Jay Brogdon
SIMMONS FIRST NATIONALAbout Jay Brogdon
James M. Brogdon, 44, is President of Simmons First National Corporation (SFNC) and Simmons Bank; he was appointed President in December 2023 after serving as President & CFO and previously EVP, CFO & Treasurer; prior to SFNC he was a Managing Director in investment banking at Stephens Inc. . He beneficially owns 36,451 SFNC shares (21,384 directly; 15,067 jointly with spouse), ~0.029% of 125,918,825 shares outstanding, indicating limited equity alignment by percentage of float . 2024 incentive metrics were PPNR and Adjusted Efficiency Ratio; SFNC delivered PPNR of $215.205M vs $214.0M target and ER of 64.59% vs 65% target, supporting a cash incentive payout of $714,945 for Brogdon . Long-term PSUs granted in 2022 paid out at 0% due to sub-threshold relative Core ROAA (~12th percentile), Core ROTCE (~16th percentile) and TSR (~10th percentile), highlighting underperformance on those 3-year measures through 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Simmons First National Corporation | President; previously President & CFO; EVP, CFO & Treasurer | 3 years (company tenure) | Led finance and operations; contributed to M&A integration and execution evidenced by prior cash bonus recognition tied to completed acquisitions |
| Simmons Bank (subsidiary) | President* | 3 years* | Executive leadership at banking subsidiary (position held at both Company and Bank) |
| Stephens Inc. | Managing Director, Investment Banking | Not disclosed | Prior capital markets/M&A experience applicable to SFNC’s strategic execution |
* Officer holds positions at both the Company and the Bank .
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stephens Inc. | Managing Director, Investment Banking | Not disclosed | Transaction execution, advisory experience leveraged in SFNC roles |
Fixed Compensation
| Metric ($USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $465,000 | $550,000 | $672,788 |
| Bonus (discretionary, dividend equivalents, M&A recognition) | $20,000 | $194,640 | $0 |
| All Other Compensation (401k, stipends/dues, NQDC, insurance) | $76,010 | $73,755 | $84,423 |
| Total | $1,327,882 | $1,816,740 | $2,394,091 |
Performance Compensation
2024 Cash Incentive Plan (CIP) — Design and Outcome
| Component | Weight | Target | Actual | Payout % | Amount Paid ($) |
|---|---|---|---|---|---|
| Adjusted PPNR less Net Charge-Offs | 35% | $214,000,000 | $215,204,867 | 102% | $249,900 |
| Adjusted Efficiency Ratio (ER) | 35% | 65% | 64.59% | 104% | $255,045 |
| Strategic Performance | 30% | Company plan objectives | Achieved (Committee-certified) | 100% | $210,000 |
| Total CIP | — | Targeted benefit: $700,000 (100% of salary) | — | — | $714,945 |
Notes:
- Threshold/Target/Max payout curve: 1% / 100% / 200% of component weighting; committee may adjust for comparability .
- 2024 CIP components and weightings for participating NEOs were uniform (PPNR 35%, ER 35%, Strategic 30%) .
Long-Term Equity Incentives (2026 Performance Period, granted Feb 2024)
| Item | Design | Brogdon Target | Allocation ($) | Vesting |
|---|---|---|---|---|
| RSUs | Time-based | 50% of equity target | $420,000 | Vest in 3 equal annual tranches on 2/28/2025, 2/28/2026, 2/28/2027 |
| PSUs | 3-year performance-based | 50% of equity target | $420,000 (Target) | Payout early 2027 after certification; earnout 50%–200% of target |
| PSU Metrics | Weighting | Threshold | Target | Maximum |
| TBV Per Share Growth vs Peer Group | 50% | 25th percentile | 50th percentile | 75th percentile |
| TSR vs KBW Regional Banking Index | 50% | 25th percentile | 50th percentile | 75th percentile |
2022 PSU Outcomes (paid in 2025 for 2022–2024 period): Core ROAA ~12th percentile, Core ROTCE ~16th percentile, TSR ~10th percentile → Aggregate payout 0% of target .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial ownership (direct + joint) | 36,451 shares (21,384 direct; 15,067 joint) |
| % of shares outstanding | ~0.029% of 125,918,825 shares (as of 3/5/2025) |
| Unvested RSUs at 12/31/2024 | 2,071 vest 4/26/2025–2026; 8,000 vest 4/26/2025–2026; 9,637 vest 1/19/2025–2026; 22,365 vest 2/28/2025–2027 |
| Outstanding PSUs (max shares) | 28,910 (2015 Plan, perf period ends 12/31/2025); 26,282 (2015 Plan, perf period ends 12/31/2025); 44,730 (2023 Plan, perf period ends 12/31/2026) |
| Options (exercisable/unexercisable) | No options listed for Brogdon in 2024 YE outstanding table |
| Hedging/Pledging | Prohibited for directors and officers at least SVP; exceptions require NCGC approval |
| Ownership guidelines | EVP+ must hold equity equal to 3x base salary; 5 years to comply; includes unvested RSUs and outstanding PSUs at 100% payout in calculation |
Employment Terms
- Change-in-Control (CIC) agreements: double-trigger; payout equals 2–3x base salary plus incentive (higher of target CIP for year of termination or average of prior two years’ actual awards); RSUs vest if terminated within 1 year of CIC; PSUs vest at target if CIC occurs after first 9 months of performance period; CIP pays at target pro-rated; defined benefit deferred comp vests upon CIC .
