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Definitive Proxy Statement

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Definitive Additional Materials

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Notice of Annual Meeting of Shareholders

(1)

To elect directors for a term of one year.

(2)

To provide an advisory (non-binding) vote approving the Company’s compensation of its named executive officers.

(3)

To ratify the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the next fiscal year.

(4)

To transact such other business as may properly come before the meeting or any adjournments thereof.

By Order of the Board of Directors

JOHN W. ALLISON

Chairman and Chief Executive Officer

i

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Notice of Annual Meeting of Shareholders

Vote by Telephone

Vote on the Internet

Vote by Mail

Voting at the Annual Meeting

You can vote by calling the toll-free telephone number on your proxy card. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

You also can choose to vote on the Internet by visiting the website for Internet voting printed on your proxy card. Easy-to-follow prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

If you choose to vote by mail, simply mark your proxy, date and sign it, and return it to Computershare in the postage-paid envelope provided. If the envelope is missing, please mail your completed proxy card to Proxy Services, c/o Computershare Investor Services, P.O. Box 505000, Louisville, Kentucky, 40233.

The method by which you vote will not limit your right to vote at the Annual Meeting if you decide to attend in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the Meeting.

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Table of Contents

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Proxy Summary

Date:

April 15, 2021

Time:

10:00 a.m. CST

Location:

Home BancShares, Inc. Corporate Office, 719 Harkrider Street, Conway, Arkansas

Record Date:

February 22, 2021

Number Shares Outstanding and Entitled to Vote: 165,144,218

Matter

Board

Recommendation

Page

Reference

Proposal 1.

Election of Directors.

To elect the 15 nominees listed in this proxy statement as directors for a term of one year.

✓  FOR
each nominee

14

Proposal 2.

Advisory (Non-Binding) Vote on Executive Compensation.

To approve, on an advisory (non-binding) basis, the Company’s compensation of its named executive officers.

✓  FOR

61

Proposal 3.

Ratification of Appointment of Independent Registered Public Accountants.

To ratify the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the next fiscal year.

✓  FOR

62

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Proxy Summary

Highlights of Compensation and Governance Enhancements

•   Adopted a new annual cash Executive Incentive Plan for our NEOs for the 2021 performance year based on pre-determined, weighted performance metrics reflecting key absolute and relative financial performance indicators.

•   Utilized the framework and metrics formalized in the 2021 Executive Incentive Plan for evaluating 2020 performance and setting 2020 cash bonus awards. A full discussion of Executive Incentive Plan and the 2020 results is included in the Compensation Discussion and Analysis.

•   Implemented a new performance-based equity incentive program for the Chairman and CEO under which two-thirds of the equity awarded to our Chairman and CEO for 2021 is subject to pre-determined, weighted performance targets relative to a peer group measured over a 3-year performance period.

•   Established a performance peer group of 65 banking organizations between $10 billion and $50 billion in total assets for purposes of our new cash and equity incentive programs and utilized this peer group in determining our annual cash bonuses for 2020.

•   Utilized a targeted peer group of six banks and bank holding companies for evaluating our Chairman and CEO’s compensation.

•   Adopted meaningful clawback features as part of the newly adopted cash and equity incentive programs.

•   Our Chairman and CEO voluntarily took a $100,000, or 20%, reduction in his annual base salary during 2020 following our 2020 Annual Meeting.

•   Co-founder Robert H. Adcock, Jr., resigned from his independent Board committee positions and the Board elected a new Chairman of the Nominating and Corporate Governance Committee in response to shareholder feedback.

•   Strengthened the Board’s commitment to increasing diversity. The Board nominees for election at the Annual Meeting include three diverse candidates, each of whom has joined the Board within the past four years.

•   Publishing the Company’s second annual Corporate Social Responsibility (CSR) Report and plan to implement a newly created CSR Officer position in 2021.

•

Expanded individual shareholder outreach

•

Senior level management and Board involvement

•

New “fireside chats” with investors

•

Virtual investor conferences

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Proxy Summary

•

Continued strong customer outreach

•

Future shareholder outreach

What We Heard

How We Responded

Increase shareholder engagement and describe the Company’s shareholder outreach efforts, the specific nature of shareholder concerns communicated and how the Company responded.

✓  We reached out to shareholders representing over 45 million of our outstanding shares to hear their feedback and concerns.

✓  We are describing in this Proxy Statement the nature of the comments we received and our response to this feedback.

✓  We implemented a series of “fireside chats” with the investment community to discuss industry-specific impacts on our loan portfolio and customers during the pandemic.

✓  We participated in numerous virtual investor conferences and one-on-one discussions during 2020.

✓  We intend to continue regular and active shareholder outreach in the future.

Discuss the Board’s decision to reappoint the Chairman as the CEO in November 2019 and its view regarding the resulting CEO pay misalignment in 2019.

✓  We have included a discussion in the Compensation Discussion and Analysis section of this Proxy Statement regarding the Chairman’s history with the Company, the Board’s reasons for his reappointment as the CEO in November 2019 and the differential in his compensation from our former CEO who retired in 2019, which the Board believes resulted in a distorted CEO pay-for-performance analysis for 2019.

