Russell Teubner
SIMMONS FIRST NATIONALAbout Russell W. Teubner
Independent director of Simmons First National Corporation since 2017; age 68. Co‑founded and led HostBridge Technology (enterprise mainframe integration software) for ~20 years and, following its 2022 acquisition by Broadcom, serves as a Distinguished Engineer in Broadcom’s Mainframe Software Division. Previously served as Chairman of Southwest Bancorp, Inc. (acquired by Simmons in 2017). Recognized for technology entrepreneurship and public service in Oklahoma, including prior service as a director of the Oklahoma City branch of the Federal Reserve Bank of Kansas City .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HostBridge Technology, LLC | Co‑Founder & CEO | 20 years (prior to 2022 sale to Broadcom) | Built mainframe integration software franchise; sold to Broadcom in 2022 |
| Broadcom, Inc. (Mainframe Software Division) | Distinguished Engineer | 2022–present | Technology leadership in mainframe software |
| Southwest Bancorp, Inc. | Chairman | Not disclosed | Board leadership until 2017 acquisition by Simmons |
| Federal Reserve Bank of Kansas City, Oklahoma City Branch | Director (past) | Not disclosed | Regional monetary/financial oversight exposure |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| OSU Innovation Foundation & Cowboy Technology | Board of Advisors | Current | Commercialization advisory |
| Oklahoma Center for the Advancement of Science and Technology (OCAST) | Board Member | Appointed 2019 | State innovation/economic development board |
| Oklahoma Broadband Governing Board | Board Member | Appointed 2022 | State broadband policy and oversight |
Board Governance
- Independence: Independent director; 13 of 14 directors independent overall. Audit, Compensation, and Nominating & Corporate Governance Committees are fully independent .
- Committee assignments: Not currently listed on Executive, Audit, Compensation, Nominating & Corporate Governance, or Risk Committees (no chair roles) .
- Attendance: Board met 8x in 2024; all incumbent directors attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Combined Chair/CEO with a strong Lead Independent Director (Steven Cossé) who chairs executive sessions .
- Policies: Anti‑hedging and anti‑pledging policy for directors; director stock ownership guideline equals ≥3x annual equity retainer; resignation policy for failures to receive majority votes in uncontested elections .
- Related‑party transactions: No Teubner‑specific related party disclosures; Company treats ordinary‑course Reg O‑compliant banking relationships as immaterial for independence .
Fixed Compensation (Director; 2024)
| Component | Amount | Notes |
|---|---|---|
| Cash retainer (Company + Bank board service) | $70,000 | Includes Simmons Bank board cash retainers; SB board portion $35,000 |
| Stock awards (RSUs) | $70,013 | Annual equity retainer issued 5/1/2024 (4,040 RSUs at $17.33) |
| All other compensation | $53 | Term life insurance cost |
| Total | $140,066 | 2024 director compensation total |
Key terms for 2024 director equity retainer: 4,040 RSUs, with four equal vesting installments: grant date (first installment), July 1, 2024; October 1, 2024; January 2, 2025 .
Performance Compensation
Directors do not receive performance‑conditioned equity (no PSUs for directors). Annual director equity is time‑vested RSUs. For 2024 board grants:
- Instrument: RSUs (no performance metrics)
- Grant/units: 4,040 RSUs at $17.33 (5/1/2024)
- Vesting: Four equal installments (grant date; 7/1/24; 10/1/24; 1/2/25)
Other Directorships & Interlocks
| Company | Role | Current/Past | Notes |
|---|---|---|---|
| Southwest Bancorp, Inc. | Chairman | Past | Company acquired by Simmons in 2017 |
| Other U.S. public company boards | — | None disclosed | No current public company directorships disclosed in 2025 proxy |
Expertise & Qualifications
- Technology and mainframe software domain expertise; long‑tenured operating executive (CEO/founder) with M&A exit to Broadcom .
- Prior bank chair experience (Southwest Bancorp) adds commercial banking oversight exposure .
- Public policy and economic development experience (OCAST; broadband board) and prior Federal Reserve regional board service .
Equity Ownership
| Ownership Detail | Shares |
|---|---|
| Total beneficial ownership (Feb 7, 2025) | 114,666 (<1% of shares outstanding) |
| Direct | 19,668 |
| IRA | 64,572 |
| Spouse’s IRA | 2,478 |
| Foundation (Mr. Teubner’s foundation) | 27,948 |
| Unvested director RSUs outstanding at 12/31/2024 | 1,010 (each non‑employee director) |
Policy alignment: Company prohibits director hedging and pledging of company stock; exceptions require NCGC approval .
Insider Trades (2025 signals)
| Date | Type | Shares | Price | Account/Notes | Source |
|---|---|---|---|---|---|
| 2025‑07‑23 | Open‑market purchase | 4,050 | $18.50 | Purchase reported on Form 4 | https://www.sec.gov/Archives/edgar/data/90498/000095017025098481/xslF345X03/ownership.xml |
| 2025‑08‑07 | Open‑market purchase | 2,000 | $18.63 | Direct; post‑txn direct 20,692 | https://www.sec.gov/Archives/edgar/data/90498/000095017025106735/xslF345X05/ownership.xml |
| 2025‑08‑07 | Open‑market purchase | 9,200 | $18.62 | Indirect via SEP‑IRA (post‑txn 53,220) | https://www.sec.gov/Archives/edgar/data/90498/000095017025106735/xslF345X05/ownership.xml |
| 2025‑07‑01 | RSU vest | 929 | $0.00 | Quarterly vest of director RSUs | http://openinsider.com/SFNC |
| 2025‑10‑01 | RSU vest | 929 | $0.00 | Quarterly vest of director RSUs | http://openinsider.com/SFNC |
Third‑party synopsis corroborating July 23 purchase: 4,050 shares at $18.50 (total ~$74,925) . Additional Form 4 index references: .
Governance Assessment
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Strengths
- Independent technology operator with prior bank chair experience; adds IT/cyber and operational oversight to a regional bank board .
- Meaningful beneficial ownership (114,666 shares) across direct, IRA, and foundation holdings; board‑level stock ownership guideline and anti‑hedging/pledging policies reinforce alignment .
- Recent open‑market purchases (July/Aug 2025) signal confidence and strengthen alignment with shareholders .
- Board independence framework robust (13/14 independent); strong Lead Independent Director structure; regular executive sessions .
-
Watch items
- No current committee assignments; limits direct involvement in audit, compensation, nomination, or risk oversight. Consider future assignment (e.g., Risk or Technology oversight at Bank level) to leverage expertise .
- No Teubner‑specific conflicts disclosed; maintain monitoring of any vendor or technology engagements given his role at Broadcom; Company’s related‑party and Reg O framework in place .
- Attendance meets threshold (≥75%) with all directors; maintain visibility on individual director engagement metrics as disclosed in future proxies .
-
Compensation alignment (director)
- Balanced cash/equity mix (roughly 50/50) with time‑vested RSUs; no performance pay for directors, consistent with governance best practice for director independence .
- Simmons Bank board service adds $35,000 cash to compensation; ensures engagement at subsidiary level .
-
Shareholder sentiment context
- 2024 say‑on‑pay approval ~93%—supportive backdrop for pay/governance program (though focused on executives, it informs overall investor confidence) .
RED FLAGS: None disclosed specific to Teubner (no pledging/hedging, no related‑party transactions noted, attendance above threshold). Continue to monitor for any vendor or interlock conflicts given external technology role; confirm ongoing compliance with director stock ownership guideline and anti‑pledging policy .