Mark Doramus
SIMMONS FIRST NATIONALAbout Mark C. Doramus
Mark C. Doramus, 66, has served as an independent director of Simmons First National Corporation (SFNC) since 2015. He is Chief Financial Officer of Stephens Inc., with prior roles in corporate finance and as Assistant to the President at Stephens, following earlier career positions at Arthur Andersen & Co. and Trammell Crow Company. He holds a B.A. in Economics and Business from Rhodes College and an M.A. in Real Estate and Regional Science from Southern Methodist University; he is a Certified Public Accountant. The Board cites his accounting and financial services experience as valuable for risk management, internal controls, and capital management oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stephens Inc. | Chief Financial Officer | 1996–present | Senior financial leadership; corporate finance 1988–1994; Assistant to the President 1994–1996 |
| Arthur Andersen & Co. | Certified Public Accountant | 1980–1983 | Audit/accounting experience |
| Trammell Crow Company (Dallas) | Professional | 1983–1988 | Real estate and finance exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CHI St. Vincent Infirmary Board of Directors | Director; Chairman | 2007–2016; Chair 2012–2014 | Non-profit board leadership |
| University of Arkansas at Little Rock | Board of Visitors Member | 2004–2016 | Advisory/oversight |
| Winthrop Rockefeller Foundation | Director; Chairman | 2004–2009; Chair 2009 | Philanthropic governance |
Board Governance
| Governance Area | Detail |
|---|---|
| Committee Assignments | Risk Committee Chair; Executive Committee member |
| Audit/Comp/NCGC Membership | Not a member of Audit, Compensation, or Nominating & Corporate Governance Committees per independence table |
| Independence Status | Board determined Independent; considered Stephens Inc. investment banking/brokerage and insurance services to SFNC and subsidiaries—fees below NASDAQ independence thresholds; Board concluded the relationship does not impair independent judgment |
| Meeting Attendance | Board met 8 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings for which they served; all directors attended the 2024 annual shareholders’ meeting |
| Executive Sessions | Board periodically meets in executive sessions; strong independent lead director chairs the Executive Committee and presides over executive sessions |
Fixed Compensation (Director Pay – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 0 | SFNC cash fees for Doramus were $0 |
| Stock Awards (Grant-date fair value) | 155,025 | Equity retainer granted May 1, 2024; directors can elect to take cash retainers in RSUs |
| All Other Compensation | 53 | Primarily term life insurance costs |
| Total (SFNC) | 155,078 | Per director compensation table |
| Simmons Bank Board Fees (included in Total) | 35,000 | SB Board fees; chair/vice-chair fees $0; SB total $35,000 |
RSU mechanics: Annual equity retainer of 4,040 RSUs valued at $17.33 on May 1, 2024; vests in substantially equal quarterly installments on grant date, July 1, October 1, and January 2; directors may elect to receive cash retainers in RSUs; as of December 31, 2024, each non-employee director had 1,010 unvested RSUs outstanding .
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| RSUs (Director Annual Retainer) | Time-vested quarterly installments across May 1, July 1, Oct 1, Jan 2 | No director-specific performance metrics disclosed; vesting based on service time |
| Cash Retainer Election into RSUs | Allowed; RSUs valued in February at conclusion of election process | No performance metrics; time-based vesting aligned to cash payment dates |
The proxy’s performance metric framework (PPNR, Efficiency Ratio, Strategic goals) applies to executive officer CIP, not to directors; no director performance-based pay metrics disclosed .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Company Directorships | None disclosed for Doramus |
| Interlocks / Related Services | CFO of Stephens Inc.; SFNC and subsidiaries obtained investment banking/brokerage and insurance agency services from Stephens and affiliates—fees below NASDAQ independence thresholds; Board concluded no impairment to independence |
| Related Party Transactions Policy | Company maintains a formal Related Party Transactions Policy |
Expertise & Qualifications
- Financial leadership: Long-tenured CFO in financial services; prior CPA and real estate finance roles .
- Board-cited strengths: Accounting, risk management, internal controls, capital management .
- Education: B.A. Economics & Business (Rhodes); M.A. Real Estate & Regional Science (SMU) .
- Ethics and alignment environment: Anti-hedging and anti-pledging policies for directors; stock ownership policies maintained .
Equity Ownership
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 49,898 shares (jointly with spouse) |
| Ownership % of Class | <1% (as indicated by “*” in beneficial ownership table) |
| Unvested RSUs (as of 12/31/2024) | 1,010 RSUs for each non-employee director |
| Hedging/Pledging | Prohibited for directors under Company policy; exceptions require NCGC approval |
| Director Ownership Guidelines | Required value equal to at least 3× the annual equity retainer; directors generally given five years to comply (individual compliance status not disclosed) |
Governance Assessment
- Board effectiveness: Doramus chairs the Risk Committee (met 4 times in 2024) and serves on the Executive Committee, aligning with his financial risk background; attendance standards met across Board/committees and directors attended the 2024 annual meeting—supportive for investor confidence .
- Independence/conflict oversight: While Stephens Inc. provides services to SFNC, the Board affirmed independence after finding fees below NASDAQ thresholds and no impairment to judgment—a manageable related-party exposure but worth monitoring as a potential perceived conflict .
- Alignment signals: Meaningful equity-based director compensation and anti-hedging/anti-pledging policy reinforce alignment; director ownership guidelines (3× equity retainer) further support governance discipline, though individual compliance status is not disclosed .
- Compensation structure: Doramus took $0 cash fees and higher equity awards, consistent with the ability to elect cash retainers in RSUs—signals long-term orientation; director RSUs are time-vested without performance metrics, typical for bank boards .
RED FLAGS to monitor
- Service-provider ties: Ongoing Stephens Inc. services (investment banking/brokerage/insurance) constitute a related-party exposure even if currently below independence thresholds; any fee increases or expanded engagements could elevate risk perception .
- Disclosure gaps: No individual compliance disclosure for director ownership guidelines; absence of director-specific attendance rates (only aggregate threshold) limits granular oversight evaluation .