DEF 14A of Simmons First National Corp, Mar 20, 2024

DEF 14A of Simmons First National Corp

Filed Mar 20, 2024 · FY20230001174947-24-000372

Open on EDGAR

  1. PROPOSAL 2 — ELECTION OF DIRECTORS

    PROPOSAL 2 — ELECTION OF DIRECTORS Each of the persons named below is presently serving as a director of the Company for a term which ends on April 23, 2024, or such other date upon which a successor is duly elected and qualified. The Board has evaluated the independence of each director serving on the Board and its audit, compensation, and nominating and corporate governance committees under applicable law and regulations and the NASDAQ listing standards. The table below summarizes the findings of the Board (and reflects the present composition of each of the named committees):

  2. PROPOSAL 2 — ELECTION OF DIRECTORS

    | Name | Board of Directors | Audit Committee | Compensation Committee | Nominating & Corporate Governance Committee | | Dean Bass | Independent | * | * | * | | Jay D. Burchfield | Independent | Independent | Independent | * | | Marty D. Casteel | Independent | * | * | * | | William E. Clark, II | Independent | * | * | * | | Steven A. Cossé | Independent | Independent | Independent | Independent | | Mark C. Doramus | Independent | * | * | * | | Edward Drilling | Independent | * | * | Independent | | Eugene Hunt | Independent | * | * | * | | Jerry Hunter | Independent | Independent | Independent | * | | Susan Lanigan | Independent | Independent | Independent | Independent | | George A. Makris, Jr. | Not Independent | * | * | * | | W. Scott McGeorge | Independent | Independent | * | * | | Tom Purvis | Independent | * | * | Independent | | Robert L. Shoptaw | Independent | Independent | Independent | Independent | | Julie Stackhouse | Independent | * | * | * | | Russell W. Teubner | Independent | * | * | * | | Mindy West | Independent | Independent | Independent | * |

  3. PROPOSAL 2 — ELECTION OF DIRECTORS

    * The director is not a member of the Committee. In the evaluation of Mr. Doramus’s independence, the Board considered investment banking and brokerage services provided to the Company and its subsidiaries by Stephens Inc., as well as insurance services provided to the Company and its subsidiaries by insurance agency affiliates of Stephens Inc. (Mr. Doramus is the Chief Financial Officer of Stephens Inc.). In each of these cases, the fees paid were below the independence thresholds of the NASDAQ listing standards, and the Board determined that the relationship did not interfere with the director’s ability to exercise independent judgment as a director of the Company. The proxies hereby solicited will be voted for the election of the nominees shown below, as directors, to serve until the next annual meeting of the shareholders and until their successors are duly elected and qualified, unless otherwise designated in the proxy. If at the time of the meeting any of the nominees should be unable or unwilling to serve, the discretionary authority granted in the proxy may be exercised to vote for the election of a substitute or substitutes selected by the Board. Management has no reason to believe that any substitute nominee or nominees will be required. The nominees possess a wide range of qualifications and perspectives that contribute to strong oversight. The tables below highlight each nominee’s skills, experience, and background, as well as certain demographic, diversity, and tenure information. The information shown below in our Board Diversity Matrix is based on voluntary self-identifications made by each director serving on the Board as of the listed dates. Each category listed in the Board Diversity Matrix has the meaning used in Nasdaq Listing Rule 5605(f).

  4. PROPOSAL 2 — ELECTION OF DIRECTORS

    | Board Diversity Matrix (As of March 6, 2024) | | | | | | Total Number of Directors | 17 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 14 | | | | Part II: Demographic Background | | | | | | African American or Black | | 2 | | | | Alaskan Native or Native American | | | | | | Asian | | | | | | Hispanic or Latinx | | | | | | Native Hawaiian or Pacific Islander | | | | | | White | 3 | 12 | | | | Two or More Races or Ethnicities | | | | | | LGBTQ+ | 0 | | | | | Did Not Disclose Demographic Background | 2 | | | |

  5. PROPOSAL 2 — ELECTION OF DIRECTORS

    | Board Diversity Matrix (As of March 14, 2023) | | | | | | Total Number of Directors | 17 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 14 | | | | Part II: Demographic Background | | | | | | African American or Black | | 2 | | | | Alaskan Native or Native American | | | | | | Asian | | | | | | Hispanic or Latinx | | | | | | Native Hawaiian or Pacific Islander | | | | | | White | 3 | 12 | | | | Two or More Races or Ethnicities | | | | | | LGBTQ+ | 0 | | | | | Did Not Disclose Demographic Background | 1 | | | |

  6. PROPOSAL 2 — ELECTION OF DIRECTORS

    THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ALL OF THE BELOW-NAMED NOMINEES FOR ELECTION TO THE BOARD.

  7. Marty D. Casteel

    Marty D. Casteel Mr. Casteel, 73, was elected to the Board in 2020. Until his retirement in 2020, Mr. Casteel was employed by the Company’s lead subsidiary, Simmons Bank, for over 30 years. During that time, he held various leadership roles, including serving as Simmons Bank’s chairman, president, and chief executive officer from 2013 to 2020. In addition, Mr. Casteel was a senior executive vice president of the Company from 2013 to 2020. Mr. Casteel received a B.S.B.A. degree in Marketing from University of Arkansas in 1974. Mr. Casteel also served in the U.S. Army from 1974 to 1978. Mr. Casteel has served on numerous boards during his career. He is currently a member of the boards of directors of Jefferson Regional Medical Center and the Arkansas Research Alliance, and he is a past member of the board of directors of the Economic Development Alliance of Jefferson County. He is also a past president of the Mortgage Bankers Association of Arkansas. The Board believes that Mr. Casteel’s deep understanding of current and historical bank operations, as well as his experience as the chairman, president, and chief executive officer of Simmons Bank, provide needed skills and insight into the banking and financial services business conducted by the Company and its subsidiaries, including the assessment of lending and deposit activities, the management of financial regulatory affairs, the evaluation of bank policies and practices, and the mitigation of enterprise risks.

  8. William E. Clark, II

    William E. Clark, II Mr. Clark, 54, was elected to the Board in 2008. He is the Chief Executive Officer of Clark Contractors, LLC, a general contractor involved in commercial construction throughout the United States. Prior to the formation of Clark Contractors, LLC in 2009, he was employed by CDI Contractors from 1994 through 2009, where he served in various capacities culminating in his serving as Chief Executive Officer from 2007 to 2009. Mr. Clark received a B.S.B.A. degree in Business Management from the University of Arkansas in 1991. He is a member of Fifty for the Future, a board member of CARTI, a past chairman of the UAMS Foundation Fund Board of Directors, a past president/chairman for the UAMS Consortium, Arkansas Children’s Hospital Committee for the Future, and St. Vincent Foundation, a former member of the Young Presidents Organization, and a member of the Dean’s Executive Advisory Board for the Walton College of Business at the University of Arkansas and the Arkansas Executive Forum. The Board believes that Mr. Clark’s experience within the commercial construction industry provides needed skills in the assessment of the construction industry utilized by the Company in setting policies involving the allocation of credit and lending priorities.

  9. Steven A. Cossé

    Steven A. Cossé Mr. Cossé, 76, was elected to the Board in 2004. In 2013, he retired as president and CEO of Murphy Oil Corporation, a Fortune 500 company listed on the New York Stock Exchange (“NYSE”). Mr. Cossé has also previously served as the Executive Vice President and General Counsel for Murphy Oil Corporation. He had served as General Counsel since 1991 and had also previously served as Senior Vice President, Vice President and Principal Financial Officer. Prior to joining Murphy Oil Corporation as General Counsel, he served for eight years as General Counsel for Ocean Drilling & Exploration Company in New Orleans, Louisiana, a NYSE-listed, majority-owned subsidiary of Murphy Oil Corporation. Mr. Cossé received a B.A. degree in Government from Southeastern Louisiana University in 1969 and a Juris Doctorate degree from Loyola University in 1974. Mr. Cossé also currently serves on the boards of South Arkansas Regional Hospital and SHARE Foundation. He is a former member of the board of directors of Murphy Oil Corporation, the Board of Trustees of Loyola University New Orleans, and he is past chairman of the South Arkansas Chapter of the American Red Cross. Mr. Cossé is a member of the Louisiana Bar Association, Arkansas Bar Association and Union County Bar Association. The Board believes that Mr. Cossé’s experience as an executive officer, general counsel and principal financial officer provides needed skills in the assessment of the oil industry utilized by the Company in setting policies involving the allocation of credit and lending priorities and in the legal, financial and general business issues facing publicly traded companies.

  10. Mark C. Doramus

    Mark C. Doramus Mr. Doramus, 65, was elected to the Board in 2015. He serves as Chief Financial Officer of Stephens Inc. (“Stephens”), an independent financial services firm headquartered in Little Rock, Arkansas. He has served in several capacities at Stephens, including in the corporate finance department from 1988 to 1994, Assistant to the President from 1994 to 1996 and Chief Financial Officer since 1996. He began his career in 1980 with Arthur Andersen & Co. in Dallas, Texas, where he worked as a Certified Public Accountant. He joined the Dallas, Texas, office of Trammell Crow Company in 1983, where he worked until he joined Stephens in 1988. Mr. Doramus was a member of the CHI St. Vincent Infirmary Board of Directors from 2007 to 2016, serving as chairman from 2012 to 2014. Mr. Doramus was a member of the University of Arkansas at Little Rock Board of Visitors from 2004 to 2016. Mr. Doramus served on the Winthrop Rockefeller Foundation board from 2004 to 2009, serving as Chairman in 2009. Mr. Doramus graduated from Rhodes College in Memphis, Tennessee, with a B.A. degree in Economics and Business in 1980 and received his M.A. degree in Real Estate and Regional Science from Southern Methodist University in Dallas, Texas, in 1982. The Board believes that Mr. Doramus’s experience in accounting and the financial services industry provides needed skills for assisting in the management of the Company’s business, including risk management, internal controls and capital management.

  11. Edward Drilling

    Edward Drilling Mr. Drilling, 68, was elected to the Board in 2008. He joined AT&T (then Southwestern Bell Telephone Company) in 1979 and served in various operations positions including customer service, sales and marketing, and the external affairs organization. He was named President of AT&T’s Arkansas Division in 2002. Mr. Drilling then served as AT&T’s Senior Vice President of External and Regulatory Affairs for all fifty states, a position to which he was appointed in 2017. He retired from AT&T in 2020. Mr. Drilling received a B.S. degree in Marketing from the Walton College at the University of Arkansas in 1978 and graduated from the Emory University Advanced Management Program in 1991. In 2022, he completed the Berkeley Law executive education program “ESG: Navigating the Board’s Role”. Mr. Drilling has served on numerous boards over the last 40 years, including as past chairman of the Arkansas State Chamber of Commerce, Arkansas Children’s Hospital Board of Trustees, University of Arkansas Board of Advisors, former president of the Little Rock Chamber of Commerce Board of Directors, UAMS Arkansas BioVentures Advisory Board, founding member of the Arkansas Research Alliance, and former president of Fifty for the Future and former vice chairman of the Arkansas Economic Development Commission. He also currently serves on the Arkansas Game and Fish Foundation Board and the Nature Conservancy Board. The Board believes that Mr. Drilling’s experience as an executive within the telecommunication and information technology industry (having participated in various industry transitions, mergers and technology changes) provides needed skills in the assessment of the technology risks of the Company, the security measures to address these risks and valuable insights involving the executive management of a large, highly-regulated enterprise.

  12. Eugene Hunt

    Eugene Hunt Mr. Hunt, 78, was elected to the Board in 2009. He is an attorney in private practice in Pine Bluff, Arkansas. Mr. Hunt began his practice in 1972 and has thereafter been involved in the active practice of law within Arkansas, primarily in southeast Arkansas. He served as Judge on the Arkansas Court of Appeals from August through December 2008 and has also previously served as a Special Circuit Judge and Special Justice on the Arkansas Supreme Court. Additionally, he served as Director of the Child Support Enforcement Unit, Jefferson County, Arkansas from 1990 to 2001. Mr. Hunt received a B.A. degree in History and Government from Arkansas AM&N College in 1969 and a Juris Doctorate degree from the University of Arkansas Law School in 1971. Mr. Hunt also serves on the boards of The Economic Development Corporation of Jefferson County, Arkansas; Jefferson Hospital; and Youth Partners. He has also been involved with the Arkansas Ethics Commission, Jefferson County United Way, and the Arkansas Criminal Code Revision Commission. He is a Life Member of the NAACP and has served as an NAACP Legal Defense Fund Affiliate Attorney since 1978. The Board believes that Mr. Hunt’s experience as an attorney and his long-term familiarity with the business and social environment in southeastern Arkansas provide needed skills in, and insight into, the small business and consumer needs of the Company’s banking customers in one of its major markets, southeastern Arkansas.

  13. Jerry Hunter

    Jerry Hunter Mr. Hunter, 71, was elected to the Board in 2017. He is Senior Counsel in the Commercial Litigation and Labor & Employment Law Client Service Groups of the international law firm Bryan Cave Leighton Paisner LLP, where he previously was a partner from 1994 until 2020. Mr. Hunter previously served as Labor Counsel for the Kellwood Company, Director of the Missouri Department of Labor and Industrial Relations, and General Counsel of the National Labor Relations Board. Mr. Hunter received a bachelor’s degree in History and Government with a minor in Mathematics from the University of Arkansas at Pine Bluff in 1974 and a Juris Doctor degree from Washington University School of Law in St. Louis, Missouri in 1977. Mr. Hunter also attended the Program for Senior Executives in State and Local Government at the John F. Kennedy School of Government, Harvard University in 1987. On November 14, 2022, Mr. Hunter was elected to the Board of Directors of Missouri-American Water Company. Mr. Hunter has served on the boards of the Kellwood Company, Boys Hope Girls Hope International, Associated Industries of Missouri, St. Louis Regional Convention and Sports Complex Authority, U.S. Congress Office of Compliance, American Arbitration Association, Maryville University, the U.S. Senate Small Business Committee Advisory Council, and Washington University Law School Board of Advisors. The Board believes that Mr. Hunter’s experience as an attorney in senior-level governmental and private-sector roles, as well as his deep knowledge of labor and employment matters, provide needed skills and insight into the legal and regulatory environment in which the Company operates.

