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Notice of Annual Meeting of Shareholders

HOME BANCSHARES, INC.

719 Harkrider Street, Suite 100

Conway, Arkansas 72032

(501)339-2929

Internet Site:www.homebancshares.com

~~NOTICE OF ANNUAL MEETING OF SHAREHOLDERS~~Notice of Annual Meeting of Shareholders

To Be Held on April ~~18, 2019~~15, 2021

The Annual Meeting of Shareholders of Home BancShares, Inc. (the “Company”) will be held on April ~~18, 2019,~~15, 2021, at ~~6:30 p.m.~~10:00 a.m. (CDT) at the ~~Centennial Valley Country Club Events Center,~~Company’s corporate office, located at ~~1600 Centennial Club Drive,~~719 Harkrider Street, Conway, Arkansas, for the following purposes:

(1)

To elect directors for a term of one year.

(2)

To provide an advisory(non-binding) vote approving the Company’s compensation of its named executive officers.

(3)

~~To approve an amendment to the Company’s Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000.~~

~~(4)~~

To ratify the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the next fiscal year.

~~(5)~~

(4)

To transact such other business as may properly come before the meeting or any adjournments thereof.

Only shareholders of record on February ~~8, 2019,~~22, 2021, will be entitled to vote at the meeting or any adjournments thereof. A list of shareholders will be available for inspection at the office of the Company at 719 Harkrider Street, Suite 100, Conway, Arkansas, 72032, beginning two business days after the date of this notice and continuing through the meeting. The stock transfer books will not be closed.

The ~~2018~~2020 Annual Report to Shareholders is included in this publication.

By Order of the Board of Directors

~~C. RANDALL SIMS~~

JOHN W. ALLISON

Chairman and Chief Executive Officer ~~and President~~

Conway, Arkansas

~~February 15, 2019~~March 5, 2021

YOUR VOTE IS IMPORTANT

PLEASE COMPLETE, DATE AND SIGN YOUR PROXY AND RETURN IT WITHOUT DELAY

www.homebancshares.com

Notice of Annual Meeting of Shareholders

~~HOW TO VOTE IF YOU ARE~~How to Vote if you are A ~~SHAREHOLDER OF RECORD~~Shareholder of Record

Your vote is important. You can save the Company the expense of a second mailing by voting promptly. Shareholders of record can vote by telephone, on the Internet, by mail or by attending the Annual Meeting and voting by ballot as described below. (Please note: if you are a beneficial owner of shares held in the name of a bank, broker or other holder, please refer to your proxy card or the information forwarded by your bank, broker or other holder of record to see which options are available to you.)

The Internet and telephone voting procedures are designed to authenticate shareholders by use of a control number and to allow you to confirm that your instructions have been properly recorded.If you vote by telephone or on the Internet, you do not need to return your proxy card. Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day and will close at 1:00 a.m. Central time on April ~~18, 2019.~~15, 2021.

~~VOTE BY TELEPHONE~~

~~You can vote by calling the toll-free telephone number on your proxy card.Easy-to-follow~~ ~~voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.~~

~~VOTE ON THE INTERNET~~

~~You also can choose to vote on the Internet by visiting the website for Internet voting printed on your proxy card.Easy-to-follow~~ ~~prompts allow you to vote your shares and confirm that your instructions have been properly recorded.~~

~~VOTE BY MAIL~~

If you choose to vote by mail, simply mark your proxy, date and sign it, and return it to Computershare in the postage-paid envelope provided. If the envelope is missing, please mail your completed proxy card to Proxy Services, c/o Computershare Investor Services, P.O. Box 505000, Louisville, Kentucky, 40233.

~~VOTING AT THE ANNUAL MEETING~~

Vote by Telephone

Vote on the Internet

Vote by Mail

Voting at the Annual Meeting

You can vote by calling the toll-free telephone number on your proxy card. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

You also can choose to vote on the Internet by visiting the website for Internet voting printed on your proxy card. Easy-to-follow prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

The method by which you vote will not limit your right to vote at the Annual Meeting if you decide to attend in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the Meeting.

All shares that have been properly voted and not revoked will be voted at the Annual Meeting. If you sign and return your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors.

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be Held on April 15, 2021:

The Notice and Proxy Statement and the Annual Report on Form 10-K

are available at www.envisionreports.com/HOMB.

www.homebancshares.com

Table of Contents

1	Proxy Summary

10	About the Annual Meeting

14	Proposal One – Election of Directors

	15	Directors and Executive Officers of the Company

	16	Nominees for Director

	24	Being Responsive to Shareholder Feedback

	25	Executive Officers

26	Corporate Governance

	26	Duties of the Board

	26	Corporate Governance Guidelines and Policies

	26	Director Independence

	26	Board Structure and Role in Risk Oversight

	27	Code of Ethics

	27	Derivative Trading and Hedging

28	Board Meetings and Committees of the Board

	28	Committees of the Board

	28	Audit and Risk Committee

	29	Compensation Committee

	30	Nominating and Corporate Governance Committee

	32	Asset/Liability Committee

33	Director Compensation

	33	Director Compensation Table

34	Certain Relationships and Related Transactions

35	Delinquent Section 16(a) Reports

36	Principal Shareholders of the Company

38	Compensation Discussion and Analysis

	38	Named Executive Officers for 2020

	38	Responding to 2020 Say- on-Pay Vote

	40	2020 Performance Highlights


	40	2019 CEO Transition and Pay-for-Performance Alignment

	41	Aligning Executive Compensation with Metrics that Drive Shareholder Value

	41	Compensation Philosophy

	42	Compensation Committee Role and Decision-Making Process

	43	Components of Compensation

51	Report of the Compensation Committee of the Board of Directors

52	Executive Compensation

	52	Summary Compensation Table

	52	Employment Agreements

	54	Stock Awards and Stock Option Grants

	56	Option Exercises and Stock Awards Vested in 2020

	57	Pension and Other Benefits

	57	Nonqualified Deferred Compensation

	57	Payments Upon Termination or Change-In-Control

	60	Compensation Risk Assessment

	60	CEO Pay Ratio

61	Proposal Two – Advisory (Non-Binding) Vote Approving Executive Compensation

62	Proposal Three – Ratification of Appointment of Independent Registered Public Accounting Firm

63	Report of the Audit Committee of the Board of Directors

64	Audit and Non-Audit Fees

65	Submission of Shareholder Proposals

65	Where You Can Find More Information

A-1	Appendix A

www.homebancshares.com

Proxy Summary

HOME BANCSHARES, INC.

719 Harkrider Street, Suite 100

Conway, Arkansas 72032

(501)339-2929

Internet Site:www.homebancshares.com

Proxy Summary

This summary highlights selected information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting. For more complete information regarding our 2020 performance, please review our 2020 Annual Report on Form 10-K, which accompanies this document.

The Annual Meeting

Date:	April 15, 2021

Time:	10:00 a.m. CST

Location:	Home BancShares, Inc. Corporate Office, 719 Harkrider Street, Conway, Arkansas

Record Date:	February 22, 2021

Number Shares Outstanding and Entitled to Vote: 165,144,218

~~PROXY STATEMENT~~

Voting Matters and Board Recommendations

Matter		Board Recommendation	Page Reference
Proposal 1.	Election of Directors. To elect the 15 nominees listed in this proxy statement as directors for a term of one year.	✓ FOR each nominee	14
Proposal 2.	Advisory (Non-Binding) Vote on Executive Compensation. To approve, on an advisory (non-binding) basis, the Company’s compensation of its named executive officers.	✓ FOR	61
Proposal 3.	Ratification of Appointment of Independent Registered Public Accountants. To ratify the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the next fiscal year.	✓ FOR	62

Shareholder Engagement and Enhancements to our Compensation and Governance Programs

At our 2020 Annual Meeting, our proposal to approve, on an advisory (non-binding) basis, the compensation of our named executive officers, commonly known as “say-on-pay,” received a “For” vote of 45.9% of the shares voted. Although this vote is advisory and non-binding, the Compensation Committee of our Board of Directors and our entire Board of Directors took these results very seriously. The Company’s previous say-on-pay votes have generally shown strong support for the Company’s executive compensation programs, with our 2019 say-on-pay vote, for example, receiving the support of 92.4% of our shareholders. In response to the 2020 say-on-pay vote, we reached out to our shareholders and listened to their concerns regarding our executive compensation and governance practices.

After hearing from shareholders and proxy advisors and reviewing recent corporate governance developments, the Company has implemented a number of enhancements to its executive compensation and governance programs. In addition, we have enhanced our


	1	www.homebancshares.com

Proxy Summary

disclosure regarding the transition of our Chairman back into the Chief Executive Officer role in late 2019 and the factors considered by the Compensation Committee in establishing our executive compensation programs.

The table below highlights key outcomes of these processes, all of which are discussed in more detail below.

Highlights of Compensation and Governance Enhancements

•Adopted a new annual cash Executive Incentive Plan for our NEOs for the 2021 performance year based on pre-determined, weighted performance metrics reflecting key absolute and relative financial performance indicators.

•Utilized the framework and metrics formalized in the 2021 Executive Incentive Plan for evaluating 2020 performance and setting 2020 cash bonus awards. A full discussion of Executive Incentive Plan and the 2020 results is included in the Compensation Discussion and Analysis.

•Implemented a new performance-based equity incentive program for the Chairman and CEO under which two-thirds of the equity awarded to our Chairman and CEO for 2021 is subject to pre-determined, weighted performance targets relative to a peer group measured over a 3-year performance period.

•Established a performance peer group of 65 banking organizations between $10 billion and $50 billion in total assets for purposes of our new cash and equity incentive programs and utilized this peer group in determining our annual cash bonuses for 2020.

•Utilized a targeted peer group of six banks and bank holding companies for evaluating our Chairman and CEO’s compensation.

•Adopted meaningful clawback features as part of the newly adopted cash and equity incentive programs.

•Our Chairman and CEO voluntarily took a $100,000, or 20%, reduction in his annual base salary during 2020 following our 2020 Annual Meeting.

•Co-founder Robert H. Adcock, Jr., resigned from his independent Board committee positions and the Board elected a new Chairman of the Nominating and Corporate Governance Committee in response to shareholder feedback.

•Strengthened the Board’s commitment to increasing diversity. The Board nominees for election at the Annual Meeting include three diverse candidates, each of whom has joined the Board within the past four years.

•Publishing the Company’s second annual Corporate Social Responsibility (CSR) Report and plan to implement a newly created CSR Officer position in 2021.

2020 Shareholder Engagement

Expanded individual shareholder outreach

During 2020 we reached out to the holders of over 45 million of our outstanding common shares to hear their concerns and learn how we could better address them.

Senior level management and Board involvement

Individual discussions with shareholders included participation from Chairman John Allison, Compensation Committee Chair Mike Beebe and Director of Investor Relations Donna Townsell. Ms. Townsell also spoke with representatives of Institutional Shareholder Services (ISS) regarding the Company’s 2019 compensation practices and disclosures.

New “fireside chats” with investors

Because in-person conferences were cancelled due to COVID-19, we implemented a series of “fireside chat” conference calls for shareholders, analysts and other members of the investment community focused on the Company’s business with specific industry sectors in the wake of the pandemic. We believe we were the first in our industry to implement these types of calls in which we discussed certain loan types and customer status during the pandemic. We knew our investors would want to hear how these asset classes were performing during the pandemic, and we received positive feedback for continuing to “tell it like it is” with respect to our business during these chats.

Virtual investor conferences

While we regretted not being able to shake hands and talk face-to-face with our investors for most of 2020, our senior management team continued to engage with our shareholders and investors through numerous virtual conferences and one-on-one discussions to keep the investment community in tune with how things were going at HOMB during these unprecedented times.


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Proxy Summary

Continued strong customer outreach

Staying in touch with our customers and communities has always been a high priority for our Company. Our management and regional leadership teams regularly talk with customers in our markets to keep our thumb on the pulse of business for the customers and communities we serve. These one-on-one customer interactions became even more important during the uncertainty of 2020. Our customer outreach during 2020 included everything from general conversations to check on business to more in-depth discussions regarding PPP loans, future business plans and other uncertainties. We believe these interactions are essential to our business and will remain a priority as we move forward into 2021 and beyond.

Future shareholder outreach

Interaction with our shareholders and investors is important to our Board and our executive leadership, and we intend to continue regular and active shareholder outreach efforts in the future.

What We Heard

How We Responded

Increase shareholder engagement and describe the Company’s shareholder outreach efforts, the specific nature of shareholder concerns communicated and how the Company responded.

✓ We reached out to shareholders representing over 45 million of our outstanding shares to hear their feedback and concerns.

✓ We are describing in this Proxy Statement the nature of the comments we received and our response to this feedback.

✓ We implemented a series of “fireside chats” with the investment community to discuss industry-specific impacts on our loan portfolio and customers during the pandemic.

✓ We participated in numerous virtual investor conferences and one-on-one discussions during 2020.

✓ We intend to continue regular and active shareholder outreach in the future.

Discuss the Board’s decision to reappoint the Chairman as the CEO in November 2019 and its view regarding the resulting CEO pay misalignment in 2019.

✓ We have included a discussion in the Compensation Discussion and Analysis section of this Proxy Statement regarding the Chairman’s history with the Company, the Board’s reasons for his reappointment as the CEO in November 2019 and the differential in his compensation from our former CEO who retired in 2019, which the Board believes resulted in a distorted CEO pay-for-performance analysis for 2019.

✓ Our Chairman, who served as our founding CEO from 1998 to 2009 and did not take any salary for the first 10 years of the Company’s history, did not receive any additional compensation in connection with his reappointment as CEO in 2019.

✓ Our Chairman remains the largest individual shareholder of the Company and the majority of his annual total compensation continues to be comprised of stock awards, which we believe closely aligns his interests with the interests of all of our shareholders.

✓ Our Chairman’s 2019 and 2020 annual total compensation is below the median of CEO/Executive Chairman total annual compensation for the Company’s peer group for 2019.


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Proxy Summary

Develop incentive plans that are performance-based utilizing selected pre-determined performance metrics, goals, or payouts formulas, and explain the Board’s rationale for selecting specific metrics or goals or its reasoning for using a different approach to executive compensation. Shareholders and ISS expressed concern that the Company’s annual cash bonus program was entirely discretionary, and that equity awards to the Chairman and CEO were composed solely of time-vesting shares.	✓ We have adopted a new annual cash Executive Incentive Plan (EIP) for our NEOs for the 2021 performance year utilizing pre-determined performance metrics, goals and payout formulas. ✓ The Compensation Committee utilized the framework and metrics formalized in the EIP to evaluate 2020 performance and set 2020 cash bonuses. ✓ We have implemented a performance-based equity incentive program for the Chairman and CEO utilizing pre-determined performance metrics, goals and payout formulas under which two-thirds of his annual award in 2021 will be subject to 3-year performance targets and one-third will be time-based with 3-year cliff vesting. ✓ A discussion of these programs, including the metrics selected and the rationale for selecting such metrics, is included in the Compensation Discussion and Analysis section of this Proxy Statement.
Describe the Compensation Committee’s rationale in determining the size of the equity grant to the Chairman and CEO.	✓ We have included a discussion of the Compensation Committee’s rationale in determining the size of the equity grant to the Chairman and CEO in the Compensation Discussion and Analysis section of this Proxy Statement.
Consider designating a peer group for measuring the Company’s executive compensation and financial performance and describe the Compensation Committee’s methodology for selecting those peers.	✓ For purposes of our new cash and equity incentive programs and our annual cash bonuses for 2020, we have designated a peer group consisting of U.S. banks and bank holding companies with $10 billion to $50 billion in total assets (65 companies). ✓ For purposes of evaluating our Chairman and CEO’s compensation, the Compensation Committee utilized a smaller peer group consisting of six comparable banking organizations selected based on a combination of size, geographic location and certain performance factors. ✓ Further discussion regarding these peer groups and the Committee’s methodology for selecting the peer companies is included in the Compensation Discussion and Analysis section of this Proxy Statement.
Shareholders expressed concern over director Robert H. Adcock, Jr.’s service on independent committees of the Board given his status as co-founder of the Company.	✓ Mr. Adcock resigned from his independent committee positions in response to these shareholder concerns following the 2020 Annual Meeting. ✓ Although a co-founder, Mr. Adcock has never been employed by the Company or any of its subsidiaries. ✓ The Board believes Mr. Adcock’s continued service as an outside director of the Company remains strongly aligned with our shareholders’ interests. ✓ We have included further discussion below in Proposal One – Election of Directors regarding the Board’s belief that Mr. Adcock provides an important and independent oversight perspective to the Board.


www.homebancshares.com	4

Proxy Summary

Provide a robust discussion of the Board’s rationale for nominating director Alex Lieblong for reelection and his continued service as chairman of the Nominating and Corporate Governance Committee after he received less than a majority of the votes cast or withheld for his election at the 2019 Annual Meeting.

✓ Mr. Lieblong resigned as chairman of the Nominating and Corporate Governance Committee and the Board elected a new chair of the committee following the 2020 Annual Meeting.

✓ Mr. Lieblong’s significant financial expertise and public company board experience provide valuable insight to our Board of Directors, and our Board believes his continued service as a director of the Company remains in the best interests of our shareholders.

✓ His reduced meeting attendance in 2018, which negatively impacted his 2019 reelection results, was an anomaly during his tenure on the Board. He attended all meetings of the Board and the Board committees on which he served in 2019 and 2020.

✓ We have included further discussion of his qualifications and the Board’s support for his reelection below in Proposal One – Election of Directors.

Home BancShares Performance Highlights

Home BancShares, Inc. is one of the top-performing bank holding companies in the country, according to Forbes, having been listed on the Forbes “Best Banks in America” list for seven consecutive years, 2015-2021, including being ranked by Forbes as the #1 Best Bank in America in 2018 and 2019. Our bank subsidiary, Centennial Bank, provides a broad range of commercial and retail banking plus related financial services to businesses, real estate developers, investors, individuals and municipalities. Centennial Bank has branch locations in Arkansas, Florida, South Alabama and New York City. Through our community banking philosophy, we are dedicated to consistently exceeding the expectations of our customers, shareholders and bankers while enriching the communities we serve.

Forbes’ Best Banks in America (7 straight years including 2021)	Metric	12/31/2020
	Total Assets	$16.40 billion
	Net Income	$214.5 million
	Net Income, as adjusted (non-GAAP)⁽¹⁾	$305.9 million
Forbes’ World’s Best Banks 2020 (1^st ever listing)	Total Revenue (net)	$694.4 million
	Return on Average Assets (ROA)	1.33%
	ROA, as adjusted (non-GAAP)⁽¹⁾	1.90%
	Net Interest Margin	4.02%
Record Quarterly Metrics in 2020 Q2 Net Interest Income Q3 Total Revenue (net) Q4 Net Income and EPS	Return on Average Common Equity	8.57%
	Return on Average Tangible Common Equity Excluding Intangible Amortization (non-GAAP)⁽¹⁾	14.59%
	Diluted Earnings Per Share	$1.30
	Efficiency Ratio	42.63%
	Total Risk-Based Capital Ratio	17.80%
	⁽¹⁾ Non-GAAP financial measure. See Appendix A to this Proxy Statement for further information and a reconciliation to the most directly comparable GAAP financial measure.


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Proxy Summary

COVID-19 Response

Like many other businesses, the COVID-19 pandemic had a significant impact on our business and operations during 2020. As the pandemic took hold across the United States and around the globe in March 2020, Home BancShares quickly went to work to transition the way we work, learn and do business to the “new normal.” Our highest priority during these uncertain times has been and remains the health and safety of our employees, our customers and their families. However, with challenges come opportunities. By reimagining how we interact with our customers, our staff and our shareholders, and staying focused on taking care of our customers, we managed to close out 2020 with record setting results.

We implemented and continue to hold daily management calls among our senior management to discuss our response to COVID-19 and other operational and strategic decisions.

We closed bank lobbies and transitioned to drive-thru only and deployed more than 140 additional ID scanners to perform new account openings via the drive-thru so customers could still get the services they need from the safety of their car.

Our Customer Care Center fielded 1.3 million calls, 260,000 more than the previous year.

Departments were spread out to adhere to social distancing guidelines and personal protection equipment in the form of gloves, masks and hand sanitizer were routinely delivered to all of our banking facilities.

Voice meetings as opposed to in-person meetings rose 237%.

Over 100 webcams were deployed to personnel.

Webex participation rose 276% during the year.

We deployed over 100 Chromebooks and laptops to equip employees to work remotely.

We increased our number of users for electronic document signature by over 900%, which greatly facilitated our successful participation in the CARES Act Paycheck Protection Program (PPP) for our business customers.

Since beginning our participation in the PPP, we have closed over 8,500 PPP loans totaling approximately $850.0 million, likely helping to save thousands of jobs.

Over 400 of our employees have been involved in the PPP lending process.

We worked with our customers to initiate consumer and commercial loan deferrals to help our customers deal with the challenges of the pandemic; we temporarily suspended residential property foreclosure sales, evictions, and involuntary automobile repossessions, and we offered fee waivers, payment deferrals, and other expanded assistance for automobile, mortgage, small business and personal lending customers.

•

At June 30, 2020, we had 4,209 loans on deferral with an aggregate principal balance of $3.18 billion and a standard deferral of 90 days for both principal and interest.

As of December 31, 2020, our loan deferrals decreased to $330.7 million on 56 loans, with approximately 82% of the initially deferred loan balances returning to paying interest monthly, the majority of which were modified to 18- to 24-month interest only payments with a return to full principal and interest payments at the end of the modification term.

We recorded $102.1 million provision for credit losses on loans, $842,000 provision for credit losses on investment securities and a $17.0 million reserve for unfunded commitments as a result of the on-going uncertainties related to the COVID-19 pandemic during 2020.

Economic Value Added by HOMB in 2020

At Home BancShares and Centennial Bank, we believe we have a responsibility to give back to the communities we serve and do our part to help strengthen local economies, while providing value to our shareholders. Below are some of the ways in which we added value to our communities, our customers, our employees and our shareholders during 2020.

✓

We issued over 8,500 PPP loans totaling approximately $850.0 million.

✓

Through our PPP lending and working with our customers on temporary loan deferrals and other measures, we helped countless small businesses stay open during the pandemic and, in turn, helped to save thousands of jobs throughout our footprint.

✓

We had record mortgage loan originations during 2020, helping a record number of customers purchase new homes or refinance their existing mortgages.


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Proxy Summary

✓

Due to our efficient and lean workforce, we did not have to endure any layoffs and in turn kept approximately 2,000 employees employed throughout the pandemic.

