the occurrence of a change in control of the Company. The benefit is subject to forfeiture if (i) Mr. Hobbs ceases to be employed by the Company prior to his attaining age 60, other than due to his disability, his death, or following a change in control of the Company, (ii) Mr. Hobbs fails to provide the post-retirement, part-time consulting services required in the DC Agreement or (iii) Mr. Hobbs violates the non-competition provision while receiving payments.
The description of the DC Agreement set forth in this Item 5.02 is not complete and is qualified in its entirety by reference to the full text of the DC Agreement for Mr. Hobbs, which is included as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
2023 Cash Incentive Awards
As discussed in its proxy statement for the 2023 annual meeting of shareholders, as part of its executive compensation program, Simmons First National Corporation (“Corporation”) provides annual cash incentive awards. For 2023, these awards were made under the cash incentive plan of the Second Amended and Restated Simmons First National Corporation 2015 Incentive Plan (“Plan”). Consistent with the Corporation’s general practice, during the first quarter of 2023, the compensation committee (“Committee”) of the Corporation’s board of directors (“Board”) (and, in the case of the Corporation’s chief executive officer, the Board) approved the specific performance metrics – adjusted pre-provision net revenue and adjusted efficiency ratio for the full year 2023 (along with certain asset quality metrics that, if not met, could reduce the overall payout) applicable to the 2023 cash incentive awards. For each of the performance metrics, the Committee also approved threshold, target, and maximum payout opportunities. Cash incentive award opportunities were established for Robert Fehlman, the Corporation’s chief executive officer, James Brogdon, the Corporation’s president, and Stephen Massanelli, the Corporation’s chief administrative officer (collectively, the “Named Executive Officers”), among certain other members of Corporation management. Under the Plan and the applicable award documents, the Committee retains the right to exercise discretion in determining the final amount of the 2023 cash incentive awards.
Neither the threshold payout opportunity for the adjusted pre-provision net revenue performance metric nor the threshold payout opportunity for the adjusted efficiency ratio performance metric applicable to the 2023 cash incentive awards for the Named Executive Officers was achieved. On January 22, 2024, the Committee (and, in the case of Mr. Fehlman, the Board, acting on January 23, 2024) exercised the discretion permitted under the Plan and the applicable award documents to allow for cash incentive awards to be paid to the Named Executive Officers and certain other members of Corporation management for 2023 performance. In exercising its discretion, the Committee, in consultation with its compensation consultant, considered a variety of factors, including, among others, the exemplary individual performance of the Named Executive Officers and other members of management in managing and responding timely and successfully to the challenges faced by the Corporation during 2023, the financial and operational performance of the Corporation during 2023, the Corporation’s compensation philosophy, and the influence of compensation practices on the ability to attract and retain qualified executive leadership. As a result, the Committee (and, in the case of Mr. Fehlman, the Board) approved the payment of cash incentive awards for 2023 to the Named Executive Officers in the following amounts: Robert Fehlman – $262,500; James Brogdon – $192,500; and Stephen Massanelli – $63,350. Each of these payments represents approximately 35% of the target payout opportunity for each Named Executive Officer’s 2023 cash incentive award.
| Item 9.01 | Financial Statements and Exhibits. |
