Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As discussed in its proxy statement for the 2020 annual meeting of shareholders,
as part of its executive compensation program, Simmons First National
Corporation ("Corporation") provides annual cash incentive awards. For 2020,
these awards were made under the cash incentive plan of the First Amended and
Restated Simmons First National Corporation 2015 Incentive Plan ("Plan").
Consistent with the Corporation's general practice, during the first quarter of
2020, the compensation committee ("Committee") of the Corporation's board of
directors ("Board") (and, in the case of the Corporation's chief executive
officer, the Board) approved the specific performance metrics - company-wide
core diluted earnings per share ("Core EPS") and efficiency ratio for the full
year 2020 - and a "qualifying criterion" (i.e., a criterion that must be
satisfied in order to receive a cash incentive award) applicable to the 2020
cash incentive awards. For each of the performance metrics, the Committee also
approved threshold, target, and maximum payout opportunities. Cash incentive
award opportunities were established for George Makris, Jr., the Corporation's
chief executive officer, Robert Fehlman, the Corporation's chief financial
officer, and Stephen Massanelli, the Corporation's chief administrative officer
(collectively, the "Named Executive Officers"), among certain other members of
Corporation management. Under the Plan and the applicable award documents, the
Committee retains the right to exercise discretion in determining the final
amount of the 2020 cash incentive awards.
Largely due to the significant impact of the COVID-19 pandemic ("Pandemic") on
the Corporation's business and operations and the economy generally, neither the
threshold payout opportunity for the Core EPS performance metric nor the
qualifying criterion applicable to the 2020 cash incentive awards for the Named
Executive Officers was achieved. On January 20, 2021, the Committee (and, in the
case of Mr. Makris, the Board, acting on January 21, 2021) exercised the
discretion permitted under the Plan and the applicable award documents to allow
for cash incentive awards to be paid to the Named Executive Officers and certain
other members of Corporation management for 2020 performance. In exercising its
discretion, the Committee, in consultation with its compensation consultant,
considered a variety of factors, including, among others, the effect of the
Pandemic on the Corporation's business and operations, the extraordinary efforts
of the Named Executive Officers and other members of management to respond
timely and successfully to the challenges faced by the Corporation as a result
of the Pandemic, the financial and operational performance of the Corporation in
light of the Pandemic, the Corporation's compensation philosophy, and the
influence of compensation practices on the ability to attract and retain
qualified executive leadership. To determine the final amount of the cash
incentive awards, the Committee analyzed the Corporation's Core EPS and
efficiency ratio achieved during the first six months and the last six months of
2020 against performance standards associated with the Corporation's budget for
each period, based on the Committee's determination that the impact of the
Pandemic on the Corporation was strongest during the last six months of 2020. As
a result of that review, the Committee (and, in the case of Mr. Makris, the
Board) approved the payment of cash incentive awards for 2020 to the Named
Executive Officers in the following amounts: George Makris, Jr. - $494,544;
Robert Fehlman - $240,282; and Stephen Massanelli - $96,114. Each of these
payments represents approximately 58% of the target payout opportunity for each
Named Executive Officer's 2020 cash incentive award.
© Edgar Online, source Glimpses