefits for that officer be quantified. The only such perquisite or other personal benefit provided to Messrs. W. Turner and J. Turner during 2016 that is required to be quantified is the personal use of a company vehicle by Mr. W. Turner ($50,240). For each of Messrs. Copeland, Mitchem and Marrs, the aggregate incremental cost to Bancorp of the perquisites and other personal benefits provided to them during 2016 was less than $10,000; in accordance with the rules of the SEC, the amounts of these perquisites and other personal benefits are not included in the table. For Messrs. W. Turner and J. Turner, the amounts in the table for 2016 also include, and for Messrs. Copeland,
|
|
Mitchem and Marrs, the amounts in the table for 2016 are comprised of, the following: (a) company matching contributions under our 401(k) plan (Mr. W. Turner - $10,600, Mr. J. Turner - $10,600, Mr. Copeland - $10,600, Mr. Mitchem - $10,600 and Mr. Marrs - $9,095); (b) life insurance premiums paid by Great Southern for the benefit of each named executive officer of $231, except for Mr. W. Turner, whose premium was $116 and Mr. Mitchem, whose premium was $217; and (c) annual benefit payments under our pension plan to Mr. W. Turner - $122,000.
|
Estimated Possible
Payouts Under
Non-Equity Incentive Plan Awards(1) |
Estimated Future
Payouts Under
Equity Incentive Plan Awards |
|||||||||||||||||||||||||||||||||||||||||||
Name
|
Grant
Date |
Thres-
hold
($)(1) |
Target
($)(1) |
Maximum
($)(1) |
Thres-
hold
($) |
Target
($) |
Maximum
($) |
All
Other Stock Awards: Number of Shares of Stock or Units (#) |
All Other
Option Awards: Number of Securities Under-
lying
Options (#)(2) |
Exercise
Price of Option Awards ($/Sh) |
Grant
Date Fair Value of Stock and Option Awards(3) |
|||||||||||||||||||||||||||||||||
William V. Turner
|
n/a
|
$
|
---
|
$
|
---
|
$
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||||||||
10/24/16
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
6,000
|
$
|
41.30
|
$
|
39,540
|
||||||||||||||||||||||||||||||||
Joseph W. Turner
|
n/a
|
$
|
---
|
$
|
---
|
$
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||||||||
10/24/16
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
6,000
|
$
|
41.30
|
$
|
39,540
|
||||||||||||||||||||||||||||||||
Rex A. Copeland
|
n/a
|
$
|
---
|
$
|
---
|
$
|
42,986
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||||||||
10/24/16
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
4,200
|
$
|
41.30
|
$
|
27,678
|
||||||||||||||||||||||||||||||||
Steven G. Mitchem
|
n/a
|
$
|
---
|
$
|
---
|
$
|
40,395
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||||||||
n/a
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||||||||||||
Douglas W. Marrs
|
n/a
|
$
|
---
|
$
|
---
|
$
|
24,135
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||||||||
10/24/16
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
2,500
|
$
|
41.30
|
$
|
16,475
|
______________________
|
|||||||||||
(1)
|
Under their employment agreements, each of Messrs. W. and J. Turner are entitled to receive annual cash bonuses equal to one-half of one percent of Bancorp's pre-tax earnings. Since 2005, Mr. W. Turner has waived his right to this bonus, with the understanding that Mr. J. Turner's bonus, if any, may be increased by ¼ of one percent of our pre-tax earnings. Under our 2016 Annual Incentive Bonus Plan, participating officers could earn a cash bonus of up to 15.75% of base annual salary, with a bonus of up to 8.25% of base annual salary based on the achievement of targeted earnings per share and a bonus of up to 7.50% of base annual salary based on individual performance. See "Compensation Discussion and Analysis-Bonuses." The actual bonus amounts awarded to the named executive officers for 2016 are set forth in the Summary Compensation Table under the "Non-Equity Incentive Plan Compensation" column.
|
||||||||||
(2)
|
Represents a stock option grant under Bancorp's 2013 Stock Option and Incentive Plan that is scheduled to vest in 25% increments beginning October 24, 2018.
|
||||||||||
(3)
|
Represents the grant date fair value of the award determined in accordance with ASC Topic 718 using the Black-Scholes option-pricing model. The assumptions used in the Black-Scholes option-pricing model to calculate the grant date fair value of these awards are included in Note 22 of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC.