  14. Susan Lanigan

    Susan Lanigan Ms. Lanigan, 61, was elected to the Board in 2017. She is on the board of directors of Kirkland’s Inc. (a Nasdaq-listed company), where she chairs the Compensation Committee. She previously served on the board of directors of Vi-Jon, Inc., where she chaired the Nominating Committee until December 31, 2022. Ms. Lanigan previously served as Executive Vice President and General Counsel of Chico’s FAS, Inc. (then a NYSE-listed company) from May 2016 until her retirement in July 2018. She also served as Chair of the Tennessee Education Lottery Commission, a position to which she was appointed by the Governor of the State of Tennessee and approved by the State Legislature, from 2014 to 2021. Prior to that, she was Executive Vice President and General Counsel of Dollar General Corporation (a NYSE-listed company) (“Dollar General”), a Fortune 200 company, where she worked from July 2002 until May 2013. Prior to joining Dollar General, Ms. Lanigan served as Senior Vice President and General Counsel of Zale Corporation. She started her career as a litigation attorney for Troutman Sanders, LLP (now Troutman Pepper Hamilton Sanders LLP) in Atlanta, GA. Ms. Lanigan received her undergraduate degree from the University of Georgia and her law degree from the University of Georgia School of Law. The Board believes that Ms. Lanigan’s experiences as a senior executive officer and general counsel, and as a board member, of large corporations provide needed skills and insight in addressing legal, governance and general business issues facing publicly traded companies. George A. Makris, Jr. Mr. Makris, Jr., 67, was elected to the Board in 1997. He currently serves as executive chairman and chairman of the board of the Company, as well as the executive chairman and chairman of the board of the Company’s lead subsidiary, Simmons Bank. Mr. Makris, Jr. previously served as the chairman and chief executive officer of the Company, as well as the chairman and chief executive officer of Simmons Bank until December 31, 2022. Prior to his employment by the Company on January 2, 2013, Mr. Makris, Jr. had been employed by M. K. Distributors, Inc. since 1980 and had served as its President since 1985. Mr. Makris, Jr. previously served as a member of the board of directors of Worthen National Bank — Pine Bluff and its successors from 1985 to 1996 and served as Chairman of the Board from 1994 to 1996. Mr. Makris, Jr. received a B.A. degree in Business Administration from Rhodes College in 1978 and an M.B.A. from the University of Arkansas in 1980. Mr. Makris, Jr. also serves as a member of the board of trustees of Jefferson Regional Medical Center. In 2023, he represented the Eighth District of the Federal Reserve on the Federal Advisory Council to the Federal Reserve Board. He is a past Chairman of the board of directors of The Economic Development Corporation of Jefferson County, Arkansas. He has previously served as Chairman of the board of trustees of the Arts and Science Center for Southeast Arkansas, Chairman of the Board of Directors of the Economic Development Alliance for Jefferson County, Chairman of the board of directors of the Greater Pine Bluff Chamber of Commerce, Chairman of the King Cotton Classic Basketball Tournament, Chairman of the board of trustees of Trinity Episcopal School, a director of the Wholesale Beer Distributors of Arkansas, a director of the National Beer Wholesalers Association, a director of CHI St. Vincent. and a member of the board of visitors of the University of Arkansas at Pine Bluff and the University of Arkansas for Medical Sciences, College of Medicine. The Board believes that Mr. Makris, Jr.’s experience as the Executive Chairman and former Chief Executive Officer of the Company and his experience as a business executive and long-term resident of central and southeastern Arkansas provide needed skills and insight into the banking and financial services business conducted by the Company as well as the executive management of a successful business enterprise.

  15. Peer Comparison

    Peer Comparison In determining the amount of executive officer compensation each year, the Compensation Committee reviews competitive market data from the banking industry as a whole and a specific peer group of comparably sized banking organizations. The Committee uses this peer group of banking organizations for comparison in setting executive compensation practices and levels of base salary, incentives, and benefits. Prior to setting the peer group, the Committee obtains the recommendation of its compensation consultant on the makeup of its peer group. For 2023, the compensation consultant conducted a review of publicly-traded regional banks and recommended a peer group of banks with assets between approximately $12.7 billion to $56.4 billion (approximately 0.5 to 2.1 times the Company’s asset size at the time of the peer group analysis) located in the states of Arkansas, Florida, Georgia, Iowa, Indiana, Missouri, Mississippi, Oklahoma, Tennessee, Texas, and Virginia. The Compensation Committee adopted the peer group as recommended by its compensation consultant. For our compensation analysis for 2023, the peer group consisted of 20 banking organizations; the name and ticker symbol for the members of the peer group are set forth below:

  16. Peer Comparison

    The Committee believes the peer group was indicative of the market in which the Company competed for the employment and retention of executive management in 2023, as such institutions were of similar size and had similar numbers of employees, product offerings and geographic scope. The executive salary and incentive programs are generally targeted to the peer group median for each compensation category in order to be competitive in the market. In cases where an executive’s experiences or performance warrant, the Company may exceed the peer group median. The Company’s incentive programs are analyzed with similar programs of the peer group. The incentive programs are designed for the emphasis of performance-based compensation. The Committee attempts to make compensation decisions consistent with the foregoing objectives and considerations, including, in particular, market levels of compensation necessary to attract, retain, and motivate the executive officers. Therefore, the aggregate wealth accumulated or realizable by an executive from past compensation grants is considered but not determinative in setting compensation or making additional grants.

  17. Decisions Regarding Composition of Total Direct Compensation

    Decisions Regarding Composition of Total Direct Compensation The Company’s executive compensation program consists of a mix of separate components that seek to align the executives’ incentives with increasing shareholder value. For 2023, the Company’s executive incentive compensation program included both non-equity and equity incentive compensation (except in the cases of George Makris, Jr., the Company’s executive chairman, whose incentive compensation program includes only equity incentive compensation; Mr. Reddin, the Company’s previous chief banking officer, who, due to the timing of his separation from service in July 2023, did not receive a non-equity incentive award; and C. Daniel Hobbs, the Company’s chief financial officer, who, due to the timing of his hiring in December 2023, did not participate in any incentive compensation program for 2023). The Company established target allocations of non-equity incentive compensation for participating executive officers. For 2023, for the CEO, the Board set a target allocation of potential non-equity incentive compensation at 100% of salary. For all participating executive officers other than the CEO, the Compensation Committee set targets for potential non-equity incentive compensation based upon the executive’s scope and performance ranging from 40% to 100% of salary. The Company also established target allocations of equity incentive compensation for all participating executive officers. For 2023, for the CEO, the Board set a target allocation of potential equity incentive compensation at 135% of salary. For all participating executive officers other than the CEO, the Compensation Committee (or, in the case of the executive chairman, the Board) set targets for potential equity incentive compensation based upon the executive’s scope and performance ranging from 45% to 200% of salary. If performance goals are achieved at the threshold level, the annual grants for equity incentive compensation to such executives will vest at 75% of target. If performance goals are achieved at the target level, the annual grants for equity incentive compensation to such executives will vest at 100% of target. If performance goals are achieved at the maximum level, the annual grants for equity incentive compensation to such executives will vest at 150% of target. In recent years, the annual grants for equity incentive compensation have consisted of restricted stock awards, restricted stock unit awards, performance share unit awards and/or stock options as specified by the Compensation Committee. The compensation of the named executive officers for 2023 was allocated as follows (exclusive, for the avoidance of doubt, of any bonuses, payments, and/or equity grants received by certain executive officers in connection with their hiring (in the case of Mr. Hobbs), promotion (in the case of Messrs. Fehlman, Brogdon, and Rawls), or separation from service (in the case of Mr. Reddin)): • Base Salaries plus Bonus: ranges from approximately 34% to 100% of total direct compensation. • Cash Incentive Plan: ranges from 0% to approximately 19% of total direct compensation (for 2023, most of these amounts were paid in the discretion of the Compensation Committee (or Board, as applicable)). • Equity Incentives: ranges from approximately 0% to 66% of total direct compensation. “Total direct compensation” means annual base salaries plus bonus plus non-equity and equity incentive compensation, excluding non-recurring, special purpose grants, payments, or bonuses (including, for the avoidance of doubt, bonuses for the successful completion of mergers and acquisitions). The foregoing percentages are based on the grant date fair value of annual compensation (calculated in accordance with Accounting Standards Codification Topic 718, Compensation — Stock Compensation). Please refer to the discussion of Accounting Standards Codification Topic 718, Compensation — Stock Compensation, which precedes the 2023 Summary Compensation Table, below. The Company emphasizes market practices in the design and administration of its executive compensation program. The Compensation Committee’s philosophy is that incentive pay should generally constitute a significant component of total direct compensation. The executive compensation program utilizes stock options, restricted stock awards, restricted stock units and performance share units, although no stock options or restricted stock awards were issued during 2023. Equity incentive performance measures generally should promote shareholder return and earnings growth, and the plan design should be based upon a direct connection between performance measures, the participant’s ability to influence such measures, and the award levels. Consistent with the recommendation of the compensation consultant, the Compensation Committee included restricted stock units and performance share unit awards as components of the 2023 incentive compensation program.

  18. Executive Compensation Program Overview

    Executive Compensation Program Overview The Company takes shareholder feedback on its compensation programs very seriously. The Company appreciates that approximately 95% of shares that voted on the Company’s “say-on-pay” proposal at the 2023 Annual Meeting of Shareholders approved the 2022 compensation of the named executive officers, as disclosed in the 2023 proxy statement, and the Compensation Committee views this as an indication that the Company has been generally effective in implementing its compensation philosophy and objectives. Nevertheless, the Compensation Committee recognizes that executive pay practices and governance continue to evolve, and the Compensation Committee is committed to continually evaluating the Company’s practices in this area, including through the use of advisors, to help ensure that they support the Company’s overall strategic goals. The four primary components of the Company’s executive compensation program are: • base salary and bonus, • non-equity incentives, • equity incentives, and • benefits. 1. Base Salary and Bonus Base salary is designed to provide competitive levels of compensation to executives based upon their experience, duties, and scope of responsibility. The Company pays base salaries because it provides a basic level of compensation and is necessary to recruit and retain executives. The Company may use annual base salary adjustments to reflect an individual’s performance or changed responsibilities and to offset cost of living increases. Base salary levels are also used as a benchmark for the amount of incentive compensation opportunity provided to an executive. For example, participation in the cash incentive plan (“CIP”) is set within a range of base salary based upon the executive’s scope of responsibility and the executive’s performance. As discussed above, the Company’s executive compensation program emphasizes targeting the total amount of compensation to peer group practices with a mix of compensation, including a significant component of incentive compensation. At lower executive levels, base salaries represent a larger proportion of total compensation; but at senior executive levels, total compensation contains a larger component of incentive compensation opportunities. In certain years, the Company has issued one-time, discretionary bonuses in special situations, such as in connection with onboarding a new (or promoting an existing) executive or certain mergers and acquisitions. While the Company does not have a practice of routinely utilizing discretionary bonuses as a significant part of the executive compensation program, the Company does believe that such compensation may be appropriate in special situations, such as the Company’s successful merger and acquisition activities. In addition, in recent years, competition among financial institutions for key personnel has increased, and, in the Company’s experience, one-time bonuses can be an important and effective tool for recruiting and retaining key personnel who may have other employment opportunities. As a result, the Committee continues to believe the Company should be able to award one-time bonuses where special circumstances warrant and further believes that such use of these types of bonuses is consistent with the practices of many of the Company’s peers (and, again, is important to maintaining competitive pay practices at the Company). During 2023, the Company issued a cash signing bonus in the amount of $225,000 to C. Daniel Hobbs, the Company’s chief financial officer, in connection with his hiring. 2. Non-Equity Incentives The Company uses the CIP as a short-term incentive to encourage achievement of its annual performance goals. The CIP focuses on the achievement of annual financial and operating goals. The CIP is designed to: • support strategic business objectives, • promote the attainment of specific financial and operating goals for the Company and the executive, • reward achievement of specific performance objectives, and • encourage teamwork. The CIP is designed to provide executives with market competitive compensation based upon their scope of responsibility. The size of an executive’s CIP award is influenced by these factors, market practices, Company performance, and individual performance. The Compensation Committee generally sets the annual CIP award for an executive to provide an incentive at the market median for expected levels of performance. All of the named executive officers (except Messrs. Makris, Jr., Reddin, and Hobbs) participated in the CIP in 2023. Awards earned under the CIP are contingent upon employment with the Company through the end of the applicable performance period, except for payments made in the event of death, retirement, or disability. The ultimate amount paid to an executive under the CIP is a function of four variables: • the executive’s target award; • the metrics (and their associated goals) set for the Company; • the payout amounts established by the Compensation Committee which generally correspond to Threshold, Target, and Maximum levels of performance; and • the Compensation Committee’s determination of the extent to which the goals were met and its exercise of any discretionary adjustments. For 2023, company-wide adjusted pre-provision net revenue (“PPNR”) and adjusted efficiency ratio (“ER”) were approved as the performance metrics for the CIP for Messrs. Fehlman, Brogdon, Makris III, and Massanelli. For Mr. Rawls, PPNR, as well as commercial loan asset quality factors (“AQ Factors”), were approved as the performance metrics for the CIP for 2023. The Committee developed corresponding threshold, target, and maximum performance levels for the PPNR and ER metrics. The Committee also set target annual incentive opportunities for each participating named executive officer, measured as a percentage of base salary. Threshold and maximum payout opportunities, at 50% and 200% of target, were established for the PPNR and ER metrics. No portion of the annual incentive payout was guaranteed. If threshold PPNR or threshold ER performance levels were not achieved, no payouts would be made under the CIP for that plan metric. Additionally, for Mr. Rawls, the AQ Factors were deemed to be “make or miss,” with a set payout for performance that met or exceeded the target goal and no payout if performance did not meet the target goal. To incent CIP participants to make decisions that have positive long-term impact on the Company, even at the expense of short-term results, and to prevent unusual gains and losses from having too great an impact on plan payouts, the Compensation Committee retained discretion to exclude items impacting comparability from company-wide results and adjust actual results for specific items that occurred during the plan year. In addition, the final payouts for certain officers were eligible for negative adjustments based on the actual expenses incurred by their respective departments as compared to budgeted amounts, and the final payouts for all participating named executive officers (except Mr. Rawls) were eligible for negative adjustments based on certain company-wide asset quality metrics. Further, the Compensation Committee reserved the right to adjust the amount payable under the CIP in accordance with any standard or on any other basis as the Compensation Committee may determine. The 2023 CIP design was generally consistent with the design used in 2022.

  19. Executive Compensation Program Overview

    The Compensation Committee generally sets the performance measures in the first half of each year based on management’s confidential business plan and budget for the coming year, which typically includes planned revenue growth, cost management and profit goals. The Committee also sets threshold, target, and maximum performance levels where applicable. Maximum performance levels reflect ambitious goals which can only be attained when business results are exceptional. Threshold performance levels for the components are usually set based on an analysis of the budget for the coming year or as a percentage of target. The Compensation Committee also assesses actual performance relative to pre-set levels and, in doing so, determines the amount of any final award payment. In determining final awards and in evaluating performance, the Committee considers adjustments to GAAP net income and other corporate performance measures for unplanned, unusual, non-recurring, or other appropriate items. Each participant in the CIP is allocated a targeted incentive as a percentage of his or her base salary which is payable if and to the extent the Company’s performance satisfies the Target performance level for each component under the CIP (or, for the AQ Factors for Mr. Rawls, if the Company’s performance meets or exceeds the target goal), subject to Committee adjustment. The table below shows the targeted benefit for the participating named executive officers for 2023.