✓  Our Chairman, who served as our founding CEO from 1998 to 2009 and did not take any salary for the first 10 years of the Company’s history, did not receive any additional compensation in connection with his reappointment as CEO in 2019.

✓  Our Chairman remains the largest individual shareholder of the Company and the majority of his annual total compensation continues to be comprised of stock awards, which we believe closely aligns his interests with the interests of all of our shareholders.

✓  Our Chairman’s 2019 and 2020 annual total compensation is below the median of CEO/Executive Chairman total annual compensation for the Company’s peer group for 2019.

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Proxy Summary

Develop incentive plans that are performance-based utilizing selected pre-determined performance metrics, goals, or payouts formulas, and explain the Board’s rationale for selecting specific metrics or goals or its reasoning for using a different approach to executive compensation. Shareholders and ISS expressed concern that the Company’s annual cash bonus program was entirely discretionary, and that equity awards to the Chairman and CEO were composed solely of time-vesting shares.

✓  We have adopted a new annual cash Executive Incentive Plan (EIP) for our NEOs for the 2021 performance year utilizing pre-determined performance metrics, goals and payout formulas.

✓  The Compensation Committee utilized the framework and metrics formalized in the EIP to evaluate 2020 performance and set 2020 cash bonuses.

✓  We have implemented a performance-based equity incentive program for the Chairman and CEO utilizing pre-determined performance metrics, goals and payout formulas under which two-thirds of his annual award in 2021 will be subject to 3-year performance targets and one-third will be time-based with 3-year cliff vesting.

✓  A discussion of these programs, including the metrics selected and the rationale for selecting such metrics, is included in the Compensation Discussion and Analysis section of this Proxy Statement.

Describe the Compensation Committee’s rationale in determining the size of the equity grant to the Chairman and CEO.

✓  We have included a discussion of the Compensation Committee’s rationale in determining the size of the equity grant to the Chairman and CEO in the Compensation Discussion and Analysis section of this Proxy Statement.

Consider designating a peer group for measuring the Company’s executive compensation and financial performance and describe the Compensation Committee’s methodology for selecting those peers.

✓  For purposes of our new cash and equity incentive programs and our annual cash bonuses for 2020, we have designated a peer group consisting of U.S. banks and bank holding companies with $10 billion to $50 billion in total assets (65 companies).

✓  For purposes of evaluating our Chairman and CEO’s compensation, the Compensation Committee utilized a smaller peer group consisting of six comparable banking organizations selected based on a combination of size, geographic location and certain performance factors.

✓  Further discussion regarding these peer groups and the Committee’s methodology for selecting the peer companies is included in the Compensation Discussion and Analysis section of this Proxy Statement.

Shareholders expressed concern over director Robert H. Adcock, Jr.’s service on independent committees of the Board given his status as co-founder of the Company.

✓  Mr. Adcock resigned from his independent committee positions in response to these shareholder concerns following the 2020 Annual Meeting.

✓  Although a co-founder, Mr. Adcock has never been employed by the Company or any of its subsidiaries.

✓  The Board believes Mr. Adcock’s continued service as an outside director of the Company remains strongly aligned with our shareholders’ interests.

✓  We have included further discussion below in Proposal One – Election of Directors regarding the Board’s belief that Mr. Adcock provides an important and independent oversight perspective to the Board.

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Proxy Summary

Provide a robust discussion of the Board’s rationale for nominating director Alex Lieblong for reelection and his continued service as chairman of the Nominating and Corporate Governance Committee after he received less than a majority of the votes cast or withheld for his election at the 2019 Annual Meeting.

✓  Mr. Lieblong resigned as chairman of the Nominating and Corporate Governance Committee and the Board elected a new chair of the committee following the 2020 Annual Meeting.

✓  Mr. Lieblong’s significant financial expertise and public company board experience provide valuable insight to our Board of Directors, and our Board believes his continued service as a director of the Company remains in the best interests of our shareholders.

✓  His reduced meeting attendance in 2018, which negatively impacted his 2019 reelection results, was an anomaly during his tenure on the Board. He attended all meetings of the Board and the Board committees on which he served in 2019 and 2020.

✓  We have included further discussion of his qualifications and the Board’s support for his reelection below in Proposal One – Election of Directors.

Forbes’ Best Banks

in America

(7 straight years
including 2021)

Metric

12/31/2020

Total Assets

$16.40 billion

Net Income

$214.5 million

Net Income, as adjusted (non-GAAP)⁽¹⁾

$305.9 million

Forbes’ World’s Best

Banks 2020

(1^st ever listing)

Total Revenue (net)

$694.4 million

Return on Average Assets (ROA)

1.33%

ROA, as adjusted (non-GAAP)⁽¹⁾

1.90%

Net Interest Margin

4.02%

Record Quarterly

Metrics in 2020

Q2 Net Interest Income

Q3 Total Revenue (net)

Q4 Net Income and EPS

Return on Average Common Equity

8.57%

Return on Average Tangible Common Equity Excluding Intangible Amortization (non-GAAP)⁽¹⁾

14.59%

Diluted Earnings Per Share

$1.30

Efficiency Ratio

42.63%

Total Risk-Based Capital Ratio

17.80%

⁽¹⁾  Non-GAAP financial measure. See Appendix A to this Proxy Statement for further information and a reconciliation to the most directly comparable GAAP financial measure.

