Only shareholders of record on February ~~23, 2018,~~16, 2024, will be entitled to vote at the meeting or any adjournments thereof. A list of shareholders will be available for inspection at the office of the Company at 719 Harkrider Street, Suite 100, Conway, Arkansas, 72032, beginning two business days after the date of this notice and continuing through the meeting. The stock transfer books will not be closed.

The ~~2017~~2023 Annual Report to Shareholders is included in this publication.

All shares that have been properly voted and not revoked will be voted at the Annual Meeting. If you sign and return your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors.

Our compensation policies and practices are designed to align the interests of our employees with the interests of our shareholders. We seek to attract, retain, incent, and reward individuals who contribute to our long-term success. We strive to link pay to Company performance for all executive officers, including our Chairman and CEO.

As a customer- and community-focused bank, Home BancShares and Centennial Bank are committed to delivering on each of our core values while balancing the interests of our shareholders, our communities and, of course, our customers. Community involvement is a core focus for our Company. In the communities we serve, we support our schools, neighborhoods, cities and towns by volunteering for local boards and committees, grilling thousands of hamburgers and hot dogs, donating millions of dollars and investing in financial education opportunities that will affect those we serve. In our Company, we strive to build a talent-focused culture, one which is inclusive and provides opportunities for employees from all backgrounds to grow internally and succeed. Throughout our daily operations we seek ways to reduce our impact on the environment by eliminating or reducing the use of paper statements and documents where possible and utilizing energy-saving features in many of our offices and bank branches. We are also committed to maintaining high standards of corporate governance. Strong corporate governance practices help us achieve our performance goals and maintain the trust and confidence of our shareholders, employees and other constituents. As we move forward, we will continue to focus on our core values and incorporate innovative methods to reach our environmental, social responsibility and governance goals and continue to earn the trust of our shareholders.

Highlights of our commitments in these areas are provided below. Please visit https://www.my100bank.com/community-involvement/ to learn more about how our values come to life in our Corporate Social Responsibility Report.

The questions and answers below contain summary information and may not contain all of the information that is important to you. To better understand the nominees being solicited for directors and the proposals that are submitted for a vote, you should carefully read this entire document and other documents to which we refer.

This Proxy Statement and the accompanying proxy card are being mailed in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Home BancShares, Inc. (the “Company”) for use at the Annual Meeting of Shareholders to be held on April ~~19, 2018.~~18, 2024. This Proxy Statement and the accompanying proxy card are being first mailed to shareholders of the Company on or about March ~~6, 2018.~~

8, 2024.

The proxies being solicited by this Proxy Statement are being solicited by the Company. The expense of soliciting proxies, including the cost of preparing, assembling and mailing the material submitted with this Proxy Statement, will be paid by the Company. The Company will also reimburse brokerage firms, banks, trustees, nominees and other persons for the expense of forwarding proxy material to beneficial owners of shares held by them of record. Solicitations of proxies may be made personally or by telephone, electronic communication or facsimile, by directors, officers and regular employees, who will not receive any additional compensation in respect of such solicitations.

~~Important Notice Regarding the Availability of Proxy Materials~~

~~for the Shareholder Meeting to be Held on April 19, 2018:~~

~~The Notice and Proxy Statement and the Annual Report on Form10-K~~

~~are available at www.envisionreports.com/homb.~~

~~ABOUT THE ANNUAL MEETING~~

The questions and answers below contain summary information and may not contain all of the information that is important to you. To better understand the nominees being solicited for directors and the proposals that are submitted for a vote, you should carefully read this entire document and other documents to which we refer.

~~When and Where Is the Annual Meeting?~~

At our Annual Meeting, shareholders will be asked to:

Only shareholders of record at the close of business on the record date, February ~~23, 2018,~~16, 2024, are entitled to receive the Notice of Annual Meeting and to vote the shares of common stock that they held on that date at the Meeting or at any postponement or adjournment of the Meeting. Each outstanding share entitles its holder to cast one vote on each matter to be voted on. As of the close of business on February ~~23, 2018,~~16, 2024, there were ~~173,769,990~~201,136,052 shares of the Company’s common stock outstanding.

The presence at the Meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum, permitting the Company to conduct its business. As of the record date, ~~173,769,990~~201,136,052 shares of common stock of the Company were outstanding. Proxies received, but marked as abstentions and brokernon-votes, will be included in the calculation of the number of shares considered to be present at the Meeting.

2

~~Can a Shareholder Nominate a Director?~~

The Nominating and Corporate Governance Committee (“Nominating Committee”) of the Board of Directors will consider a candidate properly and timely recommended for directorship by a shareholder or group of shareholders of the Company. The recommendation must be submitted by one or more shareholders that have beneficially owned, individually or as a group, 2% or more of the outstanding common stock for at least one year as of the date the recommendation is submitted. Shareholder recommendations must be submitted to the Secretary of the Company in writing via certified U.S. mail not less than 120 days prior to the first anniversary of the date of the Proxy Statement relating to the Company’s previous Annual Meeting. Shareholder recommendations for the Annual Meeting of Shareholders in ~~2019~~2025 must be received by the Company by November ~~6, 2018.~~8, 2024. Recommendations must be addressed as follows:

Generally, candidates for a director position should possess:

A shareholder intending to nominate a director at the Annual Meeting but not intending the nomination to be included in the Company’s proxy materials for the Annual Meeting must comply with the ~~Board?~~

~~Shareholder communications~~procedural and informational requirements described in Article II, Section 9 of the Company’s Bylaws, a copy of which may be obtained upon written request to the Secretary of the Company.

Shareholders and other interested parties may communicate with the Board of Directors, any committee of the Board, ~~of Directors,~~our independent Vice Chairman, our independent directors, or any ~~individual director must be sent~~one or more other directors in writing sent via certified U.S. mail to the Corporate Secretary at the following address:

The enclosed proxy card indicates the number of shares you own. There are four ways to vote:

•

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

A proxy duly executed and returned by a shareholder, and not revoked prior to or at the Meeting, will be voted in accordance with the shareholder’s instructions on such proxy.

~~If My Shares Are Held By a Broker or Nominee, Do I Need to Instruct the Broker or Nominee How to Vote My Shares?~~

The ratification of ~~BKD,~~FORVIS, LLP as the Company’s independent registered public accounting firm is considered a routine matter, and therefore, if you do not give your broker or nominee specific instructions with respect to this proposal, your broker or nominee will have the discretionary authority to vote your shares on this proposal.

~~What Are the Board’s Recommendations?~~

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors. The Board’s recommendation is set forth together with each proposal in this Proxy Statement. In summary, the Board recommends a vote:

As of the date of this Proxy Statement, the Board knows of no other business that may properly be, or is likely to be, brought before the Annual Meeting. With respect to any other matter that properly comes before the Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, at their own discretion.

4

The authorized common stock of the Company consists of ~~200,000,000~~300,000,000 shares at $0.01 par value. As of the close of business on February ~~23, 2018,~~16, 2024, there were ~~173,769,990~~201,136,052 shares eligible to vote.

~~Can I Change My Vote After I Return the Proxy Card?~~

Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised by filing with the Secretary of the Company either a notice of revocation or a duly executed proxy bearing a later date. The powers of the proxy holders will be suspended if you attend the Meeting in person and so request, although attendance at the Meeting will not by itself revoke a previously granted proxy.

~~What Should I Do~~ If ~~I Receive More Than One Set Of Voting Materials?~~

you hold your shares in “street name,” your broker votes your shares and you should follow your broker’s instructions regarding the revocation of proxies.

You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxies or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account. If you are a registered owner and your shares are registered in more than one name, you will receive more than one proxy card. Please vote each proxy and instruction card that you receive.

~~Where Can I Find The Voting Results Of The Annual Meeting?~~

The Company will publish final voting results of the Annual Meeting in a Current Report on Form8-K filed with the Securities and Exchange Commission within four business days after the Annual Meeting on April ~~19, 2018.~~

~~What Do I Need To Do Now?~~

18, 2024.

First, read this Proxy Statement carefully. Then, if you are a registered owner of shares of our common stock as of February ~~23, 2018,~~16, 2024, you should, as soon as possible, submit your proxy by executing and returning the proxy card or by voting by telephone or on the Internet. If you are the beneficial owner of shares held in “street name,” then you should follow the voting instructions of your broker or other nominee. Your shares will be voted in accordance with the directions you specify. If you submit an executed proxy card to the Company but fail to specify voting directions, your shares will be voted in accordance with the recommendations of the Board of Directors.

Each of the nominees has consented to serve the term for which he or she is nominated. If any nominee becomes unavailable for election, which is not anticipated, the directors’ proxies will vote for the election of such other person as the Board may nominate, unless the Board resolves to reduce the number of directors to serve on the Board and thereby reduce the number of directors to be elected at the ~~meeting.~~

Annual Meeting.

The names of the Company’s directors and executive officers and their respective ages and positions as of February ~~23, 2018,~~16, 2024, are listed in the table below.

The director nominees consist of the ~~fourteen~~fifteen current members of the Board ~~two~~listed below. One of ~~which were appointed effective after~~our current directors, Richard H. Ashley, is not standing for reelection to the ~~2017~~Board at the Annual ~~Meeting.~~ Meeting for personal reasons. Mr. Ashley has served for over 20 years on the boards of Home BancShares, Centennial Bank and our former subsidiary bank, Twin City Bank, as well as various board committees, providing extensive knowledge and insight into real estate financing and the banking business that has been invaluable in allowing the Company to maintain strong profitability and high asset quality through our substantial growth during his tenure on the Board. We wish him well and are deeply grateful for his leadership and years of dedicated service to our Company.

The biography of each of the nominees below contains information regarding the person’s service as a director, business experience, including but not limited to director positions held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Nominating Committee and the Board to determine that the person should serve as a director.

~~During~~ In the biographies of our directors and executive officers below, and elsewhere in this Proxy Statement, we from time to time refer to certain former separately chartered bank subsidiaries that we merged into a single charter during 2008 and 2009 under the ~~Company combined the charters of the Company’s former bank~~name Centennial Bank. These subsidiaries –included First State Bank, Community Bank, Twin City Bank, Marine Bank, Bank of Mountain View and Centennial Bank (of Little Rock) – into a single charter and adopted Centennial Bank as the common name. As used in the following biographies and elsewhere in this Proxy Statement, any reference to our “former bank subsidiaries” or to any of the six banks named in this paragraph refers to the Company’s separately chartered bank subsidiary or subsidiaries as they existed prior to the merger of the banks into a single charter.

.

The biography below of each of our executive officers who is not a member of our Board of Directors contains information regarding the person’s business experience, including but not limited to positions held currently or at any time during the last five years.

Russell D. Carter, III was named Executive Officer of Home BancShares in January 2018 and has served as a Regional President for Centennial Bank since 2013. He currently serves on the bank’s Executive Loan Committee and Executive Risk Committee and is Chairman of the bank’s regional board of directors for North Arkansas. Mr. Carter was appointed to the board of directors of the Federal Reserve Bank Memphis Branch in 2019. Mr. Carter has over 1820 years of banking experience and is a licensed attorney. He holds a Juris Doctor degree with honors from the University of Arkansas at Little Rock’s William H. Bowen School of Law and a bachelor’s degree in finance from Arkansas State University in Jonesboro, Arkansas. He is an alumnus of the Graduate School of Banking at Louisiana State University in Baton Rouge. Mr. Carter served as a state representative in the Arkansas House of ~~Representative~~Representatives from January 2009 to January 2015 and served as the Speaker of the House from January 2013 to January 2015.

Jennifer C. Floyd ~~was appointed to serve~~has served as the Chief Accounting Officer ~~and Investor Relations Officer~~ of Home BancShares and ~~Chief Accounting Officer of~~ Centennial Bank insince July 2015. From July 2015 to May 2018, she also served as Investor Relations Officer for Home BancShares. Ms. Floyd joined the Company in June 2015 as Director of Financial Reporting. She began her career with Deloitte & Touche, LLP in 1997, primarily auditing public and private financial institutions, and served as Senior Manager until joining the Company. Ms. Floyd is a Certified Public Accountant and a graduate of Harding University in Searcy, Arkansas, where she received a bachelor’s degree in accounting and marketing.

Kevin D. Hester joined Centennial Bank (formerly First State Bank) in 1998 as Executive Vice President of Lending and became Chief Lending Officer of Home BancShares in 2010. He has more than 3235 years of banking experience. From 1985 to 1998, Mr. Hester held various positions at First Commercial Corporation, including Executive Vice President of Lending at First Commercial’s Kilgore, Texas, affiliate. Mr. Hester is a graduate of the University of Central Arkansas with a bachelor’s degree in accounting and is an honor graduate of the National Commercial Lending School in Norman, Oklahoma. He is a former board member of the National Association of Government Guaranteed Lenders (NAGGL) and is still active within the organization.

J. Stephen Tipton was appointed to serve as the Chief Operating Officer of Home BancShares and Centennial Bank in August 2015. Mr. Tipton ~~most recently~~previously served as a Regional Vice President of Centennial Bank. He began his banking career in 2005 and joined Centennial Bank in 2006. Prior to becoming Regional Vice President, Mr. Tipton served as Director of Credit Risk Management during 2013 and as a Commercial Lender from 2009 to 2012. Mr. Tipton has a vast array of experience in retail, business development, lending and acquisitions. He is a graduate of the University of Arkansas at Fayetteville.

~~Donna J. Townsell~~

Donna J. Townsell was appointed to serve as the Senior Executive Vice President of Home BancShares and Centennial Bank in October 2015. In August 2016, she was named 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. Ms. Townsell joined the Company in 2007. She is a graduate of the University of Central Arkansas in Conway, Arkansas.

11

The Board of Directors has the responsibility to serve as the trustee for the shareholders. It also has the responsibility for establishing broad corporate policies and for the overall performance of the Company. The Board, however, is not involved inday-to-day operating details. Members of the Board are kept informed of the Company’s business through discussion with the Chief Executive Officer, Chief Financial Officer and other officers, by reviewing analyses and reports sent to them quarterly, and by participating in Board and Committee meetings.

~~Corporate Governance Guidelines and Policies~~

Of the ~~fourteen~~sixteen persons who currently serve on our Board of Directors, we believe that Messrs. Adams, Adcock, Ashley, Beebe, Engelkes, Hickman, Hinkle, Lieblong, Longe, Rankin, Ross and ~~Mrs.~~Ms. Garrett are “independent” for purposes of ~~NASDAQ~~NYSE rules. Messrs. Allison, Davis, French and ~~Sims~~Ms. Townsell are not considered independent because they are officers of Home BancShares. The Board has also determined that no member of the Audit and Risk Committee, Compensation and Leadership Development Committee or Nominating and Corporate Governance Committee has any material relationship with the Company (either directly or indirectly as a partner, shareholder or officer of an organization that has a relationship with the Company) and that all members of these committees meet the criteria for independence under the ~~NASDAQ listing standards.~~

~~Board Structure and Role in Risk Oversight~~

NYSE Listed Company Manual.

The Board of Directors believes that it should maintain the flexibility to select its leadership structure from time to time based on the criteria that it deems to be in the best interests of the Company and its shareholders. At this time, the offices of the Chairman of the Board and the Chief Executive Officer are combined, with Mr. Allison serving as Chairman and CEO. The Board believes that combining the Chairman and CEO positions is the right corporate governance structure for the Company at this time because it most effectively utilizes Mr. Allison’s extensive experience and knowledge of the Company and the industry and provides for the most efficient leadership of our Board and Company. However, while the Board has ~~since 2009 separated~~combined the positions of Chairman and ~~Chief Executive Officer (“CEO”). The primary purpose~~CEO of ~~installing~~our holding company, the Company maintains a separate CEO ~~in addition to the Chairman was~~and President of our bank subsidiary. The Board believes that having a separate CEO of our bank subsidiary serves to facilitate and strengthen the succession of management of the ~~Company. This separation of Chairman~~Company and ~~CEO also~~ allows for greater oversight by the Board of the ~~Company by the Board.~~ Company’s operations.