  20. Executive Compensation Program Overview

    Each of PPNR and ER has three performance levels that help determine the participant’s payout for that component: Threshold, Target and Maximum. Absent exercise of Committee discretion, no payout is earned for a component if the Company’s performance is below the Threshold. The Company’s performance at the Threshold level for a component entitles the participant to 50% of the participant’s targeted benefit times the weighting factor for such component. The Company’s performance at the Target level for a component entitles the participant to 100% of the participant’s targeted benefit times the weighting factor for such component. The Company’s performance at the Maximum level entitles the participant to 200% of the participant’s targeted benefit times the weighting factor for such component. Performance in excess of the Maximum does not entitle the participant to a benefit in excess of the maximum benefit times the weighting of that component. If the performance with respect to any component is in excess of the Threshold but less than the Maximum, then the participant’s entitlement is a prorated percentage computed based upon the Company’s actual performance in proportion to the closest performance level for that component. The PPNR component was based upon the Company’s 2023 “adjusted pre-provision net revenue” (net interest income plus noninterest income minus noninterest expense, then adjusted for certain items (on a pre-tax basis), including merger related costs, branch rightsizing costs, early retirement program costs, gain/loss on sale of securities, gain on insurance settlement, and FDIC special assessment). For the participating named executive officers, this component was allocated 50% of the participant’s targeted CIP benefit. The performance levels for 2023 were set by the Compensation Committee considering 2022 results and the Company’s budget for 2023. The PPNR target was set at $410,000,000. The threshold level was set at $369,000,000, and the maximum was set at $451,000,000. If 2023 PPNR was below the threshold, there would be no PPNR entitlement (absent the exercise of Committee discretion). The ER component was based upon the Company’s adjusted efficiency ratio for 2023. “Adjusted efficiency ratio” means non-interest expense (excluding non-recurring items, foreclosed property expense, amortization of intangibles and goodwill impairments) divided by the sum of net interest income (fully taxable equivalent) plus non-interest revenues (excluding gains from securities and non-recurring items). For the participating named executive officers except Mr. Rawls, this component was allocated 50% of the participant’s targeted CIP benefit (the allocation for Mr. Rawls was 0%). The Committee established a Threshold, Target, and Maximum for the ER of the Company. The performance levels for 2023 were set by the Compensation Committee based upon the Company’s internal operating goals and 2023 budget. The Threshold, Target, and Maximum were set at 59.4%, 55.4%, and 51.4%, respectively. If 2023 ER was below the threshold, there would be no ER entitlement (absent the exercise of Committee discretion). In addition, for Mr. Rawls, the AQ Factors component was allocated 50% of Mr. Rawls’ targeted CIP benefit and was based upon the following with respect to the commercial loan portfolio:

  21. Executive Compensation Program Overview

    3. Equity Incentives Since 2015, the Company has annually established a Long-Term Incentive Plan (“LTIP”) for equity awards under the Simmons First National Corporation 2015 Incentive Plan (as such plan has been amended and restated from time to time) (the “2015 Plan”). The major components of the LTIP are non-qualified stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance share units (“PSUs”) that are settled in shares of Common Stock based on results over a three-year performance period. During 2023, shareholders approved the Simmons First National Corporation 2023 Stock and Incentive Plan (the “2023 Plan”). As a result, following the date of the 2023 Annual Meeting, LTIP awards are granted under the 2023 Plan. As with the 2015 Plan, the 2023 Plan includes non-qualified stock options, RSAs, RSUs and PSUs as available award types. No stock options or RSAs were granted in 2023. PSUs reward the achievement over a 3-year performance period of specified financial performance criteria specified in the PSU at the time of the grant. Achievement of a threshold level of performance results in a payout equal to 50% of each participant’s approved target opportunity. Target performance results in a payout equal to 100% of the targeted opportunity. The maximum number of shares that can be earned for each of these performance measures is 200% of the targeted number of PSUs. The ultimate value of performance shares, which are paid in stock, is also impacted directly by stock price appreciation or depreciation over the performance period. Dividend equivalents are paid at the conclusion of the performance period based on the number of shares actually earned during the applicable performance period. If the performance with respect to any component is in excess of the Threshold and less than the Maximum, then the participant’s entitlement is a prorated percentage computed based upon the Company’s actual performance in proportion to the closest performance level for that component. RSUs generally vest in approximately equal installments over three years after the date of grant. For the three-year performance period commencing in 2023 (“2025 Performance Period”), the allocation of the equity vehicles under the LTIP is 50% in RSUs and 50% in PSUs (valued at target). Performance does not increase the payout on the portion of the incentive allocated to RSUs, while performance above the Target may increase the payout on PSUs up to 200% of the Target payout level, thereby providing an approximate overall limitation on the LTIP benefits of 150% of Target payout. When performance-based grants of restricted stock are utilized, the Compensation Committee identifies the specific components of the Company’s financial performance to be used in determining the grants. The components are weighted to emphasize the current strategic focus of the Company. The Compensation Committee sets Threshold, Target, and Maximum performance levels for each component which if satisfied will entitle the participant to 50%, 100%, and 200%, respectively, of the participant’s targeted benefit attributable to that component. The Company’s performance at the Threshold level for a component entitles the participant to 50% of the Participant’s target benefit times the weighting factor for such component. The Company’s performance at the Target level for a component entitles the participant to 100% of the Participant’s target benefit times the weighting factor for such component. The Company’s performance at the Maximum level entitles the participant to 200% of the Participant’s target benefit times the weighting factor for such component. Performance in excess of the Maximum does not entitle the participant to a benefit in excess of the maximum target benefit times the weighting of that component. If the performance with respect to any component is in excess of the Threshold and less than the Maximum, then the participant’s entitlement is a prorated percentage computed based upon the Company’s actual performance in proportion to the closest performance level for that component. In determining final awards and in evaluating performance, the Committee considers adjustments to GAAP net income and other corporate performance measures for unplanned, unusual, non-recurring, or other appropriate items.

  22. 2025 Performance Period Grant

    2025 Performance Period Grant The equity incentive granted for the 2025 Performance Period (three-year period 2023-2025) consists of 50% RSUs and 50% PSUs. The RSUs granted for the 2025 Performance Period are time vested in approximately equal installments on the first, second, and third anniversary of the grant date. For the 2025 Performance Period, the PSUs were granted to the equity incentive plan participants in January 2023 and will be payable in early 2026 after certification of the results of the 2025 Performance Period by the Compensation Committee or, in the case of Messrs. Makris, Jr. and Fehlman, the Board. In January 2023, the Compensation Committee established the performance criteria and the target payout for the PSUs, under the LTIP, including the participating named executive officers. The table below sets forth certain details for the equity incentive for the participating named executive officers in the 2025 Performance Period:

  23. 2025 Performance Period Grant

    | Executive Name & Title | Targeted Equity Incentive (% of Salary)* | Targeted Equity Incentive ($) | RSU Allocation ($) | PSU Allocation ($) | | Robert A Fehlman, CEO | 135% | $1,012,500 | $506,250 | $506,250 | | James M. Brogdon, President | 120% | $660,000 | $330,000 | $330,000 | | George A. Makris, Jr., Exec. Chairman | 200% | $2,000,000 | $1,000,000 | $1,000,000 | | George A. Makris III, EVP | 60% | $222,000 | $111,000 | $111,000 | | Stephen C. Massanelli, SEVP | 60% | $217,200 | $108,600 | $108,600 | | Matthew S. Reddin, EVP** | 60% | $255,000 | $127,500 | $127,500 | | Chad D. Rawls, EVP | 45% | $150,750 | $75,375 | $75,375 |

  24. 2025 Performance Period Performance Criteria

    In addition, the Compensation Committee periodically utilizes time-vested restricted stock grants in the form of RSAs or RSUs (in addition, or as an alternative, to PSUs) in connection with hiring or promoting executives within the Company and as equity incentives for senior officers below the executive level. During 2023, 347 Company associates received time-vested RSU grants. Please refer to the section below, “Other Guidelines and Procedures Affecting Executive Compensation” for additional information regarding the Company’s practices when granting stock options and RSUs.

  25. Performance of 2021 PSUs

    Performance of 2021 PSUs As previously described in the Company’s proxy statement for the Company’s 2022 annual shareholders’ meeting, as part of the LTIP established by the Compensation Committee in 2021, PSUs with a three-year performance period ending on December 31, 2023 (“2023 Performance Period”) were granted to each of the named executive officers except Mr. Hobbs (“2021 PSUs”). The performance criteria for the 2021 PSUs included the Company’s core return on average assets ranking for the 2023 Performance Period (“Core ROAA Ranking”), which was allocated a 30% weighting, the Company’s core return on tangible common equity ranking for the 2023 Performance Period (“Core ROTCE Ranking”), which was allocated a 35% weighting, and the Company’s TSR ranking for the 2023 Performance Period (“2023 TSR Ranking”), which was allocated a 35% weighting. Core ROAA means the Company’s core earnings (net income adjusted to exclude non-core items, including items related to the sale of branches, branch right sizing, the Company’s early retirement program, and merger-related costs) divided by the average total assets for the period. Core ROTCE means the Company’s core earnings (net income adjusted to exclude non-core items, including items related to the sale of branches, branch right sizing, the Company’s early retirement program, and merger-related costs) adjusted by the amortization of intangibles divided by the average common stockholders’ equity less the average intangible assets (goodwill and other intangibles) for the period. For each of the Core ROAA Ranking, Core ROTCE Ranking, and 2023 TSR Ranking, the threshold, target, and maximum performance levels were 25th percentile, 50th percentile, and 75th percentile, respectively. The Committee certified Core ROAA Ranking attainment at the 24th percentile, which was below the threshold performance level; Core ROTCE Ranking attainment at the 32.3 percentile, which exceeded the threshold but was less than the target performance level; and 2023 TSR Ranking attainment at the 2nd percentile, which was below the threshold performance level. Thus, the aggregate payout (taking into account the weightings of the performance criteria) for the 2021 PSUs was 22.61% of the target benefit.

  26. Performance Table for 2021 PSUs

    Performance Table for 2021 PSUs

  27. Performance Table for 2021 PSUs

    | Benefit Level[1] | Threshold 50% | Target 100% | Maximum 200% | 2023 Results | 2023 Benefit Level | | Core ROAA Ranking | 25th Percentile | 50th Percentile | 75th Percentile | 24th Percentile | 0% | | Core ROTCE Ranking | 25th Percentile | 50th Percentile | 75th Percentile | 32.3 Percentile | 64.6% | | 2023 TSR Ranking | 25th Percentile | 50th Percentile | 75th Percentile | 2nd Percentile | 0% | | Aggregate Benefit[2] | | | | | 22.61% |

  28. Performance Table for 2021 PSUs

    ________________________ [1] The percentage shown is the percentage of the target benefit for a performance criterion earned for performance of the criterion at the designated level. [2] The percentage shown is the percentage of the target benefit earned for performance of the above three performance criteria at the designated levels based upon a 30% weighting for Core ROAA Ranking, a 35% weighting for Core ROTCE Ranking, and a 35% weighting for 2023 TSR Ranking. 4. Benefits A. Profit Sharing and Employee Stock Ownership Plan The Company previously offered a combination profit sharing and employee stock ownership plan. This plan was open to substantially all of the employees of the Company including the named executive officers. The plan and the contributions to the plan were designed to provide for retirement benefits to employees and allow the employees of the Company to participate in the ownership of stock in the Company. During 2016, the Company terminated this plan and merged it into the Company’s 401(k) Plan. B. 401(k) Plan and Employee Stock Purchase Plan The Company offers a qualified 401(k) Plan in which it makes matching contributions to encourage employees to save money for their retirement. Additionally, the Company may make profit-sharing contributions to the plan which are allocated among participants based upon plan compensation without regard to participant contributions. This plan, and the contributions to it, enhance the range of benefits offered to executives and enhance the Company’s ability to attract and retain employees. Under the terms of the 401(k) Plan, employees may defer a portion of their eligible pay, up to the maximum allowed by I.R.S. regulation, and the Company matches 100% of the first 3% of eligible compensation and 50% of the next 2% of eligible compensation for a total match of 4% of eligible pay for each participant who defers 5% or more of his or her eligible pay. Additionally, for 2023, the Compensation Committee approved a discretionary contribution of 1.32% of aggregate associate compensation into the 401(k) Plan based upon the Company’s performance, which is expected to be made in the first quarter of 2024. Account balances under the 401(k) Plan are fully vested at all times. Additionally, under the current Simmons First National Corporation First Amended and Restated 2015 Employee Stock Purchase Plan, the Company offers a convenient method for eligible employees of the Company and its subsidiaries to purchase shares of Common Stock at a favorable price through payroll deductions. As described below in Proposal 5, the Company is seeking shareholder approval to amend and restate the current plan to increase the number of offerings, to increase the aggregate number of shares reserved for issuance, and to extend the term of the plan. C. Perquisites and Other Benefits Historically, perquisites and other benefits have represented a small part of the overall compensation package and generally are offered only after consideration of business need. The Compensation Committee annually reviews the perquisites and other personal benefits that are provided to senior management. The primary perquisites include cell phone stipends, club memberships, and certain relocation and moving expenses. In some cases, the Company, rather than (or in addition to) administering separate perquisite programs for particular officers, will provide a cash stipend to an executive officer to cover the approximate costs of such items. The stipends are taxable income to the officers who receive them and are generally uniform in amount for officers with similar duties and responsibilities. In addition, the Company has purchased bank owned life insurance on the lives of certain of the named executive officers and has entered into split dollar life insurance agreements with each of the participating named executive officers that provide a defined, lump sum life insurance benefit upon the death of the officer to such officer’s designated beneficiary or estate. The Company also permits executive officers (and directors) to use Company aircraft for personal purposes, provided that those executives (and directors) reimburse the Company for the Company’s incremental cost of such use (with certain exceptions). All executive officers and directors who used the Company aircraft for personal purposes during 2023 reimbursed the Company for the Company’s incremental cost of such use. D. Post-Termination Compensation Deferred Compensation Arrangements. In 2023, the Company maintained certain non-qualified deferred compensation arrangements designed to provide supplemental retirement pay from the Company to certain of the executive officers. Five of the named executive officers had such agreements with the Company during 2023. The Deferred Compensation Agreements for Messrs. Makris, Jr., Brogdon, Fehlman, Makris III, and Reddin are non-qualified defined benefit type plans (although Mr. Reddin’s plan was forfeited upon his separation from service from the Company). The Company bears the entire cost of benefits under these plans. The Company provides these retirement benefits in order to attract and retain executives. The amounts payable to the participants under these plans are determined by each plan’s benefit formula, which is described in the section of this proxy statement titled “Pension Benefits Table.” In January 2024, the Company entered into a deferred compensation arrangement with Mr. Hobbs that is consistent with the arrangements discussed in this paragraph. Additionally, in 2017, the Company adopted the Simmons First National Corporation Deferred Compensation Plan (“NQDC Plan”). The NQDC Plan is as a non-qualified deferred compensation plan in the form of an excess contribution plan primarily open to executive officers and other highly compensated individuals whose compensation exceeds the annual tax code limit on compensation that can be taken into account for purposes of contributions to the Company’s 401(k) Plan. Under the NQDC Plan, participants may make contributions of up to 90% of Plan Compensation on a nonqualified basis. The Company’s matching contribution under the plan is limited to 4% of Excess Compensation, provided the executive officer has elected a deferral rate on Excess Compensation of at least 5% for the year. “Plan Compensation” includes base salary, bonus, commissions and cash incentive pay; and “Excess Compensation” is the amount of Plan Compensation that exceeds the compensation limits under the federal tax laws applicable to qualified retirement plans. Additionally, for 2023, the Compensation Committee approved a discretionary contribution of 1.32% of participating associates’ eligible compensation into the NQDC Plan based upon the Company’s performance, which is expected to be made in the first quarter of 2024. The NQDC Plan provides for discretionary non-elective Company contributions to the accounts of the participants, as well. Benefits under the NQDC Plan are fully vested at all times and are payable only upon separation from service according to the 409A compliant distribution election made by the executive officer upon election to participate in the plan.