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||||||||||||||
Name
|
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option
Exercise Price ($) |
Option
Expiration Date |
Number
of Shares or Units of Stock That Have Not Vested (#) |
Market
Value of Shares or Units of Stock That
Have Not
Vested ($) |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other
Rights That
Have Not
Vested (#) |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
||||||||||||||||||||||||
William V. Turner
|
5,000
|
---
|
---
|
25.4800
|
10/17/2017
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
6,000
|
---
|
---
|
19.5300
|
11/16/2021
|
---
|
---
|
---
|
---
|
|||||||||||||||||||||||||
4,500
|
1,500
|
(1)
|
---
|
24.8200
|
11/28/2022
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
3,000
|
3,000
|
(2)
|
---
|
29.6400
|
12/18/2023
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
1,500
|
4,500
|
(3)
|
---
|
32.5900
|
10/15/2024
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
---
|
6,000
|
(4)
|
---
|
50.7100
|
11/18/2025
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
---
|
6,000
|
(5)
|
---
|
41.3000
|
10/24/2026
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
Total
|
20,000
|
21,000
|
|||||||||||||||||||||||||||||||
Joseph W. Turner
|
9,600
|
---
|
---
|
25.4800
|
10/17/2017
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
6,000
|
---
|
---
|
19.5300
|
11/16/2021
|
---
|
---
|
---
|
---
|
|||||||||||||||||||||||||
4,500
|
1,500
|
(1)
|
---
|
24.8200
|
11/28/2022
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
3,000
|
3,000
|
(2)
|
---
|
29.6400
|
12/18/2023
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
1,500
|
4,500
|
(3)
|
---
|
32.5900
|
10/15/2024
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
---
|
6,000
|
(4)
|
---
|
50.7100
|
11/18/2025
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
---
|
6,000
|
(5)
|
---
|
41.3000
|
10/24/2026
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
Total
|
24,600
|
21,000
|
|||||||||||||||||||||||||||||||
Rex A. Copeland
|
2,100
|
---
|
---
|
8.3600
|
11/19/2018
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
4,200
|
---
|
---
|
19.5300
|
11/16/2021
|
---
|
---
|
---
|
---
|
|||||||||||||||||||||||||
3,150
|
1,050
|
(6)
|
---
|
24.8200
|
11/28/2022
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
2,100
|
2,100
|
(7)
|
---
|
29.6400
|
12/18/2023
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
1,050
|
3,150
|
(8)
|
---
|
32.5900
|
10/15/2024
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
---
|
4,200
|
(9)
|
---
|
50.7100
|
11/18/2025
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
---
|
4,200
|
(10)
|
---
|
41.3000
|
10/24/2026
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
Total
|
12,600
|
14,700
|
|||||||||||||||||||||||||||||||
Steven G. Mitchem
|
1,050
|
1,050
|
(6)
|
---
|
24.8200
|
11/28/2022
|
---
|
---
|
---
|
---
|
|||||||||||||||||||||||
1,050
|
2,100
|
(7)
|
---
|
29.6400
|
12/18/2023
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
---
|
3,150
|
(8)
|
---
|
32.5900
|
10/15/2024
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
---
|
4,200
|
(9)
|
---
|
50.7100
|
11/18/2025
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
Total
|
2,100
|
10,500
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||||||||||||||
Name
|
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option
Exercise Price ($) |
Option
Expiration Date |
Number
of Shares or Units of Stock That Have Not Vested (#) |
Market
Value of Shares or Units of Stock That
Have Not
Vested ($) |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other
Rights That
Have Not
Vested (#) |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
||||||||||||||||||||||||
Douglas W. Marrs
|
---
|
625
|
(11)
|
---
|
24.8200
|
11/28/2022
|
---
|
---
|
---
|
---
|
|||||||||||||||||||||||
625
|
1,250
|
(12)
|
---
|
29.6400
|
12/18/2023
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
---
|
1,875
|
(13)
|
---
|
32.5900
|
10/15/2024
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
---
|
2,500
|
(14)
|
---
|
50.7100
|
11/18/2025
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
---
|
2,500
|
(15)
|
---
|
41.3000
|
10/24/2026
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
Total
|
625
|
8,750
|
---
|
---
|
---
|
---
|
---
|
(1)
|
Vesting schedule is as follows: 1,500 shares on November 28, 2017.
|
(2)
|
Vesting schedule is as follows: 1,500 shares on December 18, 2017 and 2018.
|
(3)
|
Vesting schedule is as follows: 1,500 shares on October 15, 2017, 2018 and 2019.