The Board is actively involved in oversight of risks that could affect the Company. This oversight is conducted primarily through committees of the Board, as disclosed in the description of each of the committees below and in the charters of each of the committees, but the full Board has retained responsibility for general oversight of risks. The Board satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company.

12

We have a policy that all Company directors, officers and other employees who possess material nonpublic information regarding the Company should refrain from trading in put and call options on the Company’s securities. We believe these types of hedging instruments create an enticement for abusive trading and can give the unwelcome appearance of betting against the Company.

The business of the Company is managed under the direction of the Board of Directors, who meet on a regularly scheduled basis during the calendar year to review significant developments affecting the Company and to act on matters that require Board approval. Special meetings are also held when Board action is required on matters arising between regularly scheduled meetings. Written consents to action without a meeting may be obtained if the Company deems it more appropriate.

Our Board of Directors has four standing committees: the Audit and Risk Committee, the Compensation and Leadership Development Committee, the Nominating and Corporate Governance Committee and the Asset/Liability Committee. Committee members are elected annually by the Board and serve until their successors are elected and qualified or until their earlier resignation or removal.

The following table discloses the Board members who serve on each of the Board’s committees and the number of meetings held by each committee during calendar year ~~2017.~~

~~Committees~~2023. No changes to the composition of the ~~Board~~

   Audit    Compensation    Nominating
and
Corporate
Governance    Asset/
Liability
Milburn Adams
   X    X
Robert H. Adcock, Jr.
   X       X    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. Garrett¹
   X          X
James G. Hinkle
   X
Alex R. Lieblong
   X       Chair
Thomas J. Longe
   X       X
C. Randall Sims
            X
Jim Rankin, Jr.¹
      X    X    X
Number of Meetings
   7    4    5    4

Board’s committees are anticipated in 2024, except that Mr. Ashley will no longer serve on these committees upon the completion of his current term at the Annual Meeting.

The Audit and Risk Committee assists the Board in fulfilling its oversight responsibility relating to the integrity of our accounting and financial reporting processes and our financial statements, our compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of our internal audit function and our independent ~~auditors.~~auditors and our system of risk management. In fulfilling its duties, the Audit and Risk Committee, among other things:

The Audit and Risk Committee is comprised of Jack E. Engelkes, Chairman, Milburn Adams, ~~Robert H. Adcock, Jr.,~~Karen E. Garrett, J. Pat Hickman, James G. Hinkle, ~~Karen E. Garrett,~~Alex R. Lieblong, Thomas J. Longe and ~~Alex R. Lieblong.~~Larry W. Ross. The Board has determined that each member of the Committee satisfies the independence requirements of the ~~NASDAQ listing standards,~~NYSE Listed Company Manual and applicable SEC regulations, that each member of the Committee is financially literate, knowledgeable and qualified to review financial statements, and that Mr. Engelkes and ~~Mrs.~~Ms. Garrett each has the attributes of an “audit committee financial expert” as defined by the regulations of the SEC.

~~Compensation Committee~~

The Compensation and Leadership Development Committee (the “Compensation Committee”) aids the Board in discharging its responsibility with respect to the compensation of our executive officers and directors. The Compensation Committee is responsible for evaluating and approving the Company’s compensation plans and policies and for communicating the Company’s compensation policies to shareholders in our annual proxy statement. In fulfilling its duties, the Compensation Committee, among other things:

The Compensation Committee is comprised of Mike D. Beebe, Chairman, Milburn Adams, Richard H. Ashley, Jack E. Engelkes and Jim Rankin, Jr. The Board has determined that each member of the Committee satisfies the independence requirements of the ~~NASDAQ listing standards~~NYSE Listed Company Manual and qualifies and as an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and as a “nonemployee director” for purposes of Rule16b-3 under the Securities Exchange Act of 1934, as amended.

The Compensation Committee charter authorizes the Committee to delegate to subcommittees of the Committee any responsibility the Committee deems necessary or appropriate. The Committee shall not, however, delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.

The Chairman and CEO, after consulting with executive officers and others, makes recommendations to the Committee regarding the form and amount of compensation paid to each executive officer. Additionally, the Chairman and CEO, our Chief Operating Officer (“COO”) and the CEO of our bank subsidiary attend the Committee meetings and answer questions and provide information to the Committee as requested. This normally includes a history of the primary compensation components for each executive officer, including an internal pay equity analysis. The Committee then considers the recommendations of the Chairman and CEO, the information provided by the COO and the CEO of our bank subsidiary, historical compensation of each executive, and other factors. Based on this information, the Committee sets the compensation for the executive officers and reports its decisions to the Board of Directors. The executive officers do not make any recommendations with regard to director compensation. Although the executive officers are involved in the process of evaluating compensation, including their own, the final decision is made by the Committee or the Board. The Committee understands the inherent conflict in obtaining information from the Chairman and CEO and other executive officers, but believes that this information is valuable in determining the appropriate compensation. The Chairman and CEO is not present during the Committee’s deliberations or voting regarding his compensation.

Historically, the Committee meets subsequent to year end to finalize discussion regarding the Company’s performance goals for the previous and current year with respect to performance-based compensation to be paid to executive officers and to approve its report for the annual proxy statement. These goals are approved within 90 days of the beginning of the year. Eacheach year in December and/or January ~~the Committee generally discusses~~to discuss any new compensation issues, the compensation, bonus and incentive plan award analyses and, if applicable, the engagement of a compensation consultant for annual executive and director compensation. The Committee also meets in December and/or January ~~to:~~

to, among other things:

Management also advises the full Board, including the Committee members, throughout the year of new issues and developments regarding executive compensation.

~~Compensation Committee Interlocks And Insider Participation~~

During ~~2017,~~2023, Messrs. Adams, Ashley, Beebe, Engelkes and Rankin ~~and Dale A. Bruns (who retired from the Board of Directors in June 2017)~~ served as members of the Compensation Committee. None of these ~~six~~five directors during ~~2017~~2023 or at any previous time served as an officer or employee of Home BancShares or our bank subsidiary. During ~~2017,~~2023, none of our executive officers served as a director or member of the compensation committee (or group performing equivalent functions) of any other entity for which any of our independent directors served as an executive officer.~~See~~ ~~“CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” for information concerning transactions during 2017 involving Mr. Ashley.~~

15

~~Nominating and Corporate Governance Committee~~

The Nominating and Corporate Governance Committee develops and maintains the corporate governance policies of the Company. The Committee’s responsibilities include, among other things:

The Nominating and Corporate Governance Committee is comprised of Jim Rankin, Jr., Chairman, James G. Hinkle, Alex R. Lieblong ~~Chairman, Robert H. Adcock, Jr.,~~and Thomas J. ~~Longe and Jim Rankin, Jr.~~Longe. The Board has determined that all members of the Committee satisfy independence requirements of the ~~NASDAQ listing standards.~~NYSE Listed Company Manual. The Nominating and Corporate Governance Committee met on January 19, ~~2018,~~2024, to select director nominees to be voted on at the Annual Meeting.

~~Director Candidate Qualifications~~

The ~~Nominating and Corporate Governance Committee~~Company’s Directorship Guidelines and Selection Policy outlines the qualifications the Nominating and Corporate Governance Committee looks for in a director nominee. Generally, the candidate should possess:

More specifically, the Nominating Committee seeks candidates who possess various qualifications, skills, or other factors it deems appropriate. These factors may include leadership experience in business or other relevant fields, knowledge of the Company and the financial services industry, experience in serving as a director of another financial institution or public company generally, education, wisdom, integrity, analytical ability, familiarity with and participation in the communities served by the Company and its subsidiaries, commitment to and availability for services as a director, and any other factors the Committee deems relevant.

In addition, the Board of Directors has adopted a policy under which a director will not be eligible to stand forre-election once he or she has reached 75 years of age or if he or she will reach the age of 75 during the first six months of the calendar year in which he or she is to stand forre-election.

~~Director Nominations Process~~

However, our Board of Directors has granted a waiver of this mandatory retirement age to Milburn Adams, Robert H. Adcock, John W. Allison, Mike D. Beebe, James G. Hinkle and Larry W. Ross until the Company’s 2025 Annual Meeting of Shareholders.

The Nominating Committee evaluates candidates based upon the candidate’s qualifications, recommendations, or other relevant information, which may include a personal interview. The Nominating Committee has determined that the Board as a whole must have the right diversity, mix of characteristics and skills for the optimal functioning of the Board in its oversight of the Company. The Board believes it should be comprised of persons with skills in areas such as banking, finance, accounting, sales and marketing, law, strategic planning and leadership of large, complex organizations. The Nominating Committee prefers a mix of background and experience among the Board’s members but does not follow any ratio or formula to determine the appropriate mix. Rather, it uses its judgment to identify nominees whose backgrounds, attributes and experiences, taken as a whole, will contribute to the high standards of Board service to the Company.

Since 2017, the Board has elected Karen E. Garrett and Larry W. Ross, who are both considered independent directors, and Donna J. Townsell to the Board, resulting in increased gender and racial diversity of our Board members and broadening the Board’s expertise and imparting fresh new perspectives.

In addition to the targeted skill areas, the Nominating Committee looks for a strong record of achievement in key knowledge areas that it believes are critical for directors to add value to a Board including:

The Committee meets to consider and approve the candidates to be presented to the Board. The Committee then presents its proposed nominees to the full Board. The Board considers the recommendations of the Committee and approves candidates for nomination.

If a shareholder desires to nominate a director candidate for election at the Annual Meeting but does not intend to recommend the candidate for consideration by the Committee

and inclusion in the Company’s proxy materials for the Annual Meeting, such shareholder must comply with the procedural and informational requirements described in Section 9 of Article II of the Company’s Bylaws, a copy of which may be obtained upon written request to the Secretary of the Company.

Our Asset/Liability Committee consists of Brian S. Davis, Chairman, Robert H. Adcock, Jr., John W. Allison, Richard H. Ashley, Mike D. Beebe, Tracy M. French, Karen E. Garrett, ~~C. Randall Sims and~~ Jim Rankin, Jr., Larry W. Ross and Donna J. Townsell. The Asset/Liability Committee meets quarterly and is primarily responsible for:

During ~~2017,~~2023, we paid the following compensation to each of ournon-employee directors and our Chairman for their service on the holding company Board and Board committees:

Only ournon-employee directors and our Chairman of the Board received committee attendance fees during ~~2017.~~2023. In addition, on January 20, ~~2017,~~2023, we granted each of our then-serving~~non-employee~~ directors ~~1,500~~3,000 restricted shares of our common stock which will vest annually in ~~full (or “cliff” vest)~~three equal installments beginning on January 20, ~~2020.~~2024. The compensation paid to our Chairman of the Board and our other employee directors who are named executive officers of the Company is included in the Compensation Discussion &and Analysis and the related executive compensation tables in this Proxy Statement.

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~

We believe that all extensions of credit by our bank subsidiary to its directors and officers and to directors and officers of the Company, either directly or as guarantors, were made in conformity with the requirements of Federal Reserve Board Regulation O. As of December 31, ~~2017,~~2023, the aggregate amount outstanding on these loans, including available borrowings, was approximately ~~$57.1~~$63.2 million, of which approximately ~~$40.4~~$34.0 million was attributable to the largest borrowing relationship. None of these loans arenon-accrual, past due 90 days or more, restructured or potential problems.

~~Real Estate~~

We lease certain ~~of our~~ properties from persons who are ~~affiliated with us. The property used by our Marketing and Sales Department in Conway, Arkansas, is leased from First Real Estate Limited Partnership LLLP, which includes one~~members of our directors, Robert H. Adcock, Jr. Additionally, we lease the land for a banking office in Lakewood Village Shopping Center in North Little Rock, Arkansas, from Conservative Development Company, a corporation controlled, through common ownership, by Richard H. Ashley, who is one of our directors.Board. During ~~2017,~~2023, the aggregate payments we made, directly or indirectly, to each of ~~the named persons~~these directors for the various leases ~~described above~~ were less than $120,000.

~~Other Transactions.~~ In September 2017, we purchased a used airplane that was formerly owned by Capital Buyers, a company owned by our Chairman, John W. Allison, for a cash purchase price of $3.3 million. The purchase price paid by the Company was determined based on an independent third party appraisal.

~~In May 2017, we sold our 50% interest in our previous airplane to the unaffiliated third party with whom weco-owned~~ that plane. Prior to such sale, we and the third party each contributed $50,000 annually, and our Chairman, Mr. Allison, contributed $25,000 annually, toward the fixed cost of the plane. Each of us, the third party and Mr. Allison shared an aggregate time allotment for use of the plane, split 40%, 40% and 20%, respectively. Any user that went over its or his time allotment was billed at a rate of $600 per hour. We continue to lease a hangar from Mr. Allison for an aggregate annual rent of $12,000. During 2017, the aggregate payments we made toward the cost of the prior plane and for the lease of the hangar described above were less than $120,000.

We believe the terms of each of ~~the agreements above~~these transactions are no less favorable to us than we could have obtained from an unaffiliated third party.

We expect we will continue to engage in similar banking and business transactions in the ordinary course of business with our directors, executive officers, principal shareholders and their associates. All proposed related party transactions are presented to the Nominating and Corporate Governance Committee of our Board of Directors for consideration and approval. The Committee ~~approved each of the transactions described above. The Committee~~ does not currently have any formal policies or procedures with respect to its review, approval, or ratification of related party transactions, but considers each related party transaction or proposed related party transaction on acase-by-case basis. According to its charter, the Committee follows the definition of “related party transaction” provided in the SEC’s regulations under the Securities Act of 1933.

19

Information in this table is based upon “beneficial ownership” concepts described in the rules issued under the ~~Securities~~ Exchange ~~Act of 1934.~~Act. Under these rules, a person is deemed to be a beneficial owner of any shares of our common stock if that person has or shares “voting power,” which includes the power to vote or direct the voting of the shares, or “investment power,” which includes the right to dispose or direct the disposition of the shares. Thus, under the rules, more than one person may be deemed to be a beneficial owner of the same shares. A person is also deemed to be a beneficial owner of any shares as to which that person has the right to acquire beneficial ownership within 60 days from January 31, ~~2018.~~

2024.

Except as otherwise indicated, all shares are owned directly, and the named person possesses sole voting and investment power with respect to his or her shares. The address for each of our directors and named executive officers is c/o Home BancShares, Inc., 719 Harkrider Street, Suite 100, Conway, Arkansas 72032.