  29. Performance Table for 2021 PSUs

    Change in Control Agreements. The Company has entered into Change in Control Agreements (“CIC Agreements”) with certain members of senior management of the Company and its subsidiaries, including each of the named executive officers (although Mr. Reddin’s CIC Agreement was terminated in connection with his separation from service in July 2023, and Mr. Hobbs’s CIC Agreement was executed in January 2024). The Company entered into the CIC Agreements because the banking industry has been consolidating for a number of years, and it does not want its executives distracted by a rumored or actual change in control. Further, if a change in control should occur, the Company wants its executives to be focused on the business of the organization and the interests of shareholders. In addition, it is important that the executives can react neutrally to a potential change in control and not be influenced by personal financial concerns. The Company believes the CIC Agreements are consistent with market practice and assist the Company in retaining its executive talent. The level of benefits for the named executive officers ranges from two to three times certain elements of their compensation which the Compensation Committee believes is competitive with the banking industry as a whole and specifically with the designated peer group. Upon a change in control, followed by a termination of the executive’s employment by the Company without “Cause” or by the executive after a “Trigger Event” within a specified time, the CIC Agreements require the Company to pay or provide the following to the executive: • a lump sum payment equal to two or three times the sum of the executive’s base salary (the highest amount in effect anytime during the twelve months preceding the executive’s termination date) and the executive’s incentive compensation (calculated as the higher of the target CIP for the year of termination or the average of the executive’s last two years of actual CIP awards); and • only in the case of Mr. Fehlman, up to three years of additional coverage under the Company’s health, dental, life and long-term disability plans, as well as a payment to reimburse the executive for any excise taxes on severance benefits that are considered excess parachute payments under Sections 280G and 4999 of the Internal Revenue Code, as amended (the “Code”) plus income and employment taxes on such tax gross up as well as interest and penalties imposed by the IRS. In addition, upon a change in control, all outstanding stock options vest immediately and all restrictions on restricted stock lapse. Restricted stock units vest if the employee is terminated within one year of the change in control. In the case of PSUs, if the change in control occurs after the first nine months of the applicable performance period then the PSU will vest and be payable at the target benefit level, with the remaining portion of the PSU terminated. Also, any CIP benefits become payable at the target benefit level and are pro-rated for the period elapsed. Further, upon a change in control, the requirement under the deferred compensation agreements for Messrs. Makris, Jr., Brogdon, Fehlman, Makris III, Hobbs, and Reddin (while Mr. Reddin’s agreement was in effect) that the participant remain employed until retirement age (age 60 for Messrs. Fehlman, Brogdon, Makris III, Hobbs, and Reddin, and age 65 for Mr. Makris, Jr.) is void, and the benefit is immediately vested. The Company believes that CIC Agreements should encourage retention of the executives during the negotiation and following a change in control transaction, compensate executives who are displaced by a change in control and not serve as an incentive to increase an executive’s personal wealth. Therefore, the CIC Agreements require that there be both a change in control and an involuntary termination without “Cause” or a voluntary termination within six months after a “Trigger Event” which is often referred to as a “double-trigger.” The double-trigger ensures that the Company will become obligated to make payments under the CIC Agreements only if the executive is actually or constructively discharged as a result of the change in control. After a prior review of the existing CIC Agreements, the Company adopted a policy not to approve any new CIC Agreements containing a single trigger or a tax gross-up feature or any amendments to existing CIC Agreements to implement a single trigger or tax gross-up feature. The Compensation Committee reviews the change in control arrangements annually and makes adjustments from time to time to ensure that they are consistent with its compensation philosophies, current market practices, and assigned duties and responsibilities.

  30. Other Payments and Awards

    Other Payments and Awards During 2023, the Company issued a severance payment in the amount of $1,000,000 to Matthew S. Reddin in connection with his termination without cause and in exchange for a customary, general waiver and release of claims, as well as post-employment covenants with respect to confidential information, non-competition, and non-solicitation of certain customers and employees. To incent Mr. Hobbs to join the Company, in December 2023, the Company issued Mr. Hobbs an award of 21,000 RSUs (having a grant-date fair value of $356,580), which will vest on a pro-rata basis over five years. Additionally, in connection with the promotions of Mr. Fehlman to chief executive officer and Mr. Brogdon to president and chief financial officer that became effective on January 1, 2023, the Company issued Messrs. Fehlman and Brogdon 17,521 and 13,141 PSUs, respectively (and having grant-date fair values of $400,705 and $291,862, respectively) (collectively, the “Promotional PSUs”). The Promotional PSUs are structured in the same manner as those PSUs discussed in the section of this proxy statement captioned “2025 Performance Period Grant” above. Further, in connection with Mr. Rawls’ transition from chief credit officer to chief commercial banking officer that was effective during 2023, the Company issued Mr. Rawls 3,000 RSUs (having a grant-date fair value of $51,060), of which 25% vest on the first anniversary of the grant, 25% vest on the second anniversary of the grant, and 50% vest on the third anniversary of the grant.

  31. Other Guidelines and Procedures Affecting Executive Compensation

    Other Guidelines and Procedures Affecting Executive Compensation Stock-Based Compensation Procedures Regarding Compensation Committee and Board Approval. The Compensation Committee approves all grants of stock-based compensation, except that any proposed stock-based compensation to the CEO or the Executive Chairman is originated and recommended by the Compensation Committee and then submitted to the Board for approval. Grants to the CEO or the Executive Chairman may or may not occur simultaneously with grants to other executives. Prospective grants of stock-based compensation to other executives are proposed to the Compensation Committee by the CEO and/or the Executive Chairman. The Committee considers, modifies, if necessary, and acts upon the proposed grants. Stock-Based Compensation Procedures Regarding Timing and Pricing of Awards. The Company’s policy is to make grants of stock options only at current market prices. Historically, the exercise price of stock options was set at the closing stock price on the day prior to the date of grant. Options granted under the 2023 Plan (if any) will have the exercise price set at the closing stock price on the date of the grant. The Company does not grant “in-the-money” options or options with exercise prices below market value at the time of the grant. The Company’s general policy is to consider equity grants at scheduled meetings of the Compensation Committee, and such grants are either effective on the approval date or a specified future date. For performance-based grants, based upon the Company’s results for the prior year, the Committee has typically approved such grants in January or February pursuant to authority delegated to it by the Board. The Company may make grants at other times throughout the year, upon due approval of the Compensation Committee or the Board, in connection with grants to the CEO, the Executive Chairman, or to other executives in non-routine situations, such as the hiring, promotion or retention of an executive officer or in connection with an acquisition transaction. The Company schedules grants of equity awards at generally consistent times throughout the year. The Company does not time or plan the release of material, non-public information for the purpose of affecting the value of executive compensation. Role of Executive Officers in Determining Executive Compensation. The Compensation Committee oversees the administration of executive compensation plans, including the design, performance measures and award opportunities for the executive incentive programs, and certain employee benefits, subject to final action by the Board in certain cases. The Board, upon approval and recommendation from the Compensation Committee, determines and approves all compensation and awards to the CEO and the Executive Chairman. The Compensation Committee determines and approves all compensation and awards to the other executive officers. The Committee reviews the performance and compensation of the CEO and the Executive Chairman. The CEO, the Executive Chairman, and/or the President, with the assistance of the associates in the Company’s Human Resources Department, review the performance and compensation of the other executive officers, including the other named executive officers, and provide their perspectives and report any significant issues or deficiencies to the Committee. The Human Resources Department regularly reviews the unified compensation classification program of the Company which sets the compensation of all employees of the Company and its affiliates. The Company’s executive compensation decisions are based in part on peer data provided by the compensation consultant. Executive officers generally do not otherwise determine or make recommendations on the amount or form of executive compensation. Adjustments to Incentive Compensation as a Result of Financial Inaccuracies. The Board has adopted 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). The Company’s cash and equity incentive plans, including the 2023 Plan, incorporate the compensation clawback policy into all awards under the plans. Share Ownership Guidelines. The Company encourages directors and executive officers to be shareholders. The Company believes that share ownership by directors and executives is a contributing factor to enhanced long-term corporate performance. Although the directors and named executive officers (other than Mr. Hobbs) already have an equity stake in the Company (as reflected in the beneficial ownership information contained in this Proxy Statement), the Company has adopted share ownership guidelines for directors and certain officers. Members of the Company’s board of directors are required to own shares of Common Stock with a value equal to at least three times the annual equity retainer paid to the director for service on the board, and directors are generally given five years to comply with the stock ownership requirement. Directors are not required to purchase shares to reach this guideline but are restricted (with limited exceptions) from liquidating shares received as equity-based compensation until the ownership guideline is satisfied. Officers designated as executive vice president or above are subject to minimum stock ownership requirements. The minimum stock ownership requirement for the Chief Executive Officer and the Executive Chairman is the number of shares and certain other equity instruments which, when valued in accordance with the stock ownership guidelines, equals five (5) times his or her base salary, while the requirement for all other covered officers is the number of shares and certain other equity instruments which, when valued in accordance with the stock ownership guidelines, equals three (3) times his or her base salary. Compliance will be tested annually based upon the officer’s salary as of January 1 of such year. Officers will be given five (5) years to comply with the stock ownership guidelines, after which time, if they are in noncompliance, they will be restricted (with limited exceptions) from liquidating certain shares received as equity-based compensation until the ownership guidelines are satisfied.

  32. Tax Considerations

    Tax Considerations The Company regularly analyzes the tax effects of various forms of compensation and the potential for excise taxes to be imposed on the executive officers which might have the effect of frustrating the Company’s compensation objectives. The following provisions of the Code have been considered. Section 162(m). Section 162(m) of the Code provides that compensation in excess of $1 million paid for any year to a corporation’s chief executive officer and the four other highest paid executive officers at the end of such year will not be deductible for federal income tax purposes. The Compensation Committee currently believes, however, that it is generally in the Company’s best interest for the Compensation Committee to retain flexibility to develop appropriate compensation programs and establish appropriate compensation levels. As a result, the Compensation Committee awards compensation that is not fully deductible under Section 162(m) when it believes it is in the best interest of the Company to do so, as it has done in recent years with respect to the named executive officers’ compensation. Sections 280G and 4999. The Company provides the named executive officers with change in control agreements as described in the section of this proxy statement titled “Changes in Control.” One of the change in control agreements provides for tax protection in the form of a gross-up payment to reimburse the executive for any excise tax under Code Section 4999 as well as any additional income and employment taxes resulting from such reimbursement. Code Section 4999 imposes a 20% non-deductible excise tax on the recipient of an “excess parachute payment” and Code Section 280G disallows the tax deduction to the payor of any amount of an excess parachute payment that is contingent on a change in control. A payment as a result of a change in control must exceed three times the executive’s base amount in order to be considered an excess parachute payment, and then the excise tax is imposed on the parachute payments that exceed the executive’s base amount. The intent of the tax gross-up is to provide a benefit without a tax penalty to the executive who is displaced in the event of a change in control. The Company believes the provision of tax protection for excess parachute payments for one of its executive officers is consistent with the historic market practice within the banking industry, is a valuable incentive in retaining executives and is consistent with the objectives of the Company’s overall executive compensation program (as previously discussed, though, the Company no longer provides for “gross-up” payments in new change in control agreements).