✓

We awarded 195,360 hours of emergency paid time off.

✓

We paid $87.7 million in cash dividends to our shareholders.

Executive Compensation Highlights

Our compensation policies and practices are designed to align the interests of our employees with the interests of our shareholders. We seek to attract, retain, incent, and reward individuals who contribute to our long-term success. We strive to link pay to Company performance for all executive officers, including our Chairman and CEO.

✓

All short-term incentive compensation for 2021 for our named executive officers will be based on pre-determined performance metrics and goals, including a mix of absolute and relative performance targets compared to a peer group.

✓

2020 cash bonus awards were determined utilizing the framework and metrics formalized in the 2021 Executive Incentive Plan.

✓

Implemented a performance-based equity program for our Chairman and CEO under which two-thirds of his 2021 equity-based compensation is subject to pre-determined relative performance metrics compared to a peer group and measured over a 3-year performance period.

✓

Our performance measures reflect key financial performance indicators that we believe drive value to our shareholders.

✓

A majority of our Chairman and CEO’s compensation consists of equity awards and is therefore at risk and aligned with our shareholders’ interests. Our Chairman and CEO remains the largest individual shareholder of the Company.

✓

Annual total compensation for our Chairman and CEO is below the median of our peer group.

✓

Our newly adopted cash and equity incentive programs include meaningful clawback features.

✓

Our Chairman and CEO voluntarily took a $100,000, or 20%, reduction in his annual base salary during 2020 effective May 8, 2020.

✓

Our Compensation Committee has designated a peer group of 65 U.S. banks and bank holding companies with $10 billion to $50 billion in total assets for our new cash and equity incentive programs, while utilizing a smaller peer group of six comparable bank holding companies based on size, geographic location or certain performance factors for evaluating our Chairman and CEO’s compensation.

Environmental, Social and Governance Highlights

As a customer- and community-focused bank, Home BancShares and Centennial Bank are committed to delivering on each of our core values while balancing the interests of our shareholders, our communities and, of course, our customers. Community involvement is a core focus for our Company. In the communities we serve, we support our schools, neighborhoods, cities and towns by volunteering for local boards and committees, grilling thousands of hamburgers and hot dogs, donating millions of dollars and investing in financial education opportunities that will affect those we serve. In our Company, we strive to build a talent-focused culture, one which is inclusive and provides opportunities for employees from all backgrounds to grow internally and succeed. Throughout our daily operations we seek ways to reduce our impact on the environment by eliminating or reducing the use of paper statements and documents where possible and utilizing energy-saving features in many of our offices and bank branches. We are also committed to maintaining high standards of corporate governance. Strong corporate governance practices help us achieve our performance goals and maintain the trust and confidence of our shareholders, employees and other constituents. As we move forward, we will continue to focus on our core values and incorporate innovative methods to reach our environmental, social responsibility and governance goals and continue to earn the trust of our shareholders.

Highlights of our commitments in these areas are provided below. Please visit https://www.my100bank.com/community-involvement/ to learn more about how our values come to life in our Corporate Social Responsibility Report.


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Proxy Summary

Environmental

✓

We regularly encourage our customers to sign up to receive statements and notices electronically through the use of E-statements and E-notices and to take advantage of our online and mobile banking services.

✓

We encourage our employees to reduce their use of paper documents where possible and to receive tax documents through the use of E-tax forms.

✓

Our corporate office and many of our banking locations utilize various energy-saving features, including:

❖

Smart thermostats

❖

Energy efficient mechanical units

❖

LED lights (many with motion detection sensors)

❖

Energy efficient water heaters

❖

Low water flow plumbing

Corporate Social Responsibility

✓

We have created an in-house product known as The Dream Loan Program that provides loan options to those who would otherwise not qualify for a mortgage.

✓

70% of our 2,031 total employees are women.

✓

19% of our total employees identify as persons of color.

✓

61% of leadership roles in our Company are held by women.

✓

Awarded 195,360 hours of emergency paid time off during 2020.

✓

Our Board has approved and we plan to establish a new Corporate Social Responsibility Officer in 2021.

✓

Publishing the Company’s second annual Corporate Social Responsibility Report which will be available on our Centennial Bank website at https://www.my100bank.com/community-involvement/.


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Proxy Summary

Corporate Governance

✓

Annual director elections

✓

Independent Vice Chairman

✓

All non-employee directors (11 of 15 directors) are independent

✓

Clawback provisions in newly adopted incentive programs

✓

Corporate Social Responsibility report

✓

Our Board of Directors is comprised of individuals possessing a well-rounded variety of skills, knowledge, experience, diverse backgrounds and unique perspectives on our business.

✓

73% of our Board members satisfy NASDAQ Stock Market independence standards, and each of the Audit, Compensation, and Nominating and Corporate Governance Committees are comprised wholly of independent directors.

* Persons of color


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About the Annual Meeting

The questions and answers below contain summary information and may not contain all of the information that is important to you. To better understand the nominees being solicited for directors and the proposals that are submitted for a vote, you should carefully read this entire document and other documents to which we refer.

What is the Purpose of this Proxy Statement?

This Proxy Statement and the accompanying proxy card are being mailed in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Home BancShares, Inc. (the “Company”) for use at the Annual Meeting of Shareholders to be held on April ~~18, 2019.~~15, 2021. This Proxy Statement and the accompanying proxy card are being first mailed to shareholders of the Company on or about March 5, ~~2019. The Notice of Annual Meeting of Shareholders was first mailed on or about February 15, 2019, to shareholders of record as of February 8, 2019, the record date for the meeting.~~2021.

The proxies being solicited by this Proxy Statement are being solicited by the Company. The expense of soliciting proxies, including the cost of preparing, assembling and mailing the material submitted with this Proxy Statement, will be paid by the Company. The Company will also reimburse brokerage firms, banks, trustees, nominees and other persons for the expense of forwarding proxy material to beneficial owners of shares held by them of record. Solicitations of proxies may be made personally or by telephone, electronic communication or facsimile, by directors, officers and regular employees, who will not receive any additional compensation in respect of such solicitations.

~~Important Notice Regarding the Availability of Proxy Materials~~

~~for the Shareholder Meeting to be Held on April 18, 2019:~~

~~The Notice and Proxy Statement and the Annual Report on Form10-K~~

~~are available at www.envisionreports.com/homb.~~

~~ABOUT THE ANNUAL MEETING~~

When and Where Is the Annual Meeting?


Date:		Thursday, April ~~18, 2019~~15, 2021
Time:		~~6:30 p.m.~~ 10:00 a.m., Central Daylight Time
Location:		~~1600 Centennial Club Drive,~~ Home BancShares, Inc. Corporate Offices, 719 Harkrider Street, Conway, Arkansas

What Matters Will Be Voted Upon at the Annual Meeting?

At our Annual Meeting, shareholders will be asked to:

consider and vote on a proposal to elect the nominees listed in this proxy statement as directors for a term of one year;

consider and vote on a proposal to approve, on an advisory(non-binding) basis, the Company’s compensation of its named executive officers;

consider and vote on a proposal to an amendment to the Company’s Restated Articles of Incorporation, as amended to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000;

consider and vote on a proposal to ratify the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the next fiscal year; and

transact such other business as may properly come before the meeting or any adjournments thereof.

Who Is Entitled to Vote?

Only shareholders of record at the close of business on the record date, February ~~8, 2019,~~22, 2021, are entitled to receive the Notice of Annual Meeting and to vote the shares of common stock that they held on that date at the Meeting or at any postponement or adjournment of the Meeting. Each outstanding share entitles its holder to cast one vote on each matter to be voted on. As of the close of business on February ~~8, 2019,~~22, 2021, there were ~~170,096,572~~165,144,218 shares of the Company’s common stock outstanding.

Who Can Attend the Meeting?

~~All~~

To protect the health and safety of those attending the Annual Meeting in person, only shareholders as of the record date, or their duly appointed proxies, may attend the ~~Meeting, and each may be accompanied by one guest. Seating is limited and will be on a first-come, first-served basis.~~Meeting. Registration will begin at ~~5:30 p.m.~~9:00 a.m., and seating will be available at approximately ~~6:00 p.m.~~9:30 a.m.

The Company asks that any shareholders who plan to attend the meeting please contact our Director of Investor Relations, Donna Townsell, at (501) 328-4625 at least 24 hours prior to the meeting to register your attendance. Attendees will be required to wear protective face coverings and adhere to social distancing guidelines at all times and may be subject to health screening procedures, including a temperature check, upon entering the building. Seating may be limited to comply with applicable directives and guidelines from the Arkansas Department of Health and the Centers for Disease Control and Prevention and will be on a first-come, first-served basis.

The use of cameras, videotaping equipment and recording devices will not be permitted at the Meeting.

Attendees may not bring large bags, briefcases or packages into the Meeting.

Please note that if you hold your shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date and check in at the registration desk at the Meeting.


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About the Annual Meeting

What Constitutes a Quorum?

The presence at the Meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum, permitting the Company to conduct its business. As of the record date, ~~170,096,572~~165,144,218 shares of common stock of the Company were outstanding. Proxies received, but marked as abstentions and brokernon-votes, will be included in the calculation of the number of shares considered to be present at the Meeting.

Can a Shareholder Nominate a Director?

The Nominating and Corporate Governance Committee (“Nominating Committee”) of the Board of Directors will consider a candidate properly and timely recommended for directorship by a shareholder or group of shareholders of the Company. The recommendation must be submitted by one or more shareholders that have beneficially owned, individually or as a group, 2% or more of the outstanding common stock for at least one year as of the date the recommendation is submitted. Shareholder recommendations must be submitted to the Secretary of the Company in writing via certified U.S. mail not less than 120 days prior to the first anniversary of the date of the Proxy Statement relating to the Company’s previous Annual Meeting. Shareholder recommendations for the Annual Meeting of Shareholders in ~~2020~~2022 must be received by the Company by November ~~6, 2019.~~5, 2021. Recommendations must be addressed as follows:

Home BancShares, Inc.

Attn: Corporate Secretary

P.O. Box 966

Conway, Arkansas 72033

DIRECTOR CANDIDATE RECOMMENDATION

Generally, candidates for a director position should possess:

relevant business and financial expertise and experience, including an understanding of fundamental financial statements;

the highest character and integrity and a reputation for working constructively with others;

sufficient time to devote to meetings and consultation on Board matters; and

freedom from conflicts of interest that would interfere with their performance as a director.

The full text of our “Policy Regarding Director Recommendations by Stockholders” and “Nominating and Corporate Governance Committee Directorship Guidelines and Selection Policy” are published on our website atwww.homebancshares.com and can be found under the caption “Investor Relations”/“~~Corporate Profile”~~Overview”/“Governance Documents.”

A shareholder intending to nominate a director at the Annual Meeting but not intending the nomination to be included in the Company’s proxy materials for the Annual Meeting must comply with the procedural and informational requirements described in Article II, Section 9 of the Company’s Bylaws, a copy of which may be obtained upon written request to the Secretary of the Company.

How Can I Communicate Directly with the Board?

Shareholder communications to the Board of Directors, any committee of the Board of Directors, or any individual director must be sent in writing via certified U.S. mail to the Corporate Secretary at the following address:

Home BancShares, Inc.

Attn: Corporate Secretary

P.O. Box 966

Conway, Arkansas 72033

Our “Stockholder Communications Policy” is published on the Company’s website atwww.homebancshares.comand can be found under the caption “Investor Relations”/“~~Corporate Profile”~~Overview”/“Governance Documents.”


	11	www.homebancshares.com

About the Annual Meeting

How Do I Vote?

The enclosed proxy card indicates the number of shares you own. There are four ways to vote:

•

~~By Internet at the website shown on your proxy card;~~~~we encourage you to vote this way~~.

By Internet at the website shown on your proxy card; we encourage you to vote this way.

By toll-free telephone at the number shown on your proxy card.

By completing and mailing your proxy card.

By written ballot at the Meeting.

If you vote by Internet or telephone, your vote must be received by 1:00 a.m. Central time on April ~~18, 2019.~~15, 2021. If your shares are held in “street name,” the instructions from your broker or nominee will indicate whether Internet or telephone voting is available and, if so, will provide details regarding how to use those systems. If you complete and properly sign the accompanying proxy card and return it to the Company, or tender your vote via telephone or the Internet, it will be voted as you direct.If you do not indicate your voting preferences, Brian S. Davis and Jennifer C. Floyd will vote your sharesFORall of the director nominees andFORProposals 2 3 and 4.

If You Vote by Telephone or on the Internet, You DoNOT Need to Return Your Proxy Card.

If you plan to attend the Meeting, you may deliver your completed proxy card in person. However,please see Who Can Attend the Meeting? above for instructions on registering your attendance prior to the Meeting and for important information regarding certain health and safety protocols and seating limitations that may be place due to the ongoing COVID-19 pandemic. Additionally, if your shares are held in “street name” and you wish to vote your shares by written ballot at the Meeting, you will need to request and obtain a legal proxy from your broker, bank or other nominee (the stockholder of record) giving you the right to vote the shares at the Annual Meeting, complete such legal proxy and present it to the Company at the Meeting. Even if you plan to attend the Meeting, we recommend that you submit your proxy card or voting instructions in advance so that your vote will be counted if you later decide not to attend the Meeting.

A proxy duly executed and returned by a shareholder, and not revoked prior to or at the Meeting, will be voted in accordance with the shareholder’s instructions on such proxy.

If My Shares Are Held By a Broker or Nominee, Do I Need to Instruct the Broker or Nominee How to Vote My Shares?

Yes. If you hold shares in “street name” through a broker or other nominee, your broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon. Under current stock exchange rules, brokers who do not have instructions from their customers may not use their discretion in voting their customers’ shares on certain specific matters which are not considered to be “routine” matters, including the election of directors, executive compensation and other significant matters. The proposals in this Proxy Statement to elect directors and to approve on an advisory basis the Company’s executive compensation are not considered to be routine matters.Thus, if you do not give your broker or nominee specific instructions with respect to each of these matters, your shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval. Shares represented by such “brokernon-votes” will, however, be counted in determining whether there is a quorum.

The ~~approval of an amendment to the Company’s Restated Articles of Incorporation to increase the number of authorized shares of common stock and the~~ ratification of BKD, LLP as the Company’s independent registered public accounting firm ~~are~~is considered a routine ~~matters,~~matter, and therefore, if you do not give your broker or nominee specific instructions with respect to ~~these proposals,~~this proposal, your broker or nominee will have the discretionary authority to vote your shares on ~~these proposals.~~this proposal.

What Are the Board’s Recommendations?

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors. The Board’s recommendation is set forth together with each proposal in this Proxy Statement. In summary, the Board recommends a vote:

FOR the election of the nominated slate of directors (see pages 14-60).

FOR the approval, on an advisory (non-binding) basis, of the Company’s compensation of its named executive officers (see page 61).

FOR the ratification of the appointment of BKD, LLP as the Company’s independent registered public accounting firm (see pages 62-64).

	•		*~~FOR~~* ~~the election of the nominated slate of directors (see pages6-37).~~
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	•
*~~FOR~~*About the ~~approval, on an advisory(non-binding)~~ ~~basis, of the Company’s compensation of its named executive officers (see page 38).~~Annual Meeting

•

~~FOR~~ the approval of the amendment to the Company’s Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000 (see pages 39-40).

•

~~FOR~~ ~~the ratification of the appointment of BKD, LLP as the Company’s independent registered public accounting firm (see pages 41-43).~~

What Other Business May Be Brought Before the Meeting?

As of the date of this Proxy Statement, the Board knows of no other business that may properly be, or is likely to be, brought before the Annual Meeting. With respect to any other matter that properly comes before the Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, at their own discretion.

What Vote Is Required to Approve Each Proposal?

•

~~Election of Directors~~. The affirmative vote of a plurality of the votes cast in person or by proxy at the Annual Meeting is required for the election of directors. A properly executed proxy marked “WITHHOLD” with respect to the election of one or more of the directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum.

Election of Directors. The affirmative vote of a plurality of the votes cast in person or by proxy at the Annual Meeting, assuming a quorum is present, is required for the election of directors. A properly executed proxy marked “WITHHOLD” with respect to the election of one or more of the directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. Accordingly, a “withhold” vote will have no effect on the outcome of the vote.

•

~~Other Proposals~~. For each other proposal, the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting, assuming a quorum is present, will be required for approval. A properly executed proxy marked “ABSTAIN” with respect to any such matter will not be voted, although it will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have no effect on the outcome of the vote.

Other Proposals. For each other proposal, the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting, assuming a quorum is present, will be required for approval. A properly executed proxy marked “ABSTAIN” with respect to any such matter will not be voted, although it will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have no effect on the outcome of the vote.

The authorized common stock of the Company consists of ~~200,000,000~~300,000,000 shares at $0.01 par value. As of the close of business on February ~~8, 2019,~~22, 2021, there were ~~170,096,572~~165,144,218 shares eligible to vote.

Can I Change My Vote After I Return the Proxy Card?

Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised by filing with the Secretary of the Company either a notice of revocation or a duly executed proxy bearing a later date. The powers of the proxy holders will be suspended if you attend the Meeting in person and so request, although attendance at the Meeting will not by itself revoke a previously granted proxy. If you hold your shares in “street name,” your broker votes your shares and you should follow your broker’s instructions regarding the revocation of proxies.

What Should I Do If I Receive More Than One Set Of Voting Materials?

You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxies or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account. If you are a registered owner and your shares are registered in more than one name, you will receive more than one proxy card. Please vote each proxy and instruction card that you receive.

Where Can I Find The Voting Results Of The Annual Meeting?

The Company will publish final voting results of the Annual Meeting in a Current Report on Form8-K filed with the Securities and Exchange Commission within four business days after the Annual Meeting on April ~~18, 2019.~~15, 2021.

What Do I Need To Do Now?

First, read this Proxy Statement carefully. Then, if you are a registered owner of shares of our common stock as of February ~~8, 2019,~~22, 2021, you should, as soon as possible, submit your proxy by executing and returning the proxy card or by voting by telephone or on the Internet. If you are the beneficial owner of shares held in “street name,” then you should follow the voting instructions of your broker or other nominee. Your shares will be voted in accordance with the directions you specify. If you submit an executed proxy card to the Company but fail to specify voting directions, your shares will be voted in accordance with the recommendations of the Board of Directors.

You Should Carefully Read this Proxy Statement in its Entirety.


	13	www.homebancshares.com

~~PROPOSAL ONE – ELECTION OF DIRECTORS~~

Proposal One – Election of Directors

Our Restated Articles of Incorporation provide that the number of directors shall not be less than two nor more than fifteen, with the exact number to be fixed by the shareholders or the Board. The Board of Directors proposes that the nominees for directors described below be elected for a term of one year and until their successors are duly elected and qualified. All nominees are currently serving as directors.

Each of the nominees has consented to serve the term for which he or she is nominated. If any nominee becomes unavailable for election, which is not anticipated, the directors’ proxies will vote for the election of such other person as the Board may nominate, unless the Board resolves to reduce the number of directors to serve on the Board and thereby reduce the number of directors to be elected at the ~~meeting.~~Annual Meeting.

The Board of Directors Recommends that Shareholders Vote

FOR

Each of the Nominees Listed Herein


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~~DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY~~

Proposal One – Election of Directors

Directors and Executive Officers of the Company

The names of the Company’s directors and executive officers and their respective ages and positions as of February ~~8, 2019,~~22, 2021, are listed in the table below.


Name	Age	Positions Held with Home BancShares, Inc.	Positions Held with Centennial Bank
John W. Allison	72 74	Chairman of the Board,	~~Chairman of the Board~~
~~C. Randall Sims~~	64	Chief Executive Officer ~~President~~ and ~~Director~~President	Director
Brian S. Davis	53 55	Chief Financial Officer, Treasurer and Director	Chief Financial Officer, Treasurer and Director
Jennifer C. Floyd	44 46	Chief Accounting Officer	Chief Accounting Officer
Tracy M. French	57 59	Director and Executive Officer ~~Director~~	Chairman of the Board, Chief Executive Officer ~~President~~ and ~~Director~~President
Kevin D. Hester	55 57	Chief Lending Officer	Chief Lending Officer and Director
J. Stephen Tipton	37 39	Chief Operating Officer	Chief Operating Officer
Donna J. Townsell	48 50	Senior Executive Vice President, Director of Investor Relations and Director	Senior Executive Vice President and Director
Russell D. Carter, III	43 45	Executive Officer	Regional President
Milburn Adams	75 77	Director	Director
Robert H. Adcock, Jr.	70 72	~~Vice Chairman of the Board~~ Director	~~Vice Chairman of the Board~~ Director
Richard H. Ashley	63 65	Director	Director
Mike D. Beebe	72 74	Director	—
Jack E. Engelkes	69 71	~~Director~~ Vice Chairman of the Board	Director
Karen E. Garrett	46 48	Director	—
James G. Hinkle	70 72	Director	—
Alex R. Lieblong	68 70	Director	Advisory Director
Thomas J. Longe	56 58	Director	—
Jim Rankin, Jr.	51 53	Director	Director
Larry W. Ross	73	Director	Advisory Director


	15	www.homebancshares.com

Proposal One – Election of Directors

NOMINEES FOR DIRECTOR

The director nominees consist of the fifteen current members of the ~~Board, one of which was appointed after the 2018 Annual Meeting.~~Board. The biography of each of the nominees below contains information regarding the person’s service as a director, business experience, including but not limited to director positions held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Nominating Committee and the Board to determine that the person should serve as a director.

~~During~~In the biographies of our directors and executive officers below, and elsewhere in this Proxy Statement, we from time to time refer to certain former separately chartered bank subsidiaries that we merged into a single charter during 2008 and 2009 under the ~~Company combined the charters of the Company’s former bank~~name Centennial Bank. These subsidiaries –included First State Bank, Community Bank, Twin City Bank, Marine Bank, Bank of Mountain View and Centennial Bank (of Little Rock) – into a single charter and adopted Centennial Bank as the common name. As used in the following biographies and elsewhere in this Proxy Statement, any reference to our “former bank subsidiaries” or to any of the six banks named in this paragraph refers to the Company’s separately chartered bank subsidiary or subsidiaries as they existed prior to the merger of the banks into a single charter..