Name of Beneficial Owner
   Amount and
Nature of
Beneficial
Ownership    Percent of Shares
Outstanding⁽¹⁾
5% or greater holders:

BlackRock, Inc.⁽²⁾
   16,915,592    9.70 %
The Vanguard Group⁽³⁾
   13,254,575    7.63 %
T. Rowe Price Associates, Inc.⁽⁴⁾
   11,633,906    6.60 %
State Street Corporation⁽⁵⁾
   9,979,386    5.74 %
Directors and named executive officers:
Milburn Adams⁽⁶⁾
   131,000    *
Robert H. Adcock, Jr.⁽⁷⁾
   1,481,821    *
John W. Allison⁽⁸⁾⁽⁹⁾
   6,572,485    3.76 %
Richard H. Ashley⁽¹⁰⁾
   4,242,023    2.43 %
Mike D. Beebe⁽¹¹⁾
   5,000    *
Brian S. Davis^(9)(12)
   141,054    *
Jack E. Engelkes^(9)(13)
   376,350    *
Tracy M. French^(9)(14)
   398,124    *
Karen E. Garrett⁽¹⁵⁾
   7,000    *
Kevin D. Hester^(9)(16)
   149,818    *
James G. Hinkle⁽¹⁷⁾
   639,752    *
Alex R. Lieblong^(9)(18)
   1,007,749    *
Thomas J. Longe⁽¹⁹⁾
   16,500    *
Jim Rankin, Jr.⁽²⁰⁾
   234,059    *
C. Randall Sims⁽²¹⁾
   333,924    *
All directors and executive officers as a group (20 persons)⁽⁹⁾
   16,005,270    9.15 %

*	~~Less than 1%.~~

20

~~(1)~~

The percentage of our common stock beneficially owned was calculated based on 173,901,569 shares of our common stock outstanding as of January 31, 2018. The percentage assumes that the person in each row has exercised all options that are exercisable by that person or group within 60 days of January 31, 2018.

~~(2)~~

Based on information as of December 31, 2017, obtained from a Schedule 13G/A filed with the SEC on or about January 23, 2018, by BlackRock, Inc., located at 55 East 52nd Street, New York, New York 10055


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Shares Outstanding (1)
5% or greater holders:
BlackRock, Inc.(2)	23,638,717	11.73	%
The Vanguard Group(3)	20,551,505	10.20	%
Directors and named executive officers:
Milburn Adams(4)	148,050	*
Robert H. Adcock, Jr.(5)	1,456,856	*
John W. Allison(6)	6,956,453	3.45	%
Richard H. Ashley(7)(8)	2,589,796	1.28	%
Mike D. Beebe(9)	22,000	*
Brian S. Davis(7)(10)	248,715	*
Jack E. Engelkes(11)	426,629	*
Tracy M. French(7)(12)	676,525	*
Karen E. Garrett(13)	25,000	*
Kevin D. Hester(14)	304,162	*
J. Pat Hickman(15)	413,117	*
James G. Hinkle(16)	526,752	*
Alex R. Lieblong(17)	633,448	*
Thomas J. Longe(7)(18)	41,500	*
Jim Rankin, Jr.(19)	224,617	*
Larry W. Ross(20)	62,726	*
J. Stephen Tipton(7)(21)	137,441	*
Donna J. Townsell(7)(22)	418,246	*
All directors and executive officers as a group (21 persons)(7)	15,448,990	7.66	%

*Less than 1%.

(1)The percentage of our common stock beneficially owned was calculated based on 201,136,052 shares of our common stock outstanding as of January 31, 2024. The percentage assumes that the person in each row has exercised all options that are exercisable by that person or group within 60 days of January 31, 2024.

(2)Based on information as of December 31, 2023, obtained from a Schedule 13G/A filed with the SEC on or about January 24, 2024, by BlackRock, Inc., located at 50 Hudson Yards, New York, New York 10001 (“BlackRock”). BlackRock reported in its Schedule 13G/A that it has sole voting power over 23,210,076 shares, sole dispositive power over 23,638,717 shares and no shared voting power or shared dispositive power over any shares. The foregoing information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in BlackRock’s Schedule 13G/A.

(3)Based on information as of December 31, 2023, obtained from a Schedule 13G/A filed with the SEC on or about February 13, 2024, by Vanguard Group, Inc., located at 100 Vanguard Boulevard, Malvern, Pennsylvania 19355 (“Vanguard”). Vanguard reported in its Schedule 13G/A that it has sole voting power over zero shares, shared voting power over 140,169 shares, sole dispositive power over 20,210,237 shares and shared dispositive power over 341,268 shares. The foregoing information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in Vanguard’s Schedule 13G/A.

(4)Includes 6,000 shares of restricted stock.


www.homebancshares.com			30


			Principal Shareholders of the ~~disclosures contained in BlackRock’s Schedule 13G/A.~~Company

(5)Includes 79,426 shares held in Mr. Adcock’s IRA account, 1,140,970 shares owned by the Robert H. Adcock Trust, 227,460 shares owned by the Carol Adcock Trust, and 6,000 shares of restricted stock.

(6)Includes 865,360 shares owned by Mr. Allison’s spouse, 1,605 shares held in Mr. Allison’s IRA, 506,000 shares of restricted stock, 26,178 shares owned by Mr. Allison’s 401(k) plan, and 67,328 shares owned by Capital Buyers, a company that is owned by Mr. Allison.

(7)Includes shares that may be issued upon the exercise of vested common stock options and common stock options that vest within 60 days of January 31, 2024, as follows: Mr. Ashley, 12,000; Mr. Davis, 137,000 shares; Mr. French, 340,000 shares; Mr. Hester, 156,000 shares; Mr. Longe, 8,000 shares; Mr. Tipton, 76,000 shares; Ms. Townsell, 160,000 shares; and all directors and executive officers as a group, 963,000 shares.

(8)Includes 18,237 shares held in Mr. Ashley’s IRA, 1,689,236 shares owned by RH Ashley Investments, LLC, 819,584 shares owned by Conservative Development Company, a corporation of which Mr. Ashley is president, 37,418 shares owned by the Richard H. Ashley Revocable Trust, 1,685 shares owned by Square Associates, LLC, a company of which Mr. Ashley is a partner, 6,000 shares of restricted stock, and 1,340 shares for which Mr. Ashley is custodian for his children. 837,312 of the shares owned by RH Ashley Investments, LLC are pledged as security.

(9)Includes 6,000 shares of restricted stock.

(10)Includes 2,728 shares owned by Mr. Davis’s 401(k) plan, 16,000 shares of restricted stock and 7,128 shares held in Mr. Davis’s IRA.

(11)Includes 430 shares owned by the IRA of Mr. Engelkes’ spouse, 200,941 shares owned by Mr. Engelkes’ spouse, and 6,000 shares of restricted stock.

(12)Includes 48,904 shares owned by Mr. French’s 401(k) plan, 30,672 shares held in Mr. French’s IRA and 81,000 shares of restricted stock.

(13)Includes 6,000 shares of restricted stock and 4,500 shares owned by Mrs. Garrett’s 401(k) plan.

(14)Includes 30,000 shares of restricted stock, 7,128 shares owned by Mr. Hester’s IRA, 6,122 shares owned by Mr. Hester’s 401(k) plan and 98,246 shares pledged as security .

(15)Includes 5,000 shares of restricted stock, 96,100 shares owned by Mr. Hickman’s IRA, 60,930 shares owned by the Hickman Family Education Trust, and 11,590 shares owned by the IRA of Mr. Hickman’s spouse.

(16)Includes 487,127 shares owned by the James G. Hinkle Revocable Trust and 6,000 shares of restricted stock.

(17)Includes 6,000 shares of restricted stock, 566,448 shares owned by the Alex R. Lieblong Revocable Trust, and 55,000 shares owned by the Key Colony Fund.

(18)Includes 9,500 shares owned by Mr. Longe’s IRA and 6,000 shares of restricted stock.

(19)Includes 6,000 shares of restricted stock.

(20)Includes 6,000 shares of restricted stock.

(21)Includes 23,133 shares owned by Mr. Tipton’s 401(k) plan and 30,000 shares of restricted stock.

(22)Includes 31,000 shares of restricted stock and 34,121 shares for which Ms. Townsell is custodian for her child.

~~(3)~~
			31			Based on information as of December 31, 2017, obtained from a Schedule 13G/A filed with the SEC on or about February 9, 2018, by Vanguard Group, Inc., located at 100 Vanguard Boulevard, Malvern, Pennsylvania 19355 (“Vanguard”). The foregoing information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in Vanguard’s Schedule 13G/A. www.homebancshares.com

~~(4)~~
Compensation Discussion and Analysis			Based on information as of December 31, 2017, obtained from a Schedule 13G/A filed with the SEC on or about February 14, 2018, by T. Rowe Price Associates, Inc., located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“Price Associates”). The foregoing information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in Price Associates’ Schedule 13G/A. These securities are owned by various individual and institutional investors

Compensation Discussion and Analysis


Named Executive Officers for which Price Associates serves as investment adviser with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities.2023

~~(5)~~

Based on information as of December 31, 2017, obtained from a Schedule 13G filed with the SEC on or about February 14, 2018, by State Street Corporation, located at One Lincoln Street, Boston, Massachusetts 02111 (“State Street”). The foregoing information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in State Street’s Schedule 13G.

~~(6)~~

~~Includes 5,000 shares of restricted stock.~~

~~(7)~~

~~Includes 78,693 shares held in Mr. Adcock’s IRA account, 1,104,132 shares owned by the Robert H. Adcock Trust, 230,512 shares owned by the Carol Adcock Trust and 5,000 shares of restricted stock.~~

~~(8)~~

Includes 855,360 shares owned by Mr. Allison’s spouse, 16,272 shares held in Mr. Allison’s IRA, 377,500 shares of restricted stock, 13,971 shares owned by Mr. Allison’s 401(k) plan, and 67,328 shares owned by Capital Buyers, a company that is owned by Mr. Allison.

~~(9)~~

Includes shares that may be issued upon the exercise of vested common stock options, as follows: Mr. Allison, 101,425 shares; Mr. Davis, 73,780 shares; Mr. Engelkes, 10,851 shares; Mr. French, 174,870 shares; Mr. Hester, 32,580 shares; Mr. Lieblong, 4,003 shares; and all directors and executive officers as a group, 506,953 shares.

~~(10)~~

Includes 15,460 shares held in Mr. Ashley’s IRA, 25,669 shares owned by Mr. Ashley’s spouse, 7,753 shares owned by the IRA of Mr. Ashley’s spouse, 1,789,236 shares owned by RH Ashley Investments, LLC, 2,248,960 shares owned by Conservative Development Company, a corporation of which Mr. Ashley is president, 3,500 shares owned by Square Associates, LLC, a company of which Mr. Ashley is a partner, 5,000 shares of restricted stock and 1,088 shares for which Mr. Ashley is custodian for his children.

~~(11)~~

~~Includes 4,333 shares of restricted stock.~~

~~(12)~~

~~Includes 2,297 shares owned by Mr. Davis’s 401(k) plan, 40,000 shares of restricted stock and 7,128 shares held in Mr. Davis’s IRA.~~

~~(13)~~

Includes 400 shares owned by the IRA of Mr. Engelkes’ spouse, 190,645 shares owned by Mr. Engelkes’ spouse, 42,719 shares for which Mr. Engelkes is custodian for his children, and 5,000 shares of restricted stock.

~~(14)~~

~~Includes 41,763 shares owned by Mr. French’s 401(k) plan, 29,222 shares held in Mr. French’s IRA and 50,000 shares of restricted stock.~~

~~(15)~~

~~Includes 1,500 shares of restricted stock.~~

~~(16)~~

~~Includes 5,197 shares owned by Mr. Hester’s 401(k) plan, 40,000 shares of restricted stock and 7,128 shares held in Mr. Hester’s IRA.~~

~~(17)~~

~~Includes 602,542 shares owned by the James G. Hinkle Revocable Trust and 5,000 shares of restricted stock.~~

~~(18)~~

~~Includes 415,000 shares that are owned by Key Colony Fund L.P., a hedge fund of which Mr. Lieblong is the managing partner and 5,000 shares of restricted stock.~~

~~(19)~~

~~Includes 9,500 shares owned by Mr. Longe’s IRA and 5,000 shares of restricted stock.~~

~~(20)~~

~~Includes 40,747 shares owned by the Patricia W. Ott Revocable Trust and 1,500 shares of restricted stock.~~

~~(21)~~

~~Includes 38,826 shares owned by Mr. Sims’ 401(k) plan and 55,162 shares held in Mr. Sims’ IRA.~~

21

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Executive Summary~~

The following Compensation Discussion and Analysis provides information regarding the Company’s compensation program for our “named executive officers.” Our “named executive officers” for ~~2017 are C. Randall Sims, CEO and President, Brian S. Davis, CFO and Treasurer,~~ 2023 are:

•John W. Allison, Chairman of the Board, CEO and President

•Brian S. Davis, CFO and Treasurer

•Tracy M. French, CEO and President of our bank subsidiary ~~and~~

•J. Stephen Tipton, Chief Operating Officer

•Kevin D. Hester, Chief Lending Officer ~~(“CLO”).~~

Specific information regarding the compensation paid to each named executive officer is disclosed in the Summary Compensation Table and the other compensation tables that follow beginning on page 3046 of this ~~proxy statement. All references~~Proxy Statement.


2023 Performance Highlights

Home BancShares, Inc. has consistently been one of the nation’s top-performing bank holding companies according to ~~shares~~Forbes. The Company has been listed on the Forbes “America’s Best Banks” list for nine consecutive years (2015-2023) and has been ranked by Forbes as the #1 Best Bank in Americain 2018, 2019 and 2022. Centennial Bank has been listed on the Forbes “World’s Best Banks” list for four consecutive years (2020-2023).


Forbes
BEST BANKS

America’s Best Banks			World’s Best Banks
2023			2023
2022 - #1			2022
2021			2021
2020			2020
2019 - #1
2018 - #1
2017
2016
2015


www.homebancshares.com			32


			Compensation Discussion and Analysis

Company Records Set in 2023

Our bank subsidiary, Centennial Bank, provides a broad range of commercial and retail banking plus related financial services to businesses, real estate developers, investors, individuals and municipalities. Centennial Bank has branch locations in Arkansas, Florida, Texas, South Alabama, and New York City. Through our community banking philosophy, we are dedicated to consistently exceeding the expectations of our ~~common stock~~customers, shareholders and ~~to our diluted~~bankers while enriching the communities we serve. For the year ended December 31, 2023, the Company reported net income of $392.9 million and earnings per share ~~in this Compensation Discussion and Analysis and~~of $1.94. Our continued strong performance is reflected in the ~~tables~~following annual metrics that represent Company records in 2023:


Record Annual Metrics			12/31/2023
Total Loans			$14.4 billion
Total Equity			$3.8 billion
Total Net Interest Income			$826.9 million
Dividends to Shareholders			$0.72/share
Book Value			$18.81/share
Earnings, as adjusted (non-GAAP)(1)			$398.5 million
Earnings per share, as adjusted (non-GAAP)(1)			$1.97/share
(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.


Executive Compensation Highlights

Our compensation policies and ~~narrative that follow under “Executive Compensation” have been adjusted~~practices are designed to ~~reflect~~align the~~2-for-1~~ ~~split~~ interests of our ~~common stock paid~~employees with the interests of our shareholders. We seek to attract, retain, incent, and reward individuals who contribute to our ~~shareholders on June 8, 2016. The discussion below includes an overview~~long-term success. We strive to link pay to Company performance for all executive officers, including our Chairman and CEO.

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

ü Two-thirds of the Chairman and CEO’s annual equity-based compensation is subject to predetermined relative performance metrics compared to a peer group and measured over a 3-year performance period.

ü Our Executive Incentive Plan allows our named executive officers to earn short-term incentive compensation based on predetermined performance metrics and goals, including a mix of absolute and relative performance targets compared to a peer group.

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

ü Compensation to our Chairman and CEO is aligned with Company performance.

ü Our cash and equity incentive programs, including the 2022 Equity Incentive Plan, contain meaningful clawback features and are subject to our Clawback Policy adopted in accordance with NYSE listing rules.

ü We utilize a performance peer group of U.S. banks and bank holding companies with $10 billion to $50 billion in total assets for our cash and equity incentive programs.