  33. SUMMARY OF COMPENSATION AND OTHER PAYMENTS TO THE NAMED EXECUTIVE OFFICERS

    SUMMARY OF COMPENSATION AND OTHER PAYMENTS TO THE NAMED EXECUTIVE OFFICERS Overview The following sections provide a summary of cash and certain other amounts paid for the year ended December 31, 2023, to the named executive officers. Except where noted, the information in the Summary Compensation Table generally pertains to compensation to the named executive officers for the year ended December 31, 2023. The compensation disclosed below is presented in accordance with SEC regulations. According to those regulations, the Company is required in some cases to include: • amounts paid in previous years; • amounts that may be paid in future years, including amounts that will be paid only upon the occurrence of certain events, such as a change in control of the Company or the satisfaction of certain performance requirements; • amounts paid to the named executive officers which might not be considered “compensation” (for example, distributions of deferred compensation earned in prior years, and at-market earnings, dividends or interest on such amounts); • an assumed value for share-based compensation equal to the fair value of the grant as presumed under accounting regulations, even though such value presumes the option will not be forfeited or exercised before the end of its 10-year life, and even though the actual realization of cash from the award depends on whether the stock price appreciates above its price on the date of grant, whether the executive will continue his employment with the Company and when the executive chooses to exercise the option; and • the increase in present value of future pension payments, even though such increase is not cash compensation paid this year and even though the actual pension benefits will depend upon a number of factors, including when the executive retires, his compensation at retirement and in some cases the number of years the executive lives following his retirement. Therefore, you are encouraged to read the following tables closely. The narratives preceding the tables and the footnotes accompanying each table are important parts of each table. Also, you are encouraged to read this section in conjunction with the discussion above at “Compensation Discussion and Analysis.” 2023 SUMMARY COMPENSATION TABLE The following table provides information concerning the compensation of the named executive officers for (as applicable) 2021, 2022, and 2023, the most recently completed fiscal year. The column “Salary” discloses the amount of base salary paid to the named executive officer for each year. The column “Bonus” discloses cash amounts paid to named executive officers as discretionary bonuses. In the columns “Stock Awards” and “Option Awards,” SEC regulations require the disclosure of the award of stock or options at the grant date fair value measured in dollars and calculated in accordance with Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“Topic 718”). For restricted stock and PSUs, the Topic 718 fair value per share is based on the closing price of the stock on the date of grant. For stock options, the Topic 718 fair value per share is based on certain assumptions which are explained in Note 15 to the Company’s financial statements which are included in the annual report on Form 10-K filed with the SEC on February 27, 2024. The amounts shown in the Summary Compensation Table include the fair value of the option grants, RSU grants and PSU grants in the year of grant, without regard to any deferred vesting. Please also refer to the second table in this Proxy Statement, “Grants of Plan-Based Awards”. RSAs may vest on a single date or may vest on multiple dates over an extended period after the date of grant. RSAs are conditioned on the participant’s continued employment with the Company and may also have additional restrictions, including performance conditions. Restricted stock allows the participant to vote and receive dividends prior to vesting. RSUs are a contingent right to receive shares of the Company’s stock upon satisfaction of certain vesting criteria. RSUs may vest on a single date or may vest on multiple dates over an extended period after the date of grant. RSUs are conditioned on the participant’s continued employment with the Company and may also have additional restrictions, including performance conditions. RSUs do not allow the participant to vote or receive dividends prior to vesting. While no dividends are paid on the shares underlying the RSUs, the RSU program may provide for a cash bonus after vesting in an amount equal to the dividends which would have been earned on the shares during the period from grant until issuance. PSUs represent the right to receive a share of stock upon the Company’s satisfaction of certain specified performance criteria. The performance period for the PSUs is generally three years but may be shorter. The PSUs typically vest after the end of the performance period following certification by the Compensation Committee at which time the shares earned under the PSU, if any, are paid to the participant. PSUs are conditioned on the participant’s continued employment with the Company and satisfaction of specified performance criteria but may have additional restrictions. PSUs do not allow the participant to vote the underlying shares. While no dividends are paid on the shares underlying the PSUs, the PSU program may provide for a cash bonus after vesting in an amount equal to the dividends which would have been earned on the shares during the performance period. The column “Non-Equity Incentive Plan Compensation” discloses the dollar value of all earnings for services performed during the fiscal year pursuant to awards under non-equity incentive plans, including the CIP (except as otherwise indicated). Whether an award is included with respect to any particular fiscal year depends on whether the relevant performance measure was satisfied during the fiscal year. For example, the CIP awards are annual awards and the payments under those awards are made based upon the achievement of financial results measured as of December 31 of each fiscal year; accordingly, the amount reported for CIP corresponds to the fiscal year for which the award was earned even though such payment was made after the end of such fiscal year. The column “Change in Pension Value and Nonqualified Deferred Compensation Earnings,” discloses the sum of the dollar value of (1) the aggregate change in the actuarial present value of the named executive officer’s accumulated benefit under all defined benefit and actuarial pension plans (including supplemental plans) in effect during the indicated years; and (2) any above-market or preferential earnings on nonqualified deferred compensation, including on nonqualified defined contribution plans. The annual increase in the present value of the benefits for the named executive officers under their deferred compensation plans is disclosed in this column. The column “All Other Compensation” discloses the sum of the dollar value of: • perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000; • all “gross-ups” or other amounts reimbursed during the fiscal year for the payment of taxes, if any; • amounts paid or which became due related to termination, severance or a change in control, if any; • the contributions to vested and unvested defined contribution plans; • any life insurance premiums paid during the year for the benefit of a named executive officer; and • any dividends paid on unvested shares of restricted stock.

  34. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE

  35. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus[a] ($) | Stock Awards ($)[b] | Option Awards ($)[b] | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)[c] | Total ($) | | Robert A. Fehlman, CEO[d] | 2023 | $750,000 | $268,004 | $1,414,990 | $0 | $0 | $393,300 | $95,114 | $2,921,407 | | | 2022 | $558,250 | $11,490 | $555,482 | $0 | $509,851 | $612,705 | $108,075 | $2,355,853 | | | 2021 | $550,000 | $31,005 | $1,049,672 | $0 | $701,250 | $611,382 | $89,953 | $3,033,262 | | James M. Brogdon, President[d] | 2023 | $550,000 | $194,640 | $933,953 | $0 | $0 | $64,393 | $73,755 | $1,816,740 | | | 2022 | $465,000 | $20,000 | $349,307 | $0 | $320,625 | $96,940 | $76,010 | $1,327,882 | | | 2021 | $311,950 | $50,000 | $820,148 | $0 | $298,010 | $43,493 | $29,339 | $1,552,940 | | C. Daniel Hobbs EVP & CFO[d] | 2023 | $37,784 | $225,000 | $356,580 | $0 | $0 | $0 | $1,000 | $620,364 | | George A. Makris, Jr., Executive Chairman & Chairman of the Board[d] | 2023 | $1,000,000 | $13,591 | $2,003,549 | $0 | $0 | $70,298 | $115,518 | $3,202,955 | | | 2022 | $887,618 | $40,211 | $1,501,896 | $0 | $810,661 | $351,828 | $146,361 | $3,738,575 | | | 2021 | $861,751 | $93,155 | $3,050,403 | $0 | $1,114,988 | $519,227 | $133,189 | $5,772,713 | | George A. Makris III EVP, General Counsel, & Secretary | 2023 | $370,001 | $66,319 | $216,014 | $0 | $0 | $47,393 | $55,759 | $755,486 | | Stephen C. Massanelli, SEVP, Chief Administrative Officer | 2023 | $362,000 | $65,419 | $211,306 | $0 | $0 | $0 | $48,451 | $687,175 | | | 2022 | $345,100 | $20,517 | $206,063 | $0 | $157,591 | $0 | $57,305 | $786,576 | | | 2021 | $335,001 | $19,019 | $435,638 | $0 | $216,750 | $0 | $55,217 | $1,061,625 | | Matthew S. Reddin, EVP, Chief Banking Officer[e] | 2023 | $217,813 | $0 | $248,086 | $0 | $0 | $0[e] | $1,027,592 | $1,493,491 | | | 2022 | $406,000 | $21,685 | $242,394 | $0 | $292,932 | $176,792 | $46,692 | $1,186,495 | | | 2021 | $400,000 | $10,588 | $472,863 | $0 | $373,500 | $190,394 | $50,068 | $1,497,413 | | Chad D. Rawls, EVP, Chief Commercial Banking Officer[f] | 2023 | $335,000 | $55,762 | $197,735 | $0 | $60,300 | $0 | $45,255 | $694,052 |

  36. 2023 SUMMARY COMPENSATION TABLE

    [a] This category reflects the payment of a cash bonus in an amount equal to dividend equivalents on vested PSUs for 2023, 2022, and 2021, and other cash bonuses. For 2023, this category also reflects the CIP bonus awards (or, in the case of Mr. Rawls, the portion thereof) paid in the discretion of the Compensation Committee, as discussed under the caption “Compensation Discussion and Analysis.” For 2022, this category also reflects the cash bonus awarded to each of Messrs. Brogdon, Massanelli, and Reddin in connection with the successful completion of the Company’s acquisitions of Landmark Community Bank, Triumph Bancshares, Inc., and Spirit of Texas Bancshares, Inc., and in recognition of such exemplary leadership and service, as discussed in the Company’s 2023 proxy statement filed with the SEC on March 14, 2023. [b] The award of stock or options is disclosed at the grant date fair value measured in dollars and calculated in accordance with Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“Topic 718”). For RSUs and PSUs, the Topic 718 fair value per share is based on the closing price of the stock on the date of grant. For stock options, the Topic 718 fair value per share is based on certain assumptions which are explained in Note 15 to the Company’s financial statements which are included in the annual report on Form 10-K filed with the SEC on February 27, 2024. PSUs are shown using their target payout. Assuming the highest level of performance is achieved under the applicable performance conditions for PSUs, the maximum possible value of the 2023 total stock awards reported in the “Stock Awards” column for Messrs. Fehlman, Brogdon, Hobbs, Makris, Jr., Makris III, Massanelli, Reddin, and Rawls would be $2,322,837, $1,546,860, $356,580, $3,005,324, $324,022, $316,959, $372,129, and $271,072, respectively; the maximum possible value of the 2022 total stock awards reported in the “Stock Awards” column for Messrs. Fehlman, Brogdon, Makris, Jr., Massanelli, and Reddin would be $833,223, $523,960, $2,252,844, $309,095 and $363,591, respectively; and the maximum possible value of the 2021 total stock awards reported in the “Stock Awards” column for Messrs. Fehlman, Brogdon, Makris, Jr., Massanelli, and Reddin would be $1,332,948, $939,822, $3,787,458, $540,716, and $596,476, respectively. Note that, for 2021, the “Stock Awards” column also includes the incremental fair values associated with the May 2021 adjustments to the 2019 PSUs and 2020 PSUs awarded to Messrs. Fehlman, Makris, Jr., Massanelli, and Reddin. For Messrs. Fehlman, Makris, Jr., Massanelli, and Reddin, these values were $483,119, $1,576,291, $225,485, and $225,636, respectively, calculated in accordance with Topic 718. [c] This category includes the following items, perquisites and other benefits for 2023:

  37. 2023 SUMMARY COMPENSATION TABLE

    | | 401(k) Plan | Stipend and Club Dues | NQDC Plan | Insurance Premiums | Payment Upon Employment Termination | Total Other Compensation | | Mr. Fehlman | $17,556 | $12,000 | $50,859 | $14,699 | — | $95,114 | | Mr. Brogdon | $17,556 | $12,000 | $29,500 | $14,699 | — | $73,755 | | Mr. Hobbs | $0 | $1,000 | $0 | $0 | — | $1,000 | | Mr. Makris, Jr. | $17,556 | $12,000 | $75,385 | $10,577 | — | $115,518 | | Mr. Makris, III | $17,556 | $12,000 | $11,351 | $14,852 | — | $55,759 | | Mr. Massanelli | $17,556 | $12,000 | $11,111 | $7,784 | — | $48,451 | | Mr. Reddin | $13,200 | $6,200 | $0 | $8,192 | $1,000,000 | $1,027,592 | | Mr. Rawls | $17,556 | $13,000 | $0 | $14,699 | — | $45,255 |

  38. 2023 SUMMARY COMPENSATION TABLE

    [d] Effective January 1, 2023, Mr. Makris, Jr. was appointed Executive Chairman and Chairman of the Board, Mr. Fehlman was appointed Chief Executive Officer, and Mr. Brogdon was appointed President and Chief Financial Officer. Effective December 4, 2023, Mr. Brogdon was appointed President, and Mr. Hobbs was appointed Executive Vice President and Chief Financial Officer. [e] Mr. Reddin’s employment ended effective July 5, 2023 (as reported by the Company in its Current Report on Form 8-K filed with the SEC on July 7, 2023). For 2023, Mr. Reddin’s “change in pension value” was $(676,641). [f] Mr. Rawls served as an executive officer in his role as Executive Vice President and Chief Credit Officer from March 2022 through July 2023. Effective July 2023, Mr. Rawls serves as Executive Vice President and Chief Commercial Banking Officer and is no longer an executive officer. 2023 GRANTS OF PLAN-BASED AWARDS This table discloses information concerning each grant of an award made to a named executive officer in 2023. This includes CIP awards, and restricted stock unit awards and performance share unit awards under the Company’s equity incentive plans, which are discussed in greater detail under the caption “Compensation Discussion and Analysis.” The Threshold, Target and Maximum columns reflect the range of possible payouts under the CIP. In years when granted, in the 6th and 7th columns, the number of shares of Common Stock underlying options granted in the fiscal year and corresponding per-share exercise prices are reported. In all cases, the exercise price was equal to the closing market price of the Common Stock on the date of grant. Finally, in the 8th column, the aggregate value computed under Topic 718 for all stock and option awards made in 2023 is reported.

  39. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS

  40. 2023 GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards[a] | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Under- lying Option (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Robert A. Fehlman | | | | | | | | | | | | | CIP | 01-20-23 | $375,000 | $750,000 | $1,500,000 | | | | | | | | | Equity Plan | 01-20-23 | | | | 11,088 | 22,175 | 44,350 | | | | $507,142 | | Equity Plan | 01-20-23 | | | | 8,761 | 17,521 | 35,042 | | | | $400,705 | | Equity Plan | 01-20-23 | | | | | | | 22,175[b] | | | $507,142 | | James M. Brogdon | | | | | | | | | | | | | CIP | 01-19-23 | $275,000 | $550,000 | $1,100,000 | | | | | | | | | Equity Plan | 01-19-23 | | | | 7,228 | 14,455 | 28,910 | | | | $321,046 | | Equity Plan | 01-19-23 | | | | 6,571 | 13,141 | 26,282 | | | | $291,862 | | Equity Plan | 01-19-23 | | | | | | | 14,455[c] | | | $321,046 | | C. Daniel Hobbs | | | | | | | | | | | | | Equity Plan | 12-04-23 | | | | | | | 21,000[d] | | | $356,580 | | George A. Makris, Jr. | | | | | | | | | | | | | Equity Plan | 01-20-23 | | | | 21,902 | 43,803 | 87,606 | | | | $1,001,775 | | Equity Plan | 01-20-23 | | | | | | | 43,803[b] | | | $1,001,775 | | George A. Makris, III | | | | | | | | | | | | | CIP | 01-19-23 | $92,500 | $185,000 | $370,000 | | | | | | | | | Equity Plan | 01-19-23 | | | | 2,432 | 4,863 | 9,726 | | | | $108,007 | | Equity Plan | 01-19-23 | | | | | | | 4,863[c] | | | $108,007 | | Stephen C. Massanelli | | | | | | | | | | | | | CIP | 01-19-23 | $90,500 | $181,000 | $362,000 | | | | | | | | | Equity Plan | 01-19-23 | | | | 2,379 | 4,757 | 9,514 | | | | $105,653 | | Equity Plan | 01-19-23 | | | | | | | 4,757[c] | | | $105,653 | | Matthew S. Reddin[e] | | | | | | | | | | | | | Equity Plan | 01-19-23 | | | | 2,793 | 5,585 | 11,170 | | | | $124,043 | | Equity Plan | 01-19-23 | | | | | | | 5,585[c] | | | $124,043 | | Chad D. Rawls | | | | | | | | | | | | | CIP | 01-19-23 | $75,375 | $150,750 | $301,500 | | | | | | | | | Equity Plan | 01-19-23 | | | | 1,651 | 3,302 | 6,604 | | | | $73,337 | | Equity Plan | 01-19-23 | | | | | | | 3,302[c] | | | $73,337 | | Equity Plan | 12-05-23 | | | | | | | 3,000[f] | | | $51,060 |

  41. 2023 GRANTS OF PLAN-BASED AWARDS

    [a] This is a PSU award under the 2015 Plan. The performance metrics applicable to this grant are average tangible book value per share (as compared to each of the banks in the Company’s compensation peer group), and total shareholder return (as compared against other banks in the KBW Regional Banking Index), each during the three-year performance period (2023-2025) on a relative basis. The shares earned, if any, will be issued promptly after the Compensation Committee certifies the performance results achieved. [b] This RSU award was made under the 2015 Plan and vests in three substantially equal annual installments on January 20, 2024, 2025, and 2026. [c] This RSU award was made under the 2015 Plan and vests in three substantially equal annual installments on January 19, 2024, 2025, and 2026. [d] This RSU award was made under the 2023 Plan vests in five substantially equal annual installments on December 4, 2024, 2025, 2026, 2027 and 2028. [e] Mr. Reddin’s RSU and PSU awards were cancelled on July 5, 2023, the date his employment with the Company ended. [f] This RSU award was made under the 2023 Plan and vests in three annual installments of 750, 750, and 1,500 shares on December 5, 2024, 2025, and 2026, respectively. OPTION EXERCISES AND STOCK VESTED IN 2023 The following table provides information concerning exercises of stock options, stock appreciation rights and similar instruments and vesting of stock, including restricted stock and similar instruments, which were granted in prior years but were exercised or vested during 2023 for each of the named executive officers on an aggregated basis. The table reports the number of securities for which options were exercised; the aggregate dollar value realized upon exercise of options; the number of shares of stock or units that vested; and the aggregate dollar value realized upon vesting of stock or units.