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Proxy Summary

•

We implemented and continue to hold daily management calls among our senior management to discuss our response to COVID-19 and other operational and strategic decisions.

•

We closed bank lobbies and transitioned to drive-thru only and deployed more than 140 additional ID scanners to perform new account openings via the drive-thru so customers could still get the services they need from the safety of their car.

•

Our Customer Care Center fielded 1.3 million calls, 260,000 more than the previous year.

•

Departments were spread out to adhere to social distancing guidelines and personal protection equipment in the form of gloves, masks and hand sanitizer were routinely delivered to all of our banking facilities.

•

Voice meetings as opposed to in-person meetings rose 237%.

•

Over 100 webcams were deployed to personnel.

•

Webex participation rose 276% during the year.

•

We deployed over 100 Chromebooks and laptops to equip employees to work remotely.

•

We increased our number of users for electronic document signature by over 900%, which greatly facilitated our successful participation in the CARES Act Paycheck Protection Program (PPP) for our business customers.

•

Since beginning our participation in the PPP, we have closed over 8,500 PPP loans totaling approximately $850.0 million, likely helping to save thousands of jobs.

•

Over 400 of our employees have been involved in the PPP lending process.

•

We worked with our customers to initiate consumer and commercial loan deferrals to help our customers deal with the challenges of the pandemic; we temporarily suspended residential property foreclosure sales, evictions, and involuntary automobile repossessions, and we offered fee waivers, payment deferrals, and other expanded assistance for automobile, mortgage, small business and personal lending customers.

•

At June 30, 2020, we had 4,209 loans on deferral with an aggregate principal balance of $3.18 billion and a standard deferral of 90 days for both principal and interest.

•

As of December 31, 2020, our loan deferrals decreased to $330.7 million on 56 loans, with approximately 82% of the initially deferred loan balances returning to paying interest monthly, the majority of which were modified to 18- to 24-month interest only payments with a return to full principal and interest payments at the end of the modification term.

•

We recorded $102.1 million provision for credit losses on loans, $842,000 provision for credit losses on investment securities and a $17.0 million reserve for unfunded commitments as a result of the on-going uncertainties related to the COVID-19 pandemic during 2020.

✓

We issued over 8,500 PPP loans totaling approximately $850.0 million.

✓

Through our PPP lending and working with our customers on temporary loan deferrals and other measures, we helped countless small businesses stay open during the pandemic and, in turn, helped to save thousands of jobs throughout our footprint.

✓

We had record mortgage loan originations during 2020, helping a record number of customers purchase new homes or refinance their existing mortgages.

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6

Proxy Summary

✓

Due to our efficient and lean workforce, we did not have to endure any layoffs and in turn kept approximately 2,000 employees employed throughout the pandemic.

✓

We awarded 195,360 hours of emergency paid time off.

✓

We paid $87.7 million in cash dividends to our shareholders.

✓

All short-term incentive compensation for 2021 for our named executive officers will be based on pre-determined performance metrics and goals, including a mix of absolute and relative performance targets compared to a peer group.

✓

2020 cash bonus awards were determined utilizing the framework and metrics formalized in the 2021 Executive Incentive Plan.

✓

Implemented a performance-based equity program for our Chairman and CEO under which two-thirds of his 2021 equity-based compensation is subject to pre-determined relative performance metrics compared to a peer group and measured over a 3-year performance period.

✓

Our performance measures reflect key financial performance indicators that we believe drive value to our shareholders.

✓

A majority of our Chairman and CEO’s compensation consists of equity awards and is therefore at risk and aligned with our shareholders’ interests. Our Chairman and CEO remains the largest individual shareholder of the Company.

✓

Annual total compensation for our Chairman and CEO is below the median of our peer group.

✓

Our newly adopted cash and equity incentive programs include meaningful clawback features.

✓

Our Chairman and CEO voluntarily took a $100,000, or 20%, reduction in his annual base salary during 2020 effective May 8, 2020.

✓

Our Compensation Committee has designated a peer group of 65 U.S. banks and bank holding companies with $10 billion to $50 billion in total assets for our new cash and equity incentive programs, while utilizing a smaller peer group of six comparable bank holding companies based on size, geographic location or certain performance factors for evaluating our Chairman and CEO’s compensation.

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Proxy Summary

✓

We regularly encourage our customers to sign up to receive statements and notices electronically through the use of E-statements and E-notices and to take advantage of our online and mobile banking services.

✓

We encourage our employees to reduce their use of paper documents where possible and to receive tax documents through the use of E-tax forms.

✓

Our corporate office and many of our banking locations utilize various energy-saving features, including:

❖

Smart thermostats

❖

Energy efficient mechanical units

❖

LED lights (many with motion detection sensors)

❖

Energy efficient water heaters

❖

Low water flow plumbing

✓

We have created an in-house product known as The Dream Loan Program that provides loan options to those who would otherwise not qualify for a mortgage.

✓

70% of our 2,031 total employees are women.

✓

19% of our total employees identify as persons of color.

✓

61% of leadership roles in our Company are held by women.

✓

Awarded 195,360 hours of emergency paid time off during 2020.

