Julie Stackhouse

About Julie Stackhouse

Julie Stackhouse, 66, is an independent director of Simmons First National Corp. (SFNC) elected in 2021. She retired in 2020 as Executive Vice President at the Federal Reserve Bank of St. Louis overseeing bank regulation, discount window lending, community development, and learning innovation; previously she held managerial roles at the Federal Reserve Banks of Kansas City and Minneapolis. She graduated summa cum laude from Drake University in 1980 with a B.S. degree. Her credentials emphasize financial regulation, risk oversight, and public-sector leadership relevant to banking governance .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Stackhouse is independent under NASDAQ standards and she is not a member of the Audit, Compensation, or Nominating & Corporate Governance Committees as of the 2025 proxy .
• Committee assignments:
  • 2024: Risk Committee member (committee met 4 times) .
  • 2023: Audit Committee member (9 meetings) and Risk Committee member (4 meetings) .
• Attendance: In 2024 the Board met 8 times; all incumbent directors attended at least 75% of Board and committee meetings for which they served. Same disclosure for 2023 (7 Board meetings) .
• Governance policies: Anti-hedging and anti-pledging policies apply to directors; stock ownership guidelines for directors require holdings valued at ≥3× the annual equity retainer, with a 5-year compliance window; clawback policy applies to incentive-based compensation under the 2023 Plan .

Fixed Compensation

• Committee retainer schedule (policy-level): Audit Chair $20,000; Audit Vice-Chair $5,000; Compensation Chair $15,000; Compensation Vice-Chair $5,000; Executive Chair $25,000; NCGC Chair $10,000; Risk Chair $15,000 (2024 policy) .
• 2023 retainer schedule (historical): Committee member and chair fees were higher for Risk chair ($35,000) and varied by committee; equity retainer approx. $60,000 in RSUs (see performance section) .

Performance Compensation

• No director options or performance-based metrics disclosed for director compensation; equity is time-vested RSUs aligned to service milestones .

Other Directorships & Interlocks

• No current public company directorships disclosed for Stackhouse beyond SFNC. External roles are civic, foundation, and regulatory accreditation-related (non-public) .
• Independence affirmed; no interlock or related-party issues noted for Stackhouse in the independence review (contrast: Doramus independence review disclosed separately) .

Expertise & Qualifications

• Financial regulatory expertise with deep knowledge of bank operations and risk, developed across senior leadership in Federal Reserve System roles .
• Education: B.S., Drake University, 1980, summa cum laude .
• Skill fit: Oversight of legal, regulatory, compliance, and risk matters for a large financial institution; service on multiple audit committees in external organizations .

Equity Ownership

Insider trading activity (Form 4):

Insider trades show ongoing quarterly RSU vesting and a notable open-market purchase in July 2025, signaling increased personal alignment; SFNC maintains anti-hedging and anti-pledging policies for directors [ReadFile: /tmp/insider_trades_20251120_031008.json].

Governance Assessment

• Strengths:
  • Regulatory depth: Former Fed EVP with direct oversight of bank supervision and risk; well-suited for Risk Committee and regulatory oversight at a bank holding company .
  • Independence and engagement: Board affirmed independence; served on Audit (2023) and Risk (2023–2024), with at least 75% attendance; Board met 8 times in 2024 and 7 times in 2023 .
  • Alignment policies: Director stock ownership guidelines (≥3× equity retainer) and anti-hedging/anti-pledging policies mitigate misalignment risks .
  • Ownership and recent purchase: Beneficial ownership of 12,273 shares as of Feb 7, 2025, plus continuous RSU vesting; open-market purchase of 1,080 shares in July 2025 indicates additive alignment .
• Watch items / potential red flags:
  • Committee rotation: No current Audit/Comp/NCGC membership in 2025 proxy; ensure sufficient risk/compliance influence remains via Risk Committee and full board .
  • Ownership guideline status: Company discloses guideline (≥3× equity retainer) but does not disclose individual compliance status; directors restricted from liquidating equity awards until compliant .
  • Related-party transactions: None disclosed for Stackhouse; company maintains a formal related party policy .

Notes on Director Compensation Structure

• Year-over-year mix moved modestly toward equity in 2024 (RSU grant value ~$70k vs ~$60k in 2023), while cash fees were stable; all equity vests in four equal quarterly installments conditional on continued service .
• Director compensation includes Simmons Bank board and committee fees; Stackhouse’s SB fees totaled $45,000 in 2024 (Board $35,000; Committee Chair/Vice-Chair $10,000) .
• Clawback policy applies to incentive-based compensation under the 2023 Plan; however, director equity is time-based and no performance metrics are disclosed for director pay .

Independence, Attendance, and Engagement

Related Party Transactions and Conflicts

• Company-level disclosure highlights a Related Party Transactions Policy; no related-party transactions disclosed concerning Stackhouse in the proxy independence review .
• Anti-hedging and anti-pledging policies apply to directors, limiting alignment risks from derivatives or pledging; exceptions require NCGC approval .

Say-on-Pay & Shareholder Feedback (Company-level context)

• The company conducts advisory say-on-pay votes; next anticipated at the 2025 annual meeting, reflecting broader compensation governance (executives, not directors) .

Compensation Peer Group and Consultant (Company-level context)

• Executive compensation is administered by the Compensation Committee with use of a compensation consultant and clawback policy; not directly applicable to director pay structure .

Summary Implications for Investors

• Stackhouse brings high-caliber regulatory and risk oversight expertise, with confirmed independence and sustained committee engagement—favorable for governance quality and control environment .
• Ownership alignment is supported by anti-hedging/pledging policy and RSU structure; the July 2025 open-market purchase strengthens alignment signaling .
• No conflicts or related-party exposures disclosed; continued monitoring of committee assignments and ownership guideline compliance is advised .