  42. 2023 OPTION EXERCISES AND STOCK VESTED

    2023 OPTION EXERCISES AND STOCK VESTED

  43. 2023 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise[a] ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting[b] ($) | | Robert A. Fehlman | 0 | $0 | 14,705 | $313,024 | | James M. Brogdon | 0 | $0 | 7,444 | $140,278 | | C. Daniel Hobbs | 0 | $0 | — | — | | George A. Makris, Jr. | 0 | $0 | 46,103 | $990,193 | | George A. Makris, III | 0 | $0 | 4,773 | $100,878 | | Stephen C. Massanelli | 0 | $0 | 6,338 | $134,486 | | Matthew S. Reddin | 0 | $0 | 7,593 | $161,262 | | Chad D. Rawls | 0 | $0 | 2,857 | $63,929 |

  44. 2023 OPTION EXERCISES AND STOCK VESTED

    ________________________ [a] The Value Realized on Exercise is computed using the difference between the closing market price upon the date of exercise and the option price. [b] The Value Realized on Vesting is computed using the closing market price upon the date of vesting. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023 The following table provides information concerning unexercised options and restricted stock (including RSUs and PSUs) that has not vested for each named executive officer outstanding as of the end of 2023. Each outstanding award is represented by a separate row which indicates the number of securities underlying the award, including awards that have been transferred other than for value (if any). For option awards, the table discloses the exercise price and the expiration date. For stock awards, the table provides the total number of shares of stock that have not vested and the aggregate market value of shares of stock that have not vested. The market value of stock awards was computed by multiplying the closing market price of the Company’s stock as of December 29, 2023 (which was the last business day of the year), $19.84, by the number of shares.

  45. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

  46. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | 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 or Units That Nave Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units That Have Not Vested ($) | | Robert A. Fehlman | 8,680 | 0 | $20.29 | 12-31-24 | | | | | | | 15,270 | 0 | $22.20 | 03-25-25 | | | | | | | 42,410 | 0 | $22.75 | 08-09-25 | | | | | | | 9,810 | 0 | $23.51 | 01-19-26 | | | | | | | | | | | 3,322[a] | $65,908 | | | | | | | | | 6,585[b] | $130,646 | | | | | | | | | 22,175[c] | $439,952 | | | | | | | | | 2,252[d] | $44,680 | | | | | | | | | | | 19,754[e] | $391,919 | | | | | | | | | 44,350[f] | $879,904 | | | | | | | | | 35,042[f] | $695,233 | | James M. Brogdon | | | | | 12,000[g] | $238,080 | | | | | | | | | 1,374[h] | $27,260 | | | | | | | | | 4,141[i] | $82,157 | | | | | | | | | 14,455[j] | $286,787 | | | | | | | | | 931[d] | $18,471 | | | | | | | | | | | 12,422[e] | $246,452 | | | | | | | | | 28,910[f] | $573,574 | | | | | | | | | 26,282[f] | $521,435 | | C. Daniel Hobbs | | | | | 21,000[k] | $416,640 | | | | George A. Makris, Jr. | 21,420 | 0 | $20.29 | 12-31-24 | | | | | | | 25,440 | 0 | $22.20 | 03-25-25 | | | | | | | 104,580 | 0 | $22.75 | 08-09-25 | | | | | | | 27,290 | 0 | $23.51 | 01-19-26 | | | | | | | | | | | 8,716[l] | $172,925 | | | | | | | | | 18,152[m] | $360,136 | | | | | | | | | 43,803[n] | $869,052 | | | | | | | | | 5,911[d] | $117,274 | | | | | | | | | | | 54,456[e] | $1,080,407 | | | | | | | | | 87,606[f] | $1,738,103 | | George A. Makris, III | | | | | 1,013[a] | $20,098 | | | | | | | | | 2,420[o] | $48,013 | | | | | | | | | 4,863[p] | $96,482 | | | | | | | | | 687[d] | $13,630 | | | | | | | | | | | 7,260[e] | $144,038 | | | | | | | | | 9,726[f] | $192,964 |

  47. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | 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 or Units That Nave Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units That Have Not Vested ($) | | Stephen C. Massanelli | 5,000 | 0 | $20.29 | 12-31-24 | | | | | | | 24,420 | 0 | $22.75 | 08-09-25 | | | | | | | 5,050 | 0 | $23.51 | 01-19-26 | | | | | | | | | | | 1,232[a] | $24,443 | | | | | | | | | 2,443[q] | $48,469 | | | | | | | | | 4,757[r] | $94,379 | | | | | | | | | 835[d] | $16,566 | | | | | | | | | | | 7,328[e] | $145,388 | | | | | | | | | 9,514[f] | $188,758 | | Matthew S. Reddin[s] | | | | | | | | | | Chad D. Rawls | | | | | | | | | | | | | | | 642[h] | $12,737 | | | | | | | | | 1,372[t] | $27,220 | | | | | | | | | 3,302[u] | $65,512 | | | | | | | | | 3,000[v] | $59,520 | | | | | | | | | 436[d] | $8,650 | | | | | | | | | | | 4,116[e] | $81,661 | | | | | | | | | 6,604[f] | $131,023 |

  48. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    [a] These RSUs vest on April 21, 2024. [b] These RSUs vest in two installments of 3,292 shares and 3,293 shares on February 23, 2024 and 2025, respectively. [c] These RSUs vest in three installments (7,392, 7,392, and 7,391 shares) on January 20 in years 2024-2026. [d] These PSUs were issued under the 2015 Plan with a performance period ending on December 31, 2023. The actual number of shares which were earned under the award based on achievement of performance goals (which achievement was certified in March 2024) is shown in the table. [e] These PSUs were issued under the 2015 Plan with a performance period ending on December 31, 2024. The maximum number of shares which may vest under the award is shown in the table. [f] These PSUs were issued under the 2015 Plan with a performance period ending on December 31, 2025. The maximum number of shares which may vest under the award is shown in the table. [g] These RSUs vest in three installments (each of 4,000 shares) on April 26 in years 2024-2026. [h] These RSUs vest on February 24, 2024. [i] These RSUs vest in two installments (2,070 shares and 2,071 shares) on February 23 in years 2024-2025, respectively. [j] These RSUs vest in three installments (4,818 shares, 4,818 shares, and 4,819 shares) on January 19 in years 2024-2026, respectively. [k] These RSUs vest in five installments (each of 4,200 shares) on December 4 in years 2024-2028. [l] These RSUs vest on April 22, 2024. [m] These RSUs vest in two installments (each of 9,076 shares) on February 24 in years 2024-2025. [n] These RSUs vest in three installments (each of 14,601 shares) on January 19 in years 2024-2026. [o] These RSUs vest in two installments (each of 1,210 shares) on February 23 in years 2024-2025. [p] These RSUs vest in three installments (each of 1,621 shares) on January 19 in years 2024-2026. [q] These RSUs vest in two installments (1,221 shares and 1,222 shares) on February 23 in years 2024-2025, respectively. [r] These RSUs vest in three installments (1,585 shares, 1,586 shares, and 1,586 shares) on January 19 in years 2024-2026, respectively. [s] Mr. Reddin’s RSUs and PSUs were cancelled on July 5, 2023, the date his employment ended. [t] These RSUs vest in two installments (each of 686 shares) on February 23 in years 2024-2025. [u] These RSUs vest in three installments (1,100 shares, 1,101 shares, and 1,101 shares) on January 19 in years 2024-2026, respectively. [v] These RSUs vest in three installments (750 shares, 750 shares, and 1,500 shares) on December 5 in years 2024-2026, respectively. 2023 PENSION BENEFITS TABLE The following table provides information with respect to certain agreements that provide for payments or other benefits at, following or in connection with retirement. This includes tax-qualified defined benefit plans and supplemental executive defined benefit retirement plans but does not include defined contribution plans (whether tax qualified or not). During 2023, the Company provided supplemental executive defined benefit retirement agreements for George A. Makris, Jr., James M. Brogdon, Robert A. Fehlman, George A. Makris III, and Matthew S. Reddin. The Present Value of the Accumulated Benefit reflects the actuarial present value of the named executive officer’s accumulated benefit under the agreements, computed as of December 31, 2023. In making such calculations, for all participating named executive officers except Mr. Reddin, it was assumed that the retirement age will be the normal retirement age as defined in the agreement or if not so defined, the earliest time at which a participant may retire under the plan without any benefit reduction due to age. Because Mr. Reddin separated from service in July 2023 without meeting the qualifications necessary to receive a benefit under his plan, the present value of his accumulated benefit is listed as $0.

  49. 2023 PENSION BENEFITS

    2023 PENSION BENEFITS

  50. 2023 PENSION BENEFITS

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of the Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | George A. Makris, Jr. | Makris, Jr. Plan | [a] | $3,019,107 | $0 | | James M. Brogdon | Brogdon Plan | [a] | $204,826 | $0 | | Robert A. Fehlman | Fehlman Plan | [a] | $3,243,899 | $0 | | George A. Makris III | Makris III Plan | [a] | $136,480 | $0 | | Matthew S. Reddin | Reddin Plan | [a] | $0 | $0 |

  51. 2023 PENSION BENEFITS

    ________________________ [a] The benefits under the Makris, Jr. Plan, Brogdon Plan, Fehlman Plan, Makris III Plan, and Reddin Plan are not dependent upon the credited years of service. Except for disability, death or a change in control, continuous service until the normal retirement at age (60) under the Brogdon Plan, Fehlman Plan, Makris III Plan, and Reddin Plan, and age (65) under the Makris, Jr. Plan, is required. NONQUALIFIED DEFERRED COMPENSATION The Company maintains the Simmons First National Corporation Nonqualified Deferred Compensation Plan (“NQDC Plan”), as a non-qualified deferred compensation plan. The NQDC Plan is an excess contribution plan primarily open to executive officers and other highly compensated individuals whose compensation exceeds the annual tax code limit on compensation that can be taken into account for purposes of contributions to the Company’s 401(k) Plan. Under the NQDC Plan, participants may make contributions of up to 90 percent of Plan Compensation on a nonqualified basis. The Company’s matching contribution under the plan is limited to four percent (4%) of Excess Compensation, provided the Executive Officer has elected a deferral rate on Excess Compensation of at least five percent (5%) for the year. “Plan Compensation” includes base salary, bonus, commissions and cash incentive pay; and “Excess Compensation” is the amount of Plan Compensation that exceeds the compensation limits under the federal tax laws applicable to qualified retirement plans. The NQDC Plan provides for discretionary non-elective Company contributions to the accounts of the participants at the discretion of the Company. For 2023, the Company made a discretionary contribution at a formula rate of 1.32% of 2023 Plan Compensation reduced by the amount of the discretionary contribution to the 401(k) Plan based upon the same formula rate. The Company matching and discretionary contributions were credited to the accounts in the first quarter of 2024 but are reflected in the “Aggregate Balance at December 31, 2023” column in the table below. See footnote [d] to the table below. The assets of the NQDC Plan are held in an irrevocable trust. The participants are allowed to self-direct the investment of their account among the same investment options offered under the Simmons First National Corporation 401(k) Plan. The earnings on the investments in the NQDC Plan do not constitute above-market or preferential earnings which would require us to report earnings in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table. Benefits under the NQDC Plan are fully vested at all times and are payable upon separation from service or at a selected future date (or dates) according to the 409A compliant annual distribution election made by the executive officer prior to the plan year. The following table sets forth the participant contributions, Company contributions and the aggregate earnings, withdrawals and balances during 2023 for the named executive officers under the NQDC Plan:

  52. 2023 NONQUALIFIED DEFERRED COMPENSATION

    2023 NONQUALIFIED DEFERRED COMPENSATION

  53. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in 2023[a] ($) | Company Contributions in 2023[b] ($) | Aggregate Earnings in 2023[c] ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2023[d] ($) | | George A. Makris, Jr. | $50,699 | $75,385 | $163,439 | $0 | $1,105,102 | | James M. Brogdon | $37,819 | $29,500 | $12,193 | $0 | $144,783 | | Robert A. Fehlman | $169,306 | $50,859 | $43,786 | $0 | $1,077,222 | | Matthew S. Reddin | $0 | $0 | $0 | $0 | $0 | | George A. Makris III | $22,437 | $11,351 | $1,777 | $0 | $35,566 | | Chad D. Rawls | $0 | $0 | $2,454 | $0 | $18,089 | | C. Daniel Hobbs | $0 | $0 | $0 | $0 | $0 | | Stephen C. Massanelli | $56,362 | $11,111 | $20,614 | $0 | $366,592 |

  54. 2023 NONQUALIFIED DEFERRED COMPENSATION

    ________________________ [a] The amounts reported are also reported under the “Salary,” “Bonus,” and “Non-Equity Incentive Plan Compensation” headings, as applicable, in the Summary Compensation Table. The “Bonus” portions of these amounts related to the 2023 CIP bonus awards represent contributions earned in the last completed fiscal year but not credited until the following fiscal year. [b] The amounts reported are also reported under the “All Other Compensation” heading in the Summary Compensation Table and represent contributions earned in the last completed fiscal year but not credited until the following fiscal year. [c] No portion of the amounts in this column constitutes above-market or preferential earnings; thus, no portion of such amounts are included in the Summary Compensation Table. [d] The amounts reported reflect the actual aggregate balances as of December 31, 2023, plus the amounts referenced in footnotes a and b above that were earned in the last completed fiscal year but credited in the following year. The following table identifies the amounts that have previously been reported as compensation in our Summary Compensation Table for prior years:

  55. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Amounts in “Aggregate Balance at December 31, 2023” Column Reported as Compensation in Summary Compensation Tables for Previous Years | | George A. Makris, Jr. | $759,290 | | James M. Brogdon | $66,053 | | Robert A. Fehlman | $845,127 | | Matthew S. Reddin | $0 | | George A. Makris III | $0 | | Chad D. Rawls | $5,849 | | C. Daniel Hobbs | $0 | | Stephen C. Massanelli | $290,405 |

