John Allison
HOME BANCSHARESAbout John W. Allison
John W. Allison (age 78) is co‑founder, Executive Chairman, Chairman of the Board, and since 2019 also Chief Executive Officer of Home BancShares (HOMB). He has served on the board since 1998 and has 40+ years of banking experience, including prior roles as Chairman of First National Bank of Conway and director at First Commercial Corporation before founding HOMB . Under his leadership, HOMB delivered record 2024 results: total revenue of $1.02B, net income of $402.2M, and EPS of $2.01, with five‑year cumulative TSR value of $166.26 on $100 invested vs $143.68 for the peer index; he is the largest individual shareholder with 7,110,425 shares (3.58%) .
Board governance: Allison combines CEO and Chair roles; the Board maintains an independent Vice Chairman (leads executive sessions) and reports 80% independent directors. Allison serves on the Asset/Liability Committee; he is not independent (employee) and is the brother‑in‑law of director/executive Donna Townsell, a governance consideration for independence/perceived influence .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Home BancShares, Inc. | Executive Chairman (co‑founder) | 1998–present | Guided growth strategy; 25 bank/portfolio acquisitions; extended period of record earnings |
| Home BancShares, Inc. | Chief Executive Officer | 1998–2009; 2019–present | Reassumed CEO role in 2019 to drive performance and succession planning |
| First National Bank of Conway | Chairman | 1983–1998 | Led largest AR bank holding company affiliate before sale of parent (First Commercial) |
| First Commercial Corporation | Director; Committee Chair roles | 1985–1998 | Experience overseeing executive and asset quality committees at public bank holding company |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Capital Buyers (private company) | Owner | Not disclosed | Entity referenced in perquisites (aircraft ownership/utilization) |
Fixed Compensation
| Component | 2023 | 2024 | 2025 | Notes |
|---|---|---|---|---|
| Base salary | $750,000 | $750,000 | $800,000 | 2024 reinstatement following late‑2023 temporary reduction; 2025 +6.7% |
| Director/committee fees (Company + bank/regional) | — | $179,125 | — | Paid in addition to executive role |
| Other 2024 perquisites/“All other compensation” detail | — | 401(k): $9,900; Auto allowance: $21,667; Country club dues: $8,835; Company‑owned life insurance ownership: $15,382; Board fees: $65,250; Bank/regional boards: $13,000; Committee fees: $100,875; Personal use of company pilots on privately owned aircraft: $7,500; Income from 2007 Chairman’s retirement plan: $250,000; Restricted stock dividends: $342,000 | — | Company owns one aircraft (purchased from Capital Buyers in 2017) and at times uses another owned by Capital Buyers; reimbursement policies apply |
Performance Compensation
2024 Annual Cash Incentive (Executive Incentive Plan)
| Metric | Weight (CEO) | Target | Actual | Payout mechanics |
|---|---|---|---|---|
| Return on Avg Assets (as adjusted) | 20% | ≥ 1.20% | 1.77% | Absolute measure; met |
| Return on Tangible Common Equity (as adjusted) | 20% | ≥ 10% | 16.64% | Absolute; met |
| Efficiency ratio (as adjusted) | 20% | < 47% | 42.65% | Absolute; met |
| Net charge‑off ratio | 20% | ≤ 1% | 0.10% | Absolute; met |
| Individual performance | 20% | Committee discretion | — | Paid within plan rules |
| Peer ROAA | — | ≥ 66 2/3rd percentile | 93.67% | Relative; for other NEOs; CEO plan emphasizes absolutes |
| Peer ROTCE | — | ≥ 66 2/3rd percentile | 87.33% | Relative; other NEOs |
| Peer Efficiency | — | ≥ 66 2/3rd percentile | 92.67% | Relative; other NEOs |
| Peer Net Interest Margin | — | ≥ 66 2/3rd percentile | 94.33% | Relative; other NEOs |
- 2024 CEO EIP bonus earned/paid: $750,000 (100% of base salary) .
- Clawback: applies in case of restatements or if peer comparisons used without full‑year data later fall short; also subject to NYSE/SEC clawback policy .
