Donna Townsell
HOME BANCSHARESAbout Donna Townsell
Donna J. Townsell (age 54) is Senior Executive Vice President and Director of Investor Relations at Home BancShares, Inc. (HOMB) and Centennial Bank, and has served on HOMB’s Board since February 2019; she sits on the Asset/Liability Committee and is not independent given her employee status and familial relationship to Chairman/CEO John W. Allison (sister-in-law) . She joined the Company in 2007, became Senior EVP in October 2015, led the “Build-A-Better-Bank” efficiency campaign, and moved to Investor Relations in May 2018 after serving as Director of Marketing (2016–2018) . Company performance context: 2024 produced record revenue ($1.02B), net income ($402.2M), EPS ($2.01), and cumulative 5-year TSR outperformed the industry index, underpinning pay-for-performance frameworks across the enterprise .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Home BancShares / Centennial Bank | Senior Executive Vice President | 2015–present | Senior leadership; operational oversight aligned with efficiency and shareholder engagement |
| Home BancShares | Director of Investor Relations | 2018–present | Leads investor communications; primary shareholder contact (e.g., annual meeting registration) |
| Centennial Bank | Director of Marketing | 2016–2018 | Brand and communications; contributed to investor engagement handoff |
| Centennial Bank | Project Manager | pre-2015 | Led “Build-A-Better-Bank (B3)” campaign improving efficiency ratio, a long-term corporate goal |
| Home BancShares / Centennial Bank | Various roles | 2007–2015 | Progressive responsibilities culminating in senior management |
External Roles
- No other public-company directorships or external board roles disclosed in her biography .
Fixed Compensation
| Component ($USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $336,312 | $343,139 |
| Non-Equity Incentive Plan (NEIP) | $201,600 | $203,360 |
| Stock Awards (Director RSU grant) | $67,290 | $73,830 |
| Perquisites (401k, auto allowance, club dues) | $27,877 (401k $9,900; auto $15,600; club $2,357) | $28,048 (401k $9,900; auto $15,600; club $2,548) |
| Restricted Stock Dividends (income realized) | $22,320 | $18,500 |
| Deferred NEIP tranche | $33,600 (payable Jan 2026, subject to continued employment) | $33,600 (payable Jan 2027, subject to continued employment) |
Notes:
- Except for the director stock grant, she does not receive additional compensation for Board service; employee directors do not receive director meeting fees .
Performance Compensation
Company’s Executive Incentive Plan pays based on predetermined targets and peer-relative percentiles in key banking metrics; 2024 targets and actuals below. Weightings differ for CEO vs other NEOs; while her NEIP amounts are disclosed, specific personal weightings are not enumerated in the proxy.
| Measure | Target | Actual (2024) | Peer Percentile (Sep-2024 basis) | CEO Weight | Other NEO Weight |
|---|---|---|---|---|---|
| ROAA (as adjusted) | ≥ 1.20% | 1.77% | — | 20% | 10% |
| ROTCE (as adjusted) | ≥ 10% | 16.64% | — | 20% | 10% |
| Efficiency Ratio (as adjusted) | < 47% | 42.65% | — | 20% | 10% |
| Net Charge-off Ratio | ≤ 1% | 0.10% | — | 20% | 10% |
| Individual Performance | Committee discretion | — | — | 20% | 10% |
| ROAA (peer percentile) | ≥ 66 2/3 | 93.67% | 93.67% | — | 12.5% |
| ROTCE (peer percentile) | ≥ 66 2/3 | 87.33% | 87.33% | — | 12.5% |
| Efficiency (peer percentile) | ≥ 66 2/3 | 92.67% | 92.67% | — | 12.5% |
| Net Interest Margin (peer percentile) | ≥ 66 2/3 | 94.33% | 94.33% | — | 12.5% |
Clawbacks: NEIP payouts are subject to clawback on restatements, September peer-data adjustments, misconduct, and under the broader NYSE-compliant Company Clawback Policy .
Equity Ownership & Alignment
| Item | As of/Details | Value |
|---|---|---|
| Total beneficial ownership (incl. exercisable and near-vesting options) | Jan 31, 2025 | 334,450 shares; less than 1% of outstanding |
| Restricted stock (unvested shares outstanding) | Dec 31, 2024 | 22,667 shares |
| Options outstanding | Dec 31, 2024 | 60,000 options |
| Options exercisable or vesting within 60 days | Jan 31, 2025 | 70,000 shares underlying options |
| Director RSU grant | Jan 19, 2024 | 3,000 shares; vests in three equal annual installments starting Jan 19, 2025 |
| Shares pledged as collateral | Disclosure | No pledging disclosed for Townsell |
| Custodial holdings | Disclosure | 35,473 shares held as custodian for her child |
Ownership guidelines: Not disclosed; Company maintains prohibitions on derivative hedging by insiders .