- Deferred compensation: participant in non-qualified defined benefit-type deferred compensation agreements (company-paid); also eligible for NQDC Plan allowing deferrals and company match; 2024 company made discretionary 2.56% contributions to NQDC; fully vested; paid upon separation per 409A election .
- Clawback: policy applies to incentive-based compensation upon an accounting restatement; incorporated into cash and equity plans .
- Insider Trading Policy: governs director/officer transactions; policy included as exhibit to 10-K filed 2/27/2025 .
- Perquisites: 2024 “All Other Compensation” includes $22,632 401(k) plan contributions, $12,000 stipend/club dues, $35,159 NQDC contributions, $14,632 insurance premiums; total $84,423 .
Board Governance
- Board service: Brogdon is disclosed as an executive officer (President) and is not listed among SFNC’s 14 director nominees in the 2025 proxy; thus no SFNC board committee roles are disclosed for him .
- SFNC board structure: Chairman and CEO roles combined as of 1/1/2025; independent Lead Director (Steven Cossé) chairs executive sessions; 13 of 14 directors are independent; all Audit, Compensation, and NCGC members are independent .
- Anti-hedging/anti-pledging and stock ownership policies apply to directors and officers .
- Committee activity and attendance: Board met 8 times in 2024; all incumbent directors attended ≥75% of meetings/committees; Compensation Committee chaired by Susan Lanigan as of 2/29/2024 and engaged Pearl Meyer, with no identified conflicts .
Compensation Structure Analysis
- Mix and trajectory: 2024 total direct compensation emphasizes incentives; for NEOs, base+bonus ~29–45%, cash incentives ~0–32%, equity incentives ~28–71% of total direct comp; Brogdon’s 2024 stock awards ($847,186) and CIP ($714,945) indicate high variable pay exposure .
- Performance metrics: 2024 CIP focused on adjusted PPNR and adjusted ER with structured thresholds/targets/maximums; results slightly above target on both, supporting near-target payouts .
- LTIP risk: PSUs tie to relative TBV growth and TSR percentiles with 50/50 weighting; 2022 PSU cycle paid 0% (Core ROAA/ROTCE/TSR below threshold), signaling alignment with multi-year relative performance and potential downside when underperforming .
- Governance controls: clawback policy and anti-hedging/pledging reduce adverse risk-taking and hedging misalignment .
- Peer benchmarking: compensation targeted to peer median using a 20-bank regional peer group; supports market competitiveness without excessive guarantees .
Director Compensation (Not Applicable)
- No SFNC director compensation disclosed for Brogdon; he is not listed as a Company director in 2025 proxy .
Other Directorships & Interlocks
- No public company board roles or committee positions disclosed for Brogdon beyond SFNC executive status in the proxy .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval for 2023 NEO compensation ~93%, indicating general shareholder support for pay practices; committee continues to evaluate evolving governance and pay trends .
Expertise & Qualifications
- Background: Senior finance/operator with investment banking experience; executive finance leadership at SFNC; specific educational degrees not disclosed in the proxy .
- Board financial governance: Not designated as SFNC director; committee “financial expert” designations apply to Audit Committee members (Shoptaw, Cossé, West), not to Brogdon .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SFNC/Simmons Bank | EVP, CFO & Treasurer → President & CFO → President | 3 years (as of 2025 proxy) | Progressed to President in Dec 2023; dual Company/Bank roles |
| Stephens Inc. | Managing Director, Investment Banking | Not disclosed | Prior experience in investment banking |
Compensation Committee Analysis
- Committee members (2024): Jay Burchfield (Chair until 2/29/2024), Susan Lanigan (Chair starting 2/29/2024), Steven Cossé, Jerry Hunter, Robert L. Shoptaw, Mindy West; all independent; uses Pearl Meyer; no conflicts identified .
- Target setting: cash and equity incentive targets determined using internal plans and peer/market data; LTIP grants typically approved in Q1 .
Related Party Transactions & Red Flags
- Policy: Related party transactions reviewed under Code of Ethics and NCGC oversight; loans to insiders must comply with Regulation O; independence assessed; no Brogdon-specific related-party issues disclosed .
- Risk mitigants: anti-hedging/pledging, clawback, resignation policy for directors failing majority votes, annual board/committee self-evaluations .
Investment Implications
- Pay-for-performance alignment: 2024 CIP outcomes near target reflect operational execution improvement; however, the 2022 PSU cycle paid 0%, highlighting multi-year relative underperformance and reinforcing the downside sensitivity of equity-based awards .
- Retention risk: CIC double-trigger protection (2–3x salary+incentive) and full vesting of deferred comp on CIC reduce departure risk during strategic transitions; RSUs and PSUs maintain longer-term alignment, with PSUs contingent on relative TBV/TSR .
- Selling pressure: Anti-hedging/anti-pledging policies mitigate collateral-driven sales; vesting schedules across 2025–2027 create predictable supply events; Brogdon’s ownership is <0.03% of float, so insider selling pressure is limited in market impact .
- Governance: Combined Chair/CEO with strong Lead Director and independent committees suggests oversight balance; continued shareholder support (~93% say-on-pay) reduces headline risk on compensation .