Karen Garrett

About Karen Garrett

Karen E. Garrett, age 52, has served as an independent director of Home BancShares, Inc. (HOMB) since 2017 and sits on the Audit and Risk Committee and Asset/Liability Committee; she is designated by the Board as having the attributes of an “audit committee financial expert.” She is Managing Partner of HCJ CPA’s & Advisors, PLLC (formerly Hudson, Cisne & Co., LLP), a CPA firm in Little Rock, and is a graduate of the University of Central Arkansas; prior roles include personnel and recruiting coordination for ten years at HCJ and public service on Arkansas accounting boards. She is considered independent under NYSE rules; Board policy also notes an independent Vice Chairman leading regular executive sessions of independent directors .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit and Risk Committee; Asset/Liability Committee; no chair roles .
• Independence: Board affirms Garrett’s independence under NYSE rules; Audit/Compensation/Nominating committees are wholly independent .
• Financial expertise: Board identifies Garrett (and Engelkes) as possessing audit committee financial expert attributes under SEC rules .
• Attendance and engagement: In 2024, the Board held 4 regular and 2 special meetings; Audit met 5 times; Asset/Liability met 4 times. Each current director participated in at least 75% of aggregate Board and committee meetings and all attended the 2024 Annual Meeting (non‑employee directors by teleconference) .
• Executive sessions: Independent Vice Chairman presides at regular executive sessions of independent directors .
• Hedging/derivative policy: Directors/officers/employees are to refrain from trading in put/call options on Company securities; policy discourages hedging .
• Clawbacks: Company maintains clawback policy consistent with NYSE rules; bonus awards under the Executive Incentive Plan are subject to clawback for restatements and peer-measure revisions .
• Say‑on‑Pay context: 2024 advisory vote on executive compensation received 93.1% approval; enhancements include performance‑based equity and formalized EIP metrics and peer group .

Fixed Compensation

• Director fee schedule (2024): annual cash retainer $14,000; Audit and Compensation chairs +$2,500; Board meeting fee $5,000 ($7,500 for Chairman); Compensation meeting $1,500 ($3,000 for chair) first meeting, then $1,000 ($2,000 for chair); Audit $750 ($1,500 for chair); Asset/Liability $750; Nominating $500 ($1,000 for chair). Non‑employee directors and the Chairman received committee attendance fees; employee directors’ compensation detailed elsewhere .

Performance Compensation

• No performance‑conditioned equity awards for directors were disclosed; 2024 director grants are time‑based restricted stock (no stock options for Garrett) .

Other Directorships & Interlocks

• Public company boards: None disclosed for Garrett in HOMB’s proxy biography .
• Private/non‑profit/academic boards: UCA and UALR Accounting Advisory Boards; Conway Development Corporation .
• Interlocks/related party review: Nominating & Corporate Governance Committee reviews/approves related party transactions; banking transactions with directors occur at market terms and conform to Regulation O .

Expertise & Qualifications

• CPA with expertise in tax accounting, auditing, financial statement analysis, succession planning, business consulting, personnel management and recruiting; Board deems her financially literate and qualified for Audit Committee service .
• Recognized by Board as possessing audit committee financial expert attributes under SEC rules .
• Education: University of Central Arkansas graduate .

Equity Ownership

Governance Assessment

• Strengths: Independent director with deep accounting/audit experience; designated audit committee financial expert; active on Audit and Asset/Liability (risk oversight) committees; strong meeting participation; balanced director pay mix with meaningful equity alignment; no options or pledging disclosed .
• Compensation structure: Standard board retainer/meeting fee schedule; time‑based restricted stock grants with multi‑year vesting; no director‑specific performance metrics—reduces risk of short‑termism in oversight role .
• Conflicts/related‑party exposure: Company discloses ordinary‑course lending to directors under Reg O at market terms; Nominating & Corporate Governance Committee reviews RPTs; no Garrett‑specific related‑party transactions disclosed in 2024 .
• Signals: Company‑level governance features include independent committee composition, clawback policy, regular executive sessions, and strong say‑on‑pay support—supports investor confidence in board oversight framework; Garrett’s audit expertise strengthens financial reporting and risk controls .