Performance‑based Equity and Time‑based Equity
| Grant | Type | Size | Metric weights and goals | Status/Vesting |
|---|---|---|---|---|
| Jan 19, 2024 CEO grant | Performance‑based RS | Up to 100,000 shs | Net Interest Margin, ROTCE, Efficiency, ROAA – each 25%; vesting at 50%/75%/100% for peer group percentile ranks at 25th/50th/66 2/3rd; performance period 3 yrs | Vests after 12/31/2026 upon committee certification; clawback applies |
| Jan 19, 2024 CEO grant | Time‑based RS | 50,000 shs | — | Cliff vest Jan 19, 2027 |
| Jan 19, 2024 Director grant | Time‑based RS | 3,000 shs | — | 3 equal annual installments beginning Jan 19, 2025 |
| Jan 2022 CEO grant | Performance‑based RS | 100,000 shs | Same performance suite; 3‑yr period ended 12/31/2024 | Vested at 100% (≥87th percentile) in Jan 2025 upon certification |
- Plan‑level clawback provisions also allow recoupment for policy breaches or restatements; NYSE/SEC compliant policy adopted Oct 2023 .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership | 7,110,425 shs (3.58% of outstanding) | Includes spouse/IRA/401(k) and 456,000 restricted shares; remains largest individual shareholder |
| Unvested RS (time‑based) | 156,000 shs | Sum of time‑based awards outstanding as of 12/31/2024 |
| Unvested RS (performance‑based, “unearned”) | 300,000 shs | Three 100,000‑share tranches tied to 3‑yr periods (2022–2024, 2023–2025, 2024–2026); the 2022 tranche vested 1/18/2025 |
| Stock options | None outstanding | No options listed for Allison |
| Shares pledged | None disclosed for Allison | Pledging disclosed for certain other insiders; not for Allison |
| Hedging/derivatives policy | Prohibits directors/officers from trading Company put/call options; insider trading policy in place | Alignment‑supportive |
Forthcoming vesting and potential selling pressure windows
| Date/Event | Shares | Detail |
|---|---|---|
| Jan 18–21, 2025 | 100,000 (perf) + 51,000 + 1,000 + 1,000 | 2022 perf tranche vested (100k) 1/18/2025; time‑based 50k and 1k tranches vested 1/21/2025; 1k installment from a 2,000‑share grant and first 1,000 of 3,000 director RS on 1/20/2025 |
| Jan 20, 2026 | 1,000 + 50,000 | Second 1,000 of 2,000‑share grant; separate 50,000 cliff vest |
| After 12/31/2025 | Up to 100,000 (perf) | 2023–2025 performance‑based tranche, subject to committee certification |
| Jan 19–20, 2027 | 1,000 + 50,000 | Final 1,000 director RS installment; 50,000 cliff vest |
| After 12/31/2026 | Up to 100,000 (perf) | 2024–2026 performance‑based tranche, subject to committee certification |
Note: EIP cash awards are paid in January following the performance year (no CEO deferral); other NEOs have partial 3‑year deferrals .
Employment Terms
- Chairman’s Agreement (effective Mar 1, 2021; term through Dec 31, 2030): base salary $500,000 (or higher per Committee); annual cash bonus opportunity up to 100% of base; annual RS awards up to 150,000 shares with 2/3 performance‑based and 1/3 time‑based; full employee benefits and perquisites .
- Chairman Emeritus transition (if invoked): salary reduces to $400,000; no new equity or annual bonus; prior awards continue vesting; still employed, benefits continue .
- Termination/death/disability economics for Allison (as of 12/31/2024):
- Death: accelerated RS value $10.07M; cash $2.80M (includes 2x Chairman Emeritus salary, $750k earned bonus, $1.25M life insurance); total $12.88M .
- Disability: accelerated RS value $10.07M; cash $1.55M; total $11.62M .
- Change‑in‑control: RS accelerate ($10.07M) subject to performance conditions for performance‑based tranches; no additional cash for Allison .
- Equity acceleration terms: Time‑based awards accelerate at change‑in‑control; performance‑based vest to extent goals met as of change‑in‑control date; as of Feb 7, 2025, death/disability triggers full vesting of all Allison equity (amended) .
- Clawbacks: Plan‑level and Chairman’s Agreement clawbacks tied to financial restatements, peer‑metric remeasurement, or misconduct; NYSE/SEC compliant policy adopted Oct 2023 .
- Say‑on‑Pay support: 93.1% approval at 2024 annual meeting .
- Compensation governance: Independent Compensation & Leadership Development Committee; did not engage an external compensation consultant in 2024; peers used primarily for performance benchmarking (10–50B assets) .
Board Governance (Director Service, Committees, Independence)
- Board service history: Director since 1998; serves as Chairman and CEO .
- Committee roles: Asset/Liability Committee member .
- Independence: Not independent (employee). Board independence: 80% independent; committees (Audit, Compensation, Nominating) fully independent .
- Dual‑role implications: Combined CEO/Chair role offset by independent Vice Chairman who leads executive sessions and acts as liaison between independent directors and management .
- Attendance: The Board held 4 regular and 2 special meetings in 2024; all directors met ≥75% attendance; all attended the 2024 Annual Meeting .