			33			www.homebancshares.com


Compensation Discussion and Analysis


Compensation Philosophy

The Compensation Committee recognizes the importance of compensation and ~~a summary~~performance and seeks to reward performance with cost-effective compensation that aligns employee efforts with the business strategy of ~~our executive~~the Company and with the interest of the shareholders. The Committee also recognizes that the compensation ~~awards for 2017.~~

~~Our compensation program is designed~~should assist the Company in attracting and retaining key executives critical to its long-term success.

The following principles guide the Committee:

•Compensation levels should be sufficiently competitive to attract and retain key management for the bank and holding company. The Company hires experienced bank executives that have a track record in the market. Competition is strong for these talented and ~~our bank subsidiary,~~experienced people. The compensation package must be strong and competitive in that market.

•Compensation should relate directly to performance and responsibility. Compensation should vary with the performance and responsibility of the individual. It should always be proportional to the executive’s contribution to the Company’s success.

•Non-equity incentive compensation should motivate high performance. The Company uses annual cash bonuses to motivate individuals with ~~a view toward~~roles and responsibilities that give them the ability to directly impact the Company’s performance and strategic direction. Annual incentive compensation should not cause the individual to take excessive and unnecessary risks that would threaten the institution.

•The Company’s Equity Incentive Plan should align management with shareholders’ interests. Awards of restricted stock, stock options or other forms of long-term compensation should encourage management to focus on the long-term growth and success of the Company. It should provide management with a meaningful stake in the Company and the prospects of a long-term career.


Chairman and CEO Compensation History and Philosophy

Our Chairman of the Board, CEO and President, John W. Allison, co-founded the Company in 1998 and has served as executive Chairman of the Board throughout the Company’s history. Mr. Allison has provided invaluable strategic direction and management of a talented team of bankers leading the Company to exponential growth since its founding, the successful completion of 25 bank and loan portfolio acquisitions, and sustained strong financial performance that included a period of over 30 consecutive quarters of record quarterly earnings and resulted in the Company’s recognition in the Forbes’ “Best Banks in America” rankings for 9 years in a row, including the #1 Best Bank in America for 2018, 2019 and 2022. In addition to his role as Chairman of the Board, Mr. Allison served as the Company’s Chief Executive Officer from 1998 to 2009 prior to reassuming the CEO role in 2019.

During the first 10 years of the Company’s history, Mr. Allison declined to receive a salary or bonus as Chairman and CEO and instead relied on dividends and appreciation in the value of his existing stock holdings and stock option awards in an effort to best align ~~management~~his interests with ~~the interests~~those of our shareholders. ~~Our executive compensation consists of~~Based on a recommendation by the Compensation Committee, the Company began paying Mr. Allison an annual base salary ~~short-term~~beginning on November 1, 2008, and made him eligible for an annual discretionary cash bonus ~~incentive awards, long-term equity incentive awards, retirement and insurance benefit plans and certain perquisites. The short-term incentive awards are based on~~in light of the Company’s ~~or our bank subsidiary’s financial~~ performance ~~compared with~~under his leadership over those first 10 years. Since 2014, following the Company’s or2013 acquisition of Liberty Bancshares, which represented the ~~bank’s strategic goals for each year or on~~then largest ever merger of two Arkansas-based banks, the ~~executive’s contributions~~Compensation Committee has awarded a majority of Mr. Allison’s compensation in the form of equity awards of restricted stock. The purposes of these equity awards have been to other operational achievements during the year. Our long-term incentive awards, which may be granted on a fixed basis or a performance basis tied to annual and/or multi-year cumulative performance goalsmaintain alignment of the ~~Company or our bank subsidiary, encourage the alignment of senior management’s goals~~Chairman’s interests with those of our shareholders, ~~with the ultimate goal of increasing overall shareholder value. The opportunity to earn annual cash bonus awards and long-term equity awards provides a mix of variable compensation that integrates~~appropriately reward him for his strategic leadership in the Company’s ~~short-term~~growth and ~~long-term goals, as well as helps to attract~~performance, and ~~retain executive officers.~~

~~Salary payments to our named executive officers during 2017 ranged from $295,000 to $410,000, which compares to~~provide total compensation at a range of $285,000 to $385,000 in 2016. For 2017, we paid annual cash bonuses to each of the named executive officers in amounts ranging from 8.5% to 133.0% of the executive’s 2017 base salary. These cash bonus awards were based primarily on the officers’ contributionslevel that is generally comparable to the Company’s ~~substantial asset growth~~peers.

In 2009, Mr. Allison decided to step down from his role in ~~2017~~the day-to-day management of ~~$4.6 billion, or 47.3%, as a result~~the Company, and the Board of Directors promoted C. Randall Sims, then CEO and President of the Company’s ~~three~~ bank ~~acquisitions, including~~subsidiary, Centennial Bank, to be the ~~largest acquisition~~Company’s Chief Executive Officer, while Mr. Allison remained in the ~~Company’s history, along with the Company’s strong fundamental earnings for 2017, excluding extraordinary expenses related to our acquisitions, the impact~~executive Chairman’s role. Mr. Sims served as Chief Executive Officer of Hurricane Irma and the Tax Cuts and Jobs Act enacted in December 2017. In addition, the Company awarded special cash bonuses of $50,000 each to two of our named executives, Messrs. French and Hester, for their efforts toward preparingboth the Company and ~~our bank subsidiary for regulatory compliance requirements associated~~Centennial Bank until January 2015, when Tracy M. French was promoted to President and CEO of Centennial Bank. Mr. Sims remained Chief Executive Officer of the Company until his retirement in November 2019.

Upon Mr. Sims’ retirement, the Board of Directors determined it was in the best interests of the Company and its shareholders to reappoint Mr. Allison as the Company’s CEO and President while the Board continues to evaluate the Company’s long-term management succession plans.

Mr. Allison’s total compensation is designed to reflect his strategic vision and leadership as the Company’s executive Chairman and CEO. In particular, the Compensation Committee believes that paying the majority of Mr. Allison’s compensation in the form of equity awards aligns his compensation with the ~~acquisition of Stonegate Bank in 2017.~~

The Compensation Committee utilizes the Company’s Amended and Restated 2006 Stock Option and Performance Incentive Plan for issuing long-term equity incentive awards to our executive officers as a means to reward past performance, provide a long-term incentive for future performance and align management with the interests ofreturns realized by our shareholders. The Committee uses long-term equity incentive awards most frequently in the compensation of our Chairman, Mr. Allison, to maintain close alignment between his interests and those of our shareholders and to reward his leadership in the growth and success of the Company. Mr. Allison remains the Company’s largest individual shareholder. We believe this alignment is evidenced by the table and graphs presented under Executive Compensation - Pay Versus Performance beginning on page 57 of this Proxy Statement. As


www.homebancshares.com			34


			Compensation Discussion and Analysis

illustrated in that section, while our historical stock price is not necessarily indicative of future performance, we note that the Company’s cumulative total shareholder ~~owning 3.76%~~return over the four-year period ended December 31, 2023 exceeds the corresponding four-year cumulative total shareholder return of ~~our outstanding common stock.~~the comparative industry index of other banking institutions.

In addition, in response to shareholder feedback received following the Company’s 2020 “say-on-pay” vote, the Compensation Committee adopted an annual cash incentive program for Mr. Allison and made two-thirds of his annual equity incentive awards subject to performance goals aimed at keeping the Company one of the top-performing financial institutions in the country. The Compensation Committee ~~has issued annual awards of restricted shares~~believes this compensation structure appropriately reflects Mr. Allison’s contributions and responsibilities to the Company’s growth and performance and incentivizes strong future performance in a manner that aligns with shareholder interests.


Consideration of Shareholder Advisory “Say-on-Pay” Vote

At our 2023 Annual Meeting, our shareholders approved, on an advisory basis, the compensation of our ~~common stock~~named executive officers for 2022 as disclosed in last year’s proxy statement, with 92.8% of the votes cast on our advisory say-on-pay resolution voting in favor of our executive compensation program. We value the endorsement by our shareholders of our executive compensation policies. We believe the 2023 say-on-pay results continue to positively reflect the programs we initiated in response to the Company’s 2020 and 2021 say-on-pay votes. After reaching out to our shareholders in response to these say-on-pay votes and listening to their concerns regarding our executive compensation, we implemented a number of enhancements to our executive compensation programs.

Key enhancements resulting from these shareholder engagement processes include:

•Adopting an annual cash Executive Incentive Plan for our NEOs based on predetermined, weighted performance metrics reflecting key absolute and relative financial performance indicators.

•Implementing a performance-based equity incentive program for the Chairman and CEO under which two-thirds of the annual equity award to our Chairman ~~in each of the past three years. These awards have primarily reflected~~ and provided incentive for Mr. Allison’s continued leadership in connection with the Company’s successful bank acquisitions and strong financial performance during this period and the preceding years. In 2017, the Committee awarded Mr. Allison 112,500 restricted sharesCEO is subject to ~~both performance-based~~predetermined, weighted performance targets relative to a peer group measured over a 3-year performance period.

•Enhancing disclosure regarding the Board’s rationale in entering into the Chairman’s Agreement with our Chairman and ~~time-based vesting conditions, with alternative total asset growth~~CEO in March 2021 and ~~diluted earnings per share goals. The asset growth goal was met when~~in determining the ~~Company exceeded $12.5~~compensation provided under such agreement.

•Establishing a performance peer group of banking organizations between $10 billion and $50 billion in total assets for purposes of our cash and equity incentive programs.

•Adopting meaningful clawback features as part of ~~September 30, 2017,~~our cash and asequity incentive programs.

The Committee has considered the results of the 2023 advisory vote on executive compensation, and we have followed the same philosophy in determining our current executive compensation of maintaining competitive executive pay that rewards performance and encourages management to focus on the long-term growth and success of the Company. The Company has included in this Proxy Statement a ~~result, these shares will “cliff” vest~~similar proposal providing for an advisory vote to approve the compensation of our executives in ~~February 2020. In January 2018,~~accordance with the ~~Committee granted Mr. Allison 125,000 restricted shares to vest in two installments over a three-year period.~~

22

shareholders’ recommendation. SeeProposal Two - Advisory (Non-binding) Vote Approving Executive Compensation below.


Aligning Executive Compensation with Metrics that Drive Shareholder Value

The Compensation Committee ~~also periodically issues long-term equity incentive awards~~seeks to align our executive compensation, particularly for our CEO, with the interests of our shareholders by using a compensation mix of both fixed and variable components, and by delivering value to executives that reward performance. In addition to a fixed base salary with benefits, limited executive perquisites and certain pension benefits and other ~~named executive officers, with its recent practice being to issue such awards approximately every three years. The~~compensation, the Committee utilizes ~~both stock options and restricted shares subject to either time-based vesting or~~the following variable components in our executive pay program:

•An annual cash bonus plan for all NEOs with predetermined performance goals ~~or a combination of performance-based~~ and ~~time-based vesting. The Committee issued equity awards to Messrs. Davis, French~~payout formulas, and ~~Hester in August 2015 representing an aggregate of 480,000 shares of our common stock consisting of restricted shares, performance-based restricted shares and performance-based stock options. Vesting~~

•Issuing two-thirds of the performance-based awards is subject to a specified diluted earnings per share goal, which was met on December 31, 2016, and additional fixed vesting over a five-year period following the achievement of the performance goal. Earlier in 2015, the Committee also awarded stock options to Messrs. Davis and French for their respective individual performance and in connection with Mr. French’s elevation CEO and President of our bank subsidiary. The Committee did not issue anyCEO’s long-term equity incentive compensation ~~awards to our other named executive officers during 2016 and 2017, except~~ in ~~connection with a Chairman’s Award consisting~~the form of ~~cash and stock options presented to Mr. Hester and other selected employees~~performance-based restricted shares which vest at the ~~2016 Annual Meeting~~end of ~~shareholders.~~

~~The~~a three-year performance period based on the Company’s performance relative to its peers in certain key financial metrics that the Committee believes ~~its practices with respect to the issuance of equity awards to our named executive officers provide appropriate long-term performance incentives~~drive strong earnings and ~~further align the interests of our executive officers with those of our shareholders.~~

~~Overview of Compensation Philosophy and Program~~

shareholder value.


CEO Compensation Elements
Salary and Other
Annual Incentive Bonus (subject to pre-established performance metrics)
Performance-based Restricted Stock (67%)
Time-vested Restricted Stock (33%)


			35			www.homebancshares.com


Compensation Discussion and Analysis


Compensation Committee Role and Decision-Making Process

The Compensation Committee, composed entirely of independent directors, administers the Company’s executive compensation program. The role of the Committee is to oversee the Company’s compensation and benefit plans and policies, administer its stock plans, and review and approve annually all compensation decisions related to the named executive officers and our Board members. The Committee reports its compensation decisions to the Board for their review or recommends such decisions for approval by the Board.

The Committee recognizes the importance of compensation and performance and seeks to reward performance with cost-effective compensation that aligns employee efforts with the business strategy of the Company and with the interest of the shareholders. The Committee also recognizes that the compensation should assist the Company in attracting and retaining key executives critical to its long-term success.

~~The following principles guide the Committee:~~

~~Compensation levels should be sufficiently competitive to attract and retain key management for the bank and holding company~~. The Company hires experienced bank executives that have a track record in the market. Competition is strong for these talented and experienced people. The compensation package must be strong and competitive in that market.

~~Compensation should relate directly to performance and responsibility.~~~~Compensation should vary with the performance and responsibility of the individual. It should always be proportional to the contribution to the Company’s success.~~

~~Short-term incentive compensation should motivate high performance.~~The Company uses the cash bonus plan to motivate individuals with roles and responsibilities that give them the ability to directly impact the Company’s performance and strategic direction. The incentive compensation should not cause the individual to take excessive and unnecessary risks that would threaten the institution.

~~The Company’s Stock Option and Performance Incentive Plan should align management with shareholders’ interests.~~Awards of stock options, restricted stock or other forms of long-term compensation should encourage management to focus on the long-term growth and success of the Company. It should provide management with a meaningful stake in the Company and the prospects of a long-term career.

23

The Committee receives updates on our business results from management and reviews historical and projected financial information as necessary to assess whether executive compensation continues to be properly balanced with and supportive of our business objectives. The Committee may also review various financial and operating data, compensation information, ~~including reported revenue, profit levels,~~ market capitalization and disclosed governance practices regardingcomparably-sized bank holding companies in a peer group to assess our comparative performance and ~~organizational~~compensation structure. The Committee uses management updates and peer information as tools to evaluate the connection between executive compensation and our performance as a business. ~~This~~The Committee has historically reviewed this information ~~is reviewed~~ in a subjective ~~manner. There is~~manner with no ~~implied~~ direct or formulaic linkage between peer information and our compensation decisions.

The Committee ~~takes~~may evaluate various financial performance criteria such as net income, earnings per share, return on assets, growth in assets (including through acquisitions), asset quality, return on equity, net interest margin, efficiency ratio, net cash flow and other metrics, as well as regulatory capital ratios and examination results. The Committee believes that the ~~view that appropriate connections between~~following metrics in particular are key indicators of the Company’s financial performance and has most closely evaluated these measures, in addition to the overall earnings results and asset growth of the Company, in establishing incentive compensation decisions:

•Return on assets,

•Return on tangible common equity,

•Efficiency ratio,

•Net interest margin, and performance objectives can encourage our executives to make decisions that will result in significant positive short-term and long-term returns for our business and our shareholders without providing an incentive either to take unnecessary risks or to avoid opportunities to achieve long-term benefits even though they may reduce short-term benefits for the named executive officers, the business or our shareholders.

•Net charge-off ratio (i.e., asset quality).

Based on these reports and assessments, the Committee annually evaluates both the short-term and long-term performance compensation for the named executive officers to ensure alignment with our business objectives. The Committee also works closely with management regarding long-term equity incentives, including performance-based equity awards, which emphasize shareholder returns while providing enhanced retention value for key executives.