  56. 2023 NONQUALIFIED DEFERRED COMPENSATION

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table summarizes the estimated payments to be made under each contract, agreement, plan or arrangement which provides for payments to a named executive officer at, following, or in connection with any termination of employment, including by resignation, retirement, or a constructive termination of a named executive officer, or a change in control or a change in the named executive officer’s responsibilities. However, in accordance with SEC regulations, no amounts to be provided to a named executive officer under any arrangement which does not discriminate in scope, terms, or operation in favor of the executive officers and which are available generally to all salaried employees are reported. For the purpose of the quantitative disclosure in the following table, and in accordance with SEC regulations, the termination is assumed to have taken place on the last business day of the Company’s most recently completed fiscal year, and the price per share of the Common Stock is the closing market price as of that date — $19.84. Cash Payments. None of the named executive officers presently has an employment agreement which guarantees him employment for any period of time. Therefore, any post-termination payments of salary or severance to any named executive officer would be provided only if offered under any Company broad-based severance plan in the event of a reduction in force or other termination by the Company without cause which is discretionary in nature or pursuant to a Change in Control Agreement (“CIC Agreement”). The Company has entered into CIC Agreements with certain executives of the Company and the subsidiary bank pursuant to which the Company would pay certain salary benefits. As of December 31, 2023, the Company had CIC Agreements with Messrs. Makris, Jr., Fehlman, Brogdon, Makris III, Rawls, and Massanelli (Mr. Hobbs did not enter into a CIC Agreement until January 2024). The Company would make such payments only if there is a change in control and if the Company terminates an executive without “Cause” within twenty-four months of a CIC or the executive resigns within six months after a “Trigger Event.” The Company will pay an amount up to three times, in the case of Mr. Makris, Jr., and two times for all other named executive officers, the sum of (1) highest annual base salary for the previous twelve months and (2) the greater of the projected target annual incentive to be paid under the CIP for the current year, or the average CIP bonus paid to the executive over the preceding two years. The termination compensation is payable in cash within 30 business days following the termination, unless the participant is a Specified Employee, as defined in Section 409A of the Code, in which case the termination compensation shall be payable on the first day of the seventh month after termination. The CIC Agreement for Mr. Fehlman will also provide the executive with continuing coverage under the Company’s medical, dental, life insurance, and long-term disability plans for three years following the change in control date. Additionally, if Mr. Fehlman is over 55 years of age, the CIC Agreement allows the executive, at his election, to continue medical, dental, and life insurance coverage after the initial three-year period, at the executive’s cost, if the executive is not then eligible to be covered by a similar program maintained by the current employer of the executive or the executive’s spouse. Finally, the CIC Agreement for Mr. Fehlman requires the Company to make a tax “gross-up” payment in the event any of the foregoing benefits subject the executive to the excise tax on excess parachute payments as determined under Sections 280G and 4999 of the Code (notably, the Company no longer provides for “gross-up” payments in new CIC agreements). Please also refer to the discussion of the CIC Agreements above at “Compensation Discussion and Analysis.” Accelerated Vesting of Incentives. The Company has provided and continues to provide equity and non-equity incentives to the named executive officers through the Company’s executive stock incentive plans, including the 2023 Plan and the 2015 Plan (provided that the Company now only provides new incentives through the 2023 Plan), and the CIP. Please also refer to the discussion of equity and non-equity incentives above at “Compensation Discussion and Analysis.” Equity Incentives — Stock Options. Unvested stock options vest upon the named executive officer’s death or disability or upon the officer’s involuntary termination of service within one year after a change in control. Further, unvested stock options vest upon the retirement of a named executive officer after age 65 or after age 62 with ten years of service. Upon any other termination, the executive forfeits his unvested stock options, unless the Compensation Committee takes specific action to vest some or all of the unvested options. The value of accelerated options was calculated by multiplying the number of shares times the difference between the closing price of the Common Stock on the last business day of 2023 and the exercise price of the options. Please refer to the discussions above at “Compensation Discussion and Analysis” for more information about stock options. Equity Incentives — Restricted Stock Units. Upon the retirement (after age 65 or after age 62 with ten years of service), death or disability of a named executive officer, the vesting of unvested RSUs is accelerated to the date of such event. Further, unvested RSUs will vest if, within one year after a change in control, the named executive officer is involuntarily terminated. Upon any other termination, the named executive officer forfeits his unvested RSUs, unless the Compensation Committee takes specific action to vest some or all of the unvested stock. Accordingly, the table below reflects the accelerated vesting of this stock upon retirement, death, or disability of the named executive officer or a change in control. Equity Incentives — Performance Share Units. Unvested PSUs vest upon the named executive officer’s death or disability. Upon a change in control, unvested PSUs vest if the change in control occurs after nine months have elapsed in the performance period, otherwise the unvested PSUs are terminated. Further, unvested PSUs vest pro rata based on the period of employment during the performance period upon the retirement of a named executive officer after age 65 or after age 62 with ten years of service. Upon any other termination, the executive forfeits his unvested PSUs, unless the Compensation Committee takes specific action to vest some or all of the unvested PSUs. Accordingly, the table below reflects the accelerated vesting of the PSUs upon the named executive officer’s retirement (if he or she has met the qualifying criteria), upon death or disability, or upon a change in control in compliance with the rules set forth above. An executive forfeits all undistributed PSUs upon the termination of the executive’s employment for all other reasons.

  57. 2023 NONQUALIFIED DEFERRED COMPENSATION

    Non-Equity Incentives — CIP. Upon a change in control, the CIP benefit will be accelerated and payable on a pro-rata basis based on the target level benefit. For purposes of the disclosure in the table below, SEC regulations require that such change in control be assumed to occur on the last day of the Company’s most recently completed fiscal year, which coincides with the last day of the performance period under CIP for 2023. As a result of such assumption, the table below reflects the acceleration of the full value of the target level benefit. However, in the case of retirement, death, or disability, the CIP benefit will not be accelerated but will be payable (in the case of retirement, on a pro-rata basis) based on the actual benefit level achieved. Therefore, these amounts would not be increased or enhanced as a result of the executive’s departure. The amounts earned under the CIP for 2023 are reported in the Summary Compensation Table. Retirement Arrangements — Makris, Jr. Plan, Brogdon Plan, Fehlman Plan, Makris III Plan, and Reddin Plan. Upon a change in control, the sole participant under each of the Makris, Jr. Plan, Brogdon Plan, Fehlman Plan, and Makris III Plan, Mr. Makris, Jr., Mr. Brogdon, Mr. Fehlman, and Mr. Makris III, respectively, will become fully vested in the benefits under such plans. Payment of the benefits would commence on the first day of the seventh calendar month following the executive’s termination of services to the Company. In the absence of a change in control, upon the death or disability of the participant or the executive’s retirement at or after age 60 for Mr. Brogdon, Mr. Fehlman, and Mr. Makris III, and age 65 for Mr. Makris, Jr., each participant’s benefits under the respective plans will become fully vested and will become payable commencing on the first day of the seventh month after such event. In the event of the termination of the participant’s employment under any other conditions prior to the executive’s attaining age 60 for Mr. Brogdon, Mr. Fehlman, and Mr. Makris III, and age 65 for Mr. Makris, Jr., all benefits under the respective plans are forfeited. For purposes of the disclosure in the table below, SEC regulations require that such change in control be assumed to occur on the last day of the most recently completed fiscal year. As a result of such assumption, each participant would become fully vested in the benefits under the executive’s plan. Because Mr. Reddin separated from service with the Company in July 2023 without meeting the qualifications necessary to receive a benefit, Mr. Reddin is no longer eligible to receive any benefit under the Reddin Plan. Miscellaneous Benefits. Under the CIC Agreements, which are discussed above at “Compensation Discussion and Analysis,” the Company is obligated to pay certain other benefits. This includes continuation of medical, dental, life, and long-term disability insurance coverage for three years from the date of the change in control and certain tax gross-up payments for Mr. Fehlman. The conditions to the Company’s obligations under the CIC Agreements are discussed above. Except for the benefits payable under the CIC Agreements, the Company has no obligation to continue any other perquisites after a named executive officer’s employment terminates. In addition, as described in the “Compensation Discussion and Analysis” section above, the Company has purchased bank owned life insurance that provides a defined, lump-sum death benefit for certain of the named executive officer’s designated beneficiary or estate.

  58. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | Executive Benefits and Payments upon Termination | Retirement | Involuntary Not for Cause Termination | Change in Control With and Without Trigger Event Termination | Death/Disability | | George A. Makris, Jr. | | | | | | Cash compensation programs | $0 | $0 | $5,888,475[a] | $0 | | Accelerated Vesting of Incentives[b] | $2,817,727 | $0 | $3,330,105 | $4,337,897 | | Retirement Plans[c] | $2,858,573 | $0 | $2,858,573 | $2,858,573 | | Other Benefits[d] | $0 | $0 | $0 | $2,547,000 | | James M. Brogdon | | | | | | Cash compensation programs | $0 | $0 | $2,200,000[e] | $0 | | Accelerated Vesting of Incentives[b] | $0 | $0 | $1,936,775 | $1,994,216 | | Retirement Plans[f] | $0 | $0 | $1,356,338 | $1,356,338 | | Other Benefits[d] | $0 | $0 | $0 | $890,000 | | Robert A. Fehlman | | | | | | Cash compensation programs | $0 | $0 | $3,000,000[e] | $0 | | Accelerated Vesting of Incentives[b] | $0 | $0 | $2,567,720 | $2,648,242 | | Retirement Plans[f] | $0 | $0 | $3,459,804 | $3,459,804 | | Other Benefits and Tax Gross-Up[d][g] | $0 | $0 | $1,754,688[h] | $1,650,000 | | George A. Makris III | | | | | | Cash compensation programs | $0 | $0 | $1,110,000[e] | $0 | | Accelerated Vesting of Incentives[b] | $0 | $0 | $578,388 | $515,225 | | Retirement Plans[f] | $0 | $0 | $1,277,859 | $1,277,859 | | Other Benefits[d] | $0 | $0 | $0 | $610,000 | | Stephen C. Massanelli | | | | | | Cash compensation programs | $0 | $0 | $1,098,342[e] | $0 | | Accelerated Vesting of Incentives[b] | $343,542 | $0 | $588,693 | $518,003 | | Retirement Plans | $0 | $0 | $0 | $0 | | Other Benefits[d] | $0 | $0 | $0 | $660,000 | | Chad D. Rawls | | | | | | Cash compensation programs | $0 | $0 | $971,500[e] | $0 | | Accelerated Vesting of Incentives[b] | $0 | $0 | $460,412 | $386,323 | | Retirement Plans | $0 | $0 | $0 | $0 | | Other Benefits[d] | $0 | $0 | $0 | $533,000 | | C. Daniel Hobbs | | | | | | Cash compensation programs | $0 | $0 | $0 | $0 | | Accelerated Vesting of Incentives[b] | $0 | $0 | $416,640 | $416,640 | | Retirement Plans | $0 | $0 | $0 | $0 | | Other Benefits | $0 | $0 | $0 | $0 | | Matthew S. Reddin[i] | | | | | | Cash compensation programs | | $0 | | | | Accelerated Vesting of Incentives | | $0 | | | | Retirement Plans | | $0 | | | | Other Benefits | | $1,000,000 | | |

  59. 2023 NONQUALIFIED DEFERRED COMPENSATION

    [a] Under the Change in Control Agreements (“CIC”) between certain named executive officers and the Company, upon the occurrence of a change in control and a qualifying termination, severance cash payments will consist of three times the sum of the following items: (1) the highest annual base salary for the previous twelve months and (2) the greater of the projected target annual incentive to be paid under the CIP for the current year, or the average CIP bonus paid to the executive over the prior two years. [b] The payment due the named executive officer due to certain termination triggers related to the Company’s equity compensation plans is made based on the specific terms and conditions associated with each plan and the respective award. These amounts are attributable to the vesting of unvested restricted stock (including, where appropriate, RSUs and PSUs) and stock options, as of December 31, 2023. In the case of a change in control, these amounts also include the acceleration of the full value of the target level benefit under the 2023 CIP award. In the case of retirement, RSUs and PSUs do not vest unless the named executive officer has attained either age 65 or age 62 with ten years of service. As of December 31, 2023, only Messrs. Makris, Jr. and Massanelli had met the qualifying retirement criteria for RSU and PSU retirement vesting. In the case of disability, PSUs with a performance period ending on December 31, 2023 are valued using the actual number of shares that vested, and PSUs with performance periods ending after December 31, 2023 are valued using the maximum number of shares which may vest. In the case of death, PSUs with a performance period ending on December 31, 2023 are valued using the actual number of shares that vested, and PSUs with performance periods ending after December 31, 2023 are valued using the maximum number of shares which may vest. In the case of retirement, PSUs with a performance period ending on December 31, 2023 are valued using the actual number of shares that vested, and PSUs with performance periods ending after December 31, 2023 are valued using the maximum number of shares which may vest and prorating the value based on a retirement date of December 31, 2023. [c] Because Mr. Makris, Jr. has attained age 65, he becomes fully vested in the benefit under the Makris, Jr. Plan upon his retirement, death, disability, or a change in control. The monthly benefit would commence on the seventh month after his termination of service. The information related to the Makris, Jr. Plan is also disclosed in the Pension Benefits Table. The value disclosed is the present value of Mr. Makris, Jr.’s benefit, fully vested as of December 31, 2023. [d] Had Messrs. Makris, Jr., Brogdon, Fehlman, Makris III, Massanelli, or Rawls died on December 31, 2023, the death benefits payable under the bank owned life insurance to their designated beneficiaries or estates would have been $2,547,000, $890,000, $1,650,000, $610,000, $660,000, and $533,000 respectively. [e] Under the Change in Control Agreements (“CIC”) between certain named executive officers and the Company, upon the occurrence of a change in control and a qualifying termination, severance cash payments will consist of two times the sum of the following items: (1) the highest annual base salary for the previous twelve months and (2) the greater of the projected target annual incentive to be paid under the CIP for the current year, or the average CIP bonus paid to the executive over the prior two years. [f] The named executive officer’s benefit under the Brogdon Plan, Fehlman Plan, or Makris III Plan (as applicable) does not vest until he attains age 60; however, he becomes fully vested upon his death, disability, or a change in control. The monthly benefit would commence on the seventh month after his termination of service. The information related to the Brogdon Plan, Fehlman Plan, and Makris III Plan is also disclosed in the Pension Benefits Table. The value disclosed is the present value of his benefit, fully vested as of December 31, 2023. [g] The amounts related to Other Benefits and Tax Gross-Up for a change in control include the costs associated with continued participation in the Company’s health and welfare benefit plans for a period of 36 months under the applicable CIC Agreement. The amount related to the tax gross-up ($1,710,591) is a reimbursement for certain taxes that would be applicable to the payments and accelerated benefits occurring upon a change in control. [h] Upon a change in control, Mr. Fehlman would receive a monthly benefit of $1,224.92 for the next 36 months for purposes of continued health and welfare benefits under the CIC. [i] Because Mr. Reddin separated from service with the Company in July 2023, the table only shows Mr. Reddin’s payments in connection with involuntary not for cause termination. The amount shown reflects a $1,000,000 severance payment to Mr. Reddin.

