Jim Rankin Jr.
HOME BANCSHARESAbout Jim Rankin, Jr.
Independent director (age 56) at Home BancShares (HOMB) since 2017, Rankin chairs the Nominating & Corporate Governance Committee and serves on the Compensation & Leadership Development and Asset/Liability Committees. He is President of Trinity Development Company and Four Winds, Inc. (family-owned real estate businesses) and an attorney in private practice since 1993; education includes B.A. (University of Arkansas, Fayetteville) and J.D. (University of Arkansas at Little Rock) . He is deemed independent under NYSE standards , and, in 2024, met the board’s attendance policy (≥75%) and attended the annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinity Development Company | President | Since 1999 | Real estate development/management leader in Faulkner County, AR |
| Four Winds, Inc. | President | Since 1999 | Real estate development/management leader in Faulkner County, AR |
| Private Law Practice | Attorney | Since 1993 | Legal expertise supporting governance and risk oversight |
| Centennial Bank (subsidiary) | Director | Since 2001 | Long-standing bank board experience |
| Conway Regional Health System | Director; Former Chairman | Not specified | Healthcare governance experience |
| Conway Regional Health System Foundation | Former Chair | Not specified | Community/health system philanthropy governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Conway Development Corporation | Director | Not specified | Economic development exposure |
| University of Central Arkansas | Board of Trustees (appointed) | Not specified | Higher education oversight |
Board Governance
- Independence: The board identifies Rankin as independent under NYSE rules .
- Committee assignments and chair roles (2024):
- Nominating & Corporate Governance Committee – Chair; 1 meeting held
- Compensation & Leadership Development Committee – Member; 2 meetings held
- Asset/Liability Committee – Member; 4 meetings held
- Attendance and engagement: All current directors achieved ≥75% attendance across board and committee meetings in 2024, and attended the 2024 annual meeting (non-employee directors by teleconference) .
- Independent leadership: The board maintains an Independent Vice Chairman who presides over regular executive sessions of independent directors .
Fixed Compensation (Director – 2024)
| Component | Amount/Structure | Source |
|---|---|---|
| Annual cash retainer | $14,000 (non-employee directors) | |
| Committee chair retainers | $2,500 for Audit and Compensation Committee chairs (no separate retainer disclosed for Nominating chair) | |
| Board meeting fees | $5,000 per meeting ($7,500 for Chairman) | |
| Compensation Committee meetings | $1,500 January meeting ($3,000 for chair); $1,000 other meetings ($2,000 for chair) | |
| Audit & Risk Committee meetings | $750 per meeting ($1,500 for chair) | |
| Asset/Liability Committee meetings | $750 per meeting | |
| Nominating & Governance meetings | $500 per meeting ($1,000 for chair) |
| Jim Rankin – 2024 Director Compensation | Amount | Notes |
|---|---|---|
| Fees earned/paid in cash | $198,600 | Board/committee/advisory fees including subsidiary boards |
| Stock awards (grant-date fair value) | $73,830 | 3,000 restricted shares at $24.61 grant-date fair value per share (Jan 19, 2024) |
| Option awards | $0 | No options granted in 2024 |
| All other compensation | $4,500 | Restricted stock dividends |
| Total | $276,930 | Sum of above |
Performance Compensation (Director Equity)
| Grant | Grant Date | Instrument | Shares | Grant-Date FV/Share | Total FV | Vesting |
|---|---|---|---|---|---|---|
| Annual Director Equity | Jan 19, 2024 | Restricted Stock | 3,000 | $24.61 | $73,830 | Vests 33.3% annually beginning Jan 19, 2025 |
Directors receive time-based restricted stock; no performance metrics are attached to director equity awards disclosed in the proxy .
Other Directorships & Interlocks
- Public company directorships: None disclosed in his biography (only non-public and civic roles listed) .
- Compensation committee interlocks: The company reports no interlocks in 2024; the Compensation Committee members (including Rankin) were independent and none served as HOMB officers; no HOMB executives served on another company’s compensation committee .
Expertise & Qualifications
- Real estate development and management expertise (President of Trinity Development Company and Four Winds, Inc.) .
