Brian Davis
HOME BANCSHARESAbout Brian Davis
Brian S. Davis, age 59, is Chief Financial Officer and Treasurer of Home BancShares, Inc. (HOMB) and Centennial Bank and has served as a director of both since July 2015; he is a CPA and graduate of the University of Arkansas at Fayetteville . Under Davis’s finance leadership, HOMB delivered record 2024 results: total revenue of $1.02B, net income of $402.2M, and EPS of $2.01 . On shareholder value, HOMB’s cumulative TSR from a $100 investment was 166.26 as of 12/31/2024 versus a 143.68 peer group benchmark, while net income reached $402.2M and adjusted ROAA was 1.77% in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Home BancShares/Centennial Bank | Chief Financial Officer & Treasurer; Director | 2015–present | Oversees financial reporting, capital, ALCO chair; deep banking finance experience . |
| Home BancShares | Chief Accounting Officer; Investor Relations Officer | 2010–2015 (CAO); 2006–2015 (IRO) | Built internal controls, reporting, shareholder communications . |
| Home BancShares | Director of Financial Reporting | 2004–2010 | Established public company reporting foundation . |
| Simmons First National Corp. | VP Finance | Prior to 2004 | Bank holding company finance leadership . |
| Simmons First Mortgage Co. | Controller | Prior to 2004 | Mortgage finance/accounting . |
| Worthen Banking Corp. | Assistant VP of Finance | Prior to 2004 | Bank finance function . |
External Roles
- No public company directorships or external committee roles disclosed for Davis .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base salary (approved) | $367,718 | $375,072 | $400,000 |
| Salary actually paid (SCT) | $368,166 | $375,551 | — |
| Perquisites/other (401k, dividends) | $21,450 | $20,117 (includes $9,900 401k; $10,100 dividends) | — |
Performance Compensation
| Component | Target mechanics | 2024 target | 2024 actual payout |
|---|---|---|---|
| Executive Incentive Plan (cash) | Weighted absolute/relative financial metrics + individual component; portion deferred 3 years subject to service | 60% of base salary | $225,043 (60% of year-end base) with 10% of base deferred to Jan 2027 per plan terms |
Detailed 2024 EIP metrics (Other NEO weightings shown):
| Metric | Weight | Target | Actual | Outcome |
|---|---|---|---|---|
| Return on Avg Assets (as adjusted) | 10% | ≥1.20% | 1.77% | Met |
| Return on Tangible Common Equity (as adjusted) | 10% | ≥10% | 16.64% | Met |
| Efficiency Ratio (as adjusted) | 10% | <47% | 42.65% | Met |
| Net Charge-off Ratio | 10% | ≤1% | 0.10% | Met |
| Individual Performance | 10% | Committee discretion | Not separately disclosed | Included in payout |
| ROAA vs peer group | 12.5% | ≥66 2/3rd percentile | 93.67% | Met |
| ROTCE vs peer group | 12.5% | ≥66 2/3rd percentile | 87.33% | Met |
| Efficiency vs peer group | 12.5% | ≥66 2/3rd percentile | 92.67% | Met |
| Net Interest Margin vs peer group | 12.5% | ≥66 2/3rd percentile | 94.33% | Met |
Clawback: EIP and equity are subject to NYSE/SEC clawback and Company policy, including restatements and peer data true-up provisions .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 130,796 shares; “<1%” of outstanding . |
| Breakdown | Includes 2,809 shares in 401(k); 12,667 unvested restricted shares; 7,128 shares in IRA; options exercisable within 60 days: 16,000 . |
| Options outstanding | 12,000 exercisable; 8,000 unexercisable; strike $23.32; expiration 7/19/2028 . |
| Unvested RS and vesting | 6,667 shares (performance plan) vest 50% on 3/31/2025 and 50% on 3/31/2026 ; 1,000 shares vested 1/21/2025 ; 2,000 shares vest 50% on 1/20/2025 and 50% on 1/20/2026 ; 3,000 director shares (granted 1/19/2024) vest in three equal annual installments starting 1/19/2025 . |
| Pledging | No pledged shares disclosed for Davis (pledging footnotes list others) . |
| Hedging policy | Company policy discourages directors/officers from trading in puts/calls on HOMB securities . |
| Section 16 compliance | One Form 4 report (aggregating three transactions) for Davis was not filed timely in 2024 . |
Director equity compensation: 3,000 restricted shares granted on 1/19/2024 to each then-serving director; grant-date fair value $73,830; vests 33.3% annually beginning 1/19/2025 .
