Robert Adcock Jr.
HOME BANCSHARESAbout Robert H. Adcock, Jr.
Independent director (age 76) with over two decades of board service at Home BancShares (director 1998–2003 and since 2007; former Vice Chairman 2007–2019). Co‑founder of HOMB alongside Chairman/CEO John Allison; prior Arkansas State Bank Commissioner (2003–2007) and retired First National Bank of Conway executive (20+ years; retired 1996). Currently serves on HOMB’s Asset/Liability Committee and is designated independent under NYSE rules. Tenure, regulatory experience, and deep banking background position him as a seasoned governance voice on risk and regulatory matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Home BancShares, Inc. | Director; Vice Chairman | Director 1998–2003 and since 2007; Vice Chairman 2007–2019 | Co‑founder; asset/liability oversight; strategic leadership |
| State of Arkansas (Bank Department) | Arkansas State Bank Commissioner | 2003–2007 | Regulatory leadership; banking oversight statewide |
| First National Bank of Conway | Executive (20+ years); retired | Retired 1996 | Banking operations and management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adcock Farming (Gould, AR) | Owner/operator | Ongoing | Operates farming business; adds real‑asset and operations perspective |
| Real estate holdings (Conway, AR) | Owner | Ongoing | Local market knowledge; property investment experience |
Board Governance
- Committee assignments: Asset/Liability Committee member; this committee met 4 times in 2024 and oversees liquidity, interest rate, and market risk strategy for the bank subsidiary .
- Independence: Board identifies Adcock as independent under NYSE rules; Audit, Compensation, and Nominating Committees are fully independent .
- Attendance: In 2024, each current Board member participated in at least 75% of Board and applicable committee meetings; the Board held 4 regular and 2 special meetings; all current members attended the 2024 Annual Meeting .
- Leadership structure: Combined Chair/CEO (Allison) with independent Vice Chairman leading executive sessions (Engelkes); separate CEO at bank subsidiary for operational oversight .
- Retirement age waiver: The Board waived the 75‑year mandatory retirement age for several directors, including Adcock, through the 2026 Annual Meeting (continuity benefits vs. refresh risk) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $71,700 | Board/committee/advisory meeting fees across holding company and bank |
| Stock awards (grant date fair value) | $73,830 | 3,000 restricted shares granted Jan 19, 2024 at $24.61 per share; director grants vest in three equal annual installments starting Jan 19, 2025 |
| Option awards | — | No options granted; as of Dec 31, 2024 Adcock held no stock options |
| All other compensation | $5,465 | Includes restricted stock dividends and cell phone expenses |
| Total | $150,995 | Sum of 2024 director compensation |
- Director fee schedule (applies to non‑employee directors): annual cash retainer $14,000; Board meeting $5,000 ($7,500 for Chairman); Audit $750 ($1,500 chair); Compensation $1,000 ($3,000 January mtg chair); Nominating $500 ($1,000 chair); Asset/Liability $750 per meeting; additional $2,500 annual retainer for Audit and Compensation chairs .
Performance Compensation
- None disclosed for directors; equity grants are time‑based restricted stock without performance metrics. Performance‑linked pay in the proxy pertains to named executive officers, not directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Adcock |
| Private/non‑profit/academic boards | None disclosed for Adcock |
| Interlocks or overlaps | Co‑founder with current Chair/CEO (Allison); independence affirmed under NYSE rules |
Expertise & Qualifications
- Banking and regulatory: Co‑founder of HOMB; former Arkansas State Bank Commissioner; deep understanding of Regulation O and supervisory frameworks .
- Risk oversight: Asset/Liability Committee experience focused on interest rate/liquidity risk management .
- Operations and real assets: Multi‑decade bank operations leadership; active farming and real estate ownership .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 1,449,206 shares | <1% of shares outstanding (less than 1% per proxy footnote) |
| IRA | 79,426 shares | Personal retirement account |
| Robert H. Adcock Trust | 1,143,970 shares | Trust ownership |
| Carol Adcock Trust | 216,810 shares | Trust ownership |
| Restricted stock held | 6,000 shares | As of Dec 31, 2024; director grants vest 3‑year ratably beginning Jan 19, 2025 |
| Stock options | 0 | No options held as of Dec 31, 2024 |
| Pledged shares | Not disclosed | No pledge disclosure for Adcock; pledge noted for some other directors only |
Insider Trades
| Date | Transaction | Shares | Price | Value | Notes |
|---|---|---|---|---|---|
| Jan 25, 2024 | Company repurchase from director | 4,104 | $24.37 | ~$100,014 | Price based on prior day NYSE close less $0.25 per share discount; related‑party transaction |
Related‑Party Exposure and Conflicts
- Company repurchased 4,104 shares from Adcock for ~$100,014 on Jan 25, 2024 at prior‑day market price less $0.25 discount; approved under related‑party oversight processes (case‑by‑case Nominating & Corporate Governance Committee review) .
- General director/officer banking relationships: HOMB’s bank engages in ordinary‑course loans to directors/officers under Reg O, with aggregate $36.3 million outstanding as of Dec 31, 2024; specific borrowers not named; none were non‑accrual/past due/problem loans .
- Leases from directors: Aggregate payments to each director for leased properties were < $120,000 in 2024; identities not specified (cannot attribute to Adcock) .
- Section 16 compliance: No delinquency disclosed for Adcock; two late filings noted for Allison and one for Davis .
Governance Assessment
- Strengths: Independence affirmed; extensive regulatory/banking expertise; meaningful share ownership through trusts and IRA; committee focus on asset/liability risk; attendance ≥75% in 2024; no pledged shares disclosed .
- Alignment: Receives standard director cash and time‑vested equity; restricted stock grants align with shareholder value; total 2024 comp of $150,995 is consistent with peer community bank director norms disclosed in proxy; no performance metrics tied to director pay (common in banking) .
- Watch items and potential red flags: Related‑party share repurchase (small, near‑market price) merits monitoring for precedent and fairness; age waiver to 2026 suggests board refresh considerations; co‑founder status with combined Chair/CEO role highlights need for robust independent oversight via committees and Vice Chair executive sessions .
- Overall: Adcock contributes deep regulatory and banking acumen on risk oversight with solid attendance and independence designation. Related‑party exposure appears limited and disclosed; continued focus on independent committee leadership and board refresh planning should sustain investor confidence .