JOHN W. ALLISON

AGE: 74

DIRECTOR SINCE: 1998

COMMITTEES: Asset/Liability Committee

EXPERIENCE

John W. Allison is the co-founder and has been the Chairman of the Board of Home BancShares since 1998. During 2019, Mr. Allison was appointed President and Chief Executive Officer of Home Bancshares, which he had previously served as from 1998 to 2009. He also serves on the Asset/Liability Committee of Home BancShares. Mr. Allison has more than 35 years of banking experience, including service as Chairman of First National Bank of Conway from 1983 until 1998, and as a director of First Commercial Corporation from 1985 (when First Commercial acquired First National Bank of Conway) until 1998. At various times during his tenure on First Commercial’s board, Mr. Allison served as the Chairman of that company’s Executive Committee and as Chairman of its Asset Quality Committee. Prior to its sale to Regions Financial Corporation in 1998, First Commercial was a publicly traded company and the largest bank holding company headquartered in Arkansas, with approximately $7.3 billion in assets.

~~Director Since 1998~~

~~John W. Allisonis theco-founder~~ ~~and has been Chairman~~

SKILLS & EXPERTISE

Mr. Allison is a successful business owner with extensive experience in the management of banks and bank holding companies. As the co-founder and Chief Executive Officer of Home BancShares, he has intimate knowledge of the issues facing our management, and he has been a guiding figure in the development of Home BancShares and its growth strategy. He is also the largest individual shareholder of Home BancShares, which the Board of Directors believes aligns his interests with those of our shareholders. Mr. Allison is the Board of Home BancShares since 1998. He also serves on the Asset/Liability Committee of Home BancShares. From 1998 to 2009, he served as Chief Executive Officer of Home BancShares. Mr. Allison has more than 35 years of banking experience, including service as Chairman of First National Bank of Conway from 1983 until 1998, and as a director of First Commercial Corporation from 1985 (when First Commercial acquired First National Bank of Conway) until 1998. At various times during his tenure on First Commercial’s board, Mr. Allison served as the Chairman of that company’s Executive Committee and as Chairman of its Asset Quality Committee. Prior to its sale to Regions Financial Corporation in 1998, First Commercial was a publicly traded company and the largest bank holding company headquartered in Arkansas, with approximately $7.3 billion in assets. Mr. Allison is a successful business owner with extensive experience in the management of banks and bank holding companies. As the~~co-founder~~ and former Chief Executive Officer of Home BancShares, he has intimate knowledge of the issues facing our management, and he has been a guiding figure in the development of Home BancShares and its growth strategy. He is also the largest individual shareholder of Home BancShares, which the Board of Directors believes aligns his interests with those of our shareholders. Mr. Allison is thebrother-in-law of Donna Townsell, one of our directors and executive officers.

~~C. Randall Sims~~BRIAN S. DAVIS

AGE: 55

DIRECTOR SINCE: 2015

COMMITTEES: Asset/Liability Committee (Chair)

~~Director Since 1998~~

C. Randall Sims is Chief Executive Officer and President of Home BancShares. Mr. Sims has served as Chief Executive Officer of Home BancShares since 2009 and as a director of Home BancShares and Centennial Bank (formerly First State Bank) since 1998. From 1998 to 2009, he served as Secretary of Home BancShares. He currently serves as a member of the Asset/Liability Committee. From 1998 to January 2015, Mr. Sims served as the Chief Executive Officer and President of Centennial Bank (formerly First State Bank). Prior to joining First State Bank, Mr. Sims was an executive vice president with First National Bank of Conway. He holds a Juris Doctor degree from the University of Arkansas at Little Rock School of Law and a Bachelor of Arts degree in accounting and business administration from Ouachita Baptist University in Arkadelphia, Arkansas. He attended the Graduate School of Banking at the University of Wisconsin and is an honor graduate of the American Bankers Association National Commercial Lending School held at the University of Oklahoma. Mr. Sims formerly served as a Trustee at the University of Central Arkansas and was Chairman of the Conway Christian School Board for 17 years. He is currently serving on the Board of Trustees at Ouachita Baptist University. Mr. Sims’ educational background in accounting, business, law and banking provides him a wide-ranging set of skills for the management of a public company such as Home BancShares. As Chief Executive Officer and President of Home BancShares and a long-time director and executive officer of both Home BancShares and Centennial Bank, he has extensive banking and executive experience and knowledge of the Company as well as expertise in many areas, including financial, corporate governance, risk assessment, and operational matters.

EXPERIENCE


Brian S. Davis		has served as the Chief Financial Officer and Treasurer of Home BancShares and Centennial Bank and as a director of Home BancShares and Centennial Bank since July 2015. He also serves as Chairman of the Asset/Liability Committee of Home BancShares. Mr. Davis joined Home BancShares in 2004 as Director ~~Since 2015~~

Brian S. Davis has served as the Chief Financial Officer and Treasurer of Home BancShares and Centennial Bank and as a director of Home BancShares and Centennial Bank since July 2015. He also serves as Chairman of the Asset/Liability Committee of Home BancShares. Mr. Davis joined Home BancShares in 2004 as Director of Financial Reporting and added Investor Relations Officer to his responsibilities in 2006. In 2010, he was promoted to Chief Accounting Officer while continuing to serve as Investor Relations Officer until his promotion to Chief Financial Officer and Treasurer in 2015. He is a Certified Public Accountant and has 27 years of banking experience, which includes serving as Vice President of Finance for Simmons First National Corporation, Controller of Simmons First Mortgage Company, and Assistant Vice President of Finance for Worthen Banking Corporation. Mr. Davis is a graduate of the University of Arkansas at Fayetteville. Mr. Davis has extensive experience in financial and accounting matters relating to banks and bank holding companies. Through his current and previous roles with the Company, he provides anof Financial Reporting and added Investor Relations Officer to his responsibilities in 2006. In 2010, he was promoted to Chief Accounting Officer while continuing to serve as Investor Relations Officer until his promotion to Chief Financial Officer and Treasurer in 2015. He is a Certified Public Accountant and has 28 years of banking experience, which includes serving as Vice President of Finance for Simmons First National Corporation, Controller of Simmons First Mortgage Company, and Assistant Vice President of Finance for Worthen Banking Corporation. Mr. Davis is a graduate of the University of Arkansas at Fayetteville.

SKILLS & EXPERTISE

Mr. Davis has extensive experience in financial and accounting matters relating to banks and bank holding companies. Through his current and previous roles with the Company, he provides an in-depth understanding of the Company’s financial condition on a current and historical basis, as well as knowledge and experience with internal controls, risk assessment, shareholder relations and management of the financial affairs of a public company.


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Proposal One – Election of Directors

MILBURN ADAMS

AGE: 77

DIRECTOR SINCE: 2011

COMMITTEES: Audit and Risk Committee and Compensation Committee

EXPERIENCE

Milburn Adams

has been a director of Home BancShares since October 2011 and a director of Centennial Bank (formerly First State Bank) since 2004. He was appointed to the Audit and Risk Committee and the Compensation Committee of Home BancShares in January 2012. Prior to Mr. Adams’ service with First State Bank, he spent 13 years with the Arkansas Department of Education, serving as an Area Supervisor of Special Education and Director ~~Since 2011~~

Milburn Adams has been a director of Home BancShares since October 2011 and a director of Centennial Bank (formerly First State Bank) since 2004. He was appointed to the Audit Committee and the Compensation Committee of Home BancShares in January 2012. Prior to Mr. Adams’ service with First State Bank, he spent 13 years with the Arkansas Department of Education, serving as an Area Supervisor of Special Education and Director of Evaluation and Admissions at the Arkansas School for the Deaf. This experience was followed by 19 years of service in the manufactured home business. From 1982 to 1986, he was responsible for the administration, sales, manufacturing, and distribution of manufactured homes throughout an eight state area as General Manager of Squire Homes. Mr. Adams was the President of Spirit Homes, Inc. of Conway, Arkansas, from 1986 to 1997. He served as a Division President of Cavalier Homes, Inc. from 1997 to 2000, when Spirit Homes was acquired by Cavalier Homes, Inc. of Alabama. From 2005 to the present, Mr. Adams has been an Operations Consultant for Reliance Health Care. Reliance, founded in 1998, provides administrative services to 41 skilled nursing facilities in Arkansas and Missouri. Mr. Adams is an experienced business person, managing and operating several businesses in the central Arkansas area and has substantial knowledge of the banking business through his over 14of Evaluation and Admissions at the Arkansas School for the Deaf. This experience was followed by 19 years of service in the manufactured home business. From 1982 to 1986, he was responsible for the administration, sales, manufacturing, and distribution of manufactured homes throughout an eight state area as General Manager of Squire Homes. Mr. Adams was the President of Spirit Homes, Inc. of Conway, Arkansas, from 1986 to 1997. He served as a Division President of Cavalier Homes, Inc. from 1997 to 2000, when Spirit Homes was acquired by Cavalier Homes, Inc. of Alabama. From 2005 to the present, Mr. Adams has been an Operations Consultant for Reliance Health Care. Reliance, founded in 1998, provides administrative services to 41 skilled nursing facilities in Arkansas and Missouri.

SKILLS & EXPERTISE

Mr. Adams is an experienced business person, managing and operating several businesses in the central Arkansas area and has substantial knowledge of the banking business through his over 15 years of service on the board of our bank subsidiary.

~~Robert~~ROBERT H. ~~Adcock, Jr.~~ADCOCK, JR.

~~Director~~

AGE: 72

DIRECTOR From 1998 to 2003 and Since 2007

COMMITTEES: Asset/Liability Committee

EXPERIENCE

Robert H. Adcock, Jr. has been a director since July 2007. Mr. Adcock served as Vice Chairman of Home BancShares from 2007 to 2019. He also serves on the Asset/Liability Committee of Home BancShares. Mr. Adcock is a co-founder of Home BancShares with Mr. Allison. He previously served as a director and Vice Chairman of Home BancShares from 1998 to 2003. In June 2003, Mr. Adcock stepped down from the Board of Directors of Home BancShares to become the Arkansas State Bank Commissioner. He was reappointed as Vice Chairman of Home BancShares in July 2007 upon completion of his four-year term as Arkansas State Bank Commissioner. Mr. Adcock retired from the First National Bank of Conway, Arkansas, in 1996 after more than 20 years of service. He presently operates a farming operation in Gould (Lincoln County), Arkansas, and has many real estate holdings in the Conway, Arkansas, area.

SKILLS & EXPERTISE

Mr. Adcock has an extensive background in banking, and as a director and Vice Chairman of Home BancShares since July 2007. He also serves on the Audit Committee, Asset/Liability Committee and Nominating and Corporate Governance Committee of Home BancShares. Mr. Adcock is aco-founder of Home BancShares with Mr. Allison. He previously served as a director and Vice Chairman of Home BancShares from 1998 to 2003. In June 2003, Mr. Adcock stepped down from the Board of Directors of Home BancShares to become the Arkansas State Bank Commissioner. He was reappointed as Vice Chairman of Home BancShares in July 2007 upon completion of his four-year term as Arkansas State Bank Commissioner. Mr. Adcock retired from the First National Bank of Conway, Arkansas, in 1996 after more than 20 years of service. He presently operates a farming operation in Gould (Lincoln County), Arkansas, and has many real estate holdings in the Conway, Arkansas, area. Mr. Adcock has an extensive background in banking, and as a~~co-founder~~ of Home BancShares, he has a vast knowledge of the Company and our markets. His experience as Arkansas State Bank Commissioner gives him particular insight into regulatory matters affecting the Company and the bank, as well as contacts in the banking industry throughout Arkansas.

During our shareholder outreach in 2020, some shareholders expressed concerns with two of the Company’s directors, Robert H. Adcock, Jr. and Alex R. Lieblong, as reflected in the number of votes cast in favor of their election in 2020, with Messrs. Adcock and Lieblong each receiving less than 72% of the votes cast or withheld for their election. Below is a discussion of the Company’s response to these concerns and why the Board believes Messrs. Adcock and Lieblong remain important contributors to our Board and that their continued service on the Board is valuable to and in the best interests of the Company and ~~its operations, along with experience and understanding of shareholder and investor relations, which the Board believes are valuable to the Company.~~our shareholders.

The biography below of each of our executive officers who is not a member of our Board of Directors contains information regarding the person’s business experience, including but not limited to positions held currently or at any time during the last five years.

Russell D. Carter, III was named Executive Officer of Home BancShares in January 2018 and has served as a Regional President for Centennial Bank since 2013. He currently serves on the bank’s Executive Loan Committee and Executive Risk Committee and is Chairman of the bank’s regional board of directors for North Arkansas. Mr. Carter was appointed to the board of directors of the Federal Reserve Bank Memphis Branch in 2019. Mr. Carter has over 1920 years of banking experience and is a licensed attorney. He holds a Juris Doctor degree with honors from the University of Arkansas at Little Rock’s William H. Bowen School of Law and a bachelor’s degree in finance from Arkansas State University in Jonesboro, Arkansas. He is an alumnus of the Graduate School of Banking at Louisiana State University in Baton Rouge. Mr. Carter served as a state representative in the Arkansas House of Representatives from January 2009 to January 2015 and served as the Speaker of the House from January 2013 to January 2015.

Jennifer C. Floyd has served as the Chief Accounting Officer of Home BancShares and Centennial Bank since July 2015. From July 2015 to May 2018, she also served as Investor Relations Officer for Home BancShares. Ms. Floyd joined the Company in June 2015 as Director of Financial Reporting. She began her career with Deloitte & Touche, LLP in 1997, primarily auditing public and private financial institutions, and served as Senior Manager until joining the Company. Ms. Floyd is a Certified Public Accountant and a graduate of Harding University in Searcy, Arkansas, where she received a bachelor’s degree in accounting and marketing.

Kevin D. Hester joined Centennial Bank (formerly First State Bank) in 1998 as Executive Vice President of Lending and became Chief Lending Officer of Home BancShares in 2010. He has more than 3335 years of banking experience. From 1985 to 1998, Mr. Hester held various positions at First Commercial Corporation, including Executive Vice President of Lending at First Commercial’s Kilgore, Texas, affiliate. Mr. Hester is a graduate of the University of Central Arkansas with a bachelor’s degree in accounting and is an honor graduate of the National Commercial Lending School in Norman, Oklahoma. He is a former board member of the National Association of Government Guaranteed Lenders (NAGGL) and is still active within the organization.

J. Stephen Tipton was appointed to serve as the Chief Operating Officer of Home BancShares and Centennial Bank in August 2015. Mr. Tipton ~~most recently~~previously served as a Regional Vice President of Centennial Bank. He began his banking career in 2005 and joined Centennial Bank in 2006. Prior to becoming Regional Vice President, Mr. Tipton served as Director of Credit Risk Management during 2013 and as a Commercial Lender from 2009 to 2012. Mr. Tipton has a vast array of experience in retail, business development, lending and acquisitions. He is a graduate of the University of Arkansas at Fayetteville.

The Board of Directors has the responsibility to serve as the trustee for the shareholders. It also has the responsibility for establishing broad corporate policies and for the overall performance of the Company. The Board, however, is not involved inday-to-day operating details. Members of the Board are kept informed of the Company’s business through discussion with the Chief Executive Officer, Chief Financial Officer and other officers, by reviewing analyses and reports sent to them quarterly, and by participating in Board and Committee meetings.

We believe that good corporate governance helps ensure that the Company is managed for the long-term benefit of its shareholders. We continue to review our corporate governance policies and practices, corporate governance rules and regulations of the Securities and Exchange Commission (the “SEC”), and the listing standards of the NASDAQ Global Select Market on which our common stock is traded. The Board has adopted various corporate governance guidelines and policies to assist the Board in the exercise of its responsibilities to the Company and its shareholders. The guidelines and policies address, among other items, director independence and director qualifications. You can access and print our corporate governance guidelines and policies, including the charters of our Audit and Risk Committee, Compensation Committee, Nominating and Corporate Governance Committee, our Corporate Code of Ethics for Directors, Executive Officers and Employees and other Company policies and procedures required by applicable law or regulation on our website atwww.homebancshares.com under the caption “Investor Relations”/“~~Corporate Profile”~~Overview”/“Governance Documents.”

NASDAQ rules require that a majority of the directors of NASDAQ-listed companies be “independent.” An “independent director” generally means a person other than an officer or employee of the listed company or its subsidiaries, or any other individual having a relationship, which, in the opinion of the listed company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Certain categories of persons are deemed not to be independent under the NASDAQ rules, such as persons employed by the listed company within the last three years, and persons who have received (or whose immediate family members have received) payments exceeding a specified amount from the listed company within the last three years, excluding payments that are not of a disqualifying nature (such as compensation for board service, payments arising solely from investments in the listed company’s securities, and benefits under atax-qualified retirement plan). NASDAQ rules impose somewhat more stringent independence requirements on persons who serve as members of the audit committee or the compensation committee of a listed company.

Of the fifteen persons who currently serve on our Board of Directors, we believe that Messrs. Adams, Adcock, Ashley, Beebe, Engelkes, Hinkle, Lieblong, Longe, Rankin, Ross and ~~Mrs.~~Ms. Garrett are “independent” for purposes of NASDAQ rules. Messrs. Allison, Davis, French ~~and Sims~~ and Ms. Townsell are not considered independent because they are officers of Home BancShares. The Board has also determined that no member of the Audit and Risk Committee, Compensation Committee or Nominating and Corporate Governance Committee has any material relationship with the Company (either directly or indirectly as a partner, shareholder or officer of an organization that has a relationship with the Company) and that all members of these committees meet the criteria for independence under the NASDAQ listing standards.

The Board of Directors believes that it should maintain the flexibility to select its leadership structure from time to time based on the criteria that it deems to be in the best interests of the Company and its shareholders. At this time, the offices of the Chairman of the Board and the Chief Executive Officer are combined, with Mr. Allison serving as Chairman and CEO. The Board believes that combining the Chairman and CEO positions is the right corporate governance structure for the Company at this time because it most effectively utilizes Mr. Allison’s extensive experience and knowledge of the Company and the industry and provides for the most efficient leadership of our Board and Company. However, while the Board has ~~since 2009 separated~~recently combined the positions of Chairman and ~~Chief Executive Officer (“CEO”). The primary purpose~~CEO of ~~installing~~our holding company, the Company maintains a separate CEO ~~in addition to the Chairman was~~and President of our bank subsidiary. The Board believes that having a separate CEO of our bank subsidiary serves to facilitate and strengthen the succession of management of the ~~Company. This separation of Chairman~~Company and ~~CEO also~~ allows for greater oversight by the Board of the ~~Company by the Board.~~ Company’s operations.

The Board is actively involved in oversight of risks that could affect the Company. This oversight is conducted primarily through committees of the Board, as disclosed in the description of each of the committees below and in the charters of each of the committees, but the full Board has retained responsibility for general oversight of risks. The Board satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company.

We have adopted a Code of Ethics that applies to all of our directors, officers, and employees. We believe our Code of Ethics is reasonably designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of conflicts of interest, full, fair and accurate disclosure in filings and other public communications made by us, compliance with applicable laws, prompt internal reporting of ethics violations, and accountability for adherence to the Code of Ethics. This Code of Ethics is published in its entirety on our website atwww.homebancshares.com under the caption “Investor Relations”/“~~Corporate Profile”~~Overview”/“Governance Documents.” We will post on our website any amendment to this code and any waivers of any provision of this code made for the benefit of any of our senior executive officers or directors.

We have a policy that all Company directors, officers and other employees who possess material nonpublic information regarding the Company should refrain from trading in put and call options on the Company’s securities. We believe these types of hedging instruments create an enticement for abusive trading and can give the unwelcome appearance of betting against the Company.

The business of the Company is managed under the direction of the Board of Directors, who meet on a regularly scheduled basis during the calendar year to review significant developments affecting the Company and to act on matters that require Board approval. Special meetings are also held when Board action is required on matters arising between regularly scheduled meetings. Written consents to action without a meeting may be obtained if the Company deems it more appropriate.

All members of the Board are strongly encouraged to attend each meeting of the Board and meetings of the Board committees on which they serve, as well as the Annual Meeting. The Board of Directors held four regularly scheduled meetings and ~~one~~two special ~~meeting~~meetings during calendar year ~~2018.~~2020. During this period each of our current Board members participated in at least 75% of the aggregate of the meetings of the Board and the Board committees on which the director served during the period in which the member served as a ~~director, with the exception of Mr. Lieblong.~~director. In addition, all of the current Board members attended the Company’s Annual Meeting in ~~2018.~~2020. As a safety precaution due to the COVID-19 pandemic, our non-employee Board members attended the 2020 Annual Meeting by teleconference. Our “Director Attendance Policy” is published on our website atwww.homebancshares.com under the caption “Investor Relations”/“~~Corporate Profile”~~Overview”/“Governance Documents.”

Our Board of Directors has four standing committees: the Audit and Risk Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Asset/Liability Committee. Committee members are elected annually by the Board and serve until their successors are elected and qualified or until their earlier resignation or removal.

The following table discloses the Board members who serve on each of the Board’s committees and the number of meetings held by each committee during calendar year ~~2018.~~2020.

The Audit and Risk Committee assists the Board in fulfilling its oversight responsibility relating to the integrity of our accounting and financial reporting processes and our financial statements, our compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of our internal audit function and our independent ~~auditors.~~auditors and our system of risk management. In fulfilling its duties, the Audit and Risk Committee, among other things:

The Board of Directors has adopted a written charter for the Audit and Risk Committee that meets the applicable standards of the SEC and NASDAQ. A copy of the Audit and Risk Committee Charter is published on our website atwww.homebancshares.com under the caption “Investor Relations”/“~~Corporate Profile”~~Overview”/“Governance Documents.”

The Audit and Risk Committee is comprised of Jack E. Engelkes, Chairman, Milburn Adams, ~~Robert H. Adcock, Jr.,~~Karen E. Garrett, James G. Hinkle, ~~Karen E. Garrett,~~Alex R. Lieblong and Thomas J. ~~Longe and Alex R. Lieblong.~~Longe. The Board has determined that each member of the Committee satisfies the independence requirements of the NASDAQ listing standards and applicable SEC regulations, that each member of the Committee is financially literate, knowledgeable and qualified to review financial statements, and that Mr. Engelkes and ~~Mrs.~~Ms. Garrett each has the attributes of an “audit committee financial expert” as defined by the regulations of the SEC.

The Compensation Committee aids the Board in discharging its responsibility with respect to the compensation of our executive officers and directors. The Compensation Committee is responsible for evaluating and approving the Company’s compensation plans and policies and for communicating the Company’s compensation policies to shareholders in our annual proxy statement. In fulfilling its duties, the Compensation Committee, among other things:

The Board of Directors has adopted a written charter for the Compensation Committee that meets the applicable standards of the SEC and NASDAQ. The Compensation Committee Charter is published on our website atwww.homebancshares.comunder the caption “Investor Relations”/“~~Corporate Profile”~~Overview”/“Governance Documents.”