Compensation Structure Analysis
- Mix and alignment: Majority of CEO pay is equity‑based; two‑thirds of annual equity is performance‑based vs peers over 3 years; annual cash bonus formulaic with absolute and relative financial metrics; substantial clawbacks across programs .
- Metric stringency: In 2024, the Committee increased EIP peer target rigor (relative measures) but reduced the maximum percentile hurdle for CEO performance RS from 75th to 66 2/3rd to align with the revised EIP peer targets—potentially easing the maximum equity payout threshold vs prior years .
- Consultant usage: None in 2024; peer data used informally (no target percentile for total comp) .
- Pay vs performance: “Compensation Actually Paid” to CEO tracks TSR and financial metrics; 2024 TSR vs peers (HOMB 166.26 vs peers 143.68) and ROAA 1.77% underscore alignment .
Multi‑year compensation (CEO)
| Year | Salary | Stock awards (grant‑date fair value) | Non‑equity incentive (EIP) | All other comp | Total |
|---|---|---|---|---|---|
| 2022 | $650,600 | $3,661,290 | $650,000 | $687,747 | $5,747,086 |
| 2023 | $707,351 | $3,431,790 | $750,000 | $814,931 | $5,788,859 |
| 2024 | $745,512 | $3,765,330 | $750,000 | $834,409 | $6,166,326 |
Related‑Party and Risk Indicators
- Section 16(a) compliance: Two Form 4 reports for Allison were not filed timely in 2024 (administrative timeliness issue) .
- Related‑party usage: Company owns an aircraft originally purchased in 2017 from Allison’s company (Capital Buyers); company also occasionally uses Capital Buyers’ aircraft and reimburses expenses; Allison’s personal use of company‑employed pilots was imputed at $7,500 in 2024 .
- Family relationship: Allison is brother‑in‑law of director/executive Donna Townsell (SVP/IR), a governance sensitivity for independence .
- Pledging/hedging: No pledging disclosed for Allison; policy discourages derivative trading by insiders .
Equity Award and Vesting Detail (selected)
| Award | Shares outstanding (12/31/24) | Vesting terms |
|---|---|---|
| Time‑based RS (various) | 1,000; 2,000; 50,000; 50,000; 50,000; 3,000 | 1,000/2,000 installments vest Jan 2025/Jan 2026; 50,000 vests Jan 2026; 50,000 vests Jan 2027; 50,000 vested Jan 21, 2025; 3,000 vests Jan 2025/2026/2027 |
| Performance RS (2022 tranche) | 100,000 | Vested at 100% on Jan 18, 2025 (3‑yr period ended 12/31/2024) |
| Performance RS (2023 tranche) | 100,000 | 3‑yr period ending 12/31/2025; vest post‑certification |
| Performance RS (2024 tranche) | 100,000 | 3‑yr period ending 12/31/2026; vest post‑certification |
Employment Contracts, Severance and CoC
| Provision | Terms |
|---|---|
| Contract | Chairman’s Agreement through 12/31/2030; CEO duties do not alter Chairman compensation . |
| Bonus target | Up to 100% of base salary (EIP) . |
| Equity | Up to 150,000 RS annually (2/3 performance‑based) . |
| Chairman Emeritus | $400,000 salary; no bonus/new equity; awards continue vesting . |
| Death/Disability | Lump sum = 2x Chairman Emeritus salary; spouse insurance coverage; as of Feb 2025, all unvested equity fully vests upon death/disability . |
| Change‑in‑control | Time‑based RS accelerate; performance RS vest only to extent goals met; no additional cash for Allison . |
Investment Implications
- Alignment and retention: Allison’s substantial ownership (3.58%) and heavy equity mix (with multi‑year performance RS) create strong alignment; multi‑year vesting plus Chairman’s Agreement through 2030 reduce near‑term retention risk .
- Watch vesting windows: Large January vesting and certification events (notably in 2026 and 2027) could create episodic Form 4 activity and sell‑to‑cover dynamics; monitor filings around mid‑January each year and after year‑end performance certification .
- Governance checks: Combined CEO/Chair role is partially mitigated by an independent Vice Chair and independent committees, but the family relationship with a director/executive and occasional related‑party aircraft usage warrant continued oversight; Section 16 timeliness lapses, while minor, are worth monitoring for process discipline .
- Metric calibration: Lowering the maximum equity performance hurdle from 75th to 66 2/3rd percentile in 2024 makes top‑end vesting incrementally more attainable; offset by higher peer targets in cash EIP—investors should track realized performance vs. peers to assess true rigor and pay‑for‑performance .
- Change‑in‑control exposure: Allison has no cash CIC parachute; equity acceleration is largely standard for time‑based and performance‑conditioned for performance RS—keeps CoC costs contained for the CEO .