✓

Our Board has approved and we plan to establish a new Corporate Social Responsibility Officer in 2021.

✓

Publishing the Company’s second annual Corporate Social Responsibility Report which will be available on our Centennial Bank website at https://www.my100bank.com/community-involvement/.

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8

Proxy Summary

✓

Annual director elections

✓

Independent Vice Chairman

✓

All non-employee directors (11 of 15 directors) are independent

✓

Clawback provisions in newly adopted incentive programs

✓

Corporate Social Responsibility report

✓

Our Board of Directors is comprised of individuals possessing a well-rounded variety of skills, knowledge, experience, diverse backgrounds and unique perspectives on our business.

✓

73% of our Board members satisfy NASDAQ Stock Market independence standards, and each of the Audit, Compensation, and Nominating and Corporate Governance Committees are comprised wholly of independent directors.

9

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About the Annual Meeting

Date:

Thursday, April 15, 2021

Time:

10:00 a.m., Central Daylight Time

Location:

Home BancShares, Inc. Corporate Offices, 719 Harkrider Street, Conway, Arkansas

•

consider and vote on a proposal to elect the nominees listed in this proxy statement as directors for a term of one year;

•

consider and vote on a proposal to approve, on an advisory (non-binding) basis, the Company’s compensation of its named executive officers;

•

consider and vote on a proposal to ratify the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the next fiscal year; and

•

transact such other business as may properly come before the meeting or any adjournments thereof.

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10

About the Annual Meeting

•

relevant business and financial expertise and experience, including an understanding of fundamental financial statements;

•

the highest character and integrity and a reputation for working constructively with others;

•

sufficient time to devote to meetings and consultation on Board matters; and 

•

freedom from conflicts of interest that would interfere with their performance as a director.

11

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About the Annual Meeting

•

By Internet at the website shown on your proxy card; we encourage you to vote this way.

•

By toll-free telephone at the number shown on your proxy card.

•

By completing and mailing your proxy card.

•

By written ballot at the Meeting.

•

FOR the election of the nominated slate of directors (see pages 14-60).

•

FOR the approval, on an advisory (non-binding) basis, of the Company’s compensation of its named executive officers (see page 61).

•

FOR the ratification of the appointment of BKD, LLP as the Company’s independent registered public accounting firm (see pages 62-64).

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About the Annual Meeting

•

Election of Directors. The affirmative vote of a plurality of the votes cast in person or by proxy at the Annual Meeting, assuming a quorum is present, is required for the election of directors. A properly executed proxy marked “WITHHOLD” with respect to the election of one or more of the directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. Accordingly, a “withhold” vote will have no effect on the outcome of the vote.

•

Other Proposals. For each other proposal, the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting, assuming a quorum is present, will be required for approval. A properly executed proxy marked “ABSTAIN” with respect to any such matter will not be voted, although it will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have no effect on the outcome of the vote.

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Proposal One – Election of Directors

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Proposal One – Election of Directors

Name

Age

Positions Held with

Home BancShares, Inc.

Positions Held with

Centennial Bank

John W. Allison

74

Chairman of the Board, Chief Executive Officer and President

Director

Brian S. Davis

55

Chief Financial Officer, Treasurer and Director

Chief Financial Officer, Treasurer and Director

Jennifer C. Floyd

46

Chief Accounting Officer

Chief Accounting Officer

Tracy M. French

59

Director and Executive Officer

Chairman of the Board, Chief Executive Officer and President

Kevin D. Hester

57

Chief Lending Officer

Chief Lending Officer and Director

J. Stephen Tipton

39

Chief Operating Officer

Chief Operating Officer

Donna J. Townsell

50

Senior Executive Vice President, Director of Investor Relations and Director

Senior Executive Vice President and Director

Russell D. Carter, III

45

Executive Officer

Regional President

Milburn Adams

77

Director

Director

Robert H. Adcock, Jr.

72

Director

Director

Richard H. Ashley

65

Director

Director

Mike D. Beebe

74

Director

—  

Jack E. Engelkes

71

Vice Chairman of the Board

Director

Karen E. Garrett

48

Director

—  

James G. Hinkle

72

Director

—  

Alex R. Lieblong

70

Director

Advisory Director

Thomas J. Longe

58

Director

—  

Jim Rankin, Jr.

53

Director

Director

Larry W. Ross

73

Director

Advisory Director

15

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Proposal One – Election of Directors

JOHN W. ALLISON

AGE: 74

DIRECTOR SINCE: 1998

COMMITTEES: Asset/Liability Committee

EXPERIENCE

John W. Allison is the co-founder and has been the Chairman of the Board of Home BancShares since 1998. During 2019, Mr. Allison was appointed President and Chief Executive Officer of Home Bancshares, which he had previously served as from 1998 to 2009. He also serves on the Asset/Liability Committee of Home BancShares. Mr. Allison has more than 35 years of banking experience, including service as Chairman of First National Bank of Conway from 1983 until 1998, and as a director of First Commercial Corporation from 1985 (when First Commercial acquired First National Bank of Conway) until 1998. At various times during his tenure on First Commercial’s board, Mr. Allison served as the Chairman of that company’s Executive Committee and as Chairman of its Asset Quality Committee. Prior to its sale to Regions Financial Corporation in 1998, First Commercial was a publicly traded company and the largest bank holding company headquartered in Arkansas, with approximately $7.3 billion in assets.