The Compensation Committee is comprised of Mike D. Beebe, Chairman, Milburn Adams, Richard H. Ashley, Jack E. Engelkes and Jim Rankin, Jr. The Board has determined that each member of the Committee satisfies the independence requirements of the NASDAQ listing standards and qualifies and as an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and as a “nonemployee director” for purposes of Rule16b-3 under the Securities Exchange Act of 1934, as amended.

The Compensation Committee charter authorizes the Committee to delegate to subcommittees of the Committee any responsibility the Committee deems necessary or appropriate. The Committee shall not, however, delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.

The Chairman and CEO, after consulting with executive officers and others, makes recommendations to the Committee regarding the form and amount of compensation paid to each executive officer. Additionally, the Chairman and CEO, our Chief Operating Officer (“COO”) and the CEO of our bank subsidiary attend the Committee meetings and answer questions and provide information to the Committee as requested. This normally includes a history of the primary compensation components for each executive officer, including an internal pay equity analysis. The Committee then considers the recommendations of the Chairman and CEO, the information provided by the COO and the CEO of our bank subsidiary, historical compensation of each executive, and other factors. Based on this information, the Committee sets the compensation for the executive officers and reports its decisions to the Board of Directors. The executive officers do not make any recommendations with regard to director compensation. Although the executive officers are involved in the process of evaluating compensation, including their own, the final decision is made by the Committee or the Board. The Committee understands the inherent conflict in obtaining information from the Chairman and CEO and other executive officers, but believes that this information is valuable in determining the appropriate compensation. The Chairman and CEO is not present during the Committee’s deliberations or voting regarding his compensation.

Historically, the Committee meets subsequent to year end to finalize discussion regarding the Company’s performance goals for the previous and current year with respect to performance-based compensation to be paid to executive officers and to approve its report for the annual proxy statement. These goals are approved within 90 days of the beginning of the year. Eacheach year in December and/or January ~~the Committee generally discusses~~to discuss any new compensation issues, the compensation, bonus and incentive plan award analyses and, if applicable, the engagement of a compensation consultant for annual executive and director compensation. The Committee also meets in December and/or January ~~to:~~

Management also advises the full Board, including the Committee members, throughout the year of new issues and developments regarding executive compensation.

During ~~2018,~~2020, Messrs. Adams, Ashley, Beebe, Engelkes and Rankin served as members of the Compensation Committee. None of these five directors during ~~2018~~2020 or at any previous time served as an officer or employee of Home BancShares or our bank subsidiary. During ~~2018,~~2020, none of our executive officers served as a director or member of the compensation committee (or group performing equivalent functions) of any other entity for which any of our independent directors served as an executive officer.

The Nominating and Corporate Governance Committee develops and maintains the corporate governance policies of the Company. The Committee’s responsibilities include, among other things:

The Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee that meets the applicable standards of the SEC and NASDAQ. The Nominating and Corporate Governance Committee Charter is published on our website atwww.homebancshares.com under the caption “Investor Relations”/“~~Corporate Profile”~~Overview”/“Governance Documents.”

The Nominating and Corporate Governance Committee is comprised of Jim Rankin, Jr., Chairman, James G. Hinkle, Alex R. Lieblong ~~Chairman, Robert H. Adcock, Jr.,~~and Thomas J. ~~Longe and Jim Rankin, Jr.~~Longe. The Board has determined that all members of the Committee satisfy independence requirements of the NASDAQ listing standards. The Nominating and Corporate Governance Committee met on January ~~18, 2019,~~21, 2021, to select director nominees ~~(except Ms. Townsell, who was subsequently nominated by the Board)~~ to be voted on at the Annual Meeting.

The Nominating and Corporate Governance Committee Directorship Guidelines and Selection Policy outlines the qualifications the Committee looks for in a director nominee. Generally, the candidate should possess:

More specifically, the Nominating Committee seeks candidates who possess various qualifications, skills, or other factors it deems appropriate. These factors may include leadership experience in business or other relevant fields, knowledge of the Company and the financial services industry, experience in serving as a director of another financial institution or public company generally, education, wisdom, integrity, analytical ability, familiarity with and participation in the communities served by the Company and its subsidiaries, commitment to and availability for services as a director, and any other factors the Committee deems relevant.

In addition, the Board of Directors has adopted a policy under which a director will not be eligible to stand forre-election once he or she has reached 75 years of age or if he or she will reach the age of 75 during the first six months of the calendar year in which he or she is to stand forre-election. However, our Board of Directors has granted a waiver of this mandatory retirement age to Milburn Adams and John W. Allison until the Company’s ~~2020~~2022 Annual Meeting of Shareholders.

After assessing and considering prevailing business conditions of the Company, legal and listing standard requirements for Board composition, the size and composition of the current Board, and the skills and experience of current Board members, any of the Chairman, the Nominating Committee or any Board member may identify the need to add a Board member or to fill a vacancy on the Board. The Committee identifies qualified director nominees from among persons known to the members of the Committee, by reputation or otherwise, and through referrals from trusted sources, including senior management, existing Board members, shareholders and independent consultants hired for such purpose. The Committee may request that senior officers of the Company assist the Committee in identifying and assessing prospective candidates who meet the criteria established by the Board. The Committee will consider director candidates recommended by shareholders in accordance with the procedures set forth in the Company’s policy regarding director recommendations by shareholders. This policy is described above under the caption “Can a Shareholder Nominate a Director?” and is published on our website atwww.homebancshares.com under the caption “Investor Relations”/“~~Corporate Profile”~~Overview”/“Governance Documents.” The Committee intends to evaluate any candidate recommended by a shareholder in the same manner in which it evaluates candidates recommended by other sources, according to the criteria described below.

The Nominating Committee evaluates candidates based upon the candidate’s qualifications, recommendations, or other relevant information, which may include a personal interview. The Nominating Committee has determined that the Board as a whole must have the right diversity, mix of characteristics and skills for the optimal functioning of the Board in its oversight of the Company. The Board believes it should be comprised of persons with skills in areas such as banking, finance, accounting, sales and marketing, law, strategic planning and leadership of large, complex organizations. The Nominating Committee prefers a mix of background and experience among the Board’s members but does not follow any ratio or formula to determine the appropriate mix. Rather, it uses its judgment to identify nominees whose backgrounds, attributes and experiences, taken as a whole, will contribute to the high standards of Board service to the Company. Since 2017, the Board has elected Karen E. Garrett and Larry W. Ross, who are both considered independent directors, and Donna J. Townsell to the Board, resulting in increased gender and racial diversity of our Board members and broadening the Board’s expertise and imparting fresh new perspectives.

In addition to the targeted skill areas, the Nominating Committee looks for a strong record of achievement in key knowledge areas that it believes are critical for directors to add value to a Board including:

The Committee meets to consider and approve the candidates to be presented to the Board. The Committee then presents its proposed nominees to the full Board. The Board considers the recommendations of the Committee and approves candidates for nomination.

The Nominating and Corporate Governance Committee Directorship Guidelines and Selection Policy is published on our website atwww.homebancshares.comunder the caption “Investor Relations”/“~~Corporate Profile”~~Overview”/“Governance Documents.”

Our Asset/Liability Committee consists of Brian S. Davis, Chairman, Robert H. Adcock, Jr., John W. Allison, Richard H. Ashley, Mike D. Beebe, Tracy M. French, Karen E. Garrett, ~~C. Randall Sims and~~ Jim Rankin, ~~Jr.~~Jr and Donna Townsell. The Asset/Liability Committee meets quarterly and is primarily responsible for:

The following table sets forth elements of compensation awarded to or paid by us to our directors, other than our directors who are named executive officers, during the fiscal year ended December 31, ~~2018:~~2020:

During ~~2018,~~2020, we paid the following compensation to each of ournon-employee directors and our Chairman for their service on the holding company Board and Board committees:

Only ournon-employee directors and our Chairman of the Board received committee attendance fees during ~~2018.~~2020. In addition, on January ~~19, 2018,~~27, 2020, we granted each of our then-serving~~non-employee~~ directors, ~~1,500~~other than our Chairman of the Board, 3,000 restricted shares of our common stock which will vest annually in three equal installments beginning on January ~~19, 2019.~~27, 2021. The compensation paid to our Chairman of the Board and our other employee directors who are named executive officers of the Company is included in the Compensation Discussion and Analysis and the related executive compensation tables in this Proxy Statement.

Banking Transactions.Most of our directors and officers, as well as the firms and businesses with which they or members of their immediate families are associated, are customers of our bank subsidiary. Our bank subsidiary has engaged in a variety of loan transactions in the ordinary course of business with individuals and their families and businesses, and it is anticipated that such transactions will occur in the future. In the case of all such related party transactions in ~~2018,~~2020, each transaction was approved by either the Audit and Risk Committee, the Nominating and Corporate Governance Committee, the Board of Directors or the bank subsidiary’s board of directors. These loans were made in the ordinary course of business on substantially the same terms, including interest rates and collateral requirements, as those prevailing at the time for comparable loans with persons not related to us. In the opinion of our management, those loan transactions do not involve more than a normal risk of collectability or present other unfavorable features.

We believe that all extensions of credit by our bank subsidiary to its directors and officers and to directors and officers of the Company, either directly or as guarantors, were made in conformity with the requirements of Federal Reserve Board Regulation O. As of December 31, ~~2018,~~2020, the aggregate amount outstanding on these loans, including available borrowings, was approximately ~~$56.6~~$68.8 million, of which approximately ~~$39.4~~$38.7 million was attributable to the largest borrowing relationship. None of these loans arenon-accrual, past due 90 days or more, restructured or potential problems.

Other Transactions. We lease certain properties from persons who are members of our Board. During ~~2018,~~2020, the aggregate payments we made, directly or indirectly, to each of these directors for the various leases were less than $120,000. We believe the terms of each of these transactions are no less favorable to us than we could have obtained from an unaffiliated third party.

We expect we will continue to engage in similar banking and business transactions in the ordinary course of business with our directors, executive officers, principal shareholders and their associates. All proposed related party transactions are presented to the Nominating and Corporate Governance Committee of our Board of Directors for consideration and approval. The Committee does not currently have any formal policies or procedures with respect to its review, approval, or ratification of related party transactions, but considers each related party transaction or proposed related party transaction on acase-by-case basis. According to its charter, the Committee follows the definition of “related party transaction” provided in the SEC’s regulations under the Securities Act of 1933.

Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires each director, officer, and any individual beneficially owning more than 10 percent of the Company’s common stock to file reports on Forms 3, 4, and 5 disclosing beneficial ownership and changes in beneficial ownership of the common stock of the Company with the SEC within specified time frames. These specified time frames require Form 3 filings to be made within 10 days after the person becomes a reporting person. Changes in ownership generally must be filed on Form 4 within two business days of the transaction. Based solely on ~~information provided to~~a review of such reports filed electronically with the ~~Company by~~SEC and written representations from the individual directors and officers that no other reports were required, we believe that all our Section 16 filers complied with the filing requirements during the fiscal year, except that one Form 4 to report the purchase of shares of common stock by Milburn Adams and two Form 4 filings to report a sale and two purchases, respectively, of shares of common stock by Jim Rankin, Jr. were not filed timely.

The following table sets forth certain information as of January 31, ~~2019,~~2021, concerning the number and percentage of shares of our common stock beneficially owned by our directors, our named executive officers, and all of our directors and executive officers as a group, and by each person known to us who beneficially owned more than 5% of the outstanding shares of our common stock.

Information in this table is based upon “beneficial ownership” concepts described in the rules issued under the Exchange Act. Under these rules, a person is deemed to be a beneficial owner of any shares of our common stock if that person has or shares “voting power,” which includes the power to vote or direct the voting of the shares, or “investment power,” which includes the right to dispose or direct the disposition of the shares. Thus, under the rules, more than one person may be deemed to be a beneficial owner of the same shares. A person is also deemed to be a beneficial owner of any shares as to which that person has the right to acquire beneficial ownership within 60 days from January 31, ~~2019.~~2021.

Except as otherwise indicated, all shares are owned directly, and the named person possesses sole voting and investment power with respect to his or her shares. The address for each of our directors and named executive officers is c/o Home BancShares, Inc., 719 Harkrider Street, Suite 100, Conway, Arkansas 72032.

The following Compensation Discussion and Analysis provides information regarding the Company’s compensation program for our “named executive officers.” Our “named executive officers” for ~~2018 are C. Randall Sims, CEO and President, Brian S. Davis, CFO and Treasurer,~~ 2020 are:

Specific information regarding the compensation paid to each named executive officer is disclosed in the Summary Compensation Table and the other compensation tables that follow beginning on page 3152 of this proxy statement. All references to shares of our common stock and to our diluted earnings per share in this Compensation Discussion and Analysis and in the tables and narrative that follow under “Executive Compensation” have been adjusted to reflect the2-for-1 split of our common stock paid to our shareholders on June 8, 2016. ~~The discussion below includes an overview~~

After many years of consistently strong (from 89% to 99%) shareholder support of the Company’s executive compensation program, our “say-on-pay” resolution received only 45.9% support at our 2020 Annual Meeting.

Although this vote is advisory and non-binding, the Compensation Committee of our Board of Directors and our entire Board of Directors took these results very seriously. As a consequence of this result, the Company reached out to shareholders representing over 45 million of our outstanding common shares to obtain specific feedback regarding executive compensation-related concerns. This outreach effort involved our Chairman John Allison, Compensation Committee Chair Mike Beebe and Director of Investor Relations Donna Townsell.

In response to this feedback, the Compensation Committee has implemented a number of enhancements to our executive compensation ~~philosophy~~programs, and ~~guiding principles,~~we have enhanced our disclosure regarding the factors considered by the Committee in establishing our executive compensation programs, our CEO transition in late 2019 and the history of the compensation paid to our Chairman and CEO.

A summary of the key areas of feedback we received and how we responded is provided in the chart below.

Our Chairman of the Board, CEO and President, John W. Allison, co-founded the Company in 1998 and has served as executive Chairman of the Board throughout the Company’s history. Mr. Allison has provided invaluable strategic direction and management of a talented team of bankers leading the Company to exponential growth since its founding, the successful completion of over 20bank and loan portfolio acquisitions, and sustained strong financial performance that included a period of over 30 consecutive quarters of record quarterly earnings and resulted in Centennial Bank’s recognition in the Forbes’ “Best Banks in America” rankings for 7 years in a row, including the #1 Best Bank in America for 2018 and 2019. In addition to his role as Chairman of the Board, Mr. Allison served as the Company’s Chief Executive Officer from 1998 to 2009.

During the first 10 years of the Company’s history, Mr. Allison declined to receive a salary or bonus as Chairman and CEO and instead relied on dividends and appreciation in the value of his existing stock holdings and stock option awards in an effort to best align his interests with those of our shareholders. Based on a recommendation by the Compensation Committee, the Company began paying Mr. Allison an annual base salary beginning on November 1, 2008, and made him eligible for an annual discretionary cash bonus in light of the Company’s performance under his leadership over those first 10 years. Since 2014, following the Company’s 2013 acquisition of Liberty Bancshares, which represented the then largest ever merger of two Arkansas-based banks, the Compensation Committee has awarded a majority of Mr. Allison’s compensation in the form of equity awards of restricted stock. The purposes of these equity awards have been to maintain alignment of the Chairman’s interests with those of our shareholders, appropriately reward him for his strategic leadership in the Company’s growth and performance, and provide total compensation at a level that is generally comparable to the Company’s peers.

In 2009, Mr. Allison decided to step down from his role in the day-to-day management of the Company, and the Board of Directors promoted C. Randall Sims, then CEO and President of the Company’s bank subsidiary, Centennial Bank, to be the Company’s Chief Executive Officer, while Mr. Allison remained in the executive Chairman’s role. Mr. Sims served as Chief Executive Officer of both the Company and Centennial Bank until January 2015, when Tracy M. French was promoted to President and CEO of Centennial Bank. Mr. Sims remained Chief Executive Officer of the Company until his retirement in November 2019.

Upon Mr. Sims’ retirement, the Board of Directors determined it was in the best interests of the Company and its shareholders to reappoint Mr. Allison as the Company’s CEO and President while the Board continues to evaluate the Company’s long-term management succession plans. Mr. Allison did not receive any additional compensation in connection with his re-assumption of the CEO role. Therefore, while Mr. Allison’s total compensation in 2019 was higher than Mr. Sims’ 2018 total compensation, reflecting Mr. Allison’s strategic vision and leadership as the Company’s executive Chairman, the Company believes that certain pay-for-performance analytical models utilized by Institutional Shareholder Services (ISS) comparing the Company’s CEO compensation over a specified

time period to the Company’s total shareholder return (TSR) over the same period present an inaccurate and distorted picture of the Company’s executive compensation practices. The Company also believes that TSR does not always accurately reflect the performance of the Company or our management team nor appropriately take into account macroeconomic factors that are beyond the Company’s control.

The Compensation Committee believes Mr. Allison’s compensation appropriately reflects his contributions and responsibilities to the Company’s growth and performance and incentivizes strong future performance in a manner that aligns with shareholder interests. The Committee also noted that Mr. Allison’s total compensation in 2019 and 2020 was below the median of 2019 total CEO compensation among the Company’s peer group discussed below.

Following the 2020 say-on-pay vote results, the Compensation Committee has reexamined its efforts to align our executive compensation, particularly for our CEO, with the interests of our shareholders by using a compensation mix of both fixed and variable components, and by delivering value to executives that reward performance. In addition to a fixed base salary with benefits, limited executive perquisites and certain pension benefits and other compensation, the Committee has enhanced the variable components of our executive pay program by:

As a significant portion of the CEO’s total compensation consists of long-term equity awards (approximately 62% in 2020), these changes will significantly increase the portion of the CEO’s compensation that is variable and at-risk beginning in 2021.

The Compensation Committee recognizes the importance of compensation and ~~a summary~~performance and seeks to reward performance with cost-effective compensation that aligns employee efforts with the business strategy of ~~our executive~~the Company and with the interest of the shareholders. The Committee also recognizes that the compensation ~~awards for 2018.~~should assist the Company in attracting and retaining key executives critical to its long-term success.

~~Our compensation program is designed~~The following principles guide the Committee:

Salary payments to our named executive officers during 2018 ranged from $310,000 to $450,000, which compares to a range of $295,000 to $410,000 in 2017. For 2018, we paid annual cash bonuses to each of the named executive officers in amounts ranging from 8.1% to 111.5% of the executive’s 2018 base salary. These cash bonus awards were based primarily on the officers’ contributions to the Company’s substantial net income growth in 2018 of $165.3 million, or 122.4%, the completion of the acquisition of Shore Premier Finance and being named the top bank on Forbes’ 2018 “Best Banks in America” list.

~~The~~ Compensation Committee ~~utilizes the Company’s Amended~~Role and Restated 2006 Stock Option and Performance Incentive Plan for issuing long-term equity incentive awards to our executive officers as a means to reward past performance, provide a long-term incentive for future performance and align management with the interests of our shareholders. The Committee uses long-term equity incentive awards most frequently in the compensation of our Chairman, Mr. Allison, to maintain close alignment between his interests and those of our shareholders and to reward his leadership in the growth and success of the Company. Mr. Allison remains the Company’s largest individual shareholder, owning 3.92% of our outstanding common stock. The Compensation Committee has historically issued annual awards of restricted shares of our common stock to our Chairman, including in each of the past three years. These awards have primarily reflected and provided incentive for Mr. Allison’s continued leadership in connection with the Company’s successful bank acquisitions and strong financial performance during this period and the preceding years. In 2018, the Committee awarded Mr. Allison 125,000 restricted shares to vest in two installments over a three-year period. In January 2019, the Committee granted Mr. Allison 150,000 restricted shares to vest in three annual installments over a three-year period.

The Compensation Committee also periodically issues long-term equity incentive awards to our other named executive officers, with its recent practice being to issue such awards approximately every three years. The Committee utilizes both stock options and restricted shares subject to either time-based vesting or performance goals, or a combination of performance-based and time-based vesting. In July 2018, the Committee granted equity incentive awards to Messrs. Sims, Davis, French and Hester and other key Company and bank employees. The awards to our named executive officers represent an aggregate of 375,000 shares of our common stock consisting of 125,000 performance-based restricted shares and 250,000 performance-based stock options. Vesting of these awards is subject to the Company’s achievement of average adjusted diluted earnings per share of $0.50 per share for four consecutive quarters or $2.00 total adjusted diluted earnings per share over four consecutive quarters, with vesting to occur over a five-year period following attainment of the performance goal. The Committee issued similar equity awards to Messrs. Davis, French and Hester in August 2015 representing an aggregate of 480,000 shares of our common stock consisting of restricted shares, performance-based restricted shares and performance-based stock options. Vesting of these awards was subject to a specified diluted earnings per share goal, which was met on December 31, 2016, and additional fixed vesting over a five-year period following the achievement of the performance goal. From time to time, the Committee grants additional restricted stock and stock option awards to our named executive officers, other than our Chairman, in certain circumstances. No such awards were granted in 2018.

The Committee believes its practices with respect to the issuance of equity awards to our named executive officers provide appropriate long-term performance incentives and further align the interests of our executive officers with those of our shareholders.

The Compensation Committee, composed entirely of independent directors, administers the Company’s executive compensation program. The role of the Committee is to oversee the Company’s compensation and benefit plans and policies, administer its stock plans, and review and approve annually all compensation decisions related to the named executive officers and our Board members. The Committee reports its compensation decisions to the Board for their review or recommends such decisions for approval by the Board.

The Committee recognizes the importance of compensation and performance and seeks to reward performance with cost-effective compensation that aligns employee efforts with the business strategy of the Company and with the interest of the shareholders. The Committee also recognizes that the compensation should assist the Company in attracting and retaining key executives critical to its long-term success.

The Committee receives updates on our business results from management and reviews historical and projected financial information as necessary to assess whether executive compensation continues to be properly balanced with and supportive of our business objectives. The Committee may also review various financial and operating data, compensation information, ~~including reported revenue, profit levels,~~ market capitalization and disclosed governance practices regardingcomparably-sized bank holding companies in a peer group to assess our comparative performance and ~~organizational~~compensation structure. The Committee uses management updates and peer information as tools to evaluate the connection between executive compensation and our performance as a business. ~~This~~The Committee has historically reviewed this information ~~is reviewed~~ in a subjective ~~manner. There is~~manner with no ~~implied~~ direct or formulaic linkage between peer information and our compensation decisions.