Because the Compensation Committee believes the metrics listed above are key drivers of the Company’s earnings results and value for the Company’s shareholders, the Committee has historically considered these measures in evaluating our named executive officers’ performance, and the Committee utilized these measures specifically in designing the Company’s performance-based incentive programs. While total shareholder return (TSR) can be a useful measure in aligning compensation with shareholder value, the Committee believes that macroeconomic factors, overall market volatility and other external forces which can affect a company’s stock price from period to period substantially limit the effectiveness of TSR in evaluating whether the Company’s performance is in line with its strategic goals.

In comparing the Company’s performance to its peers, the Compensation Committee has designated a broad-based peer group consisting of U.S. banks and bank holding companies with $10 billion to $50 billion in total assets, excluding banks and bank holding companies in Puerto Rico as well as companies and institutions that are not traditional banks primarily offering both depository and lending services. The Committee believes evaluating performance against a larger peer group of comparably-sized institutions aligns with the Company’s expectations of being a strong performing bank nationally, including among institutions with considerably greater assets or market capitalization.

Benchmarking Executive Compensation Against A Peer Group

The Committee in the past has compared total compensation levels for the executive officers to the compensation paid to executives in a peer group. The Committee annually considers the need for a peer analysis and reviews compensation paid to executives in a peer ~~compensation~~group as the Committee deems necessary. For 2023, the Committee informally reviewed and considered certain internally-compiled peer company compensation data in determining the base salary increases for 2023. The Committee ~~did not perform a peer compensation review or engage a compensation consultant during 2017 to advise the Committee on setting the compensation of our executive officers. For 2017, the Committee~~also evaluated and considered the overall performance and achievements of the Company and our bank subsidiary, as well as each executive’s individual performance and the Chairman’s recommendation for such executive (other than himself).

~~Consideration of Shareholder Advisory“Say-on-Pay”~~ ~~Vote~~

~~At our Annual Meeting in 2017,~~ The Compensation Committee did not target 2023 salaries or total compensation to any particular benchmark based on a peer group or engage a compensation consultant during 2023 to advise the ~~shareholders approved,~~Committee on ~~an advisory basis,~~setting the compensation of our ~~named~~ executive ~~officers~~officers.


www.homebancshares.com			36


			Compensation Discussion and Analysis

Employment Agreements

On March 1, 2021, we entered into an employment agreement with our Chairman and CEO, John W. Allison, providing for ~~2016,~~his continued service as ~~disclosed~~our executive Chairman or Chairman Emeritus over the next 10 years. The agreement sets forth certain compensation and benefits to which Mr. Allison is entitled in ~~last year’s proxy statement (90.2%~~his role as executive Chairman and to which he will be entitled upon a decision by Mr. Allison or the Board that he shall no longer serve as executive Chairman, at which time he will be appointed Chairman Emeritus and will continue to serve in an advisory role to the Board.

Mr. Allison’s compensation arrangements under the agreement for his service as Chairman are consistent with his recent prior annual compensation arrangements and include an annual base salary of ~~votes cast). We value this endorsement~~$500,000 or such higher salary as is determined by ~~our shareholders~~the Compensation Committee, eligibility for an annual cash incentive bonus of up to 100% of his base salary, an annual award of up to 150,000 restricted shares of our ~~executive~~common stock (with two-thirds of such shares being subject to specified three-year performance targets and the remaining one-third being subject to three-year time-based cliff vesting), and certain benefits and perquisites. Mr. Allison’s base salary for 2023 was $750,000. However, from November 7, 2023, through the end of 2023, Mr. Allison voluntarily reduced his annual base salary to $500,000 as part of a Company-wide cost-cutting initiative.

In the event he transitions to Chairman Emeritus status, Mr. Allison’s total compensation ~~policies.~~ would be substantially reduced, with a decrease in annual base salary to $400,000, and he would no longer be eligible to participate in any annual cash incentive bonus program or receive any new equity incentive awards. These reductions would have represented an over 75% reduction in his annual total compensation for the 2023 calendar year.

The Compensation Committee ~~has considered~~believes that this agreement is necessary to set forth the ~~results~~terms of ~~this advisory vote on~~Mr. Allison’s continued service as executive compensation, and we have followed the same philosophy in determining our current executive compensation of maintaining competitive executive pay that rewards performance and encourages management to focus on the long-term growth and success of the Company ~~by providing them~~in light of all relevant factors, which include his leadership experience and history as the Company’s founding Chairman and CEO and largest individual shareholder, desired terms and conditions of his continued employment, and the strategic importance of his position with the Company, with compensation arrangements consistent with recent prior years. The Committee also believes his continued service in an ~~equity stake~~advisory capacity in the event he should transition to Chairman Emeritus would provide substantial strategic value to the Company ~~that aligns their interests~~at a level commensurate with ~~our shareholders. The Company has included in this Proxy Statement a similar proposal providing for an advisory vote to approve~~ the compensation he would receive in such role. There are no current plans for Mr. Allison to transition to the Chairman Emeritus role.

See Executive Compensation – Employment Agreements for further discussion of the terms of this agreement.

We do not currently have an employment agreement with any of our ~~executives in accordance with the shareholders’ recommendation.~~~~See~~ ~~“PROPOSAL TWO – ADVISORY(NON-BINDING)~~ ~~VOTE APPROVING EXECUTIVE COMPENSATION.”~~

~~Components of Compensation~~

other named executive officers.


Components of Compensation

The key elements of the Company’s executive compensation program are:

•Base salary

~~Short-term~~•Annual cash incentives (bonuses)

~~Long-term~~•Equity incentive compensation ~~(options/restricted stock)~~(restricted stock and stock options)

•Retirement and insurance benefit plans

•Certain defined perquisites

The Company tries to determine the proper mix of base, short-term and long-term incentive compensation. In our markets there are a number of national, regional and community banks. The competition for experienced executives in banking is strong. The Committee understands that being a public company that can offer equity incentives and a community banking philosophy puts the Company in a competitive position for strong management. The public market for the stock and its easily accessible value is a positive factor in aligning management’s interest with that of the shareholders and making them meaningful stakeholders.

24

Base Salary

Base salaries historically have been targeted at comparable levels for peer companies and adjusted to recognize varying levels of responsibility, individual performance, ~~individual banking region~~Company performance ~~if appropriate~~ and internal equity issues. The Committee reviews the base salaries of the executive officers annually. This base salary provides the foundation for a total compensation package that is required to attract, retain and motivate the officers. Generally, base salaries are not directly related to specific measures of performance, but are determined by experience, the scope and complexity of the position, current job responsibilities, and salaries of competing banks. The Committee did not use specific benchmarking but did informally review peer compensation data in ~~2017. Base~~determining annual base salaries for 2023.

On March 1, 2021, the Company entered into an employment agreement with Mr. Allison for his continued service as our ~~named~~ executive ~~officers in 2017 ranged~~Chairman under which he is entitled to receive an annual base salary of $500,000 or such greater amount as the Committee may determine from ~~$295,000 for Mr. Sims as CEO~~time to time. The terms of the ~~holding~~Chairman’s employment agreement (the “Chairman’s Agreement”) are discussed in more detail under Executive Compensation – Employment Agreements below.


			37			www.homebancshares.com


Compensation Discussion and Analysis

For 2022, the Committee determined that Mr. Allison’s annual base salary should be increased to $650,000 to remain comparable to peer companies in light of the Committee’s decision not to increase his salary in 2021, along with his contributions to the Company’s record financial performance in 2021 and other achievements. In particular, in addition to peer comparisons, the Committee considered his strategic leadership in the Company’s anticipated acquisition of Happy Bancshares, Inc., headquartered in Amarillo, Texas, which upon its completion in April 2022 increased the Company’s total assets by approximately $6.69 billion and gave the Company a strong presence in the state of Texas, in the Company’s initiating and completing the transfer of the listing of its common stock in November 2021 to the New York Stock Exchange and in the Company’s successful $300 million underwritten offering of fixed-to-floating rate subordinated notes in January 2022, as well as being the driving force behind the Company’s discipline in maintaining strong asset quality and achieving record financial performance during 2021. The 2022 base salary increases for Messrs. French and Tipton were also in recognition of their efforts and additional responsibilities in managing the anticipated completion of the Happy Bancshares acquisition, the upcoming integration and conversion of the acquired business and the ongoing day-to-day operations of the expanded organization.

For 2023, the Committee approved an increase to Mr. Allison’s base salary to $750,000 in further recognition of his strategic leadership in the completion of the acquisition and integration of Happy Bancshares and the Company’s continued record financial performance during 2022 and to continue to keep his compensation comparable to peer company CEOs. The Committee also approved base salary increases for 2023 as set forth in the table below. Similar to ~~$410,000~~2022, the 2023 base salary increases for Messrs. French and Tipton were based on their roles in the completion of the Happy Bancshares acquisition and the integration and conversion of the former Happy State Bank business, including related operational challenges and responsibilities, while continuing to manage and achieve strong operating performance through the combined financial institution.

On November 7, 2023, Mr. ~~French~~Allison volunteered to reduce his annual base salary by $250,000 to $500,000. Mr. Allison agreed to take the salary deduction as ~~CEO~~part of ~~our bank subsidiary, which reflect~~his leadership in focusing on lowering Company costs. The salary reduction did not otherwise modify any terms of the Chairman Agreement’s between Mr. Allison and the Company. In January 2024, the Committee reinstated Mr. Allison’s annual salary to $750,000 for 2024 and approved salary increases of ~~3.5%~~approximately 2% for each of the Company’s other NEOs. The modest salary increases for 2024 are largely related to ~~13.5% over our named executive officers’ base salaries~~the ongoing challenges in ~~2016. Base salaries for our named executive officers for 2018, approved by~~ the ~~Committee in January 2018, range from unchanged to increases~~banking industry as a result of ~~just under 10%.~~

~~Short-term~~the elevated interest rates, uncertain economic outlook and impacts of last year’s banking failures and liquidity challenges among certain institutions.

2022 Base Salary ($) Increase (%) 2023 Base Salary ($) Increase (%) 2024 Base Salary ($)
John W. Allison 650,000 15.4 750,000 0.0 750,000
Brian S. Davis 358,750 2.5 367,718 2.0 375,072
Tracy M. French 650,000 7.7 700,000 2.0 714,000
J. Stephen Tipton 420,000 7.2 450,240 2.2 460,240
Kevin D. Hester 420,250 2.5 430,756 2.0 439,371

Annual Cash Incentives

An annual cash bonus plan is intended to reward individual performance for that year. The Compensation Committee ~~evaluates~~historically has issued discretionary annual cash bonus awards after evaluating a number of performance criteria for the Company or the bank and ~~considers~~considering the overall profitability of the Company and our bank ~~subsidiary before determining the awards. Specifically,~~subsidiary. In evaluating our named executives, the Committee reviews the individual performance of the officer, along with the goals and performance of the Company and the bank relative to the officer’s role and responsibilities. For named executives who are officers of our bank subsidiary, the Committee reviewshistorically has reviewed criteria such as net income, earnings per share, return on assets, growth in assets (including through acquisitions), asset quality, return on equity, ~~gross~~net interest margin, ~~net income, operating income,~~efficiency ratio, net cash flow and other metrics, as well as regulatory capital ratios and examination results. ~~In evaluating~~

Since 2021, the Compensation Committee has utilized an executive officer of the parent, the Committee reviews the goals of the parent company including shareholder return, earnings per share, and the other criteria noted above. The final consideration is the overall profitability of the Company. The Committee then determines the amount of the awards. In each case, the Committee makes the determination at their discretion as to the issuance and amount of any award.

~~The Committee awarded~~ annual cash ~~bonuses~~incentive program for ~~2017 to~~ each of our named executive ~~officers in amounts ranging from 8.5% to 133.0%~~officers’ cash bonuses based on specific performance criteria and payout formulas utilizing certain performance measures which the Committee and the Company have long viewed as key indicators of the ~~executive’s 2017 base salary.~~Company’s overall financial strength and performance. This plan is described below.


www.homebancshares.com			38


			Compensation Discussion and Analysis

Executive Incentive Plan

The Company’s Performance-Based Executive Incentive Plan (the “Executive Incentive Plan”) utilizes a combination of absolute and relative performance measures focused on certain Company financial metrics as well as an individual performance component. These ~~cash bonus awards were based primarily~~measures focus on the ~~officers’ contributions~~Company’s annual financial results for return on average assets, return on tangible common equity (a non-GAAP measure), efficiency ratio, net charge-off ratio and net interest margin, with targets that the Committee considered to ~~the Company’s total asset growth in 2017 of $4.6 billion, or 47.3%, primarily associated~~be achievable but sufficiently rigorous and consistent with the Company’s high financial performance expectations. Relative performance criteria are measured against a peer group consisting of U.S. banks and bank holding companies with $10 billion to $50 billion in total assets, excluding banks and bank holding companies in Puerto Rico as well as companies and institutions that are not traditional banks primarily offering both depository and lending services. Upon completion of the performance period, if the Committee has received the year-end financial results for the Company but year-end financial results for the peer group are not yet available, the Committee may apply the peer comparison performance measures based on the Company’s and the peer group’s performance as of and for the nine-month period ended September 30th of the bonus year to determine whether each applicable performance target was met. Certain performance measures may be adjusted to exclude unusual or infrequently occurring items and the effects of changes in applicable tax laws or accounting principles as the Committee deems appropriate.

The Executive Incentive Plan provides for potential incentive cash bonuses of up to 100% of annual base salary for the Chairman and CEO and up to 50% of annual base salary for each other named executive officer, plus an additional cash bonus amount equal to 10% of base salary for the named executive officers other than the Chairman and CEO if all performance criteria are met, which is payable three ~~bank acquisitions, one~~years from the beginning of ~~which represented~~the performance period, subject to the executive’s continued employment with the Company. The additional bonus is designed to serve as an additional long-term incentive for each executive’s continued service with the Company.

The various performance measures for 2023, including the targeted and actual performance level for each component, are provided in the table below. In setting targets for 2023, the Committee chose not to adjust the target performance levels following 2022 due to continued uncertainties as to how the significant inflationary environment and the impacts of the Company’s acquisition and integration of Happy Bancshares, the largest acquisition in the Company’s history, ~~along with~~in April 2022 would impact the Company’s ~~strong fundamental earnings~~business and financial performance for ~~2017, excluding extraordinary expenses related~~2023. The Committee viewed the goals as still reflecting superior performance in the industry while not being assured in light of the business and economic uncertainties.


Performance Measure	Relative Weighting				Target Performance (Absolute or peer group percentile)	Actual Performance (Absolute or peer group percentile)
	CEO		Other NEOs
Absolute Performance Measures
Return on Average Assets, as adjusted (1)	20	%	10	%	≥ 1.20%	1.79	%
Return on Tangible Common Equity, as adjusted (2)	20	%	10	%	≥ 10%	18.28	%
Efficiency Ratio, as adjusted (3)	20	%	10	%	Under 47%	45.24	%
Net Charge-off Ratio (4)	20	%	10	%	≤ 1%	0.08	%
Individual Performance Component (5)	20	%	10	%	—	—
Peer Comparison Performance Measures (6)
Return on Average Assets	—		12.5	%	50th or above	95th
Return on Tangible Common Equity	—		12.5	%	50th or above	83rd
Efficiency Ratio	—		12.5	%	50th or above	89th
Net Interest Margin (7)	—		12.5	%	50th or above	90th

(1)Return on average assets is calculated by dividing the Company’s net income by average total assets for the year. Return on average assets, as adjusted, is a non-GAAP measure which for 2023 excludes the FDIC special assessment, BOLI death benefits, fair value adjustment for marketable securities and recoveries on historic losses.