SKILLS & EXPERTISE

Mr. Allison is a successful business owner with extensive experience in the management of banks and bank holding companies. As the co-founder and Chief Executive Officer of Home BancShares, he has intimate knowledge of the issues facing our management, and he has been a guiding figure in the development of Home BancShares and its growth strategy. He is also the largest individual shareholder of Home BancShares, which the Board of Directors believes aligns his interests with those of our shareholders. Mr. Allison is the brother-in-law of Donna Townsell, one of our directors and executive officers.

BRIAN S. DAVIS

 AGE: 55

DIRECTOR SINCE: 2015

COMMITTEES: Asset/Liability Committee (Chair)

EXPERIENCE

Brian S. Davis has served as the Chief Financial Officer and Treasurer of Home BancShares and Centennial Bank and as a director of Home BancShares and Centennial Bank since July 2015. He also serves as Chairman of the Asset/Liability Committee of Home BancShares. Mr. Davis joined Home BancShares in 2004 as Director of Financial Reporting and added Investor Relations Officer to his responsibilities in 2006. In 2010, he was promoted to Chief Accounting Officer while continuing to serve as Investor Relations Officer until his promotion to Chief Financial Officer and Treasurer in 2015. He is a Certified Public Accountant and has 28 years of banking experience, which includes serving as Vice President of Finance for Simmons First National Corporation, Controller of Simmons First Mortgage Company, and Assistant Vice President of Finance for Worthen Banking Corporation. Mr. Davis is a graduate of the University of Arkansas at Fayetteville.

SKILLS & EXPERTISE

Mr. Davis has extensive experience in financial and accounting matters relating to banks and bank holding companies. Through his current and previous roles with the Company, he provides an in-depth understanding of the Company’s financial condition on a current and historical basis, as well as knowledge and experience with internal controls, risk assessment, shareholder relations and management of the financial affairs of a public company.

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16

Proposal One – Election of Directors

MILBURN ADAMS

 AGE: 77

DIRECTOR SINCE: 2011

COMMITTEES: Audit and Risk Committee and Compensation Committee

EXPERIENCE

Milburn Adams has been a director of Home BancShares since October 2011 and a director of Centennial Bank (formerly First State Bank) since 2004. He was appointed to the Audit and Risk Committee and the Compensation Committee of Home BancShares in January 2012. Prior to Mr. Adams’ service with First State Bank, he spent 13 years with the Arkansas Department of Education, serving as an Area Supervisor of Special Education and Director of Evaluation and Admissions at the Arkansas School for the Deaf. This experience was followed by 19 years of service in the manufactured home business. From 1982 to 1986, he was responsible for the administration, sales, manufacturing, and distribution of manufactured homes throughout an eight state area as General Manager of Squire Homes. Mr. Adams was the President of Spirit Homes, Inc. of Conway, Arkansas, from 1986 to 1997. He served as a Division President of Cavalier Homes, Inc. from 1997 to 2000, when Spirit Homes was acquired by Cavalier Homes, Inc. of Alabama. From 2005 to the present, Mr. Adams has been an Operations Consultant for Reliance Health Care. Reliance, founded in 1998, provides administrative services to 41 skilled nursing facilities in Arkansas and Missouri.

SKILLS & EXPERTISE

Mr. Adams is an experienced business person, managing and operating several businesses in the central Arkansas area and has substantial knowledge of the banking business through his over 15 years of service on the board of our bank subsidiary.

ROBERT H. ADCOCK, JR.

 AGE: 72

DIRECTOR From 1998 to 2003 and Since 2007

COMMITTEES: Asset/Liability Committee

EXPERIENCE

Robert H. Adcock, Jr. has been a director since July 2007. Mr. Adcock served as Vice Chairman of Home BancShares from 2007 to 2019.  He also serves on the Asset/Liability Committee of Home BancShares. Mr. Adcock is a co-founder of Home BancShares with Mr. Allison. He previously served as a director and Vice Chairman of Home BancShares from 1998 to 2003. In June 2003, Mr. Adcock stepped down from the Board of Directors of Home BancShares to become the Arkansas State Bank Commissioner. He was reappointed as Vice Chairman of Home BancShares in July 2007 upon completion of his four-year term as Arkansas State Bank Commissioner. Mr. Adcock retired from the First National Bank of Conway, Arkansas, in 1996 after more than 20 years of service. He presently operates a farming operation in Gould (Lincoln County), Arkansas, and has many real estate holdings in the Conway, Arkansas, area.

SKILLS & EXPERTISE

Mr. Adcock has an extensive background in banking, and as a co-founder of Home BancShares, he has a vast knowledge of the Company and our markets. His experience as Arkansas State Bank Commissioner gives him particular insight into regulatory matters affecting the Company and the bank, as well as contacts in the banking industry throughout Arkansas.

