SIMMONS FIRST NATIONAL CORP CLASS (SFNC)
Sector: Financials
2026 Annual Meeting Analysis
SIMMONS FIRST NATIONAL CORP CLASS · Meeting: May 13, 2026
Directors FOR
14
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Newly elected to the board in 2026, Brogdon is exempt from the TSR trigger as he joined within the past 24 months; he brings relevant banking and finance expertise as the company's new CEO.
Director since 2020 with deep banking experience; SFNC's 3-year price return of +33.9% is strongly positive but trails QABA by only 24.0 percentage points, well below the 65pp threshold required to trigger a vote against under the strong-positive TSR policy band.
Director since 2008 with relevant commercial construction and business leadership experience; the 3-year TSR gap of -24.0pp vs. QABA does not meet the 65pp threshold required to trigger a vote against.
Director since 2004 with extensive executive, legal, and financial expertise; the TSR gap vs. QABA of -24.0pp over 3 years is well below the 65pp trigger threshold for a strong-positive absolute TSR.
Director since 2015 with accounting and financial services background; the 3-year TSR gap of -24.0pp vs. QABA does not reach the 65pp threshold required to trigger a vote against.
Director since 2008 with technology and regulatory affairs expertise; the 3-year TSR gap of -24.0pp vs. QABA is well below the 65pp trigger threshold.
Director since 2009 with legal and community expertise relevant to the company's southeastern Arkansas markets; the TSR gap vs. QABA does not meet the 65pp trigger threshold.
Director since 2017 with senior legal and labor law experience; the 3-year TSR gap of -24.0pp vs. QABA is well below the 65pp threshold required to trigger a vote against.
Director since 2017 with strong governance, legal, and executive leadership credentials; the TSR gap vs. QABA of -24.0pp does not meet the 65pp trigger threshold.
Director since 2017 with real estate and regional market expertise; the 3-year TSR gap of -24.0pp vs. QABA is well below the 65pp threshold for a strong-positive absolute TSR.
Director since 2006 with extensive executive and financial management experience; the TSR gap vs. QABA of -24.0pp does not reach the 65pp trigger threshold.
Director since 2021 with deep financial regulatory expertise from the Federal Reserve; joined within the past 5 years and the TSR gap vs. QABA of -24.0pp is well below the 65pp trigger threshold.
Director since 2017 with technology industry expertise relevant to the company's IT risks; the 3-year TSR gap of -24.0pp vs. QABA does not meet the 65pp trigger threshold.
Director since 2017 with strong accounting, finance, and public company executive experience; note that West is a sitting CEO of Murphy USA Inc. and serves on SFNC's board — this counts as one outside public board seat for a sitting CEO, which is within the policy's limit of fewer than 2 outside seats; the TSR gap vs. QABA of -24.0pp does not trigger a vote against.
All 14 director nominees receive a FOR vote. SFNC's 3-year stock return of +33.9% is strongly positive, and while it trails the QABA community bank index by 24.0 percentage points, this gap is well below the 65-percentage-point threshold required to trigger a vote against under the strong-positive TSR policy band. Newly elected CEO James Brogdon is exempt from the TSR trigger as a director joining in 2026. The board includes strong financial, legal, regulatory, and industry expertise, with 12 of 14 directors classified as independent.
Say on Pay
✓ FORCEO
George A. Makris, Jr.
Total Comp
$4,379,185
Prior Support
97%%
CEO total compensation of approximately $4.38 million is reasonable for the head of a $3 billion market-cap regional bank, and the pay structure is well-designed with a significant majority of pay tied to performance — roughly 70% or more of total direct compensation comes from variable incentives (annual cash incentive plan and equity awards), exceeding the 50-60% policy threshold. The 2023 performance stock awards paid out at 0% of target because the company finished below the 25th percentile on both tangible book value growth and total shareholder return versus peers, showing that the incentive plan actually penalized executives when shareholders fared poorly — exactly what good pay-for-performance design should do. Prior-year say-on-pay approval was approximately 97%, reflecting broad shareholder support, and the company has a meaningful compensation clawback policy in place.
Auditor Ratification
✓ FORAuditor
FORVIS MAZARS, LLP
Tenure
N/A
Audit Fees
$1,915,966
Non-Audit Fees
$31,500
Non-audit fees of $31,500 represent only about 1.6% of audit fees of $1,915,966, far below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed so the tenure trigger cannot fire; no material restatements are noted; and FORVIS MAZARS is a large national firm appropriate for a $3B market-cap bank.
Overall Assessment
The 2026 Simmons First National annual meeting presents a generally clean ballot — all 14 director nominees earn FOR votes as the company's 3-year stock return of +33.9% is strongly positive and the gap versus the QABA community bank index of -24.0 percentage points falls well short of the 65-percentage-point trigger threshold. The say-on-pay vote also earns a FOR because executive pay levels are reasonable, variable pay comprises the majority of total compensation, and the plan's zero payout on 2023 performance stock awards demonstrates genuine pay-for-performance discipline; auditor ratification is straightforward with negligible non-audit fees.