Employment Terms
- No individual employment or change-in-control agreement is disclosed for Townsell in the proxy; change-in-control agreements are described for certain NEOs only (Davis, French, Tipton, Hester), not including Townsell .
- Deferred bonus: $33,600 from 2024 NEIP is scheduled to be paid in January 2027, subject to continued employment; similar $33,600 deferral from 2023 payable January 2026 .
- Company-wide clawback policy (NYSE compliant) applies to cash and equity programs, alongside insider trading and derivative/hedging restrictions .
- Employee directors do not receive cash director fees; Townsell’s only director-specific compensation is the annual RSU grant .
Board Governance
| Governance Topic | Details |
|---|---|
| Committee service | Asset/Liability Committee member |
| Committee meetings | Asset/Liability met 4 times in 2024 |
| Board attendance | All current directors attended ≥75% of meetings and the Annual Meeting in 2024 |
| Board independence | Townsell not independent (employee director); familial tie to Chairman/CEO (sister-in-law) |
| Board leadership | Combined Chair/CEO; independent Vice Chairman leads executive sessions |
Director Compensation
| Element | Amount/Terms |
|---|---|
| Annual director RSU grant | 3,000 restricted shares granted Jan 19, 2024; vests 1/3 annually starting Jan 19, 2025 |
| Cash retainer and meeting fees | Paid only to non-employee directors and Chairman; employee directors like Townsell do not receive these fees |
| Director fees schedule (for non-employee directors) | Retainer $14,000; Board mtg $5,000 ($7,500 for Chairman); Committee meeting fees vary by committee/chair |
Compensation Structure Analysis
- Mix of cash vs equity: Townsell’s 2024 compensation includes base salary ($343,139), NEIP ($203,360), and director RSUs ($73,830), plus modest perquisites; a portion of NEIP is deferred to drive retention .
- Performance linkage: Company NEIP targets emphasize ROAA, ROTCE, efficiency, asset quality, and peer-relative NIM, aligning incentives with drivers of bank profitability; clawbacks reinforce discipline .
- Governance considerations: Employee-director status and sister-in-law relationship to Chairman/CEO present independence optics; however, committee fee exclusions and standardized director RSU grants constrain director-side compensation .
Risk Indicators & Red Flags
- Independence/related party: Family relationship to combined Chair/CEO (sister-in-law) and employee-director status may raise independence concerns; related party transactions are overseen by the Nominating & Corporate Governance Committee .
- Hedging/derivatives: Policy discourages option trading in Company stock by insiders; helps alignment but may limit hedging flexibility .
- Pledging: No pledging disclosed for Townsell (pledging noted for other directors in footnotes), reducing forced-sale risk .
- Say-on-Pay: 93.1% approval in 2024 suggests broad shareholder support for executive pay design after enhancements; supports stability of incentive frameworks .
Compensation Peer Group (Benchmarking)
- Performance and compensation benchmarking utilizes U.S. banks and bank holding companies with $10–$50B in total assets; relative measures and peer percentiles inform incentives and payouts .
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 93.1%; Company implemented enhancements including performance-based equity for CEO, formal NEIP metrics, clawbacks, and peer-based evaluations following prior shareholder engagement .
Expertise & Qualifications
- Education: University of Central Arkansas graduate .
- Technical/operational: Investor relations leadership; marketing leadership; project management overseeing B3 campaign improving efficiency ratio .
Investment Implications
- Alignment/retention: Deferred bonus tranches ($33,600 scheduled for Jan 2027) and multi-year RSU vesting create retention hooks and reduce near-term selling pressure; monitor January vesting cycles for incremental float from director RSUs .
- Governance optics: Dual employee-director role and familial tie to Chair/CEO (combined roles) warrant scrutiny on independence; risk mitigants include independent Vice Chairman and full independence of key committees .
- Ownership: Moderate personal stake (334,450 shares; <1% of float) and no pledging disclosed support alignment without leverage risk; options outstanding (60,000) and 70,000 exercisable/near-vesting within 60 days may influence timing of potential transactions; track Form 4 filings around vest/payout dates .