17

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Proposal One – Election of Directors

RICHARD H. ASHLEY

 AGE: 65

DIRECTOR SINCE: 2004

COMMITTEES: Asset/Liability Committee and Compensation Committee

EXPERIENCE

Richard H. Ashley has been a director of Home BancShares since 2004 and served as Vice Chairman from 2006 to July 2007. He also serves on the Asset/Liability Committee and the Compensation Committee of Home BancShares. He has served as a director of Centennial Bank since February 2009. He served as a director of the former Twin City Bank from 2000 until its charter was merged into Centennial Bank in 2009, and as Chairman of Twin City Bank from 2002 to 2009. From 2007 to 2009, he was a director of Entergy Arkansas, Inc., an electric public utility company.

SKILLS & EXPERTISE

Mr. Ashley is President and owner of the Ashley Company, a privately held company involved in land development and investment in seven states throughout the United States since 1978. Mr. Ashley has extensive experience and knowledge with respect to real estate and real estate financing, which is a significant part of our lending. He has substantial banking experience through his over 20 years of service on the boards of Centennial Bank and our former subsidiary bank, Twin City Bank. In addition, his service on the Compensation Committee of Home BancShares has enhanced his knowledge of public company executive compensation matters.

MIKE D. BEEBE

 AGE: 74

DIRECTOR SINCE: 2016

COMMITTEES: Compensation Committee (Chair) and Asset/Liability Committee

EXPERIENCE

Mike D. Beebe has served as a director of Home BancShares since 2016. He is currently the Chairman of the Compensation Committee and a member of the Asset/Liability Committee of Home BancShares. Mr. Beebe serves as a director of Tyson Foods, Inc. and a member of the Governors’ Council of the Bipartisan Policy Center in Washington, D.C. He is also Of Counsel for the Roberts Law Firm, P.A. in Little Rock, Arkansas. Mr. Beebe was the Governor of the State of Arkansas from 2007 to 2015 and the state’s Attorney General from 2003 to 2007, prior to which he served as a state senator for 20 years. Beebe began his law career in 1972, practicing law until 2002 at Lightle, Beebe, Raney, Bell and Simpson in Searcy, Arkansas. From 1974 to 1979, he was a member of the Board of Trustees at Arkansas State University. After receiving a Bachelor of Arts degree in political science from Arkansas State University in 1968, Mr. Beebe completed law school at the University of Arkansas while serving in the U.S. Army Reserve from 1968 to 1974.

SKILLS & EXPERTISE

Mr. Beebe’s extensive leadership experience, ability to collaborate and his long-time support and understanding of business bring an important perspective to the Board.

 www.homebancshares.com

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Proposal One – Election of Directors

JACK E. ENGELKES

 AGE: 71

DIRECTOR SINCE: 2004

COMMITTEES: Audit and Risk Committee (Chair) and Compensation Committee

EXPERIENCE

Jack E. Engelkes was appointed Vice Chairman of Home BancShares during 2019 and has been a director of Home BancShares since 2004 and a director of Centennial Bank (formerly First State Bank) since 1998. He serves as Chairman of the Audit and Risk Committee and a member of the Compensation Committee of Home BancShares. He also serves as Chairman of the Audit and Risk Committee of Centennial Bank. From 1995 to 1998, he served as a director of First National Bank of Conway. Mr. Engelkes served as managing partner in the accounting firm of Engelkes and Felts, Ltd. from 1990 through 2015. He was a director of the Conway Regional Medical Center from 2005 through 2016, and served as Chairman of the Conway Regional Medical Center Board during 2011 and 2012. He also served as Chairman of the Board of Conway Regional Health Foundation in 2006. Mr. Engelkes holds a bachelor’s degree in Business and Economics from Hendrix College in Conway.

SKILLS & EXPERTISE

Mr. Engelkes is a Certified Public Accountant and has extensive knowledge and experience in accounting, auditing and financial reporting. He has a strong understanding of the banking business, and particularly the Company, through his combined service over the past 25 years as a director of Home BancShares, our subsidiary bank and First National Bank of Conway. Based on that service and his other directorships, he offers valuable experience with respect to corporate governance and compensation matters.

TRACY M. FRENCH

AGE: 59

DIRECTOR SINCE: 2015

COMMITTEES: Asset/Liability Committee

EXPERIENCE

Tracy M. French has served as a director of Home BancShares and as Chief Executive Officer and President of Centennial Bank since January 2015. In 2019, Mr. French was appointed as Chairman of Centennial Bank. He also serves on the Asset/Liability Committee of Home BancShares. From 2009 to January 2015, Mr. French served as a Regional President for Centennial Bank. He was the President and Chief Executive Officer and a director of our former bank subsidiary, Community Bank, from 2002 to 2009.

SKILLS & EXPERTISE

Mr. French has over 35 years of banking experience. He is a graduate of the University of Arkansas at Fayetteville and the Southwestern Graduate School of Banking at Southern Methodist University. Based on his extensive banking and management experience, Mr. French provides significant strategic and operational insights into the management of the Company and our bank subsidiary.

