DEF 14A: Simmons First National Corporation Announces Annual Shareholder Meeting and Proxy Statement

Simmons First National Corporation will hold its annual shareholder meeting on May 7, 2025, to vote on director elections, executive compensation, and auditor ratification.

Summary

• Simmons First National Corporation will hold its annual meeting of shareholders on May 7, 2025, at 8:00 A.M. Central Time in Little Rock, Arkansas.
• Shareholders of record as of March 5, 2025, are entitled to vote.
• The meeting agenda includes fixing the number of directors at 14, electing 14 directors, approving executive compensation, and ratifying the selection of FORVIS MAZARS, LLP as independent auditors.
• The Board of Directors recommends voting for all director nominees and for Proposals 1, 3, and 4.
• As of March 5, 2025, there were 125,918,825 shares of Class A Common Stock outstanding and entitled to vote.
• BlackRock, Inc. beneficially owns 18,043,806 shares (14.33%), and The Vanguard Group beneficially owns 15,207,448 shares (12.08%).
• The proxy statement provides details on director qualifications, committee structures, executive compensation, and corporate governance practices.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral to slightly positive sentiment due to the routine nature of the announcements and the Board's recommendations.

Positives

• The Board is committed to excellence in governance and is aware of the significant interest in executive compensation matters by investors and the general public.
• The company has adopted share ownership guidelines for directors and certain senior officers.
• The company maintains a whistleblower policy that is designed to provide associates with a way to report to the company activity that is considered to be illegal, dishonest, or fraudulent.
• The company has a compensation clawback policy which provides for the recoupment, under certain conditions, of certain incentive -based compensation (as defined in the policy) in the event of an accounting restatement (as defined in the policy).

Negatives

• The company's core return on average assets relative ranking for the 2024 Performance Period (Core ROAA Ranking), was allocated a 30% weighting, the Companys core return on tangible common equity relative ranking for the 2024 Performance Period (Core ROTCE Ranking), which was allocated a 35% weighting, and the Companys TSR relative ranking for the 2024 Performance Period (2024 TSR Ranking), which was allocated a 35% weighting. The Committee certified Core ROAA Ranking attainment at approximately the 12 th percentile, which was below the threshold performance level; Core ROTCE Ranking attainment at approximately the 16 th percentile, which was below the threshold performance level; and 2024 TSR Ranking attainment at approximately the 10 th percentile, which was below the threshold performance level. Thus, the aggregate payout (taking into account the weightings of the performance criteria) for the 2022 PSUs was 0% of the target benefit.

Risks

• The document includes a cautionary note regarding forward-looking statements, highlighting various economic, financial, and operational risks that could affect the company's actual results.
• These risks include changes in economic conditions, interest rates, credit quality, and competition, as well as potential market disruptions and cyber threats.

Future Outlook

The company's future growth, shareholder returns, business strategies, product development, governance structure, acquisitions and their expected benefits, revenue, expenses, assets, asset quality, profitability, earnings, accretion, dividends, customer service, lending capacity and lending activity, loan demand, deposit levels investment in digital channels, critical accounting policies and estimates, net interest income, net interest margin, non -interest income, non -interest expense, the Companys stock repurchase program, consumer behavior and liquidity, the Companys ability to recruit and retain directors, executive officers, and key employees, the effectiveness of the Companys directors, executive officers, and key employees; the adequacy of the allowance for credit losses, the estimated cost savings associated with the Companys Better Bank Initiative, income tax deductions, credit quality, the level of credit losses from lending commitments, interest rates and interest sensitivity, economic conditions, repricing of loans and time deposits, loan loss experience, liquidity, capital resources, market risk, plans for investments in securities, effect of pending and future litigation, staffing initiatives, merger and acquisition strategy and activity, legal and regulatory limitations and compliance, and competition.

Management Comments

• Given our current operating environment and operating strategies, we believe having a combined Chairman of the Board and Chief Executive Officer, as well as having a Lead Director, is the most appropriate structure for the Company and its shareholders at this time.
• The Board believes this structure demonstrates clear leadership to the Companys employees, shareholders, and other interested parties.

Industry Context

The document notes that the banking industry has been consolidating for a number of years, which is why the company has change in control agreements with its executives.

Comparison to Industry Standards

• The peer group of banking organizations used for comparison in setting executive compensation practices and levels of base salary, incentives, and benefits consisted of 20 banking organizations with assets between approximately $13.1 billion to $61.8 billion (approximately 0.5 to 2.2 times the Companys asset size at the time of the peer group analysis) located throughout the United States and recommended a peer group of 20 banking organizations with a median asset size of approximately $30.5 billion located in the states of Arkansas, Colorado, Florida, Georgia, Indiana, Missouri, Mississippi, Oklahoma, Tennessee, Texas, and Virginia.
• The Compensation Committee assessed the relationships between Pearl Meyer & Partners, LLC, the Company, the Compensation Committee and the executive officers of the Company for conflicts of interest. In this assessment, the Compensation Committee reviewed the criteria set forth in the SECs Reg. 240.10C -1 (b)(4)(i)-(vi), NASDAQ Rule 5605(d)(3)(D)(i)-(vi) and such other criteria as it deemed appropriate. The Compensation Committee did not identify any conflicts of interest for Pearl Meyer & Partners, LLC.

Management Changes

Corporate Governance

Related Party Transactions

• An immediate family member of George A. Makris, Jr., Chairman of the Board and Chief Executive Officer, is employed by the Company. In 2024, Mr. Makris, Jr.s son, George A. Makris III, served as Executive Vice President, General Counsel, and Secretary and received cash and equity compensation as set forth in the Summary Compensation Table. Such compensation is determined on a basis consistent with the Companys human resources policies and is reviewed and approved by the Compensation Committee.

Stakeholder Impact

• Shareholders have the opportunity to vote on key corporate governance matters, including director elections and executive compensation.
• The company's compensation policies are designed to align executive incentives with increasing shareholder value.
• Employees are provided with retirement benefits through the 401(k) Plan and Employee Stock Purchase Plan.
• The company maintains a Code of Ethics and a whistleblower policy to promote ethical conduct and compliance with laws and regulations.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The Board will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.
• The Audit Committee will continue to oversee the company's accounting and reporting practices.

Key Dates

Keywords

proxy statement, annual meeting, directors, executive compensation, shareholders, governance, auditors, Simmons First National Corporation, FORVIS MAZARS, voting