|
(4)
|
Vesting schedule is as follows: 1,500 shares on November 18, 2017, 2018, 2019 and 2020.
|
(5)
|
Vesting schedule is as follows: 1,500 shares on October 24, 2018, 2019, 2020 and 2021.
|
(6)
|
Vesting schedule is as follows: 1,050 shares on November 28, 2017.
|
(7)
|
Vesting schedule is as follows: 1,050 shares on December 18, 2017 and 2018.
|
(8)
|
Vesting schedule is as follows: 1,050 shares on October 15, 2017, 2018 and 2019.
|
(9)
|
Vesting schedule is as follows: 1,050 shares on November 18, 2017, 2018, 2019 and 2020.
|
(10)
|
Vesting schedule is as follows: 1,050 shares on October 24, 2018, 2019, 2020 and 2021.
|
(11)
|
Vesting schedule is as follows: 625 shares on November 28, 2017.
|
(12)
|
Vesting schedule is as follows: 625 shares on December 18, 2017 and 2018.
|
(13)
|
Vesting schedule is as follows: 625 shares on October 15, 2017, 2018 and 2019.
|
(14)
|
Vesting schedule is as follows: 625 shares on November 18, 2017, 2018, 2019 and 2020.
|
(15)
|
Vesting schedule is as follows: 625 shares on October 24, 2018, 2019, 2020 and 2021.
|
Option Awards
|
||||||||
Name
|
Number of
Shares Acquired on Exercise (#) |
Value Realized
on Exercise ($) (1) |
||||||
William V. Turner
|
5,000
|
$
|
44,000
|
|||||
Joseph W. Turner
|
9,600
|
$
|
72,044
|
|||||
Rex A. Copeland
|
5,250
|
$
|
146,840
|
|||||
Steven G. Mitchem
|
5,250
|
$
|
97,263
|
|||||
Douglas W. Marrs
|
2,375
|
$
|
51,795
|
(1)
|
Represents amount realized upon exercise of stock options, based on the difference between the market value of the shares acquired at the time of exercise and the exercise price.
|
Name
|
Plan Name
|
Number of
Years Credited Service (#) |
Present
Value of Accumulated Benefit ($) |
Payments
During Last Fiscal Year ($) |
||||||||||
William V. Turner
|
Pentegra Retirement Fund
|
24
|
$
|
1,240,000
|
$
|
122,000
|
||||||||
Joseph W. Turner
|
Pentegra Retirement Fund
|
24
|
826,000
|
---
|
||||||||||
Rex A. Copeland
|
Pentegra Retirement Fund
|
16
|
432,000
|
---
|
||||||||||
Steven G. Mitchem
|
Pentegra Retirement Fund
|
26
|
1,225,000
|
---
|
||||||||||
Douglas W. Marrs
|
Pentegra Retirement Fund
|
20
|
416,000
|
---
|
Termination Scenario
|
Salary
and
Bonus
Continuation ($) |
Continuation
of Group Health, Life and Disability Insurance Coverage ($) |
Life
Insurance Benefit ($) |
Accelerated
Vesting of Stock Options ($) |
Payment of
299% of "Base Amount" ($) |
Tax Gross
Up
Payment ($) |
||||||||||||||||||
If termination for cause occurs
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
||||||||||||
If voluntary termination (not
constituting "involuntary termination" under Employment Agreement) occurs |
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
||||||||||||
If "involuntary termination"
under Employment Agreement (not within 12
months prior to, at the
time of or within 24 months
after change in control)
occurs |
$
|
950,019(1
|
)
|
$
|
---(2
|
)
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
||||||||||
If "involuntary termination"
under Employment Agreement occurs within 12 months prior to, at the time of or
within 24 months after a change
in control
|
$
|
950,019(1
|
)
|
$
|
---(2
|
)
|
$
|
---
|
$
|
322,785(3
|
)
|
$
|
820,448(4
|
)
|
$
|
917,495(5
|
)
|
|||||||
If termination occurs as a result
of death
|
$
|
100,000(6
|
)
|
$
|
---
|
$
|
87,500(7
|
)
|
$
|
---
|
$
|
---
|
$
|
---
|
(1)
|
Represents the total salary and bonus continuation payments payable monthly to Mr. W. Turner under his employment agreement, as described under "Employment Agreements," for the remaining term of the agreement (i.e., through September 30, 2021, assuming Mr. W. Turner's employment were "involuntarily terminated" (as defined under "Employment Agreements") on December 31, 2016). The monthly payment amount would be $16,667. While the employment agreement provides for a reduction in the monthly payment amount to the extent of any income earned from providing services to another company during the payout period, the monthly payment amount in the preceding sentence and the total amount of payments shown in the table assumes no such reduction.
