Marty Casteel
SIMMONS FIRST NATIONALAbout Marty D. Casteel
Marty D. Casteel, 74, has served on Simmons First National Corporation’s Board since 2020. He previously led Simmons Bank for over 30 years, including as Chairman, President, and CEO (2013–2020) and served as Senior Executive Vice President of SFNC (2013–2020). He holds a B.S.B.A. in Marketing from the University of Arkansas (1974) and served in the U.S. Army (1974–1978) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simmons Bank (SFNC lead subsidiary) | Chairman, President & CEO | 2013–2020 | Deep operational/regulatory oversight; risk mitigation expertise cited by Board |
| Simmons First National Corporation | Senior Executive Vice President | 2013–2020 | Enterprise risk and policy evaluation experience noted |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jefferson Regional Medical Center | Director | Current | Health system governance |
| Arkansas Research Alliance | Director | Current | Innovation/economic development |
| Arkansas Championship Trust | Director | Current | Community initiative |
| Economic Development Alliance of Jefferson County | Past Director | Prior service | Local economic development |
| Mortgage Bankers Association of Arkansas | Past President | Prior service | Industry leadership |
Board Governance
- Independence: Classified as Independent director; not a member of Audit, Compensation, or Nominating & Corporate Governance (NCGC) committees .
- Committee assignments: Executive Committee (member; Chair is Steven Cossé) and Risk Committee (member; Chair is Mark Doramus). 2024 meetings: Executive 4x; Risk 4x .
- Attendance: Board met 8 times in 2024; all incumbent directors attended ≥75% of aggregate Board and committee meetings for periods served; all directors attended the 2024 annual meeting .
- Lead Independent Director: Steven Cossé; presides over executive sessions; strong independent oversight .
- Policies: Anti-hedging and anti-pledging policy; exceptions require NCGC approval . Director stock ownership guideline: ≥3x annual equity retainer within five years; restrictions on selling equity compensation until compliant .
Fixed Compensation (Director)
| Component | Details | 2024 Amount |
|---|---|---|
| Cash retainer (SFNC + SB) | Fees earned/paid in cash (may be shifted to RSUs by election) | $53,000 for Casteel |
| Equity retainer (SFNC) | RSUs granted May 1, 2024; 4,040 RSUs at $17.33; vesting quarterly (grant date, Jul 1, Oct 1, Jan 2) | $70,013 standard for most directors |
| Committee chair/vice fees (schedule) | Audit Chair $20k / Vice $5k; Compensation Chair $15k / Vice $5k; Executive Chair $25k; NCGC Chair $10k; Risk Chair $15k | Policy amounts (applies where applicable) |
| Simmons Bank Board fees | SB Board fees included in totals | $35,000 for Casteel (SB Board) |
| Simmons Bank committee chair/vice fees | SB committee leadership fees included in totals | $30,000 for Casteel (SB committee chair/vice) |
| Stock awards (total RSU value) | Includes annual equity retainer and any elected RSU-in-lieu of cash retainers | $117,027 for Casteel |
| Other compensation | Term life premiums/perqs minimal | $0 for Casteel |
Notes:
- Each director could elect to receive cash retainers in RSUs; Casteel’s higher stock award vs standard suggests he elected additional RSUs in lieu of cash [a].
- As of Dec 31, 2024, each non-employee director had 1,010 unvested RSUs outstanding (reflects quarterly vesting structure) [a].
Performance Compensation (Director)
- Non-employee directors do not have performance-based incentive pay. Equity retainer RSUs vest on time-based quarterly schedule; no financial or TSR metrics apply to director compensation .
Other Directorships & Interlocks
| Company | Type | Role | Interlock Risk |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company interlocks disclosed for Casteel |
Expertise & Qualifications
- Banking leadership: Former Chairman/President/CEO of Simmons Bank; extensive operational, lending/deposit, regulatory affairs, policy evaluation, and enterprise risk experience .
- Education: B.S.B.A. Marketing, University of Arkansas (1974) .
- Service: U.S. Army (1974–1978) .