The Committee ~~takes~~may evaluate various financial performance criteria such as net income, earnings per share, return on assets, growth in assets (including through acquisitions), asset quality, return on equity, net interest margin, efficiency ratio, net cash flow and other metrics, as well as regulatory capital ratios and examination results. The Committee believes that the ~~view that appropriate connections between~~following metrics in particular are key indicators of the Company’s financial performance and has most closely evaluated these measures, in addition to the overall earnings results and asset growth of the Company, in establishing incentive compensation decisions:

Based on these reports and assessments, the Committee annually evaluates both the short-term and long-term performance compensation for the named executive officers to ensure alignment with our business objectives. The Committee also works closely with management regarding long-term equity incentives, including performance-based equity awards, which emphasize shareholder returns while providing enhanced retention value for key executives.

Because the Compensation Committee believes the metrics listed above are key drivers of the Company’s earnings results and value for the Company’s shareholders, the Committee utilized these measures specifically in evaluating our named executive officers’ performance for 2020 and in designing the Company’s 2021 performance-based incentive programs. While total shareholder return (TSR) can be a useful measure in aligning compensation with shareholder value, the Committee believes that macroeconomic factors, overall market volatility and other external forces which can affect a company’s stock price from period to period substantially limit the effectiveness of TSR in evaluating whether the Company’s performance is in line with its strategic goals.

In comparing the Company’s performance to its peers, the Compensation Committee has designated a broad-based peer group of 65 companies consisting of all U.S. banks and bank holding companies with $10 billion to $50 billion in total assets, excluding banks and bank holding companies in Puerto Rico as well as companies and institutions that are not traditional banks primarily offering both depository and lending services. The Committee believes evaluating performance against a larger peer group of comparably-sized institutions aligns with the Company’s expectations of being a strong performing bank nationally, including among institutions with considerably greater assets or market capitalization.

The Committee in the past has compared total compensation levels for the executive officers to the compensation paid to executives in a peer group. The Committee annually considers the need for a peer analysis and reviews peer compensation as the Committee deems necessary. In 2019, the Committee informally reviewed and considered certain internally-compiled peer company compensation data in determining the base salary increases for 2020. The Committee ~~did not perform a peer compensation review or engage a compensation consultant during 2018 to advise the Committee on setting the compensation of our executive officers. For 2018, the Committee~~also evaluated and considered the overall performance and achievements of the Company and our bank subsidiary, as well as each executive’s individual performance and the Chairman’s recommendation for such executive (other than himself). The Committee did not target 2020 salaries or total compensation to any particular benchmark based on a peer group.

~~Consideration~~For 2021, the Committee utilized a peer group of ~~Shareholder Advisory“Say-on-Pay”~~ ~~Vote~~six comparable banks and bank holding companies to review and analyze our Chairman and CEO’s compensation as compared to market practices. This group of banking organizations was compiled by considering banks with total assets within a range of approximately $10 billion to $50 billion and selecting a subset based on regional geographic proximity, including two Arkansas-based peers, and 2019 financial performance in certain key metrics.

AtThe Company believes this peer group is representative of those companies that are regional leaders in their markets and with which the Company competes for executive talent. The members of this peer group are:

The Compensation Committee did not target 2021 salaries or total compensation to any particular benchmark based on this peer group. However, the Committee believes that the Chairman and CEO’s total compensation should be generally comparable and competitive with other similarly situated banking companies who the Company competes with for customers and executive talent and with whom the Company performs on a comparable level. The Committee analyzed the 2019 compensation amounts and practices of the peer group CEOs and observed that Mr. Allison’s annual total compensation in 2019 and 2020 was below the median of the 2019 annual total compensation of the peer group CEOs. For more accurate comparability, Western Alliance’s Executive Chairman and former CEO, whose 2019 total compensation was less than that of their the current CEO, was substituted in place of Western Alliance’s current CEO. Based on this analysis, the Committee determined not to make any significant changes in the potential compensation amounts for our ~~Annual Meeting~~Chairman and CEO for 2021.

For our other named executive officers, the Committee informally reviewed and considered internally-compiled compensation data, the overall performance and achievements of the Company and our bank subsidiary, each executive’s individual performance, experience level and contributions to the Company’s performance, as well as the Chairman’s recommendation for such executive in ~~2018,~~determining the ~~shareholders approved,~~base salary increases for 2021.

The Compensation Committee did not engage a compensation consultant during 2020 to advise the Committee on ~~an advisory basis,~~setting the compensation of our ~~named~~ executive ~~officers~~officers.

On March 1, 2021, we entered into an employment agreement with our Chairman and CEO, John W. Allison, providing for ~~2017,~~his continued service as ~~disclosed in last year’s proxy statement (91.4% of votes cast). We value this endorsement by our shareholders of~~ our executive ~~compensation policies.~~Chairman or Chairman Emeritus over the next 10 years. The Compensation Committee ~~has considered~~believes that this agreement is necessary to set forth the ~~results~~terms of ~~this advisory vote on~~Mr. Allison’s continued service as executive compensation, and we have followed the same philosophy in determining our current executive compensation of maintaining competitive executive pay that rewards performance and encourages management to focus on the long-term growth and success of the Company ~~by providing them~~in light of all relevant factors, which include his leadership experience and history as the Company’s founding Chairman and CEO and largest individual shareholder, desired terms and conditions of his continued employment, and the strategic importance of his position with the Company. See Executive Compensation – Employment Agreements for a discussion of the terms of this agreement. We do not currently have an ~~equity stake in the Company that aligns their interests~~employment agreement with ~~our shareholders. The Company has included in this Proxy Statement a similar proposal providing for an advisory vote to approve the compensation~~any of our ~~executives in accordance with the shareholders’ recommendation.~~~~See~~ ~~“PROPOSAL TWO – ADVISORY(NON-BINDING)~~ ~~VOTE APPROVING EXECUTIVE COMPENSATION.”~~other named executive officers.

The Company tries to determine the proper mix of base, short-term and long-term incentive compensation. In our markets there are a number of national, regional and community banks. The competition for experienced executives in banking is strong. The Committee understands that being a public company that can offer equity incentives and a community banking philosophy puts the Company in a competitive position for strong management. The public market for the stock and its easily accessible value is a positive factor in aligning management’s interest with that of the shareholders and making them meaningful stakeholders.

Base salaries historically have been targeted at comparable levels for peer companies and adjusted to recognize varying levels of responsibility, individual performance, ~~individual banking region~~Company performance ~~if appropriate~~ and internal equity issues. The Committee reviews the base salaries of the executive officers annually. This base salary provides the foundation for a total compensation package that is required to attract, retain and motivate the officers. Generally, base salaries are not directly related to specific measures of performance, but are determined by experience, the scope and complexity of the position, current job responsibilities, and salaries of competing banks. The Committee did not use specific benchmarking but did informally review peer compensation data in ~~2018. Base~~determining annual base salaries for ~~our named executive officers in 2018 ranged from $310,000~~2020 and 2021.

In January 2020, the Committee approved a 21.8% annual base salary increase for ~~Mr. Sims as CEO of~~ the ~~holding company to $450,000 for Mr. French as~~ CEO of our bank subsidiary, ~~which reflect~~Mr. French, following his election as Chairman of our bank subsidiary in November 2019. The Committee approved base salary increases of approximately 5%2.4% to 10% over our named executive officers’ base salaries in 2017. Base salaries for our named executive officers for 2019, approved by the Committee in January 2019, reflect an increase of 12.5% for our Chairman and increases of approximately 2.0%11.1% for each other named executive officer.

~~Short-term~~In May 2020, our Chairman and CEO, Mr. Allison, voluntarily reduced his annual base salary by $100,000, or 20%, to $400,000 following the results of our 2020 say-on-pay vote. On March 1, 2021, the Company entered into an employment agreement with Mr. Allison for his continued service as our executive Chairman under which he will receive an annual base salary of $500,000 beginning in 2021 or such greater amount as the Committee may determine from time to time. The terms of the Chairman’s employment agreement (the “Chairman’s Agreement”) are discussed in more detail under Executive Compensation – Employment Agreements below. In approving the Chairman’s Agreement, the Committee decided to restore Mr. Allison’s annual base salary to his initial 2020 base salary level based on his leadership, experience and direction, while maintaining a salary level that is generally below comparable peer group salaries in light of other elements of his total compensation.

(1) Mr. Allison voluntarily reduced his 2020 base salary to $400,000 effective May 8, 2020.

An annual cash bonus plan is intended to reward individual performance for that year. The Compensation Committee evaluates a number of performance criteria for the Company or the bank and considers the overall profitability of the Company and our bank subsidiary before determining the awards. Specifically, the Committee reviews the individual performance of the officer, along with the goals and performance of the Company and the bank relative to the officer’s role and responsibilities. ~~For~~In evaluating our named executives, ~~who are officers of our bank subsidiary,~~ the Committee ~~reviews~~historically has reviewed criteria such as net income, earnings per share, return on assets, growth in assets (including through acquisitions), asset quality, return on equity, ~~gross~~net interest margin, ~~net income, operating income,~~efficiency ratio, net cash flow and other metrics, as well as regulatory capital ratios and examination results. In evaluating an executive officer of the parent, the Committee reviews the goals of the parent company including shareholder return, earnings per share, and the other criteria noted above. The final consideration is the overall profitability of the Company. The Committee then determines the amount of the awards. In each case, the Committee ~~makes~~historically has made the determination at their discretion as to the issuance and amount of any award.

Based on shareholder feedback following our 2020 Annual Meeting, the Compensation Committee reevaluated its approach to annual cash bonus awards and has established an annual cash incentive program based on specific performance criteria and payout formulas utilizing certain performance measures which the Committee and the Company have long viewed as key indicators of the Company’s overall financial strength and performance.

In determining the 2020 annual cash bonus awards, the Compensation Committee considered a combination of absolute and relative performance measures focused on certain Company financial metrics as well as an individual performance component. These measures focused on the Company’s 2020 financial results for return on average assets, return on tangible common equity (a non-GAAP measure), efficiency ratio, net charge-off ratio and net interest margin. While specific performance targets were not pre-established at the beginning of the 2020 performance year, the Committee evaluated the Company’s 2020 year-end performance for each metric compared to certain absolute and relative performance levels compared to a peer group that the Committee considered to be sufficiently rigorous and consistent with the Company’s high financial performance expectations. Relative performance criteria were measured against a peer group consisting of 65 banking organizations comprising all U.S. banks and bank holding companies with $10 billion to $50 billion in total assets, excluding banks and bank holding companies in Puerto Rico as well as companies and institutions that are not traditional banks primarily offering both depository and lending services.

The Committee determined that the Chairman and CEO should be eligible to receive an annual cash bonus representing up to 100% of his original 2020 annual base salary and our other named executive officers should be eligible to receive an annual cash bonus representing up to 50% of their 2020 annual base salaries, subject to the applicable performance criteria. In addition, the Committee determined that, if all the performance criteria were met, each named executive officer other than the Chairman and CEO would receive an additional cash bonus representing 10% of such executive’s 2020 base salary to be paid in January 2023 subject to continued employment as an additional long-term incentive for the executive’s continued service to the Company.

The various performance measures for 2020, including the targeted and actual performance level for each component, are provided in the table below.

(1) Return on average assets is calculated by dividing the Company’s net income by average total assets for the year. Return on average assets, as adjusted, is a non-GAAP measure which excludes fair value adjustment for marketable securities, special dividend from equity investment, provision for credit losses, branch write-off expense, unfunded commitment expense, outsourced special project expense and merger and acquisition expenses.

(2) Return on tangible common equity is a non-GAAP measure which is calculated by dividing the Company’s net income by the result of average equity minus average goodwill, core deposits and other intangible assets. Return on tangible common equity, as adjusted, excludes fair value adjustment for marketable securities, special dividend from equity investment, provision for credit losses, branch write-off expense, unfunded commitment expense, outsourced special project expense and merger and acquisition expenses.

(3) Efficiency ratio is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income. Efficiency ratio, as adjusted, is a non-GAAP measure which is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income, excluding fair value adjustment for marketable securities; gain (loss) on OREO; gain (loss) on branches, equipment and other assets, net; special dividend from equity investment; branch write-off expense; unfunded commitment expense; merger and acquisition expenses; and outsourced special project expense.

(4) Net charge-off ratio equals the percentage of the Company’s net charge-offs (recoveries) to average loans outstanding and is calculated by dividing net charge-offs to average loans outstanding.

(5) The individual performance component is evaluated at the Committee discretion based on the individual’s performance and contributions to the Company during the performance year.

(6) Because the peer group financial results as of December 31, 2020 were not yet available when the Committee met to determine 2020 bonus amounts, the Committee applied these performance measures based on the Company’s and the peer group’s performance as of and for the nine-month period ended September 30, 2020 to determine whether each applicable performance target was met. The bonus amounts awarded based on such performance measures are subject to clawback if the Committee determines that the performance measure was not satisfied once the peer companies’ fourth quarter financial results are received. Actual performance for the peer comparison performance measures is based on peer group data provided by S&P Global Market Intelligence. Peer company financial data does not include certain adjustments included in the Company’s calculation of its performance as described above.

(7) Net interest margin means the Company’s annualized net interest margin on a fully taxable equivalent, or FTE, basis.

The following table shows the eligible bonus award for each named executive officer, expressed as a percentage of annual base salary, and actual bonus award earned by each named executive officer based on the level of achievement of the Company’s performance metrics during 2020, in dollar amount and as a percentage of the executive’s base salary.

(1) For each named executive officer, other than Mr. Allison, subject to all performance criteria being met, the executive was eligible to receive an annual cash bonus representing 50% of the executive’s 2020 base salary payable immediately plus an additional cash bonus representing 10% of the executive’s 2020 base salary payable in January 2023.

(2) Based on Mr. Allison’s original 2020 base salary of $500,000. Mr. Allison voluntarily reduced his annual base salary by $100,000, or 20%, to $400,000 effective May 8, 2020.

On March 1. 2021, the Compensation Committee adopted the Company’s 2021 Performance-Based Executive Incentive Plan (the “Executive Incentive Plan’) which formalizes the annual cash incentive program utilized by the Committee in determining the 2020 annual cash bonus awards and establishes pre-determined performance goals for the 2021 performance year. The Executive Incentive Plan utilizes the same performance measures, weighting and payout amounts and structure as described above in connection with the 2020 annual cash bonuses, based on 2021 annual base salaries for ~~2018~~each executive. The performance measures may be adjusted to exclude unusual or infrequently occurring items and the effects of changes in applicable laws or accounting principles as the Committee deems appropriate.

The Executive Incentive Plan provides for potential incentive cash bonuses of up to 100% of 2021 annual base salary for the Chairman and CEO and up to 50% of 2021 annual base salary for each other named executive officer, plus an additional cash bonus amount equal to 10% of ~~our~~base salary for the named executive officers ~~in amounts ranging~~other than the Chairman and CEO if all performance criteria are met, which is payable three years from ~~8.1% to 111.5%~~the beginning of the performance period. The additional bonus is designed to serve as an additional long-term incentive for each executive’s ~~2018 base salary. These~~continued service with the Company.

As with the 2020 bonuses, if the Committee has received the 2021 year-end financial results for the Company but year-end financial results for the peer group are not yet available, the Committee may apply the peer comparison performance measures based on the Company’s and the peer group’s performance as of and for the nine-month period ended September 30, 2021 to determine whether each applicable performance target was met. If any bonus amounts are awarded based on September 30^th peer performance comparisons, any such bonus amounts will be subject to clawback if the Committee determines that the performance measure was not satisfied once the peer companies’ fourth quarter financial results are received. Certain performance measures may be adjusted to exclude unusual or infrequently occurring items and the effects of changes in applicable tax laws or accounting principles as the Committee deems appropriate.

Under the clawback provision of the Executive Incentive Plan, all bonus amounts paid will also be subject to clawback in the event the Company restates its financial statements and the Committee determines that the cash bonus ~~awards were~~paid to the executive officer would not have been paid had it been based ~~primarily~~ on the ~~officers’ contributions~~restated results, in the Committee’s discretion if the cash bonus award would not have been made had the Committee known of an action or omission by the executive, or otherwise if required under any Company clawback policy in effect from time to the Company’s substantial net income growth in 2018 of $165.3 million, or 122.4%, the completion of the acquisition of Shore Premier Finance and being named the top bank on Forbes’ 2018 “Best Banks in America” list.time.

Consistent with the Company’s philosophy that favors compensation based upon performance, ~~long-term incentives comprise a significant~~the Compensation Committee believes equity incentive awards are an important component of total compensation. ~~In 2012,~~The Committee utilizes the ~~Board of Directors adopted and the shareholders approved the~~Company’s Amended and Restated 2006 Stock Option and Performance Incentive Plan (the “Plan”)~~. In 2016~~ to grant shares of restricted stock and ~~2018, the shareholders approved amendments~~nonqualified stock options to our directors, executive officers and other key employees in an effort to link future compensation to the ~~Plan to increase the number of shares authorized for issuance under the Plan, and in 2017, the shareholders reapproved the material terms~~long-term financial success of the ~~performance goals under the Plan. The purpose of the Plan is~~Company. Equity-based awards granted to our executive officers and other key employees and are intended to attract and retain highly qualified officers ~~directors,~~ and key employees, to provide incentives to enhance job performance and to encourage those ~~employees~~persons to improve our business ~~results. The Plan is administered by our Compensation Committee. Subject~~results, and to enable them to participate in the ~~terms~~long-term growth and success of the ~~Plan,~~Company through an equity interest in the ~~Committee may select participants to receive awards, determine the types, terms and conditions of awards and interpret provisions of the Plan.~~Company.

~~It is the policy of the Committee to award grants with an exercise price set at the fair market value on the date of the grant.~~ The Company does not have a formal policy, but has an established practice described below, with respect to the granting of equity compensation. The Company does not have a policy or practice of timing option or restricted stock grants to coordinate with the release of materialnon-public ~~information.~~ information or timing the release of such information to affect the value of executive compensation. The Committee evaluates opportunities under the Plan along with the annual setting of salaries and awarding ~~bonuses.~~bonuses and from time to time considers and grants awards to executive officers and key employees at other times during the calendar year in conjunction with the establishment of new Company-wide strategic goals or other circumstances. The Committee will also consider awards under the Plan if appropriate in recruiting a new employee.

~~The~~Historically, the Committee has ~~historically used~~granted both regular (time-based) and performance-based restricted shares and nonqualified stock options. Awards granted on a regular (or fixed) basis carry a set vesting schedule based on a certain time period as determined by the Committee. Performance-based awards are payable in recognition of achievement of certain annual and/or cumulative performance goals of the Company or our bank subsidiary based on one or more designated performance criteria over a period of time of at least one year.

Performance-based equity awards granted by the ~~following business criteria,~~Committee have historically been based on ~~a consolidated basis~~quarterly, annual and/or ~~with respect to specified banking regions (except with respect to the total shareholder return and~~cumulative diluted earnings per share ~~criteria),~~or asset growth targets designed to align with corporate strategic goals and incentivize record-setting earnings performance or the successful completion of strategic acquisitions. The Committee may, however, consider various financial performance measures similar to the criteria evaluated in connection with the Company’s annual cash bonus program in establishing performance targets or in determining the size of equity compensation awards. The equity awards (both fixed and performance-based) typically have been based on a vesting period of three to seven years. Under the Plan, the Committee must certify in writing that all performance goals and other material terms of a performance-based award have been met before the named executive officer may receive payment for ~~performance-based awards:~~such award.

Prior to 2018, the Company’s stock option grants and certain restricted stock awards to covered employees were generally intended to comply with Section 162(m) of the Internal Revenue Code. Section 162(m) places a limit of $1,000,000 on the compensation that a publicly held corporation may deduct in any one year with respect to its principal executive officer, principal financial officer and the next three most highly compensated executive officers whose compensation is required to be disclosed in the company’s annual proxy statement (referred to as covered employees). Historically, there was an exception to this $1,000,000 limitation for performance-based compensation that meets certain requirements, and the principal financial officer was excluded from the definition of a covered employee. Effective January 1, 2018, the Tax Cuts and Jobs Act amended Section 162(m) to eliminate the exception for performance-based compensation and to make compensation paid to the principal financial officer now subject to the $1,000,000 deduction limitation. The amendments to Section 162(m) include a grandfather clause applicable to compensation paid pursuant to a written binding contract in effect on November 2, 2017 that is not materially modified after such date. The Compensation Committee does not have a specific policy with regard to Section 162(m). However, the Amended and Restated 2006 Stock Option and Performance Incentive Plan contains certain provisions designed to facilitate the deductibility of performance-based compensation in accordance with Section 162(m). The Company generally believes its stock option and performance-based restricted stock awards granted before November 2, 2017 have met those requirements and, as such, are deductible.

~~Historically, the Committee has granted both regular and performance-based nonqualified stock options.~~Equity Awards granted on a regular (or fixed) basis carry a set vesting schedule based on a certain time period as determined by the Committee. Performance-based awards are payable in recognition of achievement of certain annual and/or cumulative performance goals of the Company or our bank subsidiary based on one or more of the criteria described above over a period of time longer than one year. The Committee may also grant restricted stock under the Plan based on the criteria described above. The restricted period for such shares may be subject to the satisfaction of Company or individual performance objectives but may not be less than one year. If the restricted shares are not subject to any such performance objectives, the restricted period may not be less than three years.

~~Under the Plan, the Committee must certify in writing that all of the performance goals~~Chairman and other material terms of a performance-based award have been met before the named executive officer may receive payment for such award. The performance-based awards have historically been based on quarterly, annual and/or cumulative diluted earnings per share or asset growth targets. The Committee may confer with the Audit Committee as necessary when confirming achievement of performance goals. The equity awards (both fixed and performance-based) typically have been based on a vesting period of three to five years.CEO

Generally, the Committee ~~utilizes annual~~grants awards of restricted ~~stock awards in the compensation of~~shares to our Chairman and CEO, Mr. Allison, ~~who remains~~on an annual basis in January of each year. As the Company’s founding Chairman and CEO and largest individual shareholder, owning ~~3.92%~~approximately 4.1% of our outstanding common stock, the Committee believes that Mr. Allison’s total compensation should be comprised largely of equity-based compensation.