(2)Return on tangible common equity is a non-GAAP measure which is calculated by dividing the Company’s net income by the result of average equity minus average goodwill, core deposits and other intangible assets. Return on tangible common equity, as adjusted, which for 2023 excludes the FDIC special assessment, BOLI death benefits, fair value adjustment for marketable securities and recoveries on historic losses.

(3)Efficiency ratio is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income. Efficiency ratio, as adjusted, is a non-GAAP measure which is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income, which for 2023 excludes the FDIC special assessment, BOLI death benefits, fair value adjustment for marketable securities and recoveries on historic losses.

(4)Net charge-off ratio equals the percentage of the Company’s net charge-offs (recoveries) to ~~our acquisitions,~~average loans outstanding and is calculated by dividing net charge-offs to average loans outstanding.

(5)The individual performance component is evaluated at the ~~impact~~Committee discretion based on the individual’s performance and contributions to the Company during the performance year.


			39			www.homebancshares.com


Compensation Discussion and Analysis

(6)Because the peer group financial results as of ~~Hurricane Irma~~December 31, 2023 were not yet available when the Committee met to determine 2023 bonus amounts, the Committee applied these performance measures based on the Company’s and the ~~Tax Cuts~~peer group’s performance as of and ~~Jobs Act enacted~~for the nine-month period ended September 30, 2023 to determine whether each applicable performance target was met. Actual performance for the peer comparison performance measures is based on peer group data provided by S&P Global Market Intelligence. Peer company financial data does not include certain adjustments included in ~~December 2017.~~the Company’s calculation of its performance as described above.

(7)Net interest margin means the Company’s annualized net interest margin on a fully taxable equivalent, or FTE, basis.

The following table shows the eligible bonus award for each applicable named executive officer, expressed as a percentage of annual base salary, and actual bonus award earned by each applicable named executive officer based on the level of achievement of the Company’s performance metrics during 2023, in dollar amount and as a percentage of the executive’s base salary.


	Target		2023 EIP Bonus	2023 EIP Bonus Earned
Name	(% of Base Salary)		Earned ($)	(% of Base Salary)
John W. Allison	100	%	750,000	100	%
Brian S. Davis	60	%	220,631	60	%
Tracy M. French	60	%	420,000	60	%
J. Stephen Tipton	60	%	270,144	60	%
Kevin D. Hester	60	%	258,454	60	%

Clawback. Under the clawback provision of the Executive Incentive Plan, all bonus amounts paid will also be subject to clawback in the event the Company restates its financial statements and the Committee determines that the cash bonus paid to the executive officer would not have been paid had it been based on the restated results, in the Committee’s discretion if the cash bonus award would not have been made had the Committee known of an action or omission by the executive, or otherwise if required under any Company clawback policy in effect from time to time. In addition, if any bonus amounts are awarded based on September 30th peer performance comparisons, any such bonus amounts will be subject to clawback if the Committee ~~awarded special cash bonuses of $50,000 each to Messrs. French and Hester for their efforts toward preparing~~determines that the ~~Company and our bank subsidiary for regulatory compliance requirements associated with~~performance measure was not satisfied once the ~~acquisition of Stonegate Bank in 2017.~~

~~Long-term Incentives~~

peer companies’ fourth quarter financial results are received.

Equity Incentive Compensation

Consistent with the Company’s philosophy that favors compensation based upon performance, ~~long-term incentives comprise a significant~~the Compensation Committee believes equity incentive awards are an important component of total compensation. In ~~2012, the~~January 2022, our Board of Directors adopted and on April 21, 2022, the Company’s shareholders approved the Home BancShares, Inc. 2022 Equity Incentive Plan (the “Plan”), which replaced the Company’s Amended and Restated 2006 Stock Option and Performance Incentive ~~Plan (the “Plan”). In 2016, the shareholders approved an amendment to~~Plan. The Committee utilizes the Plan to ~~increase~~grant shares of restricted stock and nonqualified stock options to our directors, executive officers and other key employees in an effort to link future compensation to the ~~number of shares authorized for issuance under the Plan, and in 2017, the shareholders reapproved the material terms~~long-term financial success of the ~~performance goals under the Plan. The purpose of the Plan is~~Company. Equity-based awards granted to our executive officers and other key employees are intended to attract and retain highly qualified officers ~~directors,~~ and key employees, to provide incentives to enhance job performance and to encourage those ~~employees~~persons to improve our business ~~results. The Plan is administered by our Compensation Committee. Subject~~results, and to enable them to participate in the ~~terms~~long-term growth and success of the ~~Plan,~~Company through an equity interest in the ~~Committee may select participants to receive awards, determine the types, terms and conditions of awards and interpret provisions of the Plan.~~

~~It is the policy of the Committee to award grants with an exercise price set at the fair market value on the date of the grant.~~ Company.

The Company does not have a formal policy, but has an established practice described below, with respect to the granting of equity compensation. The Company does not have a policy or practice of timing option or restricted stock grants to coordinate with the release of materialnon-public ~~information.~~ information or timing the release of such information to affect the value of executive compensation. The Committee evaluates opportunities under the Plan along with the annual setting of salaries and awarding ~~bonuses.~~bonuses and from time to time considers and grants awards to executive officers and key employees at other times during the calendar year in conjunction with the establishment of new Company-wide strategic goals or other circumstances. The Committee will also consider awards under the Plan, ifas appropriate, in recruiting a new ~~employee.~~

~~The~~employees.

Historically, the Committee has ~~historically used~~granted both regular (time-based) and performance-based restricted shares and nonqualified stock options. Awards granted on a regular (or fixed) basis carry a set vesting schedule based on a certain time period as determined by the Committee. Performance-based awards are payable in recognition of achievement of certain annual and/or cumulative performance goals of the Company or our bank subsidiary based on one or more ofdesignated performance criteria.

Performance-based equity awards granted by the ~~following business criteria,~~Committee have historically been based on ~~a consolidated basis~~quarterly, annual and/or ~~with respect to specified banking regions (except with respect to the total shareholder return and~~cumulative diluted earnings per share ~~criteria),~~or asset growth targets designed to align with corporate strategic goals and incentivize record-setting earnings performance or the successful completion of strategic acquisitions. The Committee may, however, consider various financial performance measures similar to the criteria evaluated in connection with the Company’s annual cash bonus program in establishing performance targets or in determining the size of equity compensation awards. The equity awards (both fixed and performance-based) typically have been based on a vesting period of three to seven years. Under the Plan, the Committee must certify in writing that all performance goals and other material terms of a performance-based award have been met before the named executive officer may receive payment for such award.


www.homebancshares.com			40


			Compensation Discussion and Analysis

Clawback. The Plan provides that the Committee may cause a forfeiture of any realized gains by an award recipient who breaches any agreement with or obligation to the Company or who violates any Company policy or procedure. Awards may be annulled for any employee who is terminated for cause. All awards are subject to mandatory repayment if the participant becomes subject to any clawback or recoupment under Company policy or applicable law. In October 2023, the Board of Directors adopted a clawback policy in accordance with NYSE listing requirements and SEC rules that requires recovery of any incentive compensation paid to an executive officer based on a financial measure, if the Company is required to restate its financial statements on which such financial measure was based, that exceeds the amount of incentive compensation the executive would have received based on the corrected financial statements. Similarly, the Plan also allows the Committee to rescind or clawback an award if the award would not have been paid or vested had the committee known of an action or omission of the participant or, in the event that the Company restates its financial statements, had the payment or vesting been based on the restated results

Deductibility of Equity Compensation

Prior to 2018, the Company’s stock option grants and certain restricted stock awards to covered employees were generally intended to comply with Section 162(m) of the Internal Revenue ~~Code granted to covered employees:~~

25

~~shareholder return;~~

~~return on assets;~~

~~growth in assets;~~

~~asset quality;~~

~~return on equity;~~

~~earnings per share;~~

~~net income; and~~

~~operating income.~~

Code. Section 162(m) ~~of the Internal Revenue Code~~ places a limit of $1,000,000 on the compensation that a publicly held corporation may deduct in any one year with respect to its principal executive officer, principal financial officer and the next three most highly compensated executive officers whose compensation is required to be disclosed in the company’s annual proxy statement (referred to as covered employees). Historically, there ~~has been~~was an exception to this $1,000,000 limitation for performance-based compensation that meets certain requirements, and the principal financial officer ~~has been~~was excluded from the definition of a covered employee. Effective January 1, 2018, ~~under~~ the ~~recently enacted~~ Tax Cuts and Jobs Act amended Section 162(m) to eliminate the exception for performance-based compensation ~~has been eliminated,~~ and to make compensation paid to the principal financial officer is now subject to the $1,000,000 deduction limitation. The amendments to Section 162(m) include a grandfather clause applicable to compensation paid pursuant to a written binding contract in effect on November 2, 2017 that is not materially modified after such date. The Compensation Committee does not have a specific policy with regard to Section 162(m). However, the Amended and Restated 2006 Stock Option and Performance Incentive Plan contains certain provisions designed to facilitate the deductibility of performance-based compensation in accordance with Section 162(m). The Company generally believes its stock option and performance-based restricted stock awards granted before November 2, 2017 have met those requirements and, as such, are deductible.

~~Historically,~~

The Compensation Committee does not have a specific policy with regard to Section 162(m). While tax deductibility is one of several factors that the Committee ~~has granted both regular~~may consider in determining compensation, it reserves the flexibility to design and ~~performance-based nonqualified stock options. Awards granted on a regular (or fixed) basis carry a set vesting schedule based on a certain time period as determined by~~maintain executive compensation arrangements that it believes are competitive and will best attract and retain executive talent, and thereby advance the ~~Committee. Performance-based awards are payable in recognition of achievement of certain annual and/or cumulative performance goals~~interests of the Company ~~or our bank subsidiary based on one or more of~~and its shareholders, even if such compensation is not deductible by the ~~criteria described above over a period of time longer than one year. The Committee may also grant restricted stock under the Plan based on the criteria described above. The restricted period~~Company for ~~such shares may be subject~~federal tax purposes.

Equity Awards to the satisfaction of Company or individual performance objectives but may not be less than one year. If the restricted shares are not subject to any such performance objectives, the restricted period may not be less than three years.

~~Under the Plan, the Committee must certify in writing that all of the performance goals~~Chairman and other material terms of a performance-based award have been met before the named executive officer may receive payment for such award. The performance-based awards have historically been based on quarterly, annual and/or cumulative diluted earnings per share or asset growth targets. The Committee may confer with the Audit Committee as necessary when confirming achievement of performance goals. The equity awards (both fixed and performance-based) typically have been based on a vesting period of three to five years.

CEO

Generally, the Committee ~~utilizes annual~~grants awards of restricted ~~stock awards in the compensation of~~shares to our Chairman and CEO, Mr. Allison, ~~who remains~~on an annual basis in January of each year. As the Company’s founding Chairman and CEO and largest individual shareholder, owning ~~3.76%~~approximately 3.45% of our outstanding common stock, the Committee believes that Mr. Allison’s total compensation should be comprised largely of equity-based compensation.

During the first 10 years of the Company’s history, Mr. Allison declined to receive a salary or bonus as Chairman and CEO of the Company and instead relied on dividends and appreciation in the value of his existing stock holdings and stock option awards in an effort to best align his interests with those of our shareholders. Since 2014, following the Company’s 2013 acquisition of Liberty Bancshares, which represented the then largest ever merger of two Arkansas-based banks, the Compensation Committee has awarded a majority of Mr. Allison’s compensation in the form of equity awards of restricted stock. The ~~Committee believes~~purposes of these equity awards ~~help~~have been to maintain ~~close~~ alignment of ~~our~~the Chairman’s interests with those of our shareholders, ~~and~~ appropriately reward him for his strategic leadership in the Company’s growth and ~~success~~performance, and provide total compensation at a level that is generally comparable to the Company’s peers.

The Committee has historically evaluated the Company’s performance and Mr. Allison’s individual performance for the prior fiscal year in determining the size of the ~~Company.~~annual restricted stock grant for Mr. Allison. The Committee also considers shareholder return during the past year and Mr. Allison’s overall compensation as part of its analysis. The Committee believes Mr. Allison’s total compensation should be generally comparable to total compensation of other CEOs and Executive Chairmen among the Company’s peers and that a significant portion of his total pay should consist of stock-based compensation.

The Committee has not increased the size of the annual equity awards to Mr. Allison in the past three years. Mr. Allison received 150,000 restricted shares of our common stock in each of 2023, 2022 and 2021. The Committee believes the size of these awards appropriately reflects Mr. Allison’s continued strong leadership and the Company’s continued high performance levels, as indicated in the annual cash bonus plan metrics described above, while maintaining his total compensation at a level generally comparable to his peers and taking into account the Company’s stock price and total shareholder return during this period.


			41			www.homebancshares.com


Compensation Discussion and Analysis

The annual restricted stock awards to Mr. Allison have historically been granted on a fixed-basis with vesting to occur on a “cliff” basis or in annual installments over a three-year period. In response to shareholder feedback, the Committee adopted a performance-based equity compensation program set forth in an Executive Chairman Agreement entered into with Mr. Allison on March 1, 2021 (the “Chairman’s Agreement”). The terms of the Chairman’s Agreement provide that Mr. Allison is eligible to receive annual equity incentive awards beginning in 2021 of up to 150,000 shares of restricted stock. Two-thirds of Mr. Allison’s eligible annual award, or up to 100,000 shares, is subject to the satisfaction of the performance conditions over a three-year performance period with vesting to occur at the end of the performance period. The remaining one-third of the eligible award, or up to 50,000 shares, is time-based with vesting to occur on the third anniversary of the grant date. See Executive Compensation – Employment Agreements for more information regarding the terms of the Chairman’s Agreement.

The performance criteria for each portion of Mr. Allison’s performance-based shares as provided in the Chairman’s Agreement are similar to the peer comparison performance measures included in the Executive Incentive Plan, measured over the three-year performance period, with payouts to be determined based on the actual performance level for each metric relative to the peer group. The peer group under the Chairman’s Agreement is the same performance peer group as defined in the Executive Incentive Plan. The Committee believes these metrics closely align with the financial measures the Company emphasizes in driving robust earnings results which bring value to our shareholders. The Committee views these measures as more effective indicators of the Company’s and our Chairman’s performance than total shareholder return (TSR) given the impact that macroeconomic factors, overall market volatility and other external forces beyond the Company’s control can have on TSR. The Committee may, however, in its discretion designate different or additional performance conditions for future annual performance-based restricted stock awards granted to the Chairman.

Under the performance criteria set forth in the Chairman’s Agreement, the Committee set maximum performance goals at levels more rigorous than the Executive Incentive Plan to further incentivize superior financial performance consistent with the Company’s expectations and set differing vesting periods to provide optimal incentives for both annual and long-term performance. Depending on the extent to which the Company’s percentile rank against the peer group exceeds the minimum threshold for each applicable measure for the performance period, the numbers of shares vesting will be 50%, 75% or 100% of the original shares granted weighted according to each performance measure. The various performance measures and weighting for each component are provided in the table below.

Performance Goal (Peer Group Percentile) (and Payout %)

Performance Measure (1)

Relative Weighting

Eligible Shares

Threshold (50)%

Target (75)%

Maximum (100)%

Net Interest Margin (2)(3)

25

%

25,000

25th

50th

75th

Return on Tangible Common Equity (2)(4)

25

%

25,000

25th

50th

75th

Efficiency Ratio (2)(5)

25

%

25,000

25th

50th

75th

Return on Average Assets (2)(6)

25

%

25,000

25th

50th

75th

(1)If the Committee has received the year-end financial results for the Company but year-end financial results for the peer group are not yet available, the Committee may apply the peer comparison performance measures based on the Company’s and the peer group’s performance as of and for the nine-month period ended September 30 of final year of the performance period to determine the level at which each applicable performance goal was met, if at all.

