William Clark
SIMMONS FIRST NATIONALAbout William E. Clark, II
William E. Clark, II (age 55) has served on the SFNC board since 2008 (≈17 years). He is Chief Executive Officer of Clark Contractors, LLC (founded 2009) and previously served at CDI Contractors from 1994–2009, culminating as CEO (2007–2009). He holds a B.S.B.A. in Business Management from the University of Arkansas (1991). The board deems him independent; his construction industry expertise informs credit allocation and lending priorities.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clark Contractors, LLC | Chief Executive Officer | 2009–Present | CEO of a national commercial contractor; brings construction-cycle insights to credit policy setting |
| CDI Contractors | Various roles; Chief Executive Officer | 1994–2009; CEO 2007–2009 | Led a major contractor; relevant to evaluating construction-related lending exposures |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fifty for the Future | Member | N/A | Civic leadership group |
| CARTI | Board Member | N/A | Cancer care non-profit |
| UAMS Foundation Fund Board | Past Chairman | N/A | Healthcare foundation governance |
| UAMS Consortium | Past President/Chairman | N/A | Academic medicine consortium |
| Arkansas Children’s Hospital Committee for the Future | Member | N/A | Pediatric healthcare philanthropy |
| St. Vincent Foundation | Member | N/A | Hospital foundation |
| Young Presidents Organization | Former Member | N/A | Executive leadership network |
| Walton College of Business, University of Arkansas | Dean’s Executive Advisory Board | N/A | Business school advisory |
| Arkansas Executive Forum | Member | N/A | Business leadership forum |
Board Governance
- Independence: Independent director; not currently serving on Audit, Compensation, or Nominating & Corporate Governance committees; not listed on Risk or Executive Committees in 2024 .
- Attendance: Board met 8 times in 2024; all incumbent directors attended at least 75% of Board and applicable committee meetings; all 14 directors standing for election attended the 2024 annual meeting .
- Subsidiary board: Serves on Simmons Bank board (SB Board fee $35,000 in 2024) .
- Policies: Anti-hedging and anti-pledging policies for directors; resignation policy if a director fails to receive majority support in uncontested elections; independent Lead Director structure; annual board/committee self-evaluations .
- Ownership guidelines: Directors must own company stock equal to at least 3× the annual equity retainer within five years; directors restricted from selling equity awards until guideline is met .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Detail |
|---|---|---|
| Board cash fees | $70,000 | Parent company and subsidiary fees are paid quarterly; see SB breakdown below |
| Equity retainer (RSUs) | $70,013 | Annual grant of 4,040 RSUs on 2024-05-01 at $17.33; vests in four quarterly installments through 2025-01-02 |
| All other comp | $105 | Primarily term life insurance premiums |
| Total | $140,118 | Includes SB fees described below |
| Simmons Bank board (SB) fees | $35,000 (subset of cash above) | No SB committee chair/vice-chair fees |
Director fee structure and committee chair retainers:
- Standard annual equity retainer ≈$70,000 in RSUs (quarterly vesting) .
- Committee chair retainers (if applicable): Audit $20,000; Compensation $15,000; Executive $25,000; NCGC $10,000; Risk $15,000; vice-chairs where applicable $5,000 (Audit/Compensation) .
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Performance-based cash bonus | None disclosed for directors | |
| Performance-based equity (PSUs) | None; director equity paid as time-vested RSUs |
Non-employee directors are compensated via cash retainers and time-vested RSUs; there are no performance metrics tied to director pay.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Mr. Clark in the proxy |
| Committee roles at other public companies | None disclosed |
| Interlocks/related directorships with SFNC competitors/customers/suppliers | None disclosed; no committee interlocks identified for Mr. Clark |
Expertise & Qualifications
- Construction industry operator (CEO, Clark Contractors; former CEO, CDI Contractors); board cites his experience as valuable to assessing construction industry dynamics critical to credit allocation and lending priorities .
- Regional market connectivity via extensive civic and healthcare board service, supporting market insight for SFNC’s lending markets .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership | 33,100 shares (30,100 directly; 3,000 jointly with spouse) |
| % of shares outstanding | <1% (per proxy notation) |
| Unvested director RSUs outstanding at 12/31/2024 | 1,010 RSUs (per non-employee director status) |
| Hedging/pledging | Prohibited by policy for directors unless an exception is approved by NCGC |
| Director ownership guideline | ≥3× annual equity retainer; 5 years to comply |
Governance Assessment
- Alignment: Balanced cash/equity director pay (~50/50 in 2024) with quarterly vesting supports ongoing alignment; meaningful personal share ownership (33,100 shares) augments skin-in-the-game .
- Independence & workload: Independent with no current committee memberships (neither Audit, Compensation, NCGC, Risk, nor Executive), which limits direct committee oversight exposure but also avoids committee-specific conflicts; attendance threshold met (≥75%) .
- Conflicts/related-party: No related-party transactions involving Mr. Clark disclosed; company emphasizes arm’s-length handling of any director banking relationships under Reg O and reviews any criticized credits for independence impact .
- Risk controls: Anti-hedging/pledging policy, director resignation policy for failed majority, and ownership guidelines reduce governance risk; say-on-pay support of ~93% in 2024 indicates broader investor comfort with compensation governance (context) .
RED FLAGS: None disclosed specific to Mr. Clark. No low attendance, no related-party exposure, no hedging/pledging exceptions, and no pay anomalies noted in the proxy.