During the first 10 years of the Company’s history, Mr. Allison declined to receive a salary or bonus as Chairman and CEO of the Company and instead relied on dividends and appreciation in the value of his existing stock holdings and stock option awards in an effort to best align his interests with those of our shareholders. Since 2014, following the Company’s 2013 acquisition of Liberty Bancshares, which represented the then largest ever merger of two Arkansas-based banks, the Compensation Committee has awarded a majority of Mr. Allison’s compensation in the form of equity awards of restricted stock. The ~~Committee believes~~purposes of these equity awards ~~help~~have been to maintain ~~close~~ alignment of ~~our~~the Chairman’s interests with those of our shareholders, ~~and~~ appropriately reward him for his strategic leadership in the Company’s growth and ~~success~~performance, and provide total compensation at a level that is generally comparable to the Company’s peers.

The Committee has historically evaluated the Company’s performance and Mr. Allison’s individual performance for the prior fiscal year in determining the size of the ~~Company.~~annual restricted stock grant for Mr. Allison. The Committee also considers shareholder return during the past year and Mr. Allison’s overall compensation as part of its analysis. The Committee believes Mr. Allison’s total compensation should be generally comparable to total compensation of other CEOs and Executive Chairmen in the Company’s peer group and that a significant portion of his total pay should consist of stock-based compensation.

The Committee has not significantly increased the size of the annual equity awards to Mr. Allison in the past three years. Mr. Allison received 150,000 restricted shares of our common stock in each of 2020 and 2019 and 125,000 shares in 2018. The Committee also awarded Mr. Allison 150,000 restricted shares on February 8, 2021, two-thirds of which are subject to performance conditions described below and one-third of which is subject to time-based vesting. The Committee believes the size of these awards appropriately reflects Mr. Allison’s continued strong leadership and the Company’s continued high performance levels, as indicated in

the annual cash bonus plan metrics described above, while maintaining his total compensation at a level generally comparable to his peers and taking into account the Company’s stock price and total shareholder return during this period.

The annual restricted stock awards to Mr. Allison have historically been granted on a fixed-basis with vesting to occur on a “cliff” basis or in annual installments over a three-year period. In response to shareholder feedback following the 2020 Annual Meeting, the Committee has adopted a new performance-based equity compensation program set forth in an Executive Chairman Agreement entered into with Mr. Allison on March 1, 2020 (the “Chairman’s Agreement”). The terms of the Chairman’s Agreement provide that Mr. Allison is eligible to receive annual equity incentive awards beginning in 2021 of up to 150,000 shares of restricted stock. Two-thirds of Mr. Allison’s eligible annual award, or up to 100,000 shares, is subject to the satisfaction of the performance conditions over a three-year performance period with vesting to occur at the end of the performance period. The remaining one-third of the eligible award, or up to 50,000 shares, is time-based with vesting to occur on the third anniversary of the grant date. See Executive Compensation – Employment Agreements for more information regarding the terms of the Chairman’s Agreement.

The performance criteria for each portion of Mr. Allison’s 2021 performance-based shares as provided in the Chairman’s Agreement are similar to the peer comparison performance measures included in the 2021 Executive Incentive Plan, measured over the three-year performance period, with payouts to be determined based on the actual performance level for each metric relative to the peer group. The peer group under the Chairman’s Agreement is the same performance peer group as defined in the Executive Incentive Plan. The Committee believes these metrics closely align with the financial measures the Company emphasizes in driving robust earnings results which bring value to our shareholders. The Committee views these measures as more effective indicators of the Company’s and our Chairman’s performance than total shareholder return (TSR) given the impact that macroeconomic factors, overall market volatility and other external forces beyond the Company’s control can have on TSR. The Committee may, however, in its discretion designate different or additional performance conditions for future annual performance-based restricted stock awards granted to the Chairman after 2021.

Under the performance criteria set forth in the Chairman’s Agreement, the Committee set maximum performance goals at levels more rigorous than the Executive Incentive Plan to further incentivize superior financial performance consistent with the Company’s expectations and set differing vesting periods to provide optimal incentives for both annual and long-term performance. Depending on the extent to which the Company’s percentile rank against the peer group exceeds the minimum threshold for each applicable measure for the performance period, the numbers of shares vesting will be 50%, 75% or 100% of the original shares granted weighted according to each performance measure. The various performance measures and weighting for each component are provided in the table below.

(1) If the Committee has received the year-end financial results for the Company but year-end financial results for the peer group are not yet available, the Committee may apply the peer comparison performance measures based on the Company’s and the peer group’s performance as of and for the nine-month period ended September 30 of final year of the performance period to determine the level at which each applicable performance goal was met, if at all. If all or any portion of the award vests based on September 30^th peer performance comparisons, any such shares will be subject to clawback if the Committee determines that the performance measure was not satisfied once the peer companies’ fourth quarter financial results are received.

(2) May be adjusted to exclude unusual or infrequently occurring items and the effects of changes in applicable tax laws or accounting principles as the Committee deems appropriate.

(3) Net interest margin means the Company’s annualized net interest margin on a fully taxable equivalent, or FTE, basis.

(4) Return on tangible common equity is a non-GAAP measure which is calculated by dividing the Company’s net income by the result of average equity minus average goodwill, core deposits and other intangible assets.

(5) Efficiency ratio is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income.

(6) Return on average assets is calculated by dividing the Company’s net income by average total assets for the year.

The Chairman’s Agreement also provides that all equity awards granted to Mr. Allison under the agreement are subject to clawback in the event the Company restates its financial statements and the Committee determines that the shares vested to the executive officer would not have vested had the vesting been based on the restated results, if in the Committee’s discretion the stock award would not have been granted or vested had the Committee known of an action or omission of the executive, or otherwise if required under any Company clawback policy in effect from time to time.

The Compensation Committee does not have a practice of annual granting equity incentive awards to our named executive officers, other than our Chairman. The Committee issues ~~long-term~~ equity incentive awards to our other named executive officers on a less frequent basis, with its recent practice being to issue substantial equity awards to the executive group approximately every three years and selected awards from ~~time to time~~time-to-time to individual executives. These awards may be in the form of restricted shares or nonqualified stock options and may be granted on a regular (fixed) basis with time-based vesting or as performance-based awards subject to vesting upon the satisfaction of performance conditions.

~~During~~While equity incentive compensation represents an important component of the ~~past three years,~~Company’s overall executive compensation program and promotes alignment of our executives’ interests with our shareholders, the Committee ~~has granted~~believes that less frequent, more targeted equity grants to our other executives and key employees, which may be coordinated with specific Company-wide strategic performance initiatives, serve as an effective mechanism to incentivize superior long-term individual and Company performance. The Committee may also issue restricted shares or stock options in connection with an executive’s promotion or to reward or incentive other special performance, such as efforts in connection with a strategic acquisition or other operational initiatives. The Committee also considers recommendations from our Chairman as to awards for our other executive officers.

The last two significant series of equity grants to our ~~common stock to Mr. Allison in~~named executive officers, other than the ~~amounts~~Chairman, consisted primarily of 125,000 shares in January 2018, 112,500 shares in February 2017 and 140,000 shares in January 2016. In addition, the Committee awarded Mr. Allison 10,000 unrestricted bonus shares of our common stock in 2016 in lieu of a cash bonus for 2015. Theperformance-based restricted shares ~~granted in 2018 vest over three years in two equal installments beginning on the second anniversary of the grant date. This award was~~and stock options subject to “stretch” performance goals based ~~primarily~~ on the Company’s completion of three acquisitions, including the largest in the Company’s history, and strong adjusted earnings in 2017. The 2017 award is subject to both performance and time-based conditions under which the shares will “cliff” vest on the third anniversary of the grant date if either the Company’s total assets equalaverage or ~~exceed $12.5 billion at any fiscal quarter end within the three-year period or the Company has averaged $0.315~~cumulative diluted earnings per share, ~~for four consecutive quarters or $1.26 total diluted earnings per share over a period~~with additional time vesting requirements upon achievement of ~~four consecutive quarters within~~ the ~~three-year period. The alternative total asset growth and diluted earnings per share~~performance goal. These goals were ~~designed~~targeted to promote specific performance initiatives to achieve new levels of record Company earnings over at least a four-quarter period and intended to both provide an additional retention and performance incentive ~~toward~~for these executives and further align their interests with the ~~successful completion of the Company’s two then-pending acquisitions and the successful negotiation and completion of the Stonegate acquisition, along with maintaining strong quarterly~~

earnings. The total asset growth performance goal was met on September 30, 2017, and therefore, these shares will vest on February 22, 2020. The restricted shares granted to Mr. Allison in 2016 “cliff” vested on January 25, 2019. This award was based on his leadership in connection with our 2015 acquisitions, the formation of Centennial Commercial Finance Group, and the Company’s overall financial performance in 2015.

~~On January 18, 2019, the Committee awarded to Mr. Allison 150,000 restricted shares~~interests of our ~~common stock to vest in three equal annual installments beginning on January 18, 2020.~~shareholders.

In July 2018, the Committee granted ~~long-term equity incentive awards~~performance-based restricted shares and stock options to ~~Messrs. Sims, Davis, French and Hester~~our named executive officers, other than the Chairman, and other key Company and bank employees. The awards to our named executive officers consist of an aggregate of 125,000 restricted shares of our common stock subject to performance conditions and an aggregate of 250,000 performance-based stock options. Theemployees with a performance goal ~~for these awards will be met as~~ of ~~the end of the calendar quarter when the Company has achieved~~ average adjusted diluted earnings per share of $0.50 per share for four consecutive quarters or $2.00 total adjusted diluted earnings per share over a period of four consecutive quarters. In determining whether the performance goal has been met, the calculation of adjusted diluted earnings per share will excludeone-time ornon-reoccurring gains or losses. Once the performance goal has been met, the restricted shares will vest over five years in three equal annual installments beginning on the third anniversary of the date that the performance goal is met, and the stock options will vest in five equal annual installments beginning on the first anniversary of the date that the performance goal is met. These awards currently remain outstanding.

The ~~purposes of these awards were to provide an additional retention and performance incentive for these executives and to further align their interests with the interests of our shareholders. The~~Committee granted similar performance-based restricted shares ~~had a fair market value on the date of grant of $23.32 per share,~~ and ~~the~~ stock options ~~had a fair market value on the date of grant of $5.56 per share based on the Black-Scholes valuation method for stock options.~~

~~Prior to the July 2018 awards, the Committee most recently granted performance-based awards~~ to our named executive officers, other than ~~our~~the Chairman, and key Company and bank employees in August ~~2015, when the Committee awarded an aggregate of 65,000 performance-based restricted shares and 350,000 performance-based stock options to Messrs. Davis, French and Hester.~~2015. The performance goal for these awards consisted of average diluted earnings per share of $0.3125 per share for four consecutive quarters or $1.25 total diluted earnings per share over a period of four consecutive quarters. This performance goal was met as of December 31, 2016. As a result, the restricted shares ~~will~~ vest over five years in three equal annual installments beginning on December 31, 2019, and the stock options will vest in seven equal annual installments on each anniversary of the grant date, with the first installment vesting on December 31, 2016, the date the performance goal was met. ~~Additionally, on August 24, 2015, the~~The Committee also granted ~~the same executives an aggregate of 65,000~~ restricted shares subject to time (or fixed) vesting ~~which vest~~in connection with these performance-based awards. These shares vested over five years in three equal annual installments, with the first installment vesting on August 24, ~~2018.~~2018 and the final installment vesting on August 24, 2020.

~~In April 2016, Mr. Hester was also granted~~Additionally, in January 2020, the Board of Directors expanded the annual stock ~~options representing 20,000~~award for non-employee directors to include all directors other than the Chairman. Brian S. Davis and Tracy M. French each received 3,000 shares of ~~our common~~restricted stock in January 2020 in connection with their service as ~~part~~directors of ~~a Chairman’s Award presented to him and other selected employees at~~ the Company’s 2016 Annual Meeting of shareholders. The Chairman’s award also included a cash award of $10,000. The Committee did not issue any additional equity awards to our named executive officers during 2016, 2017 or 2018.Company. These shares vest in three equal annual installments beginning on January 27, 2021.

Post-Termination Benefits. We do not have any employment, salary continuation, or severance agreements currently in effect for any of our executive officers.

Chairman’s Retirement Plan. In 2007, our Board of Directors, based on a recommendation by the Compensation Committee, approved a Chairman’s Retirement Plan for our Chairman, John W. Allison. The Chairman’s Retirement Plan provides a supplemental retirement benefit to Mr. Allison of $250,000 per year for 10 consecutive years or until Mr. Allison’s death, whichever occurs later.

The benefits under the plan became 100% vested and commenced on Mr. Allison reaching age 65 in 2011. The vested benefits are payable over 10 years or Mr. Allison’s life, whichever is greater. If Mr. Allison dies during the 10 year guaranteed benefit period, his beneficiary will receive the remaining payments due during the guaranteed period. If he dies after the guaranteed benefit period, no further benefits will be paid. The annual benefit is paid in monthly installments.

Supplemental Executive Retirement Plan.Prior to our acquisition of Community Bank in 2003, Community Bank purchased life insurance policies on its President and Chief Executive Officer, Tracy M. French. The policies offset benefit expenses associated with a supplemental annual retirement benefit that grows on atax-deferred basis. A portion of the benefit is determined by an indexed formula. The balance of the benefit is determined by crediting interest on the accrued balances. The calculation for the benefit expense accrual is: insurance policy income minus opportunity cost plus interest. The opportunity cost is determined by the bank and is equal to the five

year average of the one year Treasury Bill rate. The bank (now Centennial Bank) retains the opportunity cost. Prior to Mr. French’s retirement, any earnings in excess of the opportunity costs are accrued to a liability reserve account for his benefit. At retirement, this liability reserve account is amortized with interest and paid out over a period of 15 years. If Mr. French dies while there is a balance in his account, this balance will be paid in a lump sum to Mr. French’s beneficiaries.

The life insurance benefit for Mr. French is being provided by an endorsement split dollar life plan. Upon the death of the executive, the death benefit payable is equal to 70% of the netat-risk life insurance portion (total benefit less cash value) of the policies insuring the life of Mr. French. The bank has all ownership rights in the death benefits and surrender values of the insurance policy on Mr. French. Its obligations under the retirement benefit portion of this policy are unfunded; however, the bank has purchased life insurance policies on Mr. French that are actuarially designed to offset the annual expenses associated with the benefit portion of the policy and will, given reasonable actuarial assumptions, offset all of the cost during Mr. French’s lifetime and provide a complete recovery of costs at death.

401(k) Plan.All our full- and part-time employees over the age of 21 are eligible to participate in our 401(k) Plan immediately. We contribute a matching contribution equal to 50% of the participants’ first 6% of deferred compensation contribution. In addition, we may make a discretionary contribution. No discretionary contributions were made during ~~2018.~~2020.

Health and Insurance Benefits.Our full-time officers and employees are provided hospitalization and major medical insurance. We pay a substantial part of the premiums for these coverages. All insurance coverage under these plans is provided under group plans on generally the same basis to all of our full-time employees. Also, we provide other basic insurance coverage including dental, life, and long-term disability insurance.

In 2004, First State Bank (now Centennial Bank) adopted an endorsement split-dollar life insurance plan which provides for the purchase of life insurance policies insuring the life of Mr. Allison. Both the bank and Mr. Allison have an interest in each of the policies, and therefore, this is classified as an endorsement split-dollar plan. Mr. Allison’s beneficiaries will be entitled to an amount equal to 50% of the netat-risk insurance portion of the total proceeds. The netat-risk portion is the total proceeds less the cash value of the policy. Mr. Allison recognizes the economic value of this death benefit each year on his individual income tax return. The beneficiaries of the policies are named by Mr. Allison and the bank will receive the remainder of the death benefit. The bank has all ownership rights in the death benefits and surrender values of the policies. The premium paid on June 4, 2004, for the policies was $4.8 million. Effective December 22, 2006, the death benefits payable under these policies split between the bank and Mr. Allison’s beneficiaries. If the death benefits were paid in ~~2018,~~2020, approximately ~~$7.4~~$9.2 million would behave been paid to the bank and approximately ~~$1.7~~$1.5 million would behave been paid to Mr. Allison’s beneficiaries.

The Company provided certain perquisites to executive management in ~~2018.~~2020. These perquisites included:

The Company owns a used airplane which it purchased in 2017 from Mr. Allison’s company, Capital Buyers. The Company also fromtime-to-time uses an additional airplane owned by Capital Buyers. ~~An employee~~Two employees of the Company ~~is a pilot~~are pilots and ~~flies~~fly the airplanes. Mr. Allison fromtime-to-time uses the airplanes and the ~~pilot~~pilots for personal travel, which may or may not occur during working hours. When the Company uses the Capital Buyers plane, Capital Buyers charges the Company for out of pocket expenses and other expenses attributable to use and maintenance of the aircraft.

Mr. Allison receives additional fees for his service as Chairman of the Board of Directors of the Company, which for ~~2018~~2020 included an annual retainer of ~~$8,000 and~~$10,000, a fee of ~~$4,000~~$6,000 for each holding company Board meeting attended and fees of $750 for each meeting of the Asset/Liability Committee attended. The fees for his service as Chairman of the Board are set by the Board of Directors. In addition, Mr. Allison ~~is Chairman of~~serves on the board of directors of the Company’s bank subsidiary and ~~serves on~~ each regional board of directors of the bank. He receives fees for his service on the board of directors and each regional board of the ~~bank.~~bank and certain bank committees. The fees for his service on each board are set by the respective boards of the bank. Mr. Allison earned a total of ~~$105,875~~$164,625 in fees for his service on the Board of Directors of the Company and the board of directors and regional boards of the bank during ~~2018,~~2020, including fees for his service on committees of the Company and bank boards.

Because Mr. Allison isretained these board and committee responsibilities in addition to resuming the ~~only named executive officer who received~~CEO role in November 2019 without any salary increase or additional compensation, the Board of Directors believes these director fees appropriately compensate Mr. Allison for ~~serving~~his services on the ~~Company’s or our~~various Company and bank ~~subsidiary’s~~ boards ~~of directors or~~and committees on ~~any committees of such boards during 2018.~~

~~OF THE BOARD OF DIRECTORS~~Report of the Compensation Committee of the Board of Directors

The following Compensation Committee Report should not be deemed filed or incorporated by reference into any other document, including the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report into any such filing by reference.

In accordance with its written charter, ~~which wasre-adopted~~ ~~in its current form by the Board of Directors on January 19, 2018,~~the Compensation Committee evaluates and approves the plans and policies related to the compensation of the Company’s executive officers and directors. A copy of the Compensation Committee charter is published on the Company’s website atwww.homebancshares.com under the caption “Investor Relations”/“~~Corporate Profile”~~Overview”/“Governance Documents.”

The Committee met ~~five~~six times in ~~2018~~2020 to discuss, among other items, the salaries, bonuses and other compensation of the senior executive officers and other key employees of the Company.

In determining the compensation of the executive officers for ~~2018,~~2020, the Committee, among other things, evaluated the performance of the Chairman and Chief Executive Officer and the other executive officers in light of corporate goals and objectives and reviewed the ~~Chairman’s~~Chairman and Chief Executive Officer’s compensation ~~recommendations.~~recommendations for the other executive officers. The Committee also set the bonuses to our named executive officers ~~for their~~based on the Company’s and each executive’s individual performance in ~~2018.~~2020.

The Compensation Committee reviewed and discussed with management the information provided in the preceding Compensation Discussion and Analysis section of this Proxy Statement. Based on its review and discussions with management, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and our Annual Report on Form10-K for the calendar year ended December 31, ~~2018,~~2020, for filing with the SEC.

The following table sets forth various elements of compensation earned by, awarded or paid to the individuals who served as our CEO, our CFO, and our three other most highly-compensated executive officers during the fiscal year ended December 31, ~~2018~~2020 (collectively, our “named executive officers”), for services rendered in each of the last three years.

Name and principal position	Year	Salary⁽¹⁾		Bonus⁽²⁾		Stock awards⁽³⁾		Option awards⁽³⁾		Non-equity incentive plan compensation			Change in pension value and non- qualified deferred compensation earnings			All other compensation				Total
John W. Allison,	2020	$	461,506	$	500,000	$	2,887,500	$	—		$	—		$	119,935		$	670,315	⁽⁴⁾	$	4,639,256
Chairman of the	2019		447,885		500,000		2,707,500		—			—			129,903			660,144			4,445,432
Board, CEO & President	2018		399,039		445,000		3,096,250		—			—			139,107			589,173			4,668,569
Brian S. Davis, Chief	2020		353,184		204,000		57,750		—			—			—			28,103	⁽⁵⁾		643,037
Financial Officer and	2019		331,214		165,000		—		—			—			—			35,794			532,008
Treasurer	2018		324,990		135,000		233,200		111,200			—			—			32,768			837,158
Tracy M. French,	2020		580,615		335,400		57,750		—			—			46,764			76,476	⁽⁶⁾		1,097,005
CEO & President of	2019		458,619		205,000		—		—			—			46,764			86,201			796,584
Centennial Bank	2018		448,461		205,000		1,749,000		834,000			—			44,676			62,816			3,343,953
Kevin D. Hester,	2020		408,183		235,800		—		—			—			—			33,009	⁽⁷⁾		676,991
Chief Lending	2019		383,260		185,000		—		—			—			—			41,170			609,430
Officer	2018		374,038		185,000		669,600		333,600			—			—			32,774			1,595,012
J. Stephen Tipton,	2020		388,196		225,000		—		—			—			—			50,707	⁽⁸⁾		663,903
Chief Operating Officer	2019		337,267		175,000		—		—			—			—			39,773			552,040

On March 1, 2021, we entered into an employment agreement with our Chairman and CEO in connection with his service as our executive Chairman (the “Chairman’s Agreement”). Under the terms of the Chairman’s Agreement, Mr. Allison will continue to serve as “Executive Chairman” of the Company until such time as either he or the Board determines that the he shall no longer serve as Executive Chairman at which time he will be appointed Chairman Emeritus. The Chairman’s Agreement terminates on December 31, 2030, unless earlier terminated under the terms of the agreement.

Executive Chairman. In connection with Mr. Allison’s service as our Executive Chairman, Mr. Allison will receive an annual base salary of $500,000, or such increased amount as may be determined by the Compensation Committee, and will be eligible to receive an annual cash incentive bonus in an amount up to 100% of his base salary, subject to the terms of the Company’s Executive Incentive Plan or any similar annual cash incentive program as may be adopted by the Company from time to time.