|
(2)
|
Although Mr. W. Turner's employment agreement provides that if his employment is involuntarily terminated, he will continue to receive through the remaining term of the agreement (i.e., through September 30, 2021, assuming an involuntary termination on December 31, 2016), at the same premium cost to him, substantially the same life and disability insurance coverage and health and dental benefits as he would have received had he remained employed, Mr. Turner was not receiving any such benefits on December 31, 2016. Consequently, no such benefits would be provided to him following termination of his employment.
|
(3)
|
Represents the value of acceleration of unvested stock options, based on the closing price of Bancorp's common stock on December 31, 2016 ($54.65) and the exercise prices of the options. All unvested options vest upon a change in control, regardless of whether Mr. W. Turner's employment is "involuntarily terminated."
|
(4)
|
Represents the lump sum amount payable to Mr. W. Turner under his employment agreement in the event his employment is "involuntarily terminated" within the 12 months preceding, at the time of or within 24 months after a change in control of Bancorp, as described under "Employment Agreements."
|
(5)
|
Represents tax gross up payment payable to Mr. W. Turner under his employment agreement.
|
(6)
|
Represents the amount of Mr. W. Turner's salary that he would have earned had he remained employed by Bancorp through the 180th day after the date of death, payable to Mr. W. Turner's estate or designated beneficiary in accordance with his employment agreement.
|
(7)
|
Represents the death benefit payable under the supplemental life insurance policy maintained for Mr. W. Turner and other officers.
|
Termination Scenario
|
Salary
and
Bonus
Continuation ($) |
Continuation
of Group Health, Life and Disability Insurance Coverage ($) |
Life
Insurance Benefit ($) |
Accelerated
Vesting of Stock Options ($) |
Payment of
299% of "Base Amount" ($) |
Tax Gross
Up
Payment ($) |
||||||||||||||||||
If termination for cause occurs
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
||||||||||||
If voluntary termination (not
constituting "involuntary termination" under Employment Agreement) occurs |
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
||||||||||||
If "involuntary termination"
under Employment Agreement (not within 12
months prior to, at the
time of or within 24 months
after change in control)
occurs |
$
|
3,591,171(1
|
)
|
$
|
46,677(2
|
)
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
||||||||||
If "involuntary termination"
under Employment Agreement occurs within 12 months prior to, at the time of or
within 24 months after a change
in control
|
$
|
3,591,171(1
|
)
|
$
|
46,677(2
|
)
|
$
|
---
|
$
|
322,785(3
|
)
|
$
|
2,132,798(4
|
)
|
$
|
2,986,383(5
|
)
|
|||||||
If termination occurs as a result
of death
|
$
|
156,366(6
|
)
|
$
|
---
|
$
|
235,000(7
|
)
|
$
|
---
|
$
|
---
|
$
|
---
|
(1)
|
Represents the total salary and bonus continuation payments payable monthly to Mr. J. Turner under his employment agreement, as described under "Employment Agreements," for the remaining term of the agreement (i.e., through September 30, 2021, assuming Mr. J. Turner's employment were "involuntarily terminated" (as defined under "Employment Agreements") on December 31, 2016). The monthly payment amount would be $63,003. While the employment agreement provides for a reduction in the monthly payment amount to the extent of any income earned from providing services to another company during the payout period, the monthly payment amount in the preceding sentence and the total amount of payments shown in the table assumes no such reduction.
|
(2)
|
Represents the approximate cost to Bancorp of providing the "Post-Employment Group Health, Life and Disability Insurance Benefits," described under "Employment Agreements," to which Mr. J. Turner would be entitled for the remaining term of his employment agreement (i.e., through September 30, 2021, assuming Mr. J. Turner's employment were terminated on December 31, 2016). Amount shown represents the aggregate share of the premium payments to be made by Bancorp, based on the monthly premium rates in effect on December 31, 2016. While the employment agreement provides for a reduction in these benefits to the extent Mr. J. Turner receives such benefits, on no less favorable terms, from another employer during the benefits continuation period, the amount shown in the table assumes no such reduction in benefits.
