Milburn Adams
HOME BANCSHARESAbout Milburn Adams
Milburn Adams (age 81) is an independent director of Home BancShares, Inc. (HOMB) since October 2011 and a director of Centennial Bank (formerly First State Bank) since 2004. He serves on the Audit and Risk Committee and the Compensation and Leadership Development Committee; he is not a committee chair. Background includes 13 years with the Arkansas Department of Education and senior roles in the manufactured housing industry; since 2005 he has been an Operations Consultant at Reliance Health Care. Independence is affirmed by the Board under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arkansas Department of Education | Area Supervisor of Special Education; Director of Evaluation and Admissions at Arkansas School for the Deaf | 13 years | Public service/education oversight |
| Squire Homes | General Manager (admin, sales, manufacturing, distribution across eight states) | 1982–1986 | Led multi-state manufacturing operations |
| Spirit Homes, Inc. | President | 1986–1997 | Ran manufactured home business in Conway, AR |
| Cavalier Homes, Inc. | Division President | 1997–2000 | Division leadership post-acquisition of Spirit Homes |
| Reliance Health Care | Operations Consultant | 2005–present | Operations support for 41 skilled nursing facilities in AR/MO |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Reliance Health Care | Operations Consultant | 2005–present | Administrative services to 41 skilled nursing facilities |
| Other public company boards | — | — | None disclosed in proxy |
Board Governance
- Independence: Board determined Adams is independent under NYSE rules; both Audit and Compensation Committees are wholly independent.
- Committee memberships: Audit and Risk Committee (member); Compensation and Leadership Development Committee (member). No chair roles.
- Attendance and engagement: In 2024 the Board held 4 regular and 2 special meetings; each current director participated in at least 75% of Board and committee meetings; all current directors attended the 2024 Annual Meeting. Audit met 5x; Compensation 2x; Nominating 1x; Asset/Liability 4x.
- Executive sessions: Independent Vice Chairman (Engelkes) leads regular executive sessions of independent directors.
- Mandatory retirement policy: Directors generally not eligible for re‑election at age 75; Board granted waivers through the 2026 meeting for several directors including Adams.
Fixed Compensation
| Component (CY2024) | Amount | Details |
|---|---|---|
| Fees earned or paid in cash | $81,950 | Annual cash retainer $14,000; meeting/committee fees per schedule below |
| Other compensation | $4,500 | Restricted stock dividend income |
Director fee schedule (applies to non-employee directors and Chairman):
- Annual cash retainer $14,000; committee chair retainers: Audit and Compensation $2,500. Board meeting fee $5,000 ($7,500 for Chairman). Compensation Committee: $1,500 for January meeting ($3,000 for chair), $1,000 each other meeting ($2,000 for chair). Audit and Risk Committee: $750 ($1,500 for chair). Asset/Liability Committee: $750. Nominating Committee: $500 ($1,000 for chair).
Performance Compensation
| Equity Award | Grant Date | Quantity | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (RSUs) | Jan 19, 2024 | 3,000 shares | $73,830 | Vests in three annual equal installments starting Jan 19, 2025 |
- Options: None outstanding for Adams as of Dec 31, 2024.
- Note: Non-employee director equity awards are time‑vested, not performance‑based. However, as a member of the Compensation Committee, Adams oversees executive pay programs that are explicitly performance‑based. 2024 Executive Incentive Plan (company-wide governance context):
| Metric (FY2024) | Target | Actual |
|---|---|---|
| Return on Average Assets (adjusted) | ≥ 1.20% | 1.77% |
| Return on Tangible Common Equity (adjusted) | ≥ 10% | 16.64% |
| Efficiency Ratio (adjusted) | < 47% | 42.65% |
| Net Charge-off Ratio | ≤ 1% | 0.10% |
| Peer Percentiles (ROAA / ROTCE / Efficiency / NIM) | ≥ 66.7th | 93.67% / 87.33% / 92.67% / 94.33% (as of 9/30/2024) |
- Clawbacks: Executive cash bonuses and performance-based equity subject to clawback under plan and NYSE-compliant policy.
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| Centennial Bank (subsidiary) | Director | Not specified in proxy |
| Other public companies | — | — |
No external public company directorships or disclosed interlocks for Adams in the latest proxy.
Expertise & Qualifications
- Multi-sector operating experience (manufactured housing general management; healthcare operations consulting) with long-standing service on bank boards since 2004, providing practical business oversight and familiarity with HOMB’s banking markets.
- Committee experience in audit (financial literacy) and compensation oversight at the holding company level.
Equity Ownership
| As of | Beneficial Shares | Restricted Shares Included | Options (Exercisable/Unexercisable) | Pledged Shares | Ownership % of Outstanding |
|---|---|---|---|---|---|
| Jan 31, 2025 | 151,050 | 6,000 | None | None disclosed | 0.076% (151,050 ÷ 198,838,424) |
- Shares outstanding as of record date: 198,838,424.
- Footnote confirms Adams’ total includes 6,000 restricted shares; no pledge notation for Adams (pledges are disclosed for others).
Governance Assessment
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Strengths
- Independence and dual membership on key oversight committees (Audit and Compensation) enhance board effectiveness; both committees are fully independent.
- Board reports ≥75% attendance across Board/committee meetings for all current directors and full attendance at the 2024 Annual Meeting, supporting engagement.
- Clear director pay structure with modest cash retainer and standardized meeting fees; equity grants are time‑vested RSUs—limited scope for pay‑for‑performance drift at the director level.
- Personal equity stake (151,050 shares including 6,000 restricted) and no pledging disclosed, indicating alignment and lower collateralization risk.
- As Compensation Committee member, oversees robust executive performance frameworks and clawbacks; 2024 say‑on‑pay support was strong (93.1%), indicating shareholder confidence in compensation governance.
-
Watch items / potential red flags
- Mandatory retirement policy waivers through 2026 for multiple directors including Adams (age 81) may signal board entrenchment risk; monitor refreshment and succession planning.
- Related‑party banking transactions are significant in aggregate ($36.3m outstanding; largest relationship $34.1m) though conducted at market terms and Reg O‑compliant; no Adams‑specific loan disclosure. Continue oversight via the Nominating/Corporate Governance Committee’s RPT review.
- Combined Chairman/CEO structure at holding company offset by independent Vice Chairman leading executive sessions; remains a governance structure to monitor for oversight robustness.
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Policies supporting investor confidence
- Hedging/derivative trading discouraged for insiders (puts/calls), reducing misalignment/optics risk.
- Audit Committee includes designated financial experts; all members financially literate.
Overall, Adams’ independence, committee roles, and ownership are supportive of board effectiveness and alignment. Key governance monitoring areas are board refreshment given age waivers and continued rigor in related‑party transaction oversight.