Mr. Allison is also eligible to receive equity incentive plan awards on an annual basis representing up to an aggregate of 150,000 shares of restricted stock beginning in 2021. Two-thirds of Mr. Allison’s eligible annual restricted stock award, or up to 100,000 shares, are subject to the satisfaction of performance conditions over a three-year performance period with vesting to occur at the end of the performance period. The remaining one-third of the eligible award, or up to 50,000 shares, is time-based with vesting to occur on the third anniversary of the grant date. The performance measures and goals for Mr. Allison’s 2021 equity incentive award are set forth in the agreement and are similar to the peer comparison performance measures included in the 2021 Executive Incentive Plan. See Compensation Discussion and Analysis – Equity Incentive Compensation above for a description of these performance measures and the applicable payout formula for each measure. The Chairman’s Agreement gives the Compensation Committee discretion to designate different or additional performance conditions for future annual performance-based restricted stock awards granted to Mr. Allison after 2021.

As Executive Chairman, Mr. Allison is also entitled to four weeks of paid vacation and has the right to participate in the Company’s medical and life insurance programs and other customary employee benefit plans.

The compensation and benefits to which Mr. Allison is entitled as Executive Chairman under the Chairman’s Agreement are based solely on his service in such capacity. Mr. Allison’s service as the Company’s CEO or in any other capacity will not entitle him to any additional compensation or benefits, nor will termination of his service in such additional capacity or capacities result in any decrease of his compensation and benefits as Executive Chairman.

Chairman Emeritus. Upon becoming Chairman Emeritus, Mr. Allison will continue to consult with and advise the Board and perform such other tasks and duties as requested by the Board and will be expected, to the extent reasonably practicable, to attend and participate in an advisory capacity in all Board meetings and those committee meetings for which his attendance is requested by the Board. As Chairman Emeritus, he will receive an annual base salary of $400,000 but will no longer be eligible to participate in any annual cash incentive bonus program or receive any new equity incentive awards. Any previously-issued equity incentive awards will continue to vest under the original terms of the awards. As Chairman Emeritus, Mr. Allison will continue to be employed by the Company and participate in the Company’s employee benefit plans and will continue to receive certain perquisites and benefits he received as Executive Chairman, including reimbursement of club dues. He will also continue to have access to his office and an administrative assistant at no cost and have access to the pilots retained by Company at his cost for any personal travel.

Death or Disability. In the event Mr. Allison’s employment is terminated due to his death or disability, Mr. Allison or his estate will be entitled to receive a lump sum payment in an amount equal to two times the Chairman Emeritus annual salary within 90 days after his death or disability. He or his estate will also be entitled to receive any annual cash bonus awards earned but not yet paid, any vested equity incentive awards granted pursuant to the Chairman’s Agreement, and continued group insurance coverage for Mr. Allison’s spouse until she reaches the age of 65. In addition, all unvested shares of restricted stock not subject to performance conditions will automatically vest upon Mr. Allison’s termination due to death or disability unless otherwise determined by the Compensation Committee.

For Mr. Allison’s outstanding performance-based equity incentive awards, a portion of such unvested shares will vest upon his death or disability based on and subject to satisfaction of the applicable performance measures for the completed years in the performance period prior to Mr. Allison’s death or disability as follows, unless otherwise determined by the Compensation Committee. If Mr. Allison’s death or disability occurs after the end of the second year of the performance period but before the end of the third year of the performance period for such award, two-thirds of any unvested shares under such award will automatically vest to the extent that the shares would have vested based on satisfaction of the applicable performance measures for the completed two-year period. If Mr. Allison’s death or disability occurs after the end of the first year of the performance period but before the end of the second year of the performance period for such award, one-third of any unvested shares under such award will automatically vest to the extent that the shares would have vested based on satisfaction of the applicable performance measures for the completed one-year period. If Mr. Allison’s death or disability occurs during the first year of the performance period, all shares under such award will be forfeited in their entirety.

Voluntary Resignation or Termination for Cause. Mr. Allison may voluntarily terminate his employment upon 30 days’ notice to the Board, provided that his resignation as Executive Chairman to become Chairman Emeritus will not be deemed a termination of employment under the Chairman’s Agreement. The Company may also terminate Mr. Allison’s employment at any time for “cause,” as defined in the agreement, by written notice of termination to Mr. Allison. In the event of a termination of Mr. Allison’s employment due to his voluntary resignation or the Company’s termination of his employment for cause, the Chairman’s Agreement will terminate, all unvested equity incentive awards granted under the agreement and unpaid annual cash bonus amounts will be forfeited, and the Company will have no obligation to pay any continued salary (after death or otherwise) or provide continued group insurance for Mr. Allison’s spouse. The agreement includes customary mutual non-disparagement provisions.

Clawback. The Chairman’s Agreement contains a clawback provision under which all performance-based cash bonuses and equity incentive awards issued under the Chairman’s Agreement will be subject to clawback (i) in the event the Company restates its financial statements and the Compensation Committee determines that the award paid or issued to Mr. Allison would not have been paid or vested had actual performance been based on the restated results; (ii) if the Committee determines that a performance measure was satisfied based on peer comparison data that does not include fourth quarter data and ultimately it is determined that the such measure was not satisfied once fourth quarter data is received; (iii) if the Committee determines in its reasonable discretion that an award would not have been made or vested had the Committee known of an action or omission of Mr. Allison; and (iv) under any Company clawback policy as may be in effect from time to time which may require the awards to be repaid or forfeited to the Company after they have been paid or issued.

We currently do not have any other employment, salary continuation or severance agreements in effect with any of our named executive ~~officers.~~officers, other than certain change-in-control agreements entered into with our named executive officers, other than the Chairman, on August 6, 2020, which are described below under Payments Upon Termination or Change-In-Control.

The number of shares authorized for issuance under the Home BancShares Amended and Restated 2006 Stock Option and Performance Incentive Plan, as amended (the “Plan”), is 13,288,000. In ~~2018,~~2020, there were ~~1,581,000~~no options granted pursuant to the Plan, and options to purchase ~~201,377~~80,864 shares were exercised. The Company granted restricted stock awards representing a total of ~~1,010,050~~263,890 shares of our common stock during ~~2018.~~2020. See ~~“COMPENSATION DISCUSSION AND ANALYSIS~~ Compensation Discussion and Analysis – Components of ~~Compensation”~~Compensation for more information on the Plan and the awards granted under the Plan.

The following table contains information about awards granted pursuant to the Plan to each of our named executive officers during the fiscal year ended December 31, ~~2018:~~2020:

The restricted shares granted to ~~Mr. Allison~~the named executive officers on January ~~19, 2018,~~27, 2020 will vest over three years in ~~50%~~33.3% installments beginning January ~~19, 2020. The equity awards granted~~27, 2021, and include dividend and voting rights prior to ~~Messrs. Sims, Davis, French and Hester on July 19, 2018, consist~~vesting. Information regarding the vesting of ~~restricted~~these shares ~~subject to performance conditions (“Performance Shares”) and performance-based stock options (“Performance Options”). The Performance Shares will vest over five years~~upon death, disability, termination of employment or a change in ~~three equal annual installments beginning on the third anniversary~~control of the ~~date that the performance goal~~Company is met, and the Performance Options will vest in five equal annual installments beginning on the first anniversary of the date that the performance goal is met. The performance goal for these awards will be met as of the end of the calendar quarter when the Company has achieved average adjusted diluted earnings per share of $0.50 per share for four consecutive quartersdescribed below under Payments Upon Termination or $2.00 total adjusted diluted earnings per share over a period of four consecutive quarters. In determining whether the performance goal has been met, the calculation of adjusted diluted earnings per share will exclude~~one-time~~Change-In-Control or~~non-reoccurring~~ ~~gains or losses.~~

~~(1)~~

(1)

Audit services include audit work performed in the preparation of our consolidated financial statements, as well as work that generally only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits, and attest services, and consultation regarding financial accounting and/or reporting standards.

~~(2)~~

(2)

Audit-related services are for assurance and related services that are traditionally performed by the independent auditor, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

~~(3)~~

(3)

Tax services include all services performed by the independent auditor’s tax personnel except those services specifically related to the audit of the consolidated financial statements, and includes fees in the areas of tax compliance, tax planning and tax advice.

~~(4)~~

(4)

Other fees are those associated with services not captured in the other categories. Other than the services for the third-party administration of the Company’s defined contribution plan, we generally do not request such services from the independent auditor.

Prior to the engagement, the Audit Committeepre-approves these services by category of service. The fees are budgeted and the Audit Committee requires the independent auditor and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent auditor for additional services not contemplated in the originalpre-approval. In those instances, the Audit Committee requires specificpre-approval before engaging the independent auditor.

The Audit Committee may delegatepre-approval authority to one or more of its members. The members to whom such authority is delegated must report, for informational purposes only, thepre-approval decisions to the Audit Committee at its next scheduled meeting.


www.homebancshares.com	64

Submission of Shareholder Proposals

~~SUBMISSION OF SHAREHOLDER PROPOSALS~~Submission of Shareholder Proposals

In order for a proposal by a shareholder to be included in the Company’s proxy statement and proxy form for an annual meeting of the Company’s shareholders, the proposal must: (1) concern a matter that may be properly considered and acted upon at the annual meeting in accordance with applicable laws, including our Bylaws and Rule14a-8 of the Securities Exchange Act of 1934; and (2) be received by the Company at its home office, 719 Harkrider Street, Suite 100, Conway, Arkansas 72032, Attention: ~~Holly A. McKenna,~~Donna J. Townsell, Secretary, not less than 120 calendar days before the anniversary of the date of the previous year’s proxy statement, or November ~~6, 2019,~~5, 2021, in the case of the Annual Meeting of Shareholders in ~~2020.~~2022. If no annual meeting was held the previous year and in any year in which the date of the annual meeting is moved by more than 30 days from the date of the previous year’s annual meeting, the proposal will be considered timely if received within a reasonable time before the Company begins to print and mail its proxy materials. Such shareholder proposals must also comply with the additional requirements of Rule 14a-8 of the Exchange Act (or any successor rule) to be eligible for inclusion in the proxy statement for the Annual Meeting of Shareholders in 2022.

InThe Company’s Bylaws provide that only such nominations of persons for the election of directors and such other business that have been properly brought before a shareholder meeting will be conducted. For business (including, but not limited to, director nominations) to be properly brought before an annual meeting by a shareholder, the shareholder must give written notice to the Secretary at the Company’s principal executive offices of the Company, and such notice must be received by the Secretary not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, in advance of the anniversary of the previous year’s annual meeting if such meeting is held on a day not more than 30 days before and not later than 60 days after the anniversary of the previous year’s annual meeting. With respect to any other annual meeting of shareholders, including in the event that the Company did not hold an annual meeting the previous year, the shareholder’s notice is timely only if it is delivered to the Secretary at the Company’s principal executive offices no earlier than the close of business on the 120th day prior to the annual meeting and no later than the later of the 90th day prior to the annual meeting and the 10th day after the Company publicly announces the date of the current year’s annual meeting. To be in proper written form, a shareholder’s notice to the Company’s Secretary must comply with all requirements contained in the Company’s Bylaws, a copy of which may be obtained upon written request to the Secretary of the Company.

Accordingly, in connection with our Annual Meeting of Shareholders in ~~2020, if we do~~2022, a shareholder intending to introduce a proposal or nominate a director but not ~~receive notice of a matter~~intending the proposal or ~~proposal~~nomination to be ~~considered~~included in the Company’s proxy materials for such Annual Meeting must provide written notice to the Secretary at the Company’s home office, 719 Harkrider Street, Suite 100, Conway, Arkansas 72032, Attention: Donna Townsell, Secretary, and such notice must be received by the Secretary not earlier than the close of business on December 16, 2021 and not later than the close of business on January ~~20, 2020, then the~~14, 2022. The persons appointed by our Board to act as proxy holders for such Annual Meeting (named in the form of proxy) will be allowed to use their discretionary voting authority with respect to any such matter or proposal properly presented for a vote at such meeting.

~~WHERE YOU CAN FIND MORE INFORMATION~~Where You Can Find More Information

We file reports, proxy statements, and other information with the SEC. You may view and print reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company, from the SEC website atwww.sec.gov.

SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE

MEETING ARE URGED TO VOTE BY TELEPHONE,

MAIL OR INTERNET.

IF YOU VOTE BY TELEPHONE OR THE INTERNET,

DONOT RETURN YOUR PROXY CARD

~~By Order of the Board of Directors~~

~~C. RANDALL SIMS~~

~~Chief Executive Officer and President~~



		~~Your vote matters – here’s how to vote!~~ ~~You may vote online or by phone instead~~By Order of ~~mailing this card.~~the Board of Directors
			~~Votes submitted electronically must be received by 1:00 a.m., Central Daylight Time, on April 18, 2019.~~
			~~Online~~ ~~Go to~~~~www.envisionreports.com/HOMB~~ ~~or scan the QR code – login details are located in the shaded bar below.~~JOHN W. ALLISON
			~~Phone~~ ~~Call toll free 1-800-652-VOTE (8683) within the USA, US territories~~Chairman and ~~Canada~~Chief Executive Officer

				~~Save paper, time and money!~~ ~~Sign up for electronic delivery at~~ ~~www.envisionreports.com/HOMB~~

~~Using a~~~~black ink~~~~pen, mark your votes with an~~X~~as shown in this example. Please do not write outside the designated areas.~~	☒


	65	www.homebancshares.com

Appendix A

Appendix A

Reconciliation of Non-GAAP Financial Measures

Our accounting and reporting policies conform to generally accepted accounting principles in the United States (“GAAP”) and the prevailing practices in the banking industry. However, this Proxy Statement contains financial information determined by methods other than in accordance with GAAP, including net income (earnings), as adjusted; return on average assets, as adjusted; and return on average tangible common equity excluding intangible amortization. We believe these non-GAAP measures and ratios, when taken together with the corresponding GAAP measures and ratios, provide meaningful supplemental information regarding our performance. We believe investors benefit from referring to these non-GAAP measures and ratios in assessing our operating results and related trends, and when planning and forecasting future periods. However, these non-GAAP measures and ratios should be considered in addition to, and not as a substitute for or preferable to, ratios prepared in accordance with GAAP. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the following tables.

Table 1: Net Income (Earnings), As Adjusted

(In thousands)

2020
GAAP net income available to common shareholders (A)

$
214,448

Adjustments:

Fair value adjustment for marketable securities

1,978

FDIC Small Bank Assessment Credit

—

Provision for credit losses ⁽¹⁾

112,264

Branch write-off expense

981

Unfunded commitment expense ⁽²⁾

16,989

Special dividend from equity investment

(10,185
)

Merger expenses

711

Hurricane expenses

—

Outsourced special project expense

1,092

Total adjustments

123,830

Tax-effect of adjustments ⁽³⁾

32,363

Adjustments after-tax

91,467

BOLI redemption tax

—

Total adjustments after tax (B)

91,467

Earnings, as adjusted (C)

$
305,915

(1)

The provision for credit losses for the year ended December 31, 2020 consists of the following components: provision for credit loss – investment securities: $842,000; provision for credit loss – acquired loans: $9.3 million; COVID-19 provision for credit loss - loans: $102.1 million.

(2)

The total amount of the unfunded commitment expense was due to an increase in the expected funding percentages for the Company’s unfunded commitments as well as an increase in the unemployment rate projections from January 1, 2020 to December 31, 2020, due to COVID-19, as the Company’s provisioning model is significantly tied to projected unemployment rates.

(3)

Blended statutory tax rate of 26.135% for 2020.

We had $1.00 billion total goodwill, core deposit intangibles and other intangible assets as of December 31, 2020. Because of our level of intangible assets and related amortization expenses, management believes return on average assets, as adjusted, and return on average tangible equity excluding intangible amortization are useful in evaluating our company. These calculations, which are similar to the GAAP calculation of return on average assets and return on average equity are presented in Tables 2 and 3, respectively.


www.homebancshares.com	A-1

Appendix A

Table 2: Return on Average Assets, As Adjusted

(Dollars in thousands)

Year Ended
December 31,

2020
Return on average assets:  A/C

1.33
%

Return on average assets excluding fair value adjustment for marketable securities, FDIC
   Small Bank Assessment Credit, provision for credit losses, branch write-off expense,
   unfunded commitment expense, special dividend from equity investment, merger
   expenses, hurricane expense, outsourced special project expense and BOLI redemption
   tax: (ROA, as adjusted) (A+B)/C

1.90

(A) Net income

$
214,448

(B) Adjustments after-tax

91,467

(C) Average assets

16,137,294

Table 3: Return on Average Tangible Common Equity, Excluding Intangible Amortization

(Dollars in thousands)

Year Ended

December 31, 2020
Return on average equity: A/C

8.57
%

Return on average tangible equity excluding intangible amortization: B/(C-D)

14.59

(A) Net income

$
214,448

(B) Earnings excluding intangible amortization

218,765

(C) Average equity

2,503,200

(D) Average goodwill, core deposits and other intangible assets

1,004,157


	A-2	www.homebancshares.com

Votes submitted electronically must be received by 1:00 a.m., Central Daylight Time, on April 15, 2021. Online Go to www.envisionreports.com/HOMB or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/HOMB Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual Meeting Proxy Card 123456789012345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. qA The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3.1. Election of Directors: For Withhold For Withhold For Withhold 01 - John W. Allison 04 - Robert H. Adcock, Jr.07 - Jack E. Engelkes 02 - Brian S. Davis 05 - Richard H. Ashley 08 - Tracy M. French 03 - Milburn Adams 06 - Mike D. Beebe 09 - Karen E. Garrett 10 - James G. Hinkle 11 - Alex R. Lieblong 12 - Thomas J. Longe 13 - Jim Rankin, Jr. 14 - Larry W. Ross 15 - Donna J. Townsell 2. Advisory (non-binding) vote approving the Company’s executive compensation. For Against Abstain 3. Ratification of appointment of BKD, LLP as the Company’s independent registered public accounting firm for the next fiscal year. For Against Abstain 4. Transact such other business as may properly come before the meeting or any adjournments thereof. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. D ate (mm/dd/yyyy) — Please print date below. 493114 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 JNT 1UPX03E7WB

~~The Board of Directors recommends a voteFOR~~ ~~all the nominees listed andFOR~~ ~~Proposals 2, 3 and 4.~~

~~Election of Directors:~~

~~For~~

~~Withhold~~

~~For~~

~~Withhold~~

~~For~~

~~Withhold~~

~~01 - John W. Allison~~

☐

~~02 - C. Randall Sims~~

☐

~~03 - Brian S. Davis~~

☐

~~04 - Milburn Adams~~

☐

~~05 - Robert H. Adcock, Jr.~~

☐

~~06 - Richard H. Ashley~~

☐

~~07 - Mike D. Beebe~~

☐

~~08 - Jack E. Engelkes~~

☐

~~09 - Tracy M. French~~

☐

~~10 - Karen E. Garrett~~

☐

~~11 - James G. Hinkle~~

☐

~~12 - Alex R. Lieblong~~

☐

~~13 - Thomas J. Longe~~

☐

~~14 - Jim Rankin, Jr.~~

☐

~~15 - Donna J. Townsell~~

☐

For

Against
Abstain

For

Against
Abstain
2. Advisory (non-binding) vote approving the Company’s executive compensation.

☐

☐

☐

3.

Approval of an amendment to the Company’s Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000.

☐

☐

☐

4. Ratification of appointment of BKD, LLP as the Company’s independent registered public accounting firm for the next fiscal year.

☐

☐

☐
5. Transact such other business as may properly come before the meeting or any adjournments thereof.


B		~~Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.~~
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.


~~Date (mm/dd/yyyy) — Please print date below.~~		~~Signature 1 — Please keep signature within the box.~~				~~Signature 2 — Please keep signature within the box.~~


//

Important notice regarding availability of proxy material for the annual meeting to be held on April ~~18, 2019:~~

15, 2021: The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.envisionreports.com/HOMB

~~Small steps make an impact.~~

~~Help the environment by consenting to receive electronic~~

Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/HOMB

q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. qProxy — HOME BANCSHARES, INC. 719 Harkrider Street, Suite 100 Conway, Arkansas 72032 (501) 339-2929 www.homebancshares.com THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 15, 2021 The undersigned constitutes and appoints Brian S. Davis and Jennifer C. Floyd or either of them, proxies for the undersigned, with full power of substitution, to represent the undersigned and to vote all of the shares of common stock of Home BancShares, Inc. which the undersigned is entitled to vote at the Annual Meeting of shareholders of the Company to be held on April 15, 2021, at 10:00 a.m. (CDT) at the Home BancShares corporate office, located at 719 Harkrider Street, Conway, Arkansas 72032, for the purposes stated on the reverse side. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ALL DIRECTOR NOMINEES LISTED AND FOR PROPOSALS 2 AND 3. YOUR VOTE IS IMPORTANT PLEASE COMPLETE, DATE AND SIGN YOUR PROXY AND RETURN IT WITHOUT DELAY C Non- Voting Items Change of Address- please print new address below.

