George Makris III
SIMMONS FIRST NATIONALAbout George Makris III
Executive Vice President, General Counsel, and Secretary at Simmons First National Corporation (SFNC). Age 39 with 9 years of service; appointed EVP, General Counsel & Secretary in April 2020 after serving as Senior Vice President, Assistant General Counsel, and Assistant Secretary. 2024 performance pay tied to company-level adjusted PPNR, efficiency ratio, and strategic objectives; Makris III’s CIP payout reflected above-target operating metrics and a discretionary uplift for strategic negotiations. Three-year PSU results for the 2022 grant paid at 0% based on below-threshold peer-relative Core ROAA, Core ROTCE, and TSR, indicating no long-term equity windfall from 2022 awards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Simmons First National Corporation | Senior Vice President, Assistant General Counsel, Assistant Secretary | Prior to Apr 2020 (dates not disclosed) | Recognized for “substantial efforts” in key contract negotiations; Compensation Committee certified 150% of strategic CIP component for 2024 |
External Roles
- Not disclosed in the proxy and 8-K filings reviewed.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $370,001 | $384,616 |
| Bonus ($) | $66,319 (includes dividend equivalents and other bonuses as defined) | $0 |
| All Other Compensation ($) | $55,759 | $57,504 |
| Change in Pension Value ($) | $47,393 | $55,629 |
| Total ($) | $755,486 | $974,072 |
| 2024 Perquisites & Other Benefits | Amount ($) |
|---|---|
| 401(k) Plan | $22,632 |
| Stipend and Club Dues | $12,000 |
| NQDC Plan | $7,837 |
| Insurance Premiums | $15,035 |
| Total | $57,504 |
Performance Compensation
2024 Cash Incentive Plan (CIP) Design and Outcome
| Component | Weight | Target Mechanics | 2024 Actual | Payout Factor | 2024 Amount ($) |
|---|---|---|---|---|---|
| Adjusted Pre-Provision Net Revenue (PPNR) less Net Charge-Offs | 35% | Threshold $192M; Target $214M; Max $235M | $215.205M | 102% of component | $71,400 |
| Adjusted Efficiency Ratio (ER) | 35% | Threshold 69%; Target 65%; Max 61% | 64.59% | 104% of component | $72,870 |
| Strategic Performance | 30% | 0–200% (no formal threshold) | Committee-certified 150% for Makris III | 150% of component | $90,000 |
| Total CIP | — | Target set at 50% of base salary ($200,000) | — | — | $234,270 |
| CIP Target Opportunity (2024) | % of Base Salary | Target $ |
|---|---|---|
| George A. Makris III | 50% | $200,000 |
Design notes:
- Components and weights uniform for participating NEOs: 35% PPNR, 35% ER, 30% Strategic .
- Payout range per metric: 1%–200% of target; Committee retained discretion to adjust for comparability and strategic contributions .
Equity Incentives
| Grant (2024, for 2024–2026 PSU cycle) | Instrument | Units (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Equity Plan (02-28-24) | PSUs | 6,390 | $121,027 | Pays in early 2027 post-certification; TBV Growth and TSR relative metrics |
| Equity Plan (02-28-24) | RSUs | 6,390 | $121,027 | Time vesting in three equal installments on Feb 28, 2025–2027; cash dividend equivalents at vest |
| 2024 Targeted Equity Incentive | % of Salary | Target $ | RSU Allocation $ | PSU Allocation $ |
|---|---|---|---|---|
| George A. Makris III | 60% | $240,000 | $120,000 | $120,000 |
2024–2026 PSU performance metrics and weights:
- Tangible Book Value Per Share Growth percentile vs compensation peer group (50%)
- Total Shareholder Return percentile vs KBW Regional Banking Index (50%)
- Threshold 25th; Target 50th; Maximum 75th percentile for each metric
Historic PSU (2022 grant, performance period ended 12/31/2024):
| Metric | Threshold | Target | Max | 2024 Result | Payout |
|---|---|---|---|---|---|
| Core ROAA Ranking | 25th | 50th | 75th | ~12th percentile | 0% |
| Core ROTCE Ranking | 25th | 50th | 75th | ~16th percentile | 0% |
| TSR Ranking | 25th | 50th | 75th | ~10th percentile | 0% |
| Aggregate Payout | — | — | — | — | 0% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Feb 7, 2025) | 43,103 shares (41,323 of record; 1,780 by spouse); less than 1% of outstanding shares |