Employment Terms
| Provision | Summary |
|---|---|
| Employment agreement | None for Davis (NEOs other than Chairman have no employment agreements) . |
| Change-in-control (CIC) | Cash lump sum equals 2.99× five-year average taxable compensation, subject to 280G cutback and a cap ($6,000,000 for Davis); payment within 30 days of CIC . |
| Estimated CIC payout (12/31/2024) | $2,428,868 total: cash $2,030,552, options $39,840, restricted shares $358,476 . |
| Death/Disability (12/31/2024) | $646,243 total: cash $247,927, options $39,840, restricted shares $358,476 . |
| Deferred bonus feature | Additional 10% of base salary portion of EIP is deferred 3 years (e.g., 2024 deferred to Jan 2027) subject to continued employment . |
| Clawbacks | Executive Incentive Plan and equity awards subject to mandatory NYSE/SEC clawback and Company policy . |
Board Governance
- Role and independence: Davis is a non-independent director (employee) and serves on HOMB’s Board and Centennial Bank’s Board, chairing the Asset/Liability Committee (ALCO) at HOMB .
- Committee composition: Audit, Compensation, and Nominating committees are composed entirely of independent directors; Board has an independent Vice Chairman who leads executive sessions .
- Meeting attendance: In 2024, each current Board member participated in at least 75% of aggregate Board and committee meetings; Board held 4 regular and 2 special meetings .
Director Compensation (as a Director)
| Element | Amount/Terms |
|---|---|
| Annual director stock grant | 3,000 restricted shares on 1/19/2024 ($73,830 grant-date fair value); vest 1/3 annually starting 1/19/2025 . |
| Cash fees | Director cash fee table covers non-employee directors; executive directors typically do not receive additional cash retainer (Mr. Allison is separately paid for chair service) . |
Compensation Structure Analysis
- Mix and alignment: Davis’s 2024 total comp of $694,540 was 54% variable (EIP cash) and 11% equity (director grant), with the remainder base/perqs; EIP is tightly linked to ROAA, ROTCE, efficiency, credit quality, and NIM versus peers, all of which exceeded targets in 2024 .
- Deferral/retention: The 10% deferred EIP portion (to 2027) serves as a retention lever without adding time-based RSU overhang for the CFO .
- Clawback/controls: Robust clawbacks and hedging restrictions reduce misalignment risks .
- Peer benchmarking: Performance relative to a $10–$50B asset peer cohort drives EIP and CEO PSU goals, targeting ≥66 2/3rd percentile on key metrics; say-on-pay support was 93.1% in 2024, indicating investor acceptance of the design .
Vesting Schedules and Potential Selling Pressure
| Award | Quantity | Vesting cadence | Near-term vesting dates |
|---|---|---|---|
| Performance-cycle RS from 2018 plan | 6,667 | 50%/50% | 3/31/2025; 3/31/2026 |
| Time-based RS (prior grants) | 1,000; 2,000 | 100% cliff; 50%/50% | 1/21/2025 (1,000); 1/20/2025; 1/20/2026 (2,000) |
| 2024 Director RS | 3,000 | 1/3 annually | 1/19/2025; 1/19/2026; 1/19/2027 |
| Options (2018) | 12,000 ex.; 8,000 unex. | Remaining 8,000 vest in two equal annual installments beginning 3/31/2025; expires 7/19/2028; $23.32 strike |
Note: No share pledging disclosed for Davis; policy discourages derivatives, reducing forced-selling risk from margin calls; one late Form 4 filing in 2024 is a minor governance blemish .
Performance & Track Record
- Financial outcomes in 2024: Record revenue ($1.02B) and net income ($402.2M), with adjusted ROAA at 1.77% as key profitability indicator .
- TSR context: HOMB cumulative TSR (2019–2024) at 166.26 vs. 143.68 for peer index .
- Governance responsiveness: Say-on-pay approval of 93.1% in 2024 following program enhancements aligns pay with shareholder-preferred metrics .
Compensation Peer Group & Targets
- Peer group: U.S. banks and BHCs with $10–$50B assets (ex-Puerto Rico and non-traditional banks) used for relative EIP and CEO PSU metrics .
- Target percentile: Comparative EIP and 2024 PSU targets for CEO set at 66 2/3rd percentile for NIM, ROTCE, Efficiency, and ROAA to achieve max payout; EIP used the same threshold in 2024 .
Risk Indicators & Red Flags
- Clawbacks and ALCO oversight mitigate risk; hedging discouraged .
- Section 16 timeliness: One late Form 4 for Davis in 2024; Board committees remain independent despite CFO’s director status .
- No repricing policy for options; no pledging disclosed for Davis .
Investment Implications
- Alignment and retention: Davis’s pay is predominantly performance-cash with a modest equity component and a three-year deferred tranche, promoting retention without creating outsized sell pressure from RSU maturities; near-term vestings are relatively small in share count .
- Risk posture: Clawbacks, independent committee oversight, and hedging restrictions support pay-for-performance integrity; minor governance risk from a late Form 4 is not thesis-changing .
- Governance balance: CFO’s dual role as a director (ALCO Chair) concentrates oversight for interest rate/liquidity risk but is offset by fully independent audit/comp/nom-gov committees and an independent Vice Chairman leading executive sessions .
- Performance linkage: With EIP metrics (ROAA, ROTCE, efficiency, asset quality, NIM) all exceeding targets in 2024, the structure is currently paying for delivered performance; continued outperformance on these drivers would support sustained incentive realizations and investor confidence in capital deployment discipline .