(2)May be adjusted to exclude unusual or infrequently occurring items and the effects of changes in applicable tax laws or accounting principles as the Committee deems appropriate.

(3)Net interest margin means the Company’s annualized net interest margin on a fully taxable equivalent, or FTE, basis.

(4)Return on tangible common equity is a non-GAAP measure which is calculated by dividing the Company’s net income by the result of average equity minus average goodwill, core deposits and other intangible assets.

(5)Efficiency ratio is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income.

(6)Return on average assets is calculated by dividing the Company’s net income by average total assets for the year.

In January 2024, the Compensation Committee determined that the restricted shares granted to Mr. Allison in January 2021 vested at the 100% level based on the Company’s actual performance for the three-year period ending December 31, 2023, at the 83rd percentile or above for each performance measure.

Clawback. The Chairman’s Agreement provides that all equity awards granted to Mr. Allison under the agreement are subject to clawback in the event the Company restates its financial statements and the Committee determines that the shares vested to the executive officer would not have vested had the vesting been based on the restated results, if in the Committee’s discretion the stock award would not have been granted or vested had the Committee known of an action or omission of the executive, or otherwise if required under any Company clawback policy in effect from time to time. In addition, if all or any portion of the award vests based on September 30th peer performance comparisons, any such shares will be subject to clawback if the Committee determines that the performance measure was not satisfied once the peer companies’ fourth quarter financial results are received.


www.homebancshares.com			42


			Compensation Discussion and Analysis

Equity Awards to Other NEOs

The Compensation Committee does not have a practice of annually granting equity incentive awards to our named executive officers, other than our Chairman. The Committee issues ~~long-term~~ equity incentive awards to our other named executive officers on a less frequent basis. These awards may be in the form of restricted shares, nonqualified stock options or certain other equity-based awards and may be granted on a regular (fixed) basis with ~~its recent practice being~~time-based vesting or as performance-based awards subject to ~~issue substantial~~vesting upon the satisfaction of performance conditions.

While equity ~~awards approximately every three years.~~

~~In February 2017,~~incentive compensation represents an important component of the Company’s overall executive compensation program and promotes alignment of our executives’ interests with our shareholders, the Committee ~~issued a performance-based award of 112,500~~believes that less frequent, more targeted equity grants to our other executives and key employees, which may be coordinated with specific Company-wide strategic performance initiatives, serve as an effective mechanism to incentivize superior long-term individual and Company performance. The Committee may also issue restricted shares or stock options in connection with an executive’s promotion or to reward or incentive other special performance, such as efforts in connection with a strategic acquisition or other operational initiatives. The Committee also considers recommendations from our Chairman as to awards for our other executive officers.

The last two significant series of equity grants to our ~~common~~named executive officers, other than the Chairman, consisted primarily of performance-based restricted shares and stock options subject to ~~Mr. Allison containing alternative total asset growth and~~“stretch” performance goals based on the Company’s average or cumulative diluted earnings per share, ~~goals. The~~with the shares and options to vest during an additional extended time-vesting period following achievement of the performance goal. These goals were ~~designed~~targeted to promote specific performance initiatives to achieve new levels of record Company earnings over at least a four-quarter period and intended to both provide an additional retention and performance incentive ~~toward~~for these executives and further align their interests with the ~~successful completion~~interests of our shareholders.

In July 2018, the ~~Company’s two then-pending acquisitions~~Committee granted performance-based restricted shares and stock options to our named executive officers, other than the ~~successful negotiation~~Chairman, and ~~completion~~other key Company and bank employees with a performance goal of the Stonegate Bank acquisition, for which a definitive agreement was signed in March 2017 and which ultimately closed in September 2017, along with maintaining strong quarterly earnings. The shares “cliff” vest on the third anniversary of the grant date if either the Company’s total assets equal or exceed $12.5 billion at any fiscal quarter end within the three-year period or the Company has averaged $0.315average adjusted diluted earnings per share of $0.50 per share for four consecutive quarters or ~~$1.26~~$2.00 total adjusted diluted earnings per share over a period of four consecutive ~~quarters within~~quarters. In determining whether the ~~three-year period. As~~performance goal was met, the calculation of ~~September 30, 2017,~~adjusted diluted earnings per share excluded one-time or non-reoccurring gains or losses. The performance goal was met on March 31, 2021. Therefore, the ~~Company’s total assets exceeded $12.5 billion, and therefore, these~~restricted shares will vest in three equal annual installments beginning on ~~February 22, 2020.~~ March 31, 2024, and the stock options vest in five equal annual installments that began on March 31, 2022.

The Committee ~~did not issue any equity awards to our other named executive officers during 2017.~~

26

~~In 2016, the Committee awarded 10,000 unrestricted bonus shares of our common stock to Mr. Allison in lieu of a cash bonus for 2015 and 140,000~~granted similar performance-based restricted shares ~~of our common~~and stock based on his leadership in connection with our acquisitions of Florida Business BancGroup, Inc., the Florida operations of Doral Bank and a pool of national commercial loans originated by Doral Bank, the formation of Centennial Commercial Finance Group, and the Company’s overall financial performance in 2015. The restricted shares will “cliff” vest on January 25, 2019. In April 2016, Mr. Hester was granted stock options representing 20,000 shares of our common stock as part of a Chairman’s Award presented to him and other selected employees at the Company’s 2016 Annual Meeting of shareholders. The Chairman’s award also included a cash award of $10,000. The Committee did not issue any additional equity awards to our named executive officers, ~~during 2016.~~

Inother than the Chairman, and key Company and bank employees in August 2015, the Committee granted an aggregate of 65,000 restricted shares of our common stock subject to performance conditions and 350,000 performance-based stock options to our CFO, our CLO and the CEO of our bank subsidiary.2015. The performance goal for ~~the performance-based~~these awards consisted of average diluted earnings per share of $0.3125 per share (as adjusted for the Company’s 2-for-1 stock split on June 8, 2016) for four consecutive quarters or $1.25 total diluted earnings per share (stock split-adjusted) over a period of four consecutive quarters. This performance goal was met as of December 31, 2016. As a result, the ~~performance~~restricted shares ~~will vest~~vested over five years in three equal annual installments beginning on December 31, 2019, and the ~~performance~~stock options ~~will vest~~vested in seven equal annual installments on each anniversary of the grant date, with the first installment vesting on December 31, 2016, the date the performance goal was met. ~~Additionally,~~The final installment of these restricted shares vested on December 31, 2021, and the final installment of these stock options vested on August 24, ~~2015, the~~2022. The Committee also granted ~~the same executives an aggregate of 65,000~~ restricted shares subject to time (or fixed) ~~vesting.~~vesting in connection with these performance-based awards. These ~~restricted~~ shares ~~will vest~~vested over five years in three equal annual installments, ~~beginning~~with the first installment vesting on August 24, 2018 and the third anniversary of the grant date. Further, in January and March 2015, the Committee awarded 100,000 and 50,000 stock options to Messrs. French and Davis, respectively, for their individual performance and in connection with Mr. French’s elevation to CEO and President of our bank subsidiary.

~~Finally,~~final installment vesting on January 19, 2018, the Committee awarded to Mr. Allison 125,000 restricted shares of our common stock to vest over three years in two equal installments beginning on the second anniversary of the grant date.

August 24, 2020.

Retirement and Insurance Benefits

~~Post-Termination Benefits~~. ~~We do not have any employment, salary continuation, or severance agreements currently in effect for any of our executive officers.~~

Chairman’s Retirement Plan.In 2007, our Board of Directors, based on a recommendation by the Compensation Committee, approved a Chairman’s Retirement Plan for our Chairman, John W. Allison. The Chairman’s Retirement Plan provides a supplemental retirement benefit to Mr. Allison of $250,000 per year for 10 consecutive years or until Mr. Allison’s death, whichever occurs later.

The benefits under the plan became 100% vested and commenced on Mr. Allison reaching age 65 in 2011. The vested benefits are payable over 10 years or Mr. Allison’s life, whichever is greater. If Mr. Allison ~~dies~~died during the 10 year guaranteed benefit period, his beneficiary ~~will~~would receive the remaining payments due during the guaranteed period. ~~If he dies after~~Because the guaranteed benefit period has expired, no further benefits will be ~~paid.~~paid upon Mr. Allison’s death. The annual benefit is paid in monthly installments.

Supplemental Executive Retirement Plan.Prior to our acquisition of Community Bank in 2003, Community Bank purchased life insurance policies on its President and Chief Executive Officer, Tracy M. French. The policies are designed to offset benefit expenses associated with a supplemental annual retirement benefit that grows on atax-deferred basis. A portion of the benefit is determined by an indexed formula. The balance of the benefit is determined by crediting interest on the accrued balances. The calculation for the benefit expense accrual is: insurance policy income minus opportunity cost plus interest. The opportunity cost is determined by the bank and is equal to the five year average of the one year Treasury Bill rate. The bank (now Centennial Bank) retains the opportunity cost. Prior to Mr. French’s retirement, any after-tax earnings in excess of the opportunity costs are accrued to a liability reserve account for his benefit. At retirement, this liability reserve


			43			www.homebancshares.com


Compensation Discussion and Analysis

account is amortized with interest and paid out over a period of 15 years. If Mr. French dies while there is a balance in his account, this balance will be paid in a lump sum to Mr. French’s beneficiaries.

The life insurance benefit for Mr. French is being provided by an endorsement split dollar life plan. Upon the death of the executive, the death benefit payable to his beneficiaries is equal to 70% of the netat-risk life insurance portion (total benefit less cash value) of the policies insuring the life of Mr. French. The bank has all ownership rights in the death benefits and cash surrender values of the insurance ~~policy~~policies on Mr. French. Its obligations under the retirement benefit portion of this policy are unfunded; however, the bank has purchased life insurance policies on Mr. French that are actuarially designed to offset the annual expenses associated with the benefit portion of the ~~policy~~plan and will, given reasonable actuarial assumptions, offset all of the cost during Mr. French’s lifetime and provide a complete recovery of costs at death.

27

401(k) Plan.All our full- and part-time employees over the age of 21 are eligible to participate in our 401(k) Plan immediately. We contribute a matching contribution equal to 50% of the participants’ first 6% of deferred compensation contribution. In addition, we may make a discretionary contribution. No discretionary contributions were made during ~~2017.~~

2023.

Health and Insurance Benefits.Our full-time officers and employees are provided hospitalization and major medical insurance. We pay a substantial part of the premiums for these coverages. All insurance coverage under these plans is provided under group plans on generally the same basis to all of our full-time employees. Also, we provide other basic insurance coverage including dental, life, and long-term disability insurance.

In 2004, First State Bank (now Centennial Bank) adopted an endorsement split-dollar life insurance plan which provides for the purchase of life insurance policies insuring the life of Mr. Allison. Both the bank and Mr. Allison have an interest in each of the policies, and therefore, this is classified as an endorsement split-dollar plan. Mr. Allison’s beneficiaries will be entitled to an amount equal to 50% of the netat-risk insurance portion of the total proceeds. The netat-risk portion is the total proceeds less the cash value of the policy. Mr. Allison recognizes the economic value of this death benefit each year on his individual income tax return. The beneficiaries of the policies are named by Mr. Allison and the bank will receive the remainder of the death benefit. The bank has all ownership rights in the death benefits and surrender values of the policies. The premium paid on June 4, 2004, for the policies was $4.8 million. Effective December 22, 2006, the death benefits payable under these policies split between the bank and Mr. Allison’s beneficiaries. If the death benefits were paid in ~~2018,~~2023, approximately ~~$7.2~~$10.6 million would behave been paid to the bank and approximately ~~$1.8~~$1.3 million would behave been paid to Mr. Allison’s beneficiaries.

Perquisites

The Company provided certain perquisites to executive management in ~~2017.~~2023. These perquisites included:

•401(k) contributions

•Country club dues

~~Gasoline for personal car~~

•Car allowance

•Use of company owned car

~~In September 2017, the~~

The Company ~~purchased~~owns a used airplane ~~formerly owned by~~which it purchased in 2017 from Mr. Allison’s company, Capital Buyers. The Company also fromtime-to-time uses an additional airplane owned by Capital Buyers. ~~An employee~~Two employees of the Company ~~is a pilot~~are pilots and ~~flies~~fly the airplanes. Mr. Allison ~~also~~ fromtime-to-time uses the airplanes and the ~~pilot~~pilots for personal travel, which may or may not occur during working hours. When the Company uses the Capital Buyers plane, Capital Buyers charges the Company for out of pocket expenses and other expenses attributable to use and maintenance of the aircraft. ~~Additionally, the Company previously owned a 50% ownership interest in a separate airplane formerly owned by Capital Buyers,~~

Director Fees and the Company shared the use and the annual fixed cost of the airplane with an unaffiliated third party that owned the remaining 50% interest in the airplane and Mr. Allison through a specified time allotment and cost sharing arrangement. The Company sold its 50% interest in this airplane in May 2017 to the unaffiliated third party with whom we~~co-owned~~ ~~the plane.~~

~~Director Fees~~

Stock Awards

Mr. Allison receives additional fees for his service as Chairman of the Board of Directors of the Company, which for ~~2017~~2023 included an annual retainer of ~~$8,000 and~~$14,000, a fee of ~~$4,000~~$7,500 for each holding company Board meeting attended and fees of $750 for each meeting of the Asset/Liability Committee attended. The fees for his service as Chairman of the Board are set by the Board of Directors. In addition, Mr. Allison ~~is Chairman of~~serves on the board of directors of the Company’s bank subsidiary and ~~serves on~~ each regional board of directors of the bank. He receives fees for his service on the board of directors and each regional board of the ~~bank.~~bank and certain bank committees. The fees for his service on each board are set by the respective boards of the bank. Mr. Allison earned a total of ~~$110,950~~$177,925 in fees for his service on the Board of Directors of the Company and the board of directors and regional boards of the bank during ~~2017,~~2023, including fees for his service on committees of the Company and bank boards.

Because Mr. Allison isretained these board and committee responsibilities in addition to resuming the ~~only named executive officer who received~~CEO role in November 2019, the Board of Directors believes these director fees appropriately compensate Mr. Allison for ~~serving~~his services on the ~~Company’s or our~~various Company and bank ~~subsidiary’s~~ boards and committees on which he serves in addition to his executive responsibilities.

Additionally, the Board of Directors has in recent years granted an annual stock award of 3,000 shares of restricted stock to all directors, orexcept that Mr. Allison did not receive a director stock award in 2021. Messrs. Allison, Davis and French each received 3,000 shares of restricted stock in January 2023 in connection with their service as directors of the Company. These shares vest in three equal annual installments beginning on ~~any committees~~the first anniversary of ~~such boards during 2017.~~

28

the grant date.


www.homebancshares.com			44

~~REPORT OF THE COMPENSATION COMMITTEE~~

~~OF THE BOARD OF DIRECTORS~~


			Report of the Compensation Committee of the Board of Directors

Report of the Compensation Committee of the Board of Directors

The following Compensation Committee Report should not be deemed filed or incorporated by reference into any other document, including the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report into any such filing by reference.

In accordance with its written charter, ~~which wasre-adopted~~ ~~in its current form by the Board of Directors on January 20, 2017,~~the Compensation Committee evaluates and approves the plans and policies related to the compensation of the Company’s executive officers and directors. A copy of the Compensation Committee charter is published on the Company’s website atwww.homebancshares.com under the caption “Investor Relations”/“~~Corporate Profile”~~Overview”/“Governance ~~Documents”.~~

Documents.”