- Legal expertise as practicing attorney since 1993 .
- Banking governance experience via long tenure on Centennial Bank board (since 2001) .
- Community/healthcare governance (Conway Regional Health System roles) and economic development/higher education oversight (Conway Development Corporation, University of Central Arkansas) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 227,617 | As of Jan 31, 2025; “<1%” of outstanding |
| Ownership as % of shares outstanding | <1% | Based on 198,838,424 shares outstanding |
| Restricted shares included | 6,000 | Footnote (18) indicates 6,000 restricted shares |
| Options – exercisable/unexercisable | 0 | Directors (except Longe) reported no options outstanding |
| Shares pledged as collateral | Not disclosed for Rankin | Footnotes specify pledges for others; none noted for Rankin |
Related-Party Exposure and Policies
- Related-party loans: The bank extends credit to directors/officers and their related businesses in the ordinary course, on market terms, with ~$36.3m aggregate outstanding at 12/31/2024 (largest relationship ~$34.1m); specific borrowers are not named .
- Leasing from directors: The company leases certain properties from board members; payments to each such director were < $120,000 in 2024; terms described as no less favorable than third-party alternatives .
- Governance of related-party transactions: The Nominating & Corporate Governance Committee (chaired by Rankin) reviews and approves related-party transactions required to be disclosed; case-by-case review under SEC definitions .
RED FLAG (potential perception risk): As chair of the committee that oversees related-party approvals, Rankin leads oversight of transactions involving directors; strong recusal practices are essential to avoid conflicts when a committee member is party to a transaction (the proxy does not detail recusal mechanics) .
Independence, Attendance, and Policies
- Independence status: Independent under NYSE rules; no material relationship with the company reported .
- Attendance: All current directors met ≥75% attendance threshold in 2024; all attended the 2024 annual meeting .
- Insider trading/hedging: Policy instructs directors to refrain from trading puts/calls on company securities to avoid hedging misalignment .
- Section 16 compliance: The company disclosed untimely Form 4s for Brian S. Davis (one report, three transactions) and John W. Allison (two reports, two transactions); Rankin was not cited in the delinquency disclosure .
Say-on-Pay & Shareholder Feedback (Context for Comp Committee service)
- 2024 say-on-pay support: 93.1% approval (advisory) for 2023 NEO compensation .
- Enhancements adopted after prior investor feedback include annual cash Executive Incentive Plan with absolute/relative metrics, performance-based equity (2/3 of CEO’s equity subject to 3-year relative performance), articulated peer group ($10–$50B assets), and clawback features .
- The Compensation Committee did not engage an external compensation consultant in 2024; it informally reviewed peer data and relied on performance and internal assessments .
Governance Assessment
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Strengths:
- Independent director with chair role on Nominating & Governance and service on Compensation and Asset/Liability Committees—positions central to board composition, pay oversight, and risk/alco supervision .
- Robust independence disclosure and regular executive sessions led by an independent vice chair; overall board independence 80% .
- Clear related-party review channel through Nominating & Governance (which he chairs) and disclosure of director/shareholder-related loans and leases with representations of market terms .
- Strong shareholder support for executive pay (93.1% 2024) and established performance-linked incentive frameworks (although focused on executives, not directors) .
-
Watch items / potential red flags:
- Chairing the committee that reviews related-party transactions can create perception risk if/when fellow directors (or Rankin himself) are counterparties; ensuring formal recusal and independent review is important (proxy states case-by-case review but does not detail recusal protocols) .
- Director equity is time-based (not performance-conditioned), which is common but provides limited pay-for-performance sensitivity at the director level .
-
Alignment indicators:
- Meaningful stock ownership (227,617 shares; 6,000 restricted), no options, and no pledged shares disclosed for Rankin—supports alignment and reduces leverage risk associated with pledging .
- Hedging/derivative restrictions reduce misalignment risk .
Overall, Rankin appears to be a well-credentialed, engaged independent director with legal and real estate expertise and deep bank governance tenure. The principal governance sensitivity is the related-party transaction oversight structure given the board’s disclosed pattern of director-related loans/leases; transparent recusal and continued detailed disclosure mitigate, but investors should monitor this area.