|
(3)
|
Represents the value of acceleration of unvested stock options, based on the closing price of Bancorp's common stock on December 31, 2016 ($54.65) and the exercise prices of the options. All unvested options vest upon a change in control, regardless of whether Mr. J. Turner's employment is "involuntarily terminated."
|
(4)
|
Represents the lump sum amount payable to Mr. J. Turner under his employment agreement in the event his employment is "involuntarily terminated" within the 12 months preceding, at the time of or within 24 months after a change in control of Bancorp, as described under "Employment Agreements."
|
(5)
|
Represents tax gross up payment payable to Mr. J. Turner under his employment agreement.
|
(6)
|
Represents the amount of Mr. J. Turner's salary that he would have earned had he remained employed by Bancorp through the 180th day after the date of death, payable to Mr. J. Turner's estate or designated beneficiary in accordance with his employment agreement.
|
(7)
|
Represents the aggregate death benefits payable under the supplemental life insurance coverage maintained for Mr. J. Turner and other officers ($175,000) and the term life insurance coverage maintained for all employees generally ($60,000).
|
Thomas J. Carlson
Larry D. Frazier
Douglas M. Pitt
Earl A. Steinert, Jr.
|
(a)
|
Audit Fees: Aggregate fees billed for professional services rendered for the audits of Bancorp's annual financial statements and internal control over financial reporting and reviews of financial statements included in Bancorp's Quarterly Reports on Form 10-Q: $345,810 – 2016; $324,280 – 2015.
|
|
(b)
|
Audit Related Fees: Aggregate fees billed for professional services rendered related to audits, including required procedures for providing negative assurances in connection with the Bank's loss-sharing agreements with the FDIC: $99,335 – 2016; $13,235 – 2015.
|
(c)
|
Tax Fees: Aggregate fees billed for professional services rendered related to tax compliance, tax advice and tax consultations: $0 – 2016; $0 – 2015.
|
|
(d)
|
All other fees: Aggregate fees billed for all other professional services, including regulatory compliance work and 401(k) plan administration: $238,821 – 2016; $258,159 – 2015.
|
Name and Address of Beneficial Owner
|
Amount and
Nature of Beneficial Ownership(1) |
Percent of
Class |
||||||
Joseph W. Turner
c/o Great Southern Bancorp, Inc. 1451 E. Battlefield Springfield, MO 65804 |
1,824,684(2
|
)
|
13.01
|
%
|
||||
Julie Turner Brown
c/o Great Southern Bancorp, Inc. 1451 E. Battlefield Springfield, MO 65804 |
1,699,490(3
|
)
|
12.13
|
|||||
Earl A. Steinert, Jr.
c/o Great Southern Bancorp, Inc. 1451 E. Battlefield Springfield, MO 65804 |
934,846(4
|
)
|
6.67
|
|||||
BlackRock, Inc.
55 East 52
nd
Street
New York, NY 10005
|
760,550(5
|
)
|
5.43
|
(1)
|
Due to the rules for determining beneficial ownership, the same securities may be attributed as being beneficially owned by more than one person. The holders may disclaim beneficial ownership of the included shares which are owned by or with family members, trusts or other entities. Under Rule 13d-3 under the Exchange Act, share amounts shown for Bancorp's officers and directors include shares that they may acquire upon the exercise of options that are exercisable at the Record Date or will become exercisable within 60 days after that date.
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(2)
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Includes 102,672 shares held jointly with Mr. J. Turner's spouse, with whom Mr. J. Turner shares voting and dispositive power as to such shares, 2,478 shares held by Mr. J. Turner's spouse,
15,000 shares which may be acquired through option exercises, 10,200 shares held in trust accounts for Mr. J. Turner's children, 93,050 shares held by the Turner Family Foundation, a charitable foundation of which Mr. J. Turner, Ms. Julie Turner Brown, a Director of Bancorp, Mr. W. Turner, Bancorp's Chairman, and Mr. W. Turner's spouse are directors, and 1,566,024 shares held by the Turner Family Limited Partnership, of which Mr. J. Turner and Ms. Brown are the general partners; Mr. J. Turner, Ms. Brown, Mr. W. Turner and Mr. W. Turner's spouse share voting and dispositive powers over the 93,050 shares held by the Turner Family Foundation and Mr. J. Turner and Ms. Brown share voting and dispositive powers over the 1,566,024 shares held by the Turner Family Limited Partnership.