  60. 2023 PAY RATIO DISCLOSURE

    2023 PAY RATIO DISCLOSURE As required by Item 402(u) of Regulation S-K, we are providing the following information: For fiscal 2023, our last completed fiscal year: • The median of the annual total compensation of all employees of our company (other than Mr. Fehlman), was $65,149; and • The annual total compensation of Mr. Fehlman, our CEO, was $2,921,407. Based on this information, the ratio for 2023 of the annual total compensation of our CEO to the median of the annual total compensation of all employees is 45 to 1. We completed the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and CEO: • As of December 31, 2023, our employee population consisted of approximately 3,016 individuals, including full-time, part-time, temporary, and seasonal employees employed on that date. • To find the median of the annual total compensation of all our employees (other than our CEO), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2023. In making this determination, we annualized the compensation of full-time and part-time permanent employees who were employed on December 31, 2023, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. • We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation. • After identifying the median employee, we added together all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $65,149. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column for 2023 of our Summary Compensation Table. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  61. PAY VERSUS PERFORMANCE DISCLOSURES

    PAY VERSUS PERFORMANCE DISCLOSURES Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” section above.

  62. Pay Versus Performance

    Pay Versus Performance

  63. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO[1] | Compensation Actually Paid to PEO[2] | Average Summary Compensation Table Total for Non-PEO Named Executive Officers[3] | Average Compensation Actually Paid to Non-PEO Named Executive Officers[4] | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions)[7] | Adjusted Pre- Provision Net Revenue (millions)[8] | | | | | | | Total Shareholder Return[5] | Peer Group Total Shareholder Return[6] | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $2,921,407 | $2,529,002 | $1,324,323 | $1,163,203 | $85 | $116 | $175.06 | $286.84 | | 2022 | $3,738,575 | $126,277 | $1,414,202 | $735,041 | $89 | $116 | $256.4 | $344.30 | | 2021 | $5,772,713 | $7,414,844 | $1,668,021 | $1,923,320 | $118 | $125 | $271.1 | $293.90 | | 2020 | $3,396,212 | $1,790,825 | $1,021,269 | $478,520 | $84 | $91 | $254.9 | $352.69 |

  64. Pay Versus Performance

    [1] The dollar amounts reported in column (b) are the amounts of total compensation reported for, for the years 2020-2022, Mr. Makris, Jr. (who, during 2020-2022, was our Chairman and Chief Executive Officer), and for the year 2023, Mr. Fehlman (who, during 2023, was our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the “Summary Compensation Table” above. [2] The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Makris, Jr. (for years 2020-2022) and Mr. Fehlman (for year 2023), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Makris, Jr. or Mr. Fehlman (as applicable) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Makris, Jr.’s or Mr. Fehlman’s (as applicable) total compensation for each year to determine the compensation actually paid:

  65. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Reported Change in the Actuarial Present Value of Pension Benefits(c) | Pension Benefit Adjustments(d) | Compensation Actually Paid to PEO | | 2023 | $2,921,407 | $(1,414,990) | $1,169,462 | $(393,300) | $246,423 | $2,529,002 | | 2022 | $3,738,575 | $(1,501,896) | $(2,053,122) | $(351,828) | $294,548 | $126,277 | | 2021 | $5,772,713 | $(3,050,403) | $4,723,606 | $(519,227) | $488,155 | $7,414,844 | | 2020 | $3,396,212 | $(1,298,779) | $(192,234) | $(608,717) | $494,343 | $1,790,825 |

  66. Pay Versus Performance

    (a) The adjustment for the reported value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  67. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | $1,300,498 | $(126,726) | $— | $(4,310) | $— | $— | $1,169,462 | | 2022 | $943,722 | $(2,820,957) | $— | $(175,887) | $— | $— | $(2,053,122) | | 2021 | $1,752,043 | $2,674,572 | $— | $296,991 | $— | $— | $4,723,606 | | 2020 | $1,262,710 | $(1,319,726) | $— | $(135,218) | $— | $— | $(192,234) |

  68. Pay Versus Performance

    (c) The adjustment amounts included in this column are the amounts reported in “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for each applicable year. (d) The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Makris, Jr. or Mr. Fehlman (as applicable) during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:

  69. Pay Versus Performance

    | Year | Service Cost | Prior Service Cost | Total Pension Benefit Adjustments | | 2023 | $234,426 | $11,997 | $246,423 | | 2022 | $294,548 | $ — | $294,548 | | 2021 | $286,264 | $201,891 | $488,155 | | 2020 | $292,452 | $201,891 | $494,343 |

  70. Pay Versus Performance

    [3] The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (“NEOs”) as a group (excluding, for years 2020-2022, Mr. Makris, Jr., who served as our Chairman and CEO during 2020-2022, and for year 2023, Mr. Fehlman, who served as our Chief Executive Officer during 2023) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Makris, Jr. or Mr. Fehlman, as applicable) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, James M. Brogdon, C. Daniel Hobbs, George A. Makris, Jr., George A. Makris III, Stephen C. Massanelli, Matthew S. Reddin, and Chad D. Rawls; (ii) for 2022, James M. Brogdon, Robert A. Fehlman, Matthew S. Reddin and Stephen C. Massanelli; (iii) for 2021, James M. Brogdon, Robert A. Fehlman, Matthew S. Reddin, Jennifer B. Compton and Stephen C. Massanelli; and (iv) for 2020, Robert A. Fehlman, Matthew S. Reddin, Jennifer B. Compton and Stephen C. Massanelli. [4] The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Makris, Jr. or Mr. Fehlman, as applicable), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Makris, Jr. or Mr. Fehlman, as applicable) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Makris, Jr. or Mr. Fehlman, as applicable) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

  71. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Reported Change in the Actuarial Present Value of Pension Benefits | Average Pension Benefit Adjustments(b) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $1,324,323 | $(595,318) | $353,896 | $(26,012) | $106,314 | $1,163,203 | | 2022 | $1,414,202 | $(338,312) | $(248,840) | $(221,609) | $129,600 | $735,041 | | 2021 | $1,668,021 | $(641,177) | $943,872 | $(199,488) | $152,092 | $1,923,320 | | 2020 | $1,021,269 | $(245,560) | $(232,221) | $(173,755) | $108,787 | $478,520 |

  72. Pay Versus Performance

    (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  73. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2023 | $507,913 | $(149,464) | $— | $(4,553) | $— | $— | $353,896 | | 2022 | $213,141 | $(422,473) | $— | $(39,508) | $— | $— | $(248,840) | | 2021 | $464,427 | $419,330 | $— | $60,115 | $— | $— | $943,872 | | 2020 | $224,702 | $(412,364) | $— | $(44,559) | $— | $— | $(232,221) |

  74. Pay Versus Performance

    (b) The amounts deducted or added in calculating the total pension benefit adjustments are as follows:

  75. Pay Versus Performance

    | Year | Average Service Cost | Average Prior Service Cost | Total Average Pension Benefit Adjustments | | 2023 | $105,041 | $1,273 | $106,314 | | 2022 | $126,601 | $2,999 | $129,600 | | 2021 | $149,093 | $2,999 | $152,092 | | 2020 | $105,788 | $2,999 | $108,787 |

  76. Pay Versus Performance

    [5] Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. [6] Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: KBW NASDAQ Regional Banking Index. [7] The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. [8] “Adjusted pre-provision net revenue” is based on the Company’s “adjusted pre-provision net revenue” (net interest income plus noninterest income minus noninterest expense, then adjusted for certain items (on a pre-tax basis), including (among others) merger related costs, branch rightsizing costs, early retirement program costs, gain/loss on sale of securities, gain on insurance settlement, and FDIC special assessment). Financial Performance Measures As described in greater detail in the “Compensation Discussion and Analysis” section above, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our executives to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to the Company’s performance are as follows: • Adjusted Pre-Provision Net Revenue • Adjusted Efficiency Ratio • Tangible Book Value Per Share Growth Ranking • Total Shareholder Return Ranking Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the “Compensation Discussion and Analysis” section above, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following graphic descriptions of the relationships between certain information presented in the Pay Versus Performance table. Compensation Actually Paid and Cumulative TSR Compensation Actually Paid and Net Income Compensation Actually Paid and Adjusted Pre-Provision Net Revenue Cumulative Total Shareholder Return of the Company and Cumulative Total Shareholder Return of the Company’s Peer Group

  77. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following discussion and tables provide information with respect to the compensation of directors of the Company during 2023, the most recently completed fiscal year. The Company maintains an equity compensation program for its non-employee directors. In accordance with SEC regulations, outright grants of stock are valued in accordance with the terms of the plan and consistent with Topic 718, at the closing price of the stock on the date of grant. All non-employee directors receive an annual equity retainer (of approximately $60,000, for 2023) for service on the Board, payable in restricted stock units that vest in four substantially equal installments. In order for an installment to vest, the director must be serving on the Board at the scheduled time of vesting. The first installment vests as of the grant date, and the second, third, and fourth installments vest on July 3, 2023; October 2, 2023; and January 2, 2024, respectively. The RSUs were issued on May 3, 2023 (following the directors’ reelection to the Board) under the 2023 Plan and valued at the closing price of the Common Stock on that date, $15.77. If a director joins the Board in between annual meetings of shareholders, the annual retainer is prorated and paid in cash. Non-employee directors also receive a cash retainer for their service on the Board and the board of Simmons Bank. For 2023, non-employee directors serving on committees also received an annual cash retainer for service on the committee as set forth in the table below (unless the director elected to receive such retainers in RSUs). Committee chairs received an enhanced retainer due to their increased responsibilities. For any director appointed to the Board or to a committee during the year, the cash retainers are prorated based upon the remaining period of service.

  78. DIRECTOR COMPENSATION

    | Committee | Member Retainer | Chair Retainer | | Audit | $15,000 | $30,000 | | Compensation | $10,000 | $20,000 | | Executive | $10,000 | $30,000 | | Nominating & Corporate Governance | $10,000 | $20,000 | | Risk | $10,000 | $35,000 |

  79. DIRECTOR COMPENSATION

    The Company maintains a voluntary deferred compensation plan in which non-employee directors may defer receipt of any part or all of their respective directors’ fees, including retainer fees, meeting fees and committee fees. The director must elect to participate in the plan prior to the calendar year for which the deferral will be applicable. Upon election, a director must elect the form of payment (lump sum or annual installments over two to five years) and the date of payment (attainment of a specified age or cessation of serving as a director of the Company). The sums deferred under the plan are credited to an account for the director along with earnings on the deferred sum at an interest rate equal to the yield on the ten-year U.S. Treasury bond, computed quarterly. The plan was frozen with respect to new deferrals for director fees, as well as closed to new participants, in December 2022. The table below summarizes the compensation the Company paid the directors during 2023.

  80. 2023 DIRECTOR COMPENSATION

    2023 DIRECTOR COMPENSATION

  81. 2023 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)[a] | All Other Compensation ($)[b] | Total ($)[c] | | Dean Bass | $82,500 | $60,758 | $0 | $143,258 | | Jay D. Burchfield | $97,500 | $60,758 | $0 | $158,258 | | Marty D. Casteel | $50,500 | $99,349 | $0 | $149,849 | | William E. Clark, II | $70,000 | $60,758 | $105 | $130,863 | | Steven A. Cossé | $105,000 | $60,758 | $0 | $165,758 | | Mark C. Doramus | $2,500 | $138,730 | $77 | $141,307 | | Edward Drilling | $85,000 | $60,758 | $53 | $145,811 | | Eugene Hunt | $65,000 | $60,758 | $0 | $125,758 | | Jerry Hunter | $85,000 | $60,758 | $0 | $145,758 | | Susan Lanigan | $80,000 | $68,980 | $105 | $149,085 | | George A. Makris, Jr.[d] | $ — | $ — | $ — | $ — | | W. Scott McGeorge | $0 | $130,532 | $0 | $130,532 | | Tom Purvis | $70,000 | $60,758 | $74 | $130,832 | | Robert L. Shoptaw | $100,000 | $60,758 | $0 | $160,758 | | Julie Stackhouse | $77,500 | $60,758 | $83 | $138,341 | | Russell Teubner | $70,000 | $60,758 | $53 | $130,811 | | Mindy West | $87,500 | $60,758 | $105 | $148,363 |

  82. 2023 DIRECTOR COMPENSATION

    [a] The annual Board equity retainer is computed over the twelve-month period (May 1 — April 30) and was awarded on May 3, 2023, consisting of 3,805 restricted stock units valued at the closing market price of the Common Stock on that date, $15.77. The annual retainer vests in substantially equal quarterly installments, with the first installment vesting as of the grant date, and the second, third, and fourth installments vesting on July 3, 2023; October 2, 2023; and January 2, 2024, respectively. The cash retainer payments are payable quarterly computed on a calendar year basis, with the first installment payable in February and subsequent quarterly installments were generally payable on the first business day of each subsequent quarter (April 3, 2023; July 3, 2023; and October 2, 2023). At the election of each director, some or all of the cash retainers may be paid in RSUs with such units valued in February (at the conclusion of the election process). Such RSUs vest in substantially equal quarterly installments, with the first installment vesting as of the grant date, and the second, third, and fourth installments vesting on the cash retainer payment dates. The grant date fair values calculated in accordance with Topic 718 are reported in this column. Please refer to Note 15 to the Company’s financial statements, which are included in the annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024, for a discussion of the assumptions related to the calculation of such value. As of December 31, 2023, each non-employee director had 952 unvested RSUs outstanding. [b] Represents costs paid with respect to term life insurance policies for the benefit of certain directors. [c] Included in the Total are fees for service on the board and board (or credit) committees of Simmons Bank (for the purposes of the following table, “SB”) for the directors in the amounts listed below:

  83. 2023 DIRECTOR COMPENSATION

    | Director | SB Board | SB Committees | SB Total | | Bass | $15,000 | $42,500 | $57,500 | | Burchfield | $15,000 | $12,500 | $27,500 | | Casteel | $15,000 | $57,500 | $72,500 | | Clark | $15,000 | $30,000 | $45,000 | | Cossé | $15,000 | $0 | $15,000 | | Doramus | $15,000 | $22,500 | $37,500 | | Drilling | $15,000 | $30,000 | $45,000 | | Hunt | $15,000 | $10,000 | $25,000 | | Hunter | $15,000 | $10,000 | $25,000 | | Lanigan | $15,000 | $10,000 | $25,000 | | McGeorge | $15,000 | $20,000 | $35,000 | | Purvis | $15,000 | $30,000 | $45,000 | | Shoptaw | $15,000 | $0 | $15,000 | | Stackhouse | $15,000 | $22,500 | $37,500 | | Teubner | $15,000 | $30,000 | $45,000 | | West | $15,000 | $12,500 | $27,500 |

  84. 2023 DIRECTOR COMPENSATION

    [d] Compensation paid to Mr. Makris, Jr. is not included in this table, as his compensation as Executive Chairman of the Company during 2023 is disclosed in the preceding discussion concerning Executive Compensation.