Robert Shoptaw
SIMMONS FIRST NATIONALAbout Robert L. Shoptaw
Independent director at Simmons First National Corporation since 2006; age 78. Former President and CEO of Arkansas Blue Cross Blue Shield (retired 2008) and later Chairman of its Board (2009–2016); served as ABCBS Audit Committee Chair until March 2022. Education: B.A. in Economics (Arkansas Tech University, 1968), M.B.A. (Webster University) with Health Services Management focus, and Harvard Business School Advanced Management Program (1991). The Board designates him as an “audit committee financial expert” per SEC Item 407(d)(5) and Nasdaq financial sophistication standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arkansas Blue Cross Blue Shield (ABCBS) | President & CEO | 1994–2008 | Led large mutual health insurer; retired 2008 |
| ABCBS | Chairman, Board of Directors | 2009–2016 | Oversight leadership; continued on Board after retirement |
| ABCBS | Audit Committee Chair | Until March 2022 | Chaired audit oversight through Mar-2022 |
| ABCBS | Executive VP & COO | 1987–1994 | Operations leadership |
| ABCBS | Various management roles | 1970s–1980s | Medical services management, professional relations, Medicare admin |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Little Rock Metrocentre Improvement District | Chairman, Board of Commissioners | Current | Civic governance role |
| Arkansas Research Alliance | Founding Board Member | Recent past | Innovation and research ecosystem |
| University of Arkansas College of Medicine | Chair, Board of Visitors | Recent past | Academic oversight |
| Arkansas Center for Health Improvement | Board Member | Completed 20-year tenure | Public health policy body |
Board Governance
| Area | Detail |
|---|---|
| Independence | Board determined Shoptaw is independent; Audit, Compensation, and NCGC are fully independent |
| Committee Assignments (2024) | Audit Committee Chair; Compensation Committee member; Nominating & Corporate Governance Committee member; Executive Committee member |
| Financial Expert | Designated “audit committee financial expert”; financially sophisticated under Nasdaq Rule 5605(c)(2)(A) |
| Meeting Attendance | Board met 8 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings; all directors attended 2024 annual shareholders’ meeting |
| Committee Activity (2024) | Audit met 9 times; Compensation met 6; NCGC met 4; Executive met 4 |
| Lead Independent Director | Company maintains strong, independent lead director who chairs Executive Committee |
| Governance Policies | Anti-hedging and anti-pledging policy for directors; director stock ownership policy; annual Board and committee self-evaluations |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $90,000 |
| Stock Awards (Grant-date fair value) | $70,013 |
| All Other Compensation | $0 |
| Total | $160,013 |
| Simmons Bank Board Fees Included in Total | $35,000 |
- Committee chair cash retainers (structure): 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 .
- Deferred Compensation Plan: Non-employee directors may defer fees (retainers, meeting, committee) with credited earnings equal to the 10-year U.S. Treasury yield; plan frozen to new deferrals and closed to new participants in Dec-2022 .
Performance Compensation
| Grant Detail | Terms |
|---|---|
| Annual Board Equity Retainer (RSUs) | Approximately $70,000 value; granted May 1, 2024; 4,040 RSUs valued at $17.33 closing price |
| Vesting | Four substantially equal installments: grant date (immediate), Jul 1, 2024; Oct 1, 2024; Jan 2, 2025 (must be serving on Board at vest) |
| Unvested RSUs at 12/31/2024 | 1,010 RSUs outstanding for each non-employee director |
| Cash Retainer Election | Directors may elect to receive cash retainers in RSUs; those RSUs vest on quarterly payment dates |
- No performance-based metrics (e.g., revenue/TSR/ESG targets) are disclosed for director equity; RSUs are time-based vesting .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current Public Company Boards | None mentioned in 2025 proxy biography for Shoptaw |
| Compensation Committee Interlocks | 2024 Compensation Committee members (including Shoptaw) were non-employees and not former officers of the Company |
Expertise & Qualifications
- Health insurance executive experienced in finance, operations, regulatory programs (Medicare admin), and enterprise oversight .
- Designated audit committee financial expert; financially sophisticated per Nasdaq .
- Academic credentials spanning economics, business administration/health services management, and Harvard AMP .
Equity Ownership
| Category | Shares |
|---|---|
| Owned of Record | 46,716 |
| Jointly with Spouse | 36,000 |
| IRA | 4,800 |
- Anti-pledging policy: Directors prohibited from pledging or hedging Company securities; exceptions require NCGC approval .
- Stock ownership policies for directors are maintained (specific multiples not disclosed) .
Governance Assessment
- Independence and oversight strength: Audit Chair with financial expert designation and fully independent key committees support robust financial reporting oversight .
- Engagement: Audit (9), Compensation (6), NCGC (4), Executive (4) meetings in 2024; Board meeting attendance threshold met and shareholder meeting attended, indicating active participation .
- Compensation alignment: Mix of cash ($90,000) and time-vested RSUs ($70,013; 4,040 units) aligns director incentives with shareholder value without short-term performance gaming; no options or performance metrics disclosed for directors .
- Policies mitigate risk: Anti-hedging/pledging and director stock ownership policies, plus annual self-evaluations and strong lead independent director, bolster governance quality .
- RED FLAGS: None disclosed for Shoptaw regarding related-party transactions, hedging/pledging, attendance shortfalls, or compensation anomalies in 2024 .