~~Non-Voting Items~~

~~Change of Address —~~~~Please print new address below.~~



∎				+


Name	Fees earned or paid in cash⁽¹⁾		Stock awards⁽²⁾⁽³⁾		Option awards⁽²⁾⁽³⁾		Non-equity incentive plan compensation		Change in pension value and nonqualified compensation earnings		All other compensation⁽⁴⁾			Total
Milburn Adams	$	39,075	$	37,155		—		—		—	$	5,510		$	81,740
Robert H. Adcock, Jr.		35,725		37,155		—		—		—		6,818			79,698
Richard H. Ashley		126,050		37,155		—		—		—		16,818			180,023
Mike D. Beebe		27,100		37,155		—		—		—		6,278			70,533
Jack E. Engelkes		133,575		37,155		—		—		—		16,818			187,548
Karen E. Garrett		35,100		37,155		—		—		—		5,208			77,463
James G. Hinkle		25,550		37,155		—		—		—		6,818			69,523
Alex R. Lieblong		13,500		37,155		—		—		—		6,818			57,473
Thomas J. Longe		118,850		37,155		—		—		—		6,818			162,823
Jim Rankin, Jr.		112,150		37,155		—		—		—		15,208			164,513
Donna J. Townsell⁽⁵⁾		—		583,000		336,500		—		—		180,124	⁽⁶⁾		1,099,624

						Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Shares Outstanding ⁽¹⁾
Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Shares Outstanding⁽¹⁾
*5% or greater holders:*
BlackRock, Inc.⁽²⁾		19,800,521		11.40	%			17,702,274		10.71	%
T. Rowe Price Associates, Inc.⁽³⁾								16,128,352		9.76	%
The Vanguard Group⁽³⁾⁽⁴⁾		14,464,710		8.36	%			13,861,867		8.39	%
T. Rowe Price Associates, Inc.⁽⁴⁾		14,777,857		8.50	%
*Directors and named executive officers:*
Milburn Adams⁽⁵⁾		133,500		*				139,500	*
Robert H. Adcock, Jr.⁽⁶⁾		1,481,382		*				1,469,126	*
John W. Allison⁽⁷⁾⁽⁸⁾		6,731,541		3.92	%			6,703,614		4.06	%
Richard H. Ashley⁽⁸⁾⁽⁹⁾		2,717,314		1.58	%
Richard H. Ashley⁽⁸⁾⁽⁹⁾								2,728,757		1.65	%
Mike D. Beebe⁽¹⁰⁾		7,000		*				13,000	*
Brian S. Davis^(8)(11)		187,007		*				245,739	*
Jack E. Engelkes^(8)(12)		383,894		*				392,692	*
Tracy M. French^(8)(13)		526,287		*				605,801	*
Karen E. Garrett⁽¹⁴⁾		10,000		*				16,000	*
Kevin D. Hester^(8)(15)		198,295		*				235,116	*
James G. Hinkle⁽¹⁶⁾		591,752		*				617,752	*
Alex R. Lieblong^(8)(17)		1,014,314		*				598,263	*
Thomas J. Longe⁽¹⁸⁾		18,500		*				26,500	*
Jim Rankin, Jr.⁽¹⁹⁾		240,338		*				217,277	*
C. Randall Sims⁽²⁰⁾		342,747		*
Donna J. Townsell⁽⁸⁾⁽²¹⁾		176,407		*
Larry W. Ross⁽²⁰⁾								49,832	*
J. Stephen Tipton⁽²¹⁾								103,509	*
Donna J. Townsell^(8)(22)								262,945	*
*All directors and executive officers as a group (19 persons)⁽⁸⁾*		14,961,475		8.70	%			14,522,612		8.79	%

What We Heard	How We Responded
Pay-for-Performance
Develop incentive plans that are performance-based utilizing selected pre-determined performance metrics, goals, or payouts formulas. Shareholders and ISS expressed concern that the Company’s annual cash program was entirely discretionary, and that equity awards to the Chairman and CEO were composed solely of time-vesting shares.	✓ Adopted a performance-based annual cash Executive Incentive Plan for our NEOs for the 2021 performance year utilizing pre-determined performance metrics, goals and payout formulas. ✓ Utilized these metrics in evaluating 2020 performance and setting 2020 cash bonuses. ✓ Implemented a performance-based equity program for our Chairman and CEO under which two-thirds of his 2021 long-term equity incentive award is subject to pre-determined performance goals measured over a 3-year performance period relative to peer performance. One-third consists of time-based restricted shares with 3-year cliff vesting.
Explain the Board’s rationale for selecting specific metrics or goals or its reasoning for using a different approach to executive compensation.	✓ The Compensation Committee believes the metrics and goals utilized in its new incentive programs reflect key performance indicators that the Company has long emphasized internally in driving earnings performance and ultimately shareholder return. ✓ Further discussion of these metrics selected and the rationale for selecting such metrics is included in this Compensation Discussion and Analysis.

Compensation Program for Chairman and CEO
Discuss the Board’s decision to reappoint the Chairman as the CEO in November 2019 and its view regarding the resulting CEO pay misalignment in 2019.	✓ The Board renamed our Chairman John Allison to the CEO role upon the retirement of our former holding company CEO in November 2019, while long-term management succession plans remain under consideration. ✓ As co-founder, former CEO until 2009 and strategic leader and visionary for the Company, Mr. Allison’s total compensation is commensurate with his role as executive Chairman after not receiving a salary for the first 10 years of the Company’s history. ✓ Mr. Allison did not receive any new compensation upon reassuming the CEO role. ✓ As a result of this title change, the Board believes the 5-year historical pay-for-performance analysis for the CEO role presents a distorted view and is not reflective of the Company’s executive pay program. ✓ Further discussion is provided below in this Compensation Discussion and Analysis.
Describe the Compensation Committee’s rationale in determining the size of the equity grant to the Chairman and CEO.	✓ As discussed in this Compensation Discussion and Analysis, the Compensation Committee believes the Chairman’s compensation should be most heavily weighted toward equity (approximately 62.2% of total pay for 2020). ✓ The Committee believes this mix of pay best aligns his interests with those of our shareholders, while appropriately rewarding him for his strategic leadership in the Company’s growth and success, and providing him with total compensation at a level that is generally comparable to the Company’s peers. ✓ Our Chairman and CEO remains the Company’s largest individual shareholder, and thus the Committee believes his interests and perspective remain inherently aligned with our shareholders.
Peer Group
Consider designating a peer group for measuring the Company’s executive compensation and financial performance and describe the Compensation Committee’s methodology for selecting those peers.	✓ For purposes of the relative performance metrics in the Company’s new cash and equity incentive programs, the Compensation Committee has designated a peer group consisting of all U.S. bank holding companies with total assets of ranging from $10 billion to $50 billion, with certain exceptions discussed below (65 companies). ✓ For purposes of evaluating our Chairman and CEO’s compensation, the Compensation Committee utilized a smaller peer group consisting of six comparable banking organizations selected based on a combination of size, geographic location and certain performance factors. ✓ Further discussion regarding these peer groups and the Committee’s methodology for selecting the peer companies is included in this Compensation Discussion and Analysis.

2020 CEO Compensation Elements	2021 CEO Compensation Elements
Salary and Other	Salary and Other
Annual Discretionary Bonus (based on performance metrics)	Annual Incentive Bonus (subject to pre-established performance metrics)
Time-vested Restricted Stock	Performance-based Restricted Stock (67%)
	Time-vested Restricted Stock (33%)

☐
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	~~(2)~~
	(2) Aggregate number of securities to which the transaction applies:

	~~(3)~~
	(3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	~~(4)~~
	(4) Proposed maximum aggregate value of the transaction:


Mike D. Beebe has served as a director of Home BancShares since 2016. He is currently the Chairman of the Compensation Committee and a member of the Asset/Liability Committee of Home BancShares. Mr. Beebe serves as a director of Tyson Foods, Inc. and a member of the Governors’ Council of the Bipartisan Policy Center in Washington, D.C. He is also Of Counsel for the Roberts Law Firm, P.A. in Little Rock, Arkansas. Mr. Beebe was the Governor of the State of Arkansas from 2007 to 2015 and the state’s Attorney General from 2003 to 2007, prior to which he served as a state senator for 20 years. Beebe began his law career in 1972, practicing law until 2002 at Lightle, Beebe, Raney, Bell and Simpson in Searcy, Arkansas. From 1974 to 1979, he was a member of the Board of Trustees at Arkansas State University. After receiving a Bachelor of Arts degree in political science from Arkansas State University in 1968, Mr. Beebe completed law school at the University of Arkansas while serving in the U.S. Army Reserve from 1968 to 1974.		~~Director Since 2016~~


James G. Hinkle has been a director of Home BancShares since 2005. Mr. Hinkle currently serves as a member of the Nominating and Corporate Governance Committee and the Audit and Risk Committee of Home BancShares and has previously served on our Asset/Liability Committee. He has over 38 years of banking experience. Mr. Hinkle currently serves on the Arkansas State Police Commission. He served as Chairman of the former Bank of Mountain View from 2005 until its charter was merged into Centennial Bank in 2009. From 1995 to 2005, he served as President of Mountain View BancShares, Inc., until the company’s merger into Home BancShares. He served as President of the Bank of Mountain View from 1981 to 2005. From 1996 to 2003, Mr. Hinkle served on the Arkansas Game and Fish Commission. From 2003-2018, Mr. Hinkle was a director of the National Wild Turkey Federation, a national nonprofit conservation and hunting organization.		~~Director Since 2005~~


	Audit	Compensation	Nominating and Corporate Governance	Asset/Liability
Milburn Adams	X	X
Robert H. Adcock, Jr.	X		X	X
John W. Allison				X
Richard H. Ashley		X		X
Mike D. Beebe		Chair		X
Brian S. Davis				Chair
Jack E. Engelkes	Chair	X
Tracy M. French				X
Karen E. Garrett	X			X
James G. Hinkle	X
Alex R. Lieblong	X		Chair
Thomas J. Longe	X		X
C. Randall Sims				X
Jim Rankin, Jr.		X	X	X
Number of Meetings	8	5	2	4

•	Bank OZK	•	Renasant Corporation
•	Independent Bank Group	•	Simmons First National Corporation
•	PacWest Bancorp	•	Western Alliance Bancorporation

	2020 Base Salary ($)		Increase (%)		2021 Base Salary ($)
John W. Allison (1)		500,000		—		500,000
Brian S. Davis		340,000		2.9		350,000
Tracy M. French		559,000		7.3		600,000
Kevin D. Hester		393,000		4.3		410,000
J. Stephen Tipton		375,000		6.7		400,000


☐		Definitive Additional Materials


☐		Soliciting Material Pursuant to §240.14a-12

		Relative Weighting						Target Performance (Absolute or peer			Actual Performance (Absolute or peer
Performance Measure	CEO				Other NEOs			group percentile)			group percentile)
Absolute Performance Measures
Return on Average Assets, as adjusted (1)			20	%		10	%		≥ 1.20%				1.90	%
Return on Tangible Common Equity, as adjusted (2)			20	%		10	%		≥ 10%				20.41	%
Efficiency Ratio, as adjusted (3)			20	%		10	%	Under 47%					40.36	%
Net Charge-off Ratio (4)			20	%		10	%		≤ 1%				0.10	%
Individual Performance Component (5)			20	%		10	%			—			—
Peer Comparison Performance Measures (6)
Return on Average Assets, as adjusted (1)			—			12.5	%	50^th or above				96^th
Return on Tangible Common Equity, as adjusted (2)			—			12.5	%	50^th or above				95^th
Efficiency Ratio, as adjusted (3)			—			12.5	%	50^th or above				95^th
Net Interest Margin (7)			—			12.5	%	50^th or above				91^st

							2020 Bonus Earned ⁽¹⁾
Name	Target ⁽¹⁾ (% of Base Salary)			2020 Bonus Earned⁽¹⁾ ($)			(as % of Base Salary)
John W. Allison		100	%		500,000	⁽²⁾		100	%
Brian S. Davis		60	%		204,000			60	%
Tracy M. French		60	%		335,400			60	%
Kevin D. Hester		60	%		235,800			60	%
J. Stephen Tipton		60	%		225,000			60	%


Name and principal position	Year		Salary		Bonus		Stock awards⁽¹⁾		Option awards⁽¹⁾		Non-equity incentive plan compensation		Change in pension value and non- qualified deferred compensation earnings		All other compensation			Total
C. Randall Sims,		2018	$	309,423	$	25,000	$	233,200	$	111,200	$	—	$	—	$	25,118	⁽²⁾	$	703,941
Chief Executive		2017		294,618		25,000		—		—		—		—		19,547			339,165
Officer and President		2016		285,000		10,000		—		—		—		—		22,539			317,539
Brian S. Davis, Chief		2018		324,990		135,000		233,200		111,200		—		—		32,768	⁽³⁾		837,158
Financial Officer and		2017		324,030		125,000		—		—		—		—		26,761			475,791
Treasurer		2016		300,000		150,000		—		—		—		—		27,092			477,092
John W. Allison,		2018		399,039		445,000		3,096,250		—		—		139,107		589,173	⁽⁴⁾		4,668,570
Chairman of the		2017		373,280		500,000		3,179,250		—		—		147,606		571,350			4,771,486
Board		2016		330,000		—		2,559,750		—		—		155,453		520,386			3,565,589
Tracy M. French,		2018		448,461		205,000		1,749,000		834,000				44,676		62,816	⁽⁵⁾		3,343,953
CEO & President of		2017		409,027		255,000		—		—		—		42,492		40,576			747,095
Centennial Bank		2016		385,000		192,000		—		—		—		39,372		42,689			659,061
Kevin D. Hester,		2018		374,038		185,000		669,600		333,600		—		—		32,774	⁽⁶⁾		1,625,012
Chief Lending		2017		349,032		225,000		—		—		—		—		21,699			595,731
Officer		2016		325,000		162,500		—		101,600		—		—		31,347			620,447


Name	Grant Date		Estimated future payouts undernon-equity incentive plan awards						Estimated future payouts under equity incentive plan awards						All other stock awards: number of shares of stock or units		All other option awards: number of securities under- lying options		Exercise or base price of option awards (per share)		Grant date fair value of stock and option awards⁽²⁾
Name	Grant Date		Threshold		Target		Maximum		Threshold ⁽¹⁾		Target ⁽¹⁾		Maximum⁽¹⁾		All other stock awards: number of shares of stock or units				Exercise or base price of option awards (per share)		Grant date fair value of stock and option awards⁽²⁾
C. Randall Sims		7/19/18		—		—		—		3,333		10,000		10,000		—		—		—	$	233,200
		7/19/18		—		—		—		4,000		20,000		20,000		—		—	$	23.32		111,200
Brian S. Davis		7/19/18		—		—		—		3,333		10,000		10,000		—		—		—		233,200
		7/19/18		—		—		—		4,000		20,000		20,000		—		—		23.32		111,200
John W. Allison		1/19/18		—		—		—		—		—		—		125,000		—		—		3,096,250
Tracy M. French		7/19/18		—		—		—		25,000		75,000		75,000		—		—		—		1,749,000
		7/19/18		—		—		—		30,000		150,000		150,000		—		—		23.32		834,000
Kevin D. Hester		7/19/18		—		—		—		10,000		30,000		30,000		—		—		—		699,600
		7/19/18		—		—		—		12,000		60,000		60,000		—		—		23.32		333,600

	Grant	Estimated future payouts under non-equity incentive plan awards						Estimated future payouts under equity incentive plan awards						All other stock awards: number of shares of stock		All other option awards: number of securities under- lying		Exercise or base price of option awards		Grant date fair value of stock and option
Name	Date	Threshold		Target		Maximum		Threshold		Target		Maximum		or units		options		(per share)		awards⁽¹⁾
John W. Allison	1/27/2020		—		—		—		—		—		—		150,000		—		—		$	2,887,500
Brian S. Davis	1/27/2020		—		—		—		—		—		—		3,000		—		—			57,750
Tracy M. French	1/27/2020		—		—		—		—		—		—		3,000		—		—			57,750
Kevin D. Hester	N/A		—		—		—		—		—		—		—		—		—			—
J. Stephen Tipton	N/A		—		—		—		—		—		—		—		—		—			—


Name	Option Awards
Name	Number of securities underlying unexercised options exercisable		Number of securities underlying unexercised options unexercisable			Equity incentive plan awards: Number of securities underlying unexercised unearned options			Option exercise price		Option expiration date
C. Randall Sims		—		—			20,000	⁽¹⁾	$	23.32		7/19/2028
Brian S. Davis		16,000		4,000	⁽²⁾		—			16.77		4/16/2024
		30,000		20,000	⁽³⁾		—			16.86		3/11/2025
		42,870		57,130	⁽⁴⁾		—			18.46		8/23/2025
		—		—			20,000	⁽¹⁾		23.32		7/19/2028
John W. Allison		1,425		—			—			2.66		12/31/2019
		100,000		—			—			8.62		1/17/2023
Tracy M. French		40,000		—			—			8.62		1/17/2023
		40,000		—			—			9.54		4/17/2023
		60,000		40,000	⁽⁵⁾		—			14.71		1/15/2025
		64,305		85,695	⁽⁴⁾		—			18.46		8/23/2025
		—		—			150,000	⁽¹⁾		23.32		7/19/2028
Kevin D. Hester		42,870		57,130	⁽⁴⁾		—			18.46		8/23/2025
		8,000		12,000	⁽⁶⁾		—			21.25		4/20/2026
		—		—			60,000	⁽¹⁾		23.32		7/19/2028

~~(3)~~	~~These options will vest in two equal annual installments beginning on March 12, 2019.~~
	55	www.homebancshares.com


Name	Stock Awards
Name	Number of shares or units of stock that have not vested			Market value of shares or units of stock that have not vested⁽¹⁾		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested			Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested⁽¹⁾
C. Randall Sims		—		$	—		10,000	⁽²⁾	$	163,400
Brian S. Davis		13,333	⁽³⁾		217,861		—			—
		20,000	⁽⁴⁾		326,800		—			—
		—			—		10,000	⁽²⁾		163,400
John W. Allison		140,000	⁽⁵⁾		2,287,600		—			—
		112,500	⁽⁶⁾		1,838,250		—			—
		125,000	⁽⁷⁾		2,042,500		—			—
Tracy M. French		16,667	⁽³⁾		272,339		—			—
		25,000	⁽⁴⁾		408,500		—			—
		—			—		75,000	⁽²⁾		1,225,500
Kevin D. Hester		13,333	⁽³⁾		217,861		—			—
		20,000	⁽⁴⁾		326,800		—			—
		—			—		30,000	⁽²⁾		490,200

	Stock Awards
Name	Number of shares or units of stock that have not vested			Market value of shares or units of stock that have not vested⁽¹⁾			Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested			Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested⁽¹⁾
John W. Allison		62,500	⁽²⁾		$	1,217,500		—			$	—
		100,000	⁽³⁾			1,948,000		—				—
		150,000	⁽⁴⁾			2,922,000		—				—
Brian S. Davis		6,666	⁽⁵⁾			129,854		—				—
		—				—		10,000	⁽⁶⁾			194,800
		3,000	⁽⁴⁾			58,440		—				—
Tracy M. French		8,334	⁽⁵⁾			162,346		—				—
		—				—		75,000	⁽⁶⁾			1,461,000
		3,000	⁽⁴⁾			58,440		—				—
Kevin D. Hester		6,666	⁽⁵⁾			129,854		—				—
		—				—		30,000	⁽⁶⁾			584,400
J. Stephen Tipton		3,334	⁽⁵⁾			64,946		—				—
		—				—		30,000	⁽⁶⁾			584,400


Name	Plan Name	Number of years credited service			Present value of accumulated benefit		Payments during last fiscal year
C. Randall Sims	N/A		—		$	—	$	—
Brian S. Davis	N/A		—			—		—
John W. Allison	Chairman’s Retirement Plan		(1	)		1,678,044		250,000
Tracy M. French	Supplemental Executive Retirement Plan		(1	)		394,727		—
Kevin D. Hester	N/A		—			—		—

Name	Plan Name	Number of years credited service			Present value of accumulated benefit			Payments during last fiscal year
John W. Allison	Chairman’s Retirement Plan		(1	)		$	1,427,883		$	250,000
Brian S. Davis	N/A		—				—			—
Tracy M. French	Supplemental Executive Retirement Plan		(1	)			491,845			—
Kevin D. Hester	N/A		—				—			—
J. Stephen Tipton	N/A		—				—			—


Name	Type of Award	Death		Disability		Termination Without Cause		Other Termination⁽¹⁾		Change in Control
C. Randall Sims	Stock options⁽²⁾	$	—	$	—	$	—	$	—	$	—
	Restricted shares		—		—		—		—		—
Brian S. Davis	Stock options⁽²⁾		—		—		—		—		—
	Restricted shares		544,661		544,661		—		—		544,661
John W. Allison	Stock options⁽²⁾		—		—		—		—		—
	Restricted shares		6,168,350		6,168,350		—		—		6,168,350
Tracy M. French	Stock options⁽²⁾		65,200		65,200		65,200		—		65,200
	Restricted shares		680,839		680,839		—		—		680,839
Kevin D. Hester	Stock options⁽²⁾		—		—		—		—		—
	Restricted shares		544,661		544,661		—		—		544,661

Name	Type of Compensation	Death			Disability			Termination Without Cause			Other Termination⁽¹⁾			Change in Control
John W. Allison	Stock options⁽²⁾		$	—		$	—		$	—		$	—		$	—
	Restricted shares			6,087,500			6,087,500			—			—			6,087,500
	Total			6,087,500			6,087,500			—			—			6,087,500
Brian S. Davis	Stock options⁽²⁾			29,131			29,131			29,131			—			29,131
	Restricted shares			188,294			188,294			—			—			188,294
	Cash			—			—			—			—			1,854,852
	280G Cutback⁽³⁾			—			—			—			—			(20,585	)
	Total			217,425			217,425			29,131			—			2,051,692
Tracy M. French	Stock options⁽²⁾			43,697			43,697			43,697			—			43,697
	Restricted shares			220,786			220,786			—			—			220,786
	Cash			—			—			—			—			3,221,947
	280G Cutback⁽³⁾			—			—			—			—			(21,894	)
	Total			264,483			264,483			43,697			—			3,464,536
Kevin D. Hester	Stock options⁽²⁾			29,131			29,131			29,131			—			29,131
	Restricted shares			129,854			129,854			—			—			129,854
	Cash			—			—			—			—			2,054,755
	280G Cutback⁽³⁾			—			—			—			—			(12,791	)
	Total			158,985			158,985			29,131			—			2,200,949
J. Stephen Tipton	Stock options⁽²⁾			11,652			11,652			11,652			—			11,652
	Restricted shares			64,946			64,946			—			—			64,946
	Cash			—			—			—			—			1,649,930
	280G Cutback⁽³⁾			—			—			—			—			(3,931	)
	Total			76,599			76,599			11,652			—			1,722,598


	2018		2017
Audit fees⁽¹⁾	$	910,513	$	794,846
Audit-related fees⁽²⁾		17,556		177,682
Tax fees		—		—
All other fees⁽³⁾		55,347		28,672

	2020			2019
Audit fees ⁽¹⁾		$	984,500		$	960,366
Audit-related fees ⁽²⁾			73,325			76,650
Tax fees			—			—
All other fees ⁽³⁾			31,951			33,259

~~Proxy — HOME BANCSHARES, INC.~~

~~719 Harkrider Street, Suite 100~~
~~Conway, Arkansas 72032~~
~~(501) 339-2929~~
~~www.homebancshares.com~~
~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 18, 2019~~
The undersigned constitutes and appoints Brian S. Davis and Jennifer C. Floyd or either of them, proxies for the undersigned, with full power of substitution, to represent the undersigned and to vote all of the shares of common stock of Home BancShares, Inc. which the undersigned is entitled to vote at the Annual Meeting of shareholders of the Company to be held on April 18, 2019, at 6:30 p.m. (CDT) at the Centennial Valley Country Club Events Center, located at 1600 Centennial Club Drive, Conway, Arkansas, for the purposes stated on the reverse side.
~~This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTEDFOR~~ ~~ALL DIRECTOR NOMINEES LISTED ANDFOR~~ ~~PROPOSALS 2, 3 AND 4.~~
~~YOUR VOTE IS IMPORTANT~~
~~PLEASE COMPLETE, DATE AND SIGN YOUR PROXY AND RETURN IT WITHOUT DELAY~~