19

www.homebancshares.com 

Proposal One – Election of Directors

KAREN E. GARRETT

 AGE: 48

DIRECTOR SINCE: 2017

COMMITTEES: Audit and Risk Committee and Asset/Liability Committee

EXPERIENCE

Karen E. Garrett has served as a director of Home BancShares since 2017. She serves on the Audit and Risk Committee and the Asset/Liability Committee of Home BancShares. Ms. Garrett currently serves as the Managing Partner of HCJ CPA’s & Advisors, PLLC (“HCJ”) (formerly known as Hudson, Cisne & Co., LLP), a certified public accounting firm in Little Rock, Arkansas. Ms. Garrett has been a Certified Public Accountant with HCJ since 1996 and previously served as the firm’s personnel and recruiting coordinator for ten years. She has been a member of the Accounting Advisory Board for both the University of Central Arkansas and the University of Arkansas at Little Rock, and she served a five-year term on the Arkansas State Board of Accountancy from 2010 to 2015. She currently serves on the Advisory Board for the Arkansas Shakespeare Theatre.

SKILLS & EXPERTISE

Ms. Garrett was the first female recipient of the Associated General Contractors of Arkansas annual Distinguished Service Award for 20 years of service to the construction industry in 2015. She is a graduate of the University of Central Arkansas in Conway, Arkansas. Ms. Garrett provides valuable leadership experience and expertise in tax accounting, auditing, financial statement analysis, leadership succession planning, business consulting and personnel management and recruiting.

JAMES G. HINKLE

 AGE: 72

DIRECTOR SINCE: 2005

COMMITTEES: Nominating and Corporate Governance Committee and Audit and Risk Committee

EXPERIENCE

James G. Hinkle has been a director of Home BancShares since 2005. Mr. Hinkle currently serves as a member of the Nominating and Corporate Governance Committee and the Audit and Risk Committee of Home BancShares and has previously served on our Asset/Liability Committee. He has over 38 years of banking experience. Mr. Hinkle currently serves on the Arkansas State Police Commission. He served as Chairman of the former Bank of Mountain View from 2005 until its charter was merged into Centennial Bank in 2009. From 1995 to 2005, he served as President of Mountain View BancShares, Inc., until the company’s merger into Home BancShares. He served as President of the Bank of Mountain View from 1981 to 2005. From 1996 to 2003, Mr. Hinkle served on the Arkansas Game and Fish Commission. From 2003-2018, Mr. Hinkle was a director of the National Wild Turkey Federation, a national nonprofit conservation and hunting organization.

SKILLS & EXPERTISE

Mr. Hinkle has a lengthy background in banking and executive management through his long-time service as an officer and director of the former Bank of Mountain View and Mountain View Bancshares. In addition, he has particular knowledge of the Company’s customer base in North Central Arkansas.

 www.homebancshares.com

20

Proposal One – Election of Directors

ALEX R. LIEBLONG

 AGE: 70

DIRECTOR SINCE: 2003

COMMITTEES: Nominating and Corporate Governance Committee and Audit and Risk Committee

EXPERIENCE

Alex R. Lieblong has been a director of Home BancShares since 2003. He has served as an advisory director of Centennial Bank (formerly First State Bank) since 2002, and he served as a director of First State Bank from 1998 to 2002. He also serves as a member of the Audit and Risk Committee of Home BancShares and has previously served as Chairman of the Nominating and Corporate Governance Committee. Mr. Lieblong currently serves on the board of directors of Ballard Petroleum, a privately held energy company. Since 1997, Mr. Lieblong has been an owner and general principal in the brokerage firm of Lieblong & Associates, Inc. Prior to Lieblong & Associates, Inc., he held management positions with Paine Webber, Merrill Lynch, and E.F. Hutton. Mr. Lieblong was a founder and has been managing partner of Key Colony Fund, L.P., a hedge fund, since 1998. He served as a director of Deltic Timber from 1997 to February 2007. He also served as a director of Lodgian, Inc., a publicly traded owner and operator of hotels, from 2006 to 2010.

SKILLS & EXPERTISE

Mr. Lieblong has extensive experience in the financial services industry and over a decade of experience as a director of other publicly traded and privately held companies. He has substantial knowledge of financial, regulatory, corporate governance and other matters affecting public companies which the Board of Directors believes is valuable to the Company.

THOMAS J. LONGE

 AGE: 58

DIRECTOR SINCE: 2014

COMMITTEES: Audit and Risk Committee and Nominating and Corporate Governance Committee

EXPERIENCE

Thomas J. Longe has served as a director of Home BancShares since 2014. He currently serves on the Audit and Risk Committee and the Nominating and Corporate Governance Committee. Mr. Longe is the President and Chief Executive Officer of The Trianon Companies and for over 35 years he has been involved in the acquisition, development, management and financing of commercial and residential real estate developments. He is the former Chairman, CEO and President of TIB Financial Corporation (“TIB Financial”), which was a publicly traded bank holding company in Florida with $1.8 billion in assets. Mr. Longe directed the successful acquisition of a $500 million asset failed bank from the Federal Deposit Insurance Corporation and negotiated the recapitalization/sale of TIB Financial to North American Financial Holdings.

SKILLS & EXPERTISE

Mr. Longe began his career as a loan officer and credit analyst at Bank One, Columbus, N.A. and Comerica Bank. He graduated from Albion College with a Bachelor of Arts in Economics and from the University of Detroit with a Masters of Business Administration. Mr. Longe brings a wealth of knowledge and experience in banking and real estate development, as well as experience managing a publicly held bank holding company and particular familiarity with our South Florida markets and the Florida Keys.