- Board’s view: Provides needed insight into banking operations and risk mitigation for SFNC .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Casteel) | 205,521 shares; <1% of outstanding | Breakdown below; <1% per proxy [k] |
| Shares outstanding (record date) | 125,918,825 | As of Mar 5, 2025 |
| Breakdown | 169,091 direct; 8,766 joint with spouse; 22,434 in 401(k); 5,230 ESPP | As disclosed [k] |
| Unvested RSUs (Dec 31, 2024) | 1,010 RSUs (each non-employee director) | Standard quarterly vesting RSUs [a] |
| Hedging/Pledging | Prohibited absent NCGC-approved exception | Policy applies to directors |
| Ownership guideline | ≥3x annual equity retainer within 5 years; sale restrictions until compliant | Director guideline |
Governance Assessment
-
Strengths:
- Independent director with deep banking operating and risk experience; sits on Risk and Executive Committees, supporting board oversight of credit, liquidity, cybersecurity/IT risks and agenda-setting .
- Strong governance policies (anti-hedging/pledging, ownership guidelines, clawback for incentive compensation), executive sessions led by an independent Lead Director, and annual board/committee self-evaluations promote board effectiveness and investor confidence .
- Attendance and engagement meet thresholds; all directors attended the 2024 annual meeting; board met 8x and incumbents attended ≥75% of meetings .
-
Potential risks/considerations:
- Former senior executive of SFNC and prior CEO of Simmons Bank may raise perceived alignment with management; however, board formally evaluated and designated him as independent under NASDAQ standards .
- Related-party banking relationships are possible but must comply with Regulation O and are considered immaterial if on market terms; no Casteel-specific related-party transactions disclosed .
-
Compensation alignment:
- Director pay is primarily fixed cash retainer plus time-vested RSUs; absence of performance-linked metrics reduces risk of short-termism but also limits explicit pay-for-performance signals for directors .
- Casteel’s 2024 mix skewed toward equity ($117,027 stock awards vs $53,000 cash), with additional service/leadership fees at Simmons Bank (SB Board $35,000; SB committee chair/vice $30,000), indicating meaningful equity alignment and subsidiary governance workload .
-
Shareholder sentiment:
- Say-on-pay support for NEO compensation was ~93% at the 2024 meeting, suggesting general investor confidence in compensation governance (context for overall governance environment) .
Related-Party Exposure and Conflicts
- Policy requires arm’s-length terms; Regulation O-compliant loans/deposits to directors or affiliates deemed consistent with independence; no adverse classifications or criticized credits disclosed impacting independence. No related-party transactions involving Casteel are disclosed .
Director Compensation Detail (Casteel, 2024)
| Metric | Value |
|---|---|
| Fees Earned or Paid in Cash | $53,000 |
| Stock Awards (RSUs, incl. elected RSUs-in-lieu) | $117,027 |
| All Other Compensation | $0 |
| SB Board Fees (included in totals) | $35,000 |
| SB Committee Chair/Vice Fees (included in totals) | $30,000 |
| Standard Annual Equity Retainer (most directors) | $70,013; 4,040 RSUs at $17.33; quarterly vest |
| Committee Chair/Vice Fee Schedule (SFNC) | Audit $20k/$5k; Compensation $15k/$5k; Executive $25k; NCGC $10k; Risk $15k |
Committee Assignments (Casteel)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Executive Committee | Member (Chair: Steven Cossé) | 4 |
| Risk Committee | Member (Chair: Mark Doramus) | 4 |
| Audit | Not a member | — |
| Compensation | Not a member | — |
| NCGC | Not a member | — |
Independence & Attendance
| Attribute | Status |
|---|---|
| Independence | Independent director under NASDAQ standards |
| Annual Meeting Attendance (2024) | Attended (all directors attended) |
| Meeting Attendance Threshold | All incumbents ≥75% of aggregate Board/committee meetings |
RED FLAGS
- None disclosed regarding pledging, hedging, related-party transactions, low attendance, or director-specific perquisite anomalies. Anti-hedging/pledging policy in force; ownership guidelines with sale restrictions until compliant .