Edward Drilling
SIMMONS FIRST NATIONALAbout Edward Drilling
Edward Drilling, 69, has served as an independent director of Simmons First National Corporation (SFNC) since 2008. He retired in 2020 as AT&T’s Senior Vice President of External and Regulatory Affairs after a 41-year career that included President of AT&T’s Arkansas Division (2002) and SVP for all 50 states (2017). He holds a B.S. in Marketing from the University of Arkansas (1978), completed Emory’s Advanced Management Program (1991), and Berkeley Law’s “ESG: Navigating the Board’s Role” executive education (2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T (Southwestern Bell) | Joined in operations; progressed through customer service, sales & marketing, external affairs | 1979–2020 | Regulatory and external affairs leadership across states; oversight of major telecom transitions |
| AT&T Arkansas Division | President | 2002–2017 | State leadership, stakeholder relations |
| AT&T (Corporate) | SVP, External & Regulatory Affairs (all 50 states) | 2017–2020 | Led nationwide regulatory/external affairs |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| Arkansas Game and Fish Foundation | Board Member | Current | Conservation nonprofit board service |
| The Nature Conservancy (Board) | Board Member | Current | Environmental nonprofit board service |
| Arkansas State Chamber of Commerce | Past Chairman | Past | Business advocacy leadership |
| Arkansas Children’s Hospital Board of Trustees | Past Chairman | Past | Healthcare governance |
| University of Arkansas Board of Advisors | Chair (past) | Past | Academic advisory leadership |
| Little Rock Chamber of Commerce | Former President (Board of Directors) | Past | Local economic development |
| UAMS Arkansas BioVentures Advisory Board | Member | Past | Healthcare innovation advisory |
| Arkansas Research Alliance | Founding Member | Past | Science/innovation network |
| Fifty for the Future | Former President | Past | Civic leadership |
| Arkansas Economic Development Commission | Former Vice Chairman | Past | State economic development |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board-determined independent director |
| Committees | Nominating & Corporate Governance Committee (NCGC) Member; Risk Committee Member |
| Committee Chairs | NCGC Chair: Steven Cossé; Risk Chair: Mark C. Doramus |
| Committee Activity (2024) | NCGC met 4x; Risk met 4x |
| Attendance | Board met 8x in 2024; all incumbent directors attended ≥75% of Board and committee meetings; all 14 directors attended 2024 annual meeting |
| Lead Independent Director | Steven Cossé; also chairs Executive Committee and executive sessions, held generally with regular meetings |
| Anti-Hedging/Pledging | Policy prohibits directors from hedging or pledging Company stock (exceptions require NCGC approval) |
| Stock Ownership Guidelines | Directors must hold shares equal to ≥3x annual equity retainer; 5 years to comply; sales restricted until compliant |
Fixed Compensation (Director)
| Component (2024) | Amount | Notes/Vesting |
|---|---|---|
| Fees Earned or Paid in Cash | $80,000 | Company- and bank-level retainers/fees; SB board service detail below |
| Stock Awards (RSUs) | $70,013 | Annual Board equity retainer (~$70k) granted 5/1/2024; RSUs vest in four installments: grant date, 7/1/2024, 10/1/2024, 1/2/2025; each non-employee director had 1,010 unvested RSUs outstanding at 12/31/2024 |
| All Other Compensation | $53 | Term life insurance cost |
| Total (Company-level) | $150,066 | Sum of above |
| Simmons Bank (SB) Board/Committee Fees | $45,000 | SB Board: $35,000; SB Committee Chair/Vice-Chair: $10,000 (included within totals) |
Additional context on director pay structure:
- Annual equity retainer targeted at ~$70,000 in RSUs (4,040 units at $17.33 on 5/1/2024), vesting quarterly with service conditions .
- Committee chair/vice-chair cash retainers (Audit $20k/$5k; Compensation $15k/$5k; Executive $25k; NCGC $10k; Risk $15k) .
Performance Compensation (Director)
| Item | Details |
|---|---|
| Performance-linked components | None for directors; equity retainer is time-vested RSUs, no performance metrics |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in SFNC proxy biography (nonprofit boards listed) |
| Potential interlocks/conflicts | None disclosed involving Drilling; Company details conflict review process and policies (see Related Party Transactions and NCGC oversight) |
Expertise & Qualifications
- Telecom and information technology industry leadership through major transitions and regulatory change; enterprise risk and cybersecurity awareness emphasized in Board’s rationale for his nomination .
- Executive management experience in a large, highly regulated enterprise; ESG board education completed in 2022 .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 34,806 | As of February 7, 2025; <1% of shares outstanding |
| % of Class | <1% | Asterisked as less than 1% |
| Unvested Director RSUs | 1,010 | Each non-employee director had 1,010 unvested RSUs outstanding at 12/31/2024 |
| Hedging/Pledging | Prohibited by policy for directors unless NCGC approves exception | |
| Ownership Guidelines | ≥3x annual equity retainer; 5-year compliance window; sales restricted until compliant |
Insider Trades
| Source | Summary |
|---|---|
| Section 16(a) Filing Compliance | Company states all Section 16 filers timely filed required reports for 2024; the proxy does not list individual Form 4 transaction details |
Governance Assessment
- Role and independence: Drilling is an independent director serving on NCGC and Risk—both key to board effectiveness on nominations, governance, and enterprise risk oversight .
- Engagement: Board met 8x in 2024; all directors, including Drilling, met at least the 75% attendance threshold; all directors attended the 2024 annual meeting—positive engagement signal .
- Alignment: Ownership of 34,806 shares with director stock ownership guidelines and anti-hedging/pledging policy supports alignment and risk discipline; directors must reach ≥3x equity retainer over five years .
- Compensation structure: Director pay balanced between cash retainers and time-vested RSUs with transparent vesting; committee retainer differentials reflect workload; no performance-linked director pay that could bias oversight .
- Conflicts/related party: No related-party transactions disclosed for Drilling; Company outlines robust Related Party Transactions Policy and NCGC review; example independence consideration disclosed for another director (Doramus/Stephens) underscores process rigor .
- Shareholder signals: 2024 say-on-pay for 2023 compensation received ~93% support, suggesting general investor confidence in compensation governance framework .
RED FLAGS: None disclosed specific to Drilling (no pledging, no related-party transactions, attendance threshold met). Anti-hedging/pledging policies and ownership guidelines further mitigate alignment risks .