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www.homebancshares.com 

Proposal One – Election of Directors

JIM RANKIN, JR.

 AGE: 53

DIRECTOR SINCE: 2017

COMMITTEES: Nominating and Corporate Governance Committee (Chair), Compensation Committee and Asset/Liability Committee

EXPERIENCE

Jim Rankin, Jr. has served as a director of Home BancShares since 2017. He serves as Chairman of the Nominating and Corporate Governance Committee, and a member of the Compensation Committee and the Asset/Liability Committee of Home BancShares. Mr. Rankin has served as President of Trinity Development Company and Four Winds, Inc., two family-owned real estate development and management companies with primary business interests in Faulkner County, Arkansas, since 1999. Mr. Rankin is also an attorney serving in private practice since 1993. Mr. Rankin has been a director of our bank subsidiary, Centennial Bank, since 2001. He is a director and Chairman of the Conway Regional Heath System and a director of the Conway Development Corporation and a former chair of the board of directors of the Conway Regional Health System Foundation. He is a graduate of the University of Arkansas at Fayetteville and received his Juris Doctor from the University of Arkansas at Little Rock School of Law.

SKILLS & EXPERTISE

Mr. Rankin brings substantial experience and expertise in residential and commercial real estate, law and banking, and health services in addition to his knowledge and understanding of our business as a current director of Centennial Bank.

LARRY W. ROSS

AGE: 73

DIRECTOR SINCE: 2021

COMMITTEES: Holding company committees not yet determined

EXPERIENCE

Larry W. Ross was appointed as a director of Home BancShares, Inc. in January 2021. Mr. Ross also serves as a member of the Centennial Bank Little Rock regional advisory board of directors where he has served since 2005. Mr. Ross is the President of Ross Consulting Service, LLC and is a retired executive from AT&T/Southwestern Bell with more than 30 years of service. He is also a retired Presiding Elder with the Christian Methodist Church, where he presided over 75 pastors and congregations in Arkansas. Mr. Ross is also a member of the Pulaski County Bridge and Facilities Board; Arkansas PBS Foundation; and the North Little Rock Rotary Club, where he served as Past President and received the distinction of International Paul Harris Fellow. Mr. Ross is also the former Chair of the Arkansas Independent Citizens Commission, Arkansas State Board of Pharmacy, Arkansas Educational Television Network Commission (AETN) and the State of Arkansas Ethics Commission. He is a graduate of Philander Smith College in Little Rock, Arkansas with a Masters of Science in Education from State College of Arkansas, now the University of Central Arkansas in Conway, with additional graduate studies at the University of Indiana-Bloomington and Arkansas State University in Jonesboro.

SKILLS & EXPERTISE

Mr. Ross’ extensive business and leadership experience, his extensive community involvement and his knowledge of our Little Rock market through his membership on our Little Rock Region Advisory Board bring valuable insight to the Board.

 www.homebancshares.com

22

Proposal One – Election of Directors

DONNA J. TOWNSELL

 AGE: 50

DIRECTOR SINCE: 2019

COMMITTEES: Asset/Liability Committee

EXPERIENCE

Donna J. Townsell was appointed as a director of Home BancShares, Inc. and Centennial Bank in February 2019. She serves on the Asset/Liability Committee of Home BancShares. Ms. Townsell has served as the Senior Executive Vice President of Home BancShares and Centennial Bank since October 2015. Since May 2018, she has served as Director of Investor Relations for Home BancShares, and from August 2016 to May 2018, she served as Director of Marketing for Centennial Bank. Prior to becoming Senior Executive Vice President, Ms. Townsell served as Project Manager for Centennial Bank and led the bank’s Build-A-Better-Bank (“B3”) campaign, which included the successful effort to improve the Company’s efficiency ratio, a long-term corporate goal of the Company.

SKILLS & EXPERTISE

Ms. Townsell joined the Company in 2007. She is a graduate of the University of Central Arkansas in Conway, Arkansas, and is the sister-in-law of the Company’s Chairman, John W. Allison. Ms. Townsell provides significant knowledge of the Company and its operations, along with experience and understanding of shareholder and investor relations, which the Board believes are valuable to the Company.

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www.homebancshares.com 

Proposal One – Election of Directors

 www.homebancshares.com

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Proposal One – Election of Directors

25

www.homebancshares.com 

Corporate Governance

 www.homebancshares.com

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Corporate Governance

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Board Meetings and Committees of the Board

Audit

Compensation

Nominating and

Corporate

Governance

Asset/Liability

  Milburn Adams

X

X

  Robert H. Adcock, Jr.

X

  John W. Allison

X

  Richard H. Ashley

X

X

  Mike D. Beebe

Chair

X

  Brian S. Davis

Chair

  Jack E. Engelkes

Chair

X

  Tracy M. French

X

  Karen E. Garrett

X

X

  James G. Hinkle

X

X

  Alex R. Lieblong

X

X

  Thomas J. Longe

X

X

  Jim Rankin, Jr.

X

Chair

X

  Donna J. Townsell

X

  Number of Meetings

5

6

1

4

•

prepares the Audit Committee report for inclusion in the annual proxy statement;