Susan Lanigan
SIMMONS FIRST NATIONALAbout Susan Lanigan
Independent director (age 62) serving on Simmons First National Corporation’s board since 2017, with legal and governance credentials built as EVP & General Counsel at Chico’s FAS (2016–2018) and Dollar General (2002–2013). Education: University of Georgia (undergraduate) and University of Georgia School of Law (JD) . She is independent and currently serves on three key board committees—Audit, Compensation (Chair as of Feb 29, 2024), and Nominating & Corporate Governance—reflecting strong governance alignment and expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chico’s FAS, Inc. | Executive Vice President & General Counsel | May 2016–July 2018 | Senior legal and governance leadership at NYSE-listed retailer |
| Dollar General Corporation | Executive Vice President & General Counsel | Jul 2002–May 2013 | Governance and legal leadership at Fortune 200 NYSE-listed company |
| Zale Corporation | Senior Vice President & General Counsel | Prior to 2002 | Corporate legal leadership |
| Troutman Sanders LLP | Litigation Attorney | Early career | Foundational legal training (now Troutman Pepper Locke LLP) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kirkland’s Inc. (Nasdaq) | Director; Compensation Committee Chair | Current | Chairs Comp Committee; ongoing governance role |
| Vi-Jon, Inc. | Director; Nominating Committee Chair | Through Dec 31, 2022 | Chaired nominating; governance oversight |
| Tennessee Education Lottery Commission | Chair (gubernatorial appointee) | 2014–2021 | Oversaw public agency governance |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; independent on Audit, Compensation, and Nominating & Corporate Governance committees |
| Committee assignments | Audit Member; Compensation Chair (as of Feb 29, 2024); Nominating & Corporate Governance Member; Executive Committee Member during 2024 |
| Committee meeting cadence (2024) | Audit: 9 meetings; Compensation: 6; Nominating & Corporate Governance: 4; Executive: 4 |
| Board attendance | All incumbent directors attended ≥75% of board and committee meetings during service in 2024; Board met 8 times |
| Lead Independent Director | Steven Cossé serves as Lead Director and chairs executive sessions; continues post 2025 leadership combination |
| Codes and policies | Code of Ethics; Insider Trading Policy; anti-hedging and anti-pledging for directors/senior officers; director resignation policy on failed majority vote |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $57,500 | Includes cash retainers (corporation and Simmons Bank board) |
| Stock Awards (RSUs) | $95,017 | Annual equity retainer paid in RSUs; directors can elect RSUs instead of cash for retainers |
| All Other Compensation | $105 | Primarily term life insurance premiums |
| Total | $152,622 | Sum of above |
Director Compensation Program Details:
- Annual equity retainer approximately $70,000, paid in RSUs issued May 1, 2024 at $17.33 per share; quarterly vesting over four tranches (grant date, Jul 1, Oct 1, Jan 2) .
- Committee chair retainers (cash unless RSU election): Audit $20,000; Compensation $15,000; Executive $25,000; Nominating & Corporate Governance $10,000; Risk $15,000; vice-chair retainer where applicable .
- Simmons Bank board compensation increment: Lanigan received $35,000 for SB board service in 2024 .
Performance Compensation
As Compensation Committee Chair (from Feb 29, 2024), Lanigan oversaw 2024 executive incentive designs and payouts. Key short-term incentive metrics and outcomes:
| Metric (CIP) | Weight (NEOs) | Threshold | Target | Maximum | 2024 Result | Payout vs Target |
|---|---|---|---|---|---|---|
| Adjusted PPNR less Net Charge-Offs | 35% | $192M | $214M (Landing zone $205–$222M) | $235M | $215.205M | 102% of allocated target |
| Adjusted Efficiency Ratio (ER) | 35% | 69% | 65% (Landing zone 66–64%) | 61% | 64.59% | 104% of allocated target |
| Strategic Performance | 30% | N/A | 100% | 200% | Certified achieved (some individual adjustments) | 100% for most; 150% for Makris III component |
Representative CIP payouts (showing plan function as administered by Comp Committee):
| Executive | Total CIP Paid ($) |
|---|---|
| CEO (Fehlman) | $1,021,350 |
| CFO (Hobbs) | $363,856 |
| President (Brogdon) | $714,945 |
| EVP GC (Makris III) | $234,270 |
Long-term incentive oversight:
- 2024 LTIP mix: 50% RSUs (time-vest); 50% PSUs with 3-year performance (2024–2026) .
- PSU criteria and weights: TBV per share growth rank (peer group) 50%; TSR rank (KBW Regional Banking Index) 50%; Threshold 25th percentile, Target 50th, Max 75th .
- 2022 PSU cycle paid 0% (below threshold on ROAA, ROTCE, TSR ranks), reflecting pay-for-performance rigor .
Comp Committee process and advisors:
- Pearl Meyer retained as independent compensation consultant; no conflicts identified .
- Annual peer group of 20 regional banks used for benchmarking executive comp levels and design .
Other Directorships & Interlocks
| Company | Listing/Type | Role | Committee roles |
|---|---|---|---|
| Kirkland’s Inc. | Nasdaq-listed | Director | Compensation Committee Chair |
| Vi-Jon, Inc. | Private | Former Director | Nominating Committee Chair through Dec 31, 2022 |
| Tennessee Education Lottery Commission | State agency | Chair | Public oversight 2014–2021 |
No related-party transactions disclosed involving Lanigan; general policy treats ordinary-course arm’s-length banking relationships as immaterial for independence if consistent with Regulation O .
Expertise & Qualifications
- Senior legal executive at large, listed retailers (Chico’s FAS; Dollar General), providing deep governance, compliance, and compensation oversight expertise .
- Board leadership at Kirkland’s (Compensation Chair) and public sector commission chair experience, indicating seasoned governance judgment .
- Education: University of Georgia (BA); University of Georgia School of Law (JD) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Susan Lanigan | 27,273 | <1% | Beneficial ownership as of Feb 7, 2025 |
Alignment policies:
- Director stock ownership guideline: minimum value equal to 3x annual equity retainer; 5-year compliance window; restrictions on liquidating equity compensation until guideline met .
- Anti-hedging and anti-pledging policy for directors and senior officers; exceptions require NCGC approval .
Governance Assessment
- Strengths: Independent status; chairs the Compensation Committee; serves on Audit and NCGC; robust attendance standards met at board level; strong anti-hedging/pledging and stock ownership policies; use of independent consultant; rigorous PSU metrics showing zero payout when performance underperforms peers (pay-for-performance integrity) .
- Signals of investor alignment: Director compensation includes meaningful RSU grants with quarterly vesting; equity ownership guidelines; prohibition on pledging; say-on-pay approval around 93% in 2024 indicating broader shareholder support for compensation structure .
- Potential conflicts: None disclosed specific to Lanigan; policy framework requires related-party transactions to be arm’s-length and committee-reviewed; general approach consistent with independence .
- RED FLAGS: None disclosed for Lanigan. Notably, broader company context includes family employment (CEO’s son as GC) and change-in-control tax gross-up applicable only to a former CEO; these do not pertain to Lanigan but are governance considerations at the company level .
Overall, Lanigan’s committee leadership and legal/governance background support board effectiveness and compensation oversight, with policies that mitigate alignment risks and no disclosed related-party exposures involving her .