Jerry Hunter
SIMMONS FIRST NATIONALAbout Jerry Hunter
Independent director of Simmons First National Corporation since 2017. Age 72. Senior Counsel in Commercial Litigation and Labor & Employment at Bryan Cave Leighton Paisner LLP; previously a partner there (1994–2020). Prior public-sector leadership includes General Counsel of the National Labor Relations Board and Director of the Missouri Department of Labor and Industrial Relations. Education: B.A. in History & Government (minor in Mathematics), University of Arkansas at Pine Bluff (1974); J.D., Washington University School of Law (1977); Program for Senior Executives in State and Local Government, Harvard Kennedy School (1987) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bryan Cave Leighton Paisner LLP | Partner | 1994–2020 | Led complex commercial and labor matters; now Senior Counsel |
| National Labor Relations Board | General Counsel | Not disclosed | Federal labor law enforcement leadership |
| Missouri Dept. of Labor & Industrial Relations | Director | Not disclosed | Oversight of state labor policy and enforcement |
| Kellwood Company | Labor Counsel | Not disclosed | Corporate labor relations counsel |
External Roles
| Organization | Role | Tenure/Date | Notes |
|---|---|---|---|
| Missouri-American Water Company | Director | Elected Nov 14, 2022 | Regulated utility board service |
| Kellwood Company | Director (prior) | Not disclosed | Prior board service |
| Boys Hope Girls Hope International | Director (prior) | Not disclosed | Non-profit governance |
| Associated Industries of Missouri | Director (prior) | Not disclosed | Business association governance |
| St. Louis Regional Convention & Sports Complex Authority | Director (prior) | Not disclosed | Civic board |
| U.S. Congress Office of Compliance | Board/Committee (prior) | Not disclosed | Federal compliance governance |
| American Arbitration Association | Director (prior) | Not disclosed | ADR governance |
| Maryville University | Director (prior) | Not disclosed | Academic board |
| U.S. Senate Small Business Committee Advisory Council | Advisory (prior) | Not disclosed | Policy advisory |
| Washington University Law School Board of Advisors | Advisory (prior) | Not disclosed | Academic advisory |
Board Governance
- Independence: The Board determined Hunter is independent under NASDAQ rules; he serves on the Audit and Compensation Committees; not on NCGC .
- Committee meetings in 2024: Audit (9 meetings), Compensation (6 meetings); he was a member of both .
- Attendance: The Board met 8 times; all incumbent directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Leadership and executive sessions: Steven A. Cossé is Lead Director and chairs executive sessions, generally held with regular Board meetings .
- Ethics and trading policies: Company maintains Codes of Ethics and an Insider Trading Policy; anti-hedging and anti-pledging policies apply to directors; stock ownership guidelines in place .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Cash Retainer (SFNC + Simmons Bank board) | $70,000 | Non-employee directors receive cash retainers for SFNC and Simmons Bank boards; Hunter’s Simmons Bank board cash retainer component was $35,000 (included in totals) . |
| Committee Chair/Vice-Chair Fees | $0 | No chair/vice-chair role listed for Hunter in 2024; chair/vice-chair fees only apply to those roles . |
| Equity Retainer (RSUs grant-date fair value) | $70,013 | Annual equity retainer ~ $70,000 in RSUs (4,040 units at $17.33), vesting quarterly on grant date, Jul 1, Oct 1, and Jan 2 . |
| All Other Compensation | $0 | Primarily term life insurance costs for some directors; none for Hunter . |
Performance Compensation
| Element | Structure | Metrics | Vesting/Payment |
|---|---|---|---|
| Director Equity Retainer (RSUs) | Time-based RSUs | None (director equity is not performance-based) | Quarterly vesting over one year; first installment vests at grant, subsequent on scheduled dates . |
No cash bonuses, PSUs, or options are disclosed for non-employee directors in 2024; director compensation is composed of fixed cash and time-vested RSUs .
Other Directorships & Interlocks
| Company/Entity | Public/Private | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| Missouri-American Water Company | Private subsidiary of a regulated utility | None disclosed with SFNC customers/suppliers | Board election noted; no related-party transactions tied to Hunter disclosed . |
| Multiple non-profit/academic boards | Non-profit/academic | None disclosed | Prior service noted; no conflicts disclosed . |
Expertise & Qualifications
- Legal and regulatory: Extensive labor and employment expertise from senior government roles and long private practice tenure; valuable for oversight of legal/regulatory risks in a large financial institution .
- Board/committee service breadth: Prior boards across corporate, civic, and academic institutions; broad governance experience .
- Sector insight: Brings legal and compliance perspective aligned to SFNC’s regulated environment .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 20,460 | Less than 1% of shares outstanding . |
| Unvested Director RSUs (as of 12/31/2024) | 1,010 units | Each non-employee director had 1,010 unvested RSUs at year-end . |
| Pledged/Hedged Shares | Prohibited by policy | Directors are prohibited from pledging and hedging company stock absent NCGC-approved exceptions . |
| Stock Ownership Guideline | ≥3x annual equity retainer | Five years to comply; directors restricted from liquidating equity grants until guideline satisfied . |
| Guideline Counting Rules | Includes unvested RSUs and outstanding PSUs (100% assumed payout) | Applies to directors and senior officers . |
Governance Assessment
- Strengths: Independent status; dual committee membership (Audit and Compensation) enhances oversight in high-risk areas; strong legal/regulatory background; attendance thresholds met and annual meeting participation; robust anti-hedging/pledging and stock ownership policies for alignment .
- Compensation alignment: Director pay mix balanced between cash and equity; quarterly RSU vesting supports ongoing engagement; absence of performance-based director pay avoids short-termism .
- Conflicts/Related-party exposure: No Hunter-specific related-party transactions disclosed; Company policies require arm’s-length terms and committee oversight for any related-party dealings .
- RED FLAGS: None disclosed specific to Hunter. No low attendance, no pledging, no related-party transactions noted; committee independence affirmed. Continued monitoring appropriate for any legal services or credit relationships involving entities with which Hunter is affiliated, under Regulation O and related-party policy frameworks .