| Anti-Hedging/Pledging Policy | Directors and certain officers (incl. EVPs) prohibited from hedging and pledging company securities; exceptions require NCGC approval |
| Stock Ownership Guidelines | EVPs must hold 3x base salary; compliance assessed annually, with five years to comply; unvested RSUs and outstanding PSUs at 100% count toward compliance |
| 2024 Shares Vested | 5,905 shares; value realized $113,224 |
Unvested/Outstanding awards at 12/31/2024:
| Instrument | Shares (#) | Vesting/Performance Window |
|---|---|---|
| RSUs | 1,210 | Vest 02/23/2025 |
| RSUs | 3,242 | Vest in two installments on 01/19/2025–2026 |
| RSUs | 6,390 | Vest in three installments on 02/28/2025–2027 |
| PSUs (max) | 9,726 | 2015 Plan performance period ends 12/31/2025 |
| PSUs (max) | 12,780 | 2023 Plan performance period ends 12/31/2026 |
Employment Terms
- Change in Control Agreements (CIC): double-trigger; lump sum equal to 2–3x base salary plus incentive (higher of target CIP for year of termination or average of last two years of actual CIP); RSUs vest upon termination within one year post-CoC; PSUs vest at target if CoC occurs after first nine months of performance period; CIP pays pro-rated at target; deferred compensation service requirements waived at CoC .
- Clawback: compensation clawback policy applies to incentive-based compensation for accounting restatements; embedded in cash and equity plans .
- Insider Trading Policy: policy included as a 10‑K exhibit; governs transactions by directors and officers .
- Related Party Oversight: Company discloses employment of George A. Makris III as the son of the Chairman/CEO; compensation reviewed and approved by the Compensation Committee per policy .
Compensation Structure Analysis
- Pay Mix: For NEOs, 2024 cash and equity incentives comprised a significant share of total direct compensation; Makris III’s structure included a 50% of salary CIP target and 60% of salary equity target (50% RSUs / 50% PSUs) .
- Shift Toward RSUs/PSUs: No stock options granted in 2024; equity awards focused on RSUs (time-based) and PSUs (performance-based), reducing option risk and tying payouts to peer-relative TBV and TSR .
- Performance Rigor: 2022 PSUs paid 0% based on below-threshold relative Core ROAA/ROTCE/TSR—strong indicator of pay-for-performance discipline and downside protection .
- Say-on-Pay: ~93% approval at 2024 meeting—suggests shareholder support for executive pay design .
- Peer Benchmarking: Compensation targeted around peer group median; peer banks listed across regional comparables .
Investment Implications
- Alignment: Anti-hedging/pledging policy, ownership guidelines (3x salary), and PSUs tied to peer-relative TBV and TSR align incentives with long-term shareholder value and mitigate hedging/pledging red flags .
- Near-Term Selling Pressure: RSU vesting tranches in 2025–2027 (1,210; 3,242; 6,390 shares) create scheduled liquidity events; monitor Form 4 activity around Feb 23, Jan 19, and Feb 28 vest dates each year .
- Performance Signal: 2024 operating metrics were modestly above target (PPNR and ER), but the 2022 PSU cycle paid 0%—a cautionary read for long-term relative performance and equity realization, tempering compensation windfalls despite short-term operational beats .
- Retention Risk Economics: Double-trigger CIC with 2–3x severance and accelerated vesting mechanics provides robust retention and neutrality in M&A scenarios; absence of individual tax gross-up for Makris III (gross-up only disclosed for CEO) limits shareholder-unfriendly features .
- Governance: Related-party disclosure handled via Compensation Committee oversight; continued monitoring advisable given familial relationship to the Chairman/CEO .
Note: Where specifics (education, external roles, non-compete, auto-renewal, garden leave) are not disclosed in the latest proxy/8‑Ks, they are omitted per instruction.
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