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(3)
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Includes 32,019 shares held jointly with Ms. Brown's spouse, with whom Ms. Brown shares voting and dispositive power as to such shares, 1,520 shares held in custodial accounts for Ms. Brown's children, 6,000 shares held in a trust account for Ms. Brown's children, 93,050 shares held by the Turner Family Foundation, a charitable foundation of which Ms. Brown, Mr. J. Turner, Mr. W. Turner and Mr. W. Turner's spouse are directors, and 1,566,024 shares held by the Turner Family Limited Partnership, of which Ms. Brown and Mr. J. Turner are the general partners; Ms. Brown and Mr. J. Turner share voting and dispositive powers over the 1,566,024 shares held by the Turner Family Limited Partnership and Ms. Brown, Mr. J. Turner, Mr. W. Turner and Mr. W. Turner's spouse share voting and dispositive powers over the 93,050 shares held by the Turner Family Foundation.
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(4)
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Mr. Steinert has sole voting and dispositive power as to all 933,596 shares. Includes 1,250 shares which may be acquired through option exercises.
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(5)
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As reported in a Schedule 13G filed with the SEC on January 30, 2017 by BlackRock, Inc. ("BlackRock"). With respect to the shares listed in the table, BlackRock reported having sole voting power as to 735,695 shares and sole dispositive power as to 760,550 shares.
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(1)
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Amounts include shares held directly, as well as shares held jointly with family members, in retirement accounts, in a fiduciary capacity, by certain family members, by certain related entities or by trusts of which the directors and executive officers are trustees or substantial beneficiaries, with respect to which shares the respective director or executive officer may be deemed to have sole or shared voting and/or dispositive powers. Under Rule 13d-3 of the Exchange Act, share amounts shown for Bancorp's officers and directors include shares that they may acquire upon the exercise of options that are exercisable at the Record Date or will become exercisable within 60 days after that date. Due to the rules for determining beneficial ownership, the same securities may be attributed as being beneficially owned by more than one person. The holders may disclaim beneficial ownership of the included shares which are owned by or with family members, trusts or other entities.
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(2)
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Includes 75,247 shares held by Mr. W. Turner's spouse, 16,700 shares which may be acquired through option exercises and 93,050 shares held by the Turner Family Foundation, a charitable foundation of which Mr. W. Turner, Mr. W. Turner's spouse, Mr. J. Turner and Ms. J. Brown are directors; Mr. W. Turner, Mr. W. Turner's spouse, Mr. J. Turner and Ms. Brown share voting and dispositive powers over the 93,050 shares held by the Turner Family Foundation. Not included in the shares beneficially owned by Mr. W. Turner are the 1,566,024 shares held by the Turner Family Limited Partnership. On September 30, 2004, in a transaction undertaken for estate planning purposes, each of Mr. W. Turner and his spouse transferred all of their respective general partnership units in the partnership to Mr. J. Turner and Ms. Brown in exchange for a portion of the limited partnership units held by Mr. J. Turner and Ms. Brown. Although, as a result of the exchange, Mr. J. Turner and Ms. Brown replaced Mr. W. Turner and his spouse as general partners, each family member's share of the partnership's capital account and profits did not substantially change and their economic interest in the shares of the Common Stock held by the partnership were not significantly affected by the exchange.
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(3)
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For a discussion of Mr. Steinert's ownership, see footnote 4 to the immediately preceding table.
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(4)
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For a discussion of Mr. J. Turner's ownership, see footnote 2 to the immediately preceding table.
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(5)
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Includes 91,800 shares held jointly with Mr. Frazier's spouse, with whom Mr. Frazier shares voting and dispositive power as to such shares. Includes 1,250 shares which may be acquired through option exercises.
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(6)
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Includes 1,250 shares which may be acquired through option exercises.
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(7)
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For a discussion of Ms. Brown's ownership, see footnote 3 to the immediately preceding table.
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(8)
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Includes 13,101 shares held by Mr. Carlson's spouse. Includes 1,250 shares which may be acquired through option exercises.
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(9)
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Includes 1,250 shares which may be acquired through option exercises.
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(10)
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Appointed as a director of Bancorp effective March 1, 2017.
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(11)
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Includes 30,202 shares held by Mr. Mitchem's spouse.
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(12)
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Includes 12,600 shares which may be acquired through option exercises.
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(13)
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Includes 625 shares which may be acquired through option exercises.
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(14)
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Includes an aggregate of 62,725 shares which may be acquired through option exercises by all directors and executive officers as a group.
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By Order of the Board of Directors
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William V. Turner
Chairman of the Board
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