The Committee met ~~four times~~twice in ~~2017~~2023 to discuss, among other items, the salaries, bonuses and other compensation of the senior executive officers and other key employees of the Company.

In determining the compensation of the executive officers for 2017, the Committee, among other things, evaluated the performance of the Chief Executive Officer and the other executive officers in light of corporate goals and objectives and reviewed the Chairman’s compensation recommendations. The Committee also set the bonuses to our named executive officers for their performance in 2017.

The Compensation Committee reviewed and discussed with management the information provided in the preceding Compensation Discussion and Analysis section of this Proxy Statement. Based on its review and discussions with management, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and our Annual Report on Form10-K for the calendar year ended December 31, ~~2017,~~2023, for filing with the SEC.

Home BancShares, Inc.

Compensation Committee Members

Mike D. Beebe, Chairman

Milburn Adams

Richard H. Ashley

Jack E. Engelkes

Jim Rankin, Jr.

29


			45			www.homebancshares.com

~~EXECUTIVE COMPENSATION~~


Executive Compensation

Executive Compensation

The following table sets forth various elements of compensation earned by, awarded or paid to the individuals who served as our CEO, our CFO, and our three other most highly-compensated executive officers during the fiscal year ended December 31, ~~2017~~2023 (collectively, our “named executive officers”), for services rendered in each of the last three years.


Summary Compensation Table


Name and principal position	Year	Salary		Bonus (1)		Stock Awards (2)		Option Awards (2)		Non-equity incentive plan compensation (1)		Change in pension value and non-qualified deferred compensation earnings		All other compensation			Total
John W. Allison, Chairman of the Board, CEO & President	2023	$	707,351	$	—	$	3,431,790	$	—	$	750,000	$	84,787	$	814,931	(3)	$	5,788,859
	2022	650,600		—		3,661,290		—		650,000		97,449		687,747			5,747,086
	2021	496,462		—		3,381,000		—		500,000		109,140		638,213			5,124,814
Brian S. Davis, Chief Financial Officer and Treasurer	2023	368,166		—		67,290		—		220,631		—		21,450		(4)	677,536
	2022	359,182		—		71,790		—		215,250		—		23,387			669,609
	2021	350,346		—		66,540		—		170,000		—		23,973			610,859
Tracy M. French, CEO & President of Centennial Bank	2023	699,659		—		67,290		—		420,000		63,660		79,604		(5)	1,330,213
	2022	649,638		385,000		71,790		—		390,000		60,432		77,636			1,634,496
	2021	599,889		40,000		66,540		—		360,000		54,648		72,872			1,193,949
J. Stephen Tipton, Chief Operating Officer	2023	450,258		—		—		—		270,144		—		50,834		(6)	771,237
	2022	420,215		265,000		—		—		252,000		—		50,764			987,979
	2021	400,135		60,000		—		—		240,000		—		48,508			748,644
Kevin D. Hester, Chief Lending Officer	2023	431,154		—		—		—		258,454		—		25,489		(7)	715,097
	2022	420,653		—		—		—		252,150		—		27,341			700,144
	2021	410,238		—		—		—		246,000		—		28,231			684,469

(1)For each named executive officer other than the Chairman and CEO, the payment of a portion of the cash bonus and non-equity incentive plan amounts reported in each year will be deferred until the end of the second calendar year after completion of the performance year, subject to the executive’s continued employment. For 2021, a portion representing 10% of the executive’s 2021 bonus and incentive plan amounts was paid in January 2024. For 2022, a portion of the non-equity incentive plan amount representing 10% of the executive’s 2022 base salary will be paid in January 2025. For 2023, a portion of the non-equity incentive plan amount representing 10% of the executive’s 2023 base salary will be paid in January 2026. All other bonus amounts earned were paid in January following the year in which they were earned.

(2)Restricted stock and stock option awards are based on the grant date fair values and are calculated pursuant to the provisions of FASB ASC Topic 718 “Compensation – Stock Compensation” and is based on the probable outcome of any performance-based awards as of the grant date. See Note 13 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the assumptions underlying the valuation of these stock option awards.

(3)Mr. Allison used pilots employed by the Company for personal trips in an airplane owned by Capital Buyers, a company owned by Mr. Allison. The incremental cost of those services was determined to be $5,100, using $850 per day, current rate for a commercial pilot. Other Compensation ~~Table~~

Name and principal
position
   Year    Salary    Bonus    Stock
awards⁽¹⁾    Option
awards⁽¹⁾    Non-equity
incentive
plan
compensation    Change in
pension value
and
non-qualified
deferred
compensation
earnings    All other
compensation Total
C. Randall Sims, Chief Executive Officer and President
   2017    $ 294,618    $ 25,000    $ —      $ —      $ —      $ —      $ 19,547 ⁽²⁾ $ 339,165
   2016    285,000    10,000    —      —      —      —      22,539 317,539
   2015    275,000    10,000    —      —      —      —      23,094 308,094
Brian S. Davis, Chief Financial Officer and Treasurer
   2017    324,030    125,000    —      —      —      —      26,761 ⁽³⁾ 475,791
   2016    300,000    150,000    —      —      —      —      27,092 477,092
   2015    225,105    75,000    738,200    648,250    —      —      17,882 1,704,437
John W. Allison,
Chairman of the Board
   2017    373,280    500,000    3,179,250    —      —      147,606    571,350 ⁽⁴⁾ 4,771,485
   2016    330,000    —      2,559,750    —      —      155,453    520,386 3,565,589
   2015    300,000    —      1,935,850    —      —      162,699    435,889 2,834,438
Tracy M. French,
CEO & President of Centennial Bank
   2017    409,027    255,000    —      —      —      42,492    40,576 ⁽⁵⁾ 747,095
   2016    385,000    192,000    —      —      —      39,372    42,689 659,061
   2015    360,000    180,000    922,750    638,250    —      36,336    31,060 2,168,396
Kevin D. Hester,
Chief Lending Officer
   2017    349,032    225,000    —      —      —      —      21,699 ⁽⁶⁾ 595,730
   2016    325,000    162,500    —      101,600    —      —      31,347 620,447
   2015    300,000    150,000    738,200    425,500    —      —      11,739 1,625,439

also includes Company Board of Directors fees, $51,500; subsidiary bank director and advisory board fees, $15,000; committee fees, $111,425; auto allowance, $20,887; 401(k) contribution, $9,900; country club dues, $8,835; Company-owned life insurance ownership, $14,684; income realized from 2007 supplemental retirement plan, $250,000; and income realized from restricted stock dividends, $327,600.

(4)Includes 401(k) contribution, $9,900; and income realized from restricted stock dividends, $11,520.

(5)Includes personal use of Company car, $9,331; 401(k) contribution, $9,900; income realized from restricted stock dividends, $58,320; and Company-owned life insurance ownership, $2,018. The incremental cost of the car was determined by multiplying the percentage of personal miles times the annual lease value of the car.

(6)Includes 401(k) contribution,$9,900; income realized from restricted stock dividends, $21,600; auto allowance, $15,600; and country club dues, $3,696.

(7)Includes country club dues, $3,851; and income realized from restricted stock dividends, $21,600.

~~(1)~~
www.homebancshares.com			~~Restricted stock and stock option awards are based on the grant date fair values and are calculated pursuant to the provisions of FASB ASC Topic 718 “Compensation – Stock Compensation.”~~~~See~~ ~~Note 14 of the consolidated financial statements in the Company’s Annual Report on Form10-K~~ ~~for the year ended December 31, 2017 for a discussion of the assumptions underlying the valuation of these stock option awards.~~46


			Executive Compensation

~~(2)~~	Includes gasoline for personal car, $112; personal use of Company car, $2,254; country club dues, $6,420; 401(k) contribution, $8,100; and executive gifts, $2,661. The incremental cost of the car was determined by multiplying the percentage of personal miles times the annual lease value of the car.
Employment Agreements

John W. Allison

On March 1, 2021, we entered into an employment agreement with our Chairman and CEO in connection with his service as our executive Chairman (the “Chairman’s Agreement”). Under the terms of the Chairman’s Agreement, Mr. Allison will continue to serve as “Executive Chairman” of the Company until such time as either he or the Board determines that he shall no longer serve as Executive Chairman at which time he will be appointed Chairman Emeritus. The Chairman’s Agreement terminates on December 31, 2030, unless earlier terminated under the terms of the agreement.

Executive Chairman. In connection with Mr. Allison’s service as our Executive Chairman, Mr. Allison receives an annual base salary of $500,000, or such increased amount as may be determined by the Compensation Committee, and is eligible to receive an annual cash incentive bonus in an amount up to 100% of his base salary, subject to the terms of the Company’s Executive Incentive Plan or any similar annual cash incentive program as may be adopted by the Company from time to time.

Mr. Allison is also eligible to receive equity incentive plan awards on an annual basis representing up to an aggregate of 150,000 shares of restricted stock beginning in 2021. Two-thirds of Mr. Allison’s eligible annual restricted stock award, or up to 100,000 shares, are subject to the satisfaction of performance conditions over a three-year performance period with vesting to occur at the end of the performance period. The remaining one-third of the eligible award, or up to 50,000 shares, is time-based with vesting to occur on the third anniversary of the grant date. The performance measures and goals for Mr. Allison’s 2021 equity incentive award were set forth in the agreement and are similar to the peer comparison performance measures included in the Executive Incentive Plan. SeeCompensation Discussion and Analysis – Equity Incentive Compensation above for a description of these performance measures and the applicable payout formula for each measure. The Chairman’s Agreement gives the Compensation Committee discretion to designate different or additional performance conditions for future annual performance-based restricted stock awards granted to Mr. Allison after 2021.

As Executive Chairman, Mr. Allison is also entitled to four weeks of paid vacation and has the right to participate in the Company’s medical and life insurance programs and other customary employee benefit plans.

The compensation and benefits to which Mr. Allison is entitled as Executive Chairman under the Chairman’s Agreement are based solely on his service in such capacity. Mr. Allison’s service as the Company’s CEO or in any other capacity will not entitle him to any additional compensation or benefits, nor will termination of his service in such additional capacity or capacities result in any decrease of his compensation and benefits as Executive Chairman.

Chairman Emeritus. Upon becoming Chairman Emeritus, Mr. Allison will continue to consult with and advise the Board and perform such other tasks and duties as requested by the Board and will be expected, to the extent reasonably practicable, to attend and participate in an advisory capacity in all Board meetings and those committee meetings for which his attendance is requested by the Board. As Chairman Emeritus, he will receive an annual base salary of $400,000 but will no longer be eligible to participate in any annual cash incentive bonus program or receive any new equity incentive awards. Any previously-issued equity incentive awards will continue to vest under the original terms of the awards. As Chairman Emeritus, Mr. Allison will continue to be employed by the Company and participate in the Company’s employee benefit plans and will continue to receive certain perquisites and benefits he received as Executive Chairman, including reimbursement of club dues. He will also continue to have access to his office and an administrative assistant at no cost and have access to the pilots retained by Company at his cost for any personal travel.

Death or Disability. In the event Mr. Allison’s employment is terminated due to his death or disability, Mr. Allison or his estate will be entitled to receive a lump sum payment in an amount equal to two times the Chairman Emeritus annual salary within 90 days after his death or disability. He or his estate will also be entitled to receive any annual cash bonus awards earned but not yet paid, any vested equity incentive awards granted pursuant to the Chairman’s Agreement, and continued group insurance coverage for Mr. Allison’s spouse until she reaches the age of 65. In addition, all unvested shares of restricted stock not subject to performance conditions will automatically vest upon Mr. Allison’s termination due to death or disability unless otherwise determined by the Compensation Committee.

For Mr. Allison’s outstanding performance-based equity incentive awards, a portion of such unvested shares will vest upon his death or disability based on and subject to satisfaction of the applicable performance measures for the completed years in the performance period prior to Mr. Allison’s death or disability as follows, unless otherwise determined by the Compensation Committee. If Mr. Allison’s death or disability occurs after the end of the second year of the performance period but before the end of the third year of the performance period for such award, two-thirds of any unvested shares under such award will automatically vest to the extent that the shares would have vested based on satisfaction of the applicable performance measures for the completed two-year period. If Mr. Allison’s death or disability occurs after the end of the first year of the performance period but before the end of the second year of the performance period for such award, one-third of any unvested shares under such award will automatically vest to the extent that the shares would have vested based on satisfaction of the applicable performance measures for the completed one-year period. If Mr. Allison’s death or disability occurs during the first year of the performance period, all shares under such award will be forfeited in their entirety.

~~(3)~~
			47			~~Includes 401(k) contribution, $8,100; executive gifts, $2,661; and income realized from restricted stock dividends, $16,000.~~ www.homebancshares.com

~~(4)~~
Executive Compensation			Mr. Allison used a pilot employed by the Company for personal trips in an airplane owned by Capital Buyers, a company owned by Mr. Allison. The incremental cost of those services was determined to be $10,500, using $500 per trip, current rate for a commercial pilot, times 21 trips of personal travel. Other Compensation also includes Company Board of Directors fees, $32,000; subsidiary bank director and advisory board fees, $12,600; committee fees, $66,350; auto allowance, $18,000; gasoline for personal car, $2,025; 401(k) contribution, $8,100; country club dues, $8,835; Company-owned life insurance ownership, $11,278; income realized from supplemental retirement plan, $250,000; income realized from restricted stock dividends, $149,000; and executive gifts, $2,661.

~~(5)~~

Includes gasoline for personal car, $946; personal use of Company car, $7,466; 401(k) contribution, $8,100; income realized from restricted stock dividends, $20,000; Company-owned life insurance ownership, $1,403; executive gifts, $2,661. The personal use of the car was determined the same as disclosed in Note 2 above.

~~(6)~~

~~Includes country club dues, $3,038; executive gifts, $2,661; and income realized from restricted stock dividends, $16,000.~~

Voluntary Resignation or Termination for Cause. Mr. Allison may voluntarily terminate his employment upon 30

~~Employment Agreements~~

days’ notice to the Board, provided that his resignation as Executive Chairman to become Chairman Emeritus will not be deemed a termination of employment under the Chairman’s Agreement. The Company may also terminate Mr. Allison’s employment at any time for “cause,” as defined in the agreement, by written notice of termination to Mr. Allison. In the event of a termination of Mr. Allison’s employment due to his voluntary resignation or the Company’s termination of his employment for cause, the Chairman’s Agreement will terminate, all unvested equity incentive awards granted under the agreement and unpaid annual cash bonus amounts will be forfeited, and the Company will have no obligation to pay any continued salary (after death or otherwise) or provide continued group insurance for Mr. Allison’s spouse. The agreement includes customary mutual non-disparagement provisions.

Clawback. The Chairman’s Agreement contains a clawback provision under which all performance-based cash bonuses and equity incentive awards issued under the Chairman’s Agreement will be subject to clawback (i) in the event the Company restates its financial statements and the Compensation Committee determines that the award paid or issued to Mr. Allison would not have been paid or vested had actual performance been based on the restated results; (ii) if the Committee determines that a performance measure was satisfied based on peer comparison data that does not include fourth quarter data and ultimately it is determined that the such measure was not satisfied once fourth quarter data is received; (iii) if the Committee determines in its reasonable discretion that an award would not have been made or vested had the Committee known of an action or omission of Mr. Allison; and (iv) under any Company clawback policy as may be in effect from time to time which may require the awards to be repaid or forfeited to the Company after they have been paid or issued.

We currently do not have any other employment ~~salary continuation or severance~~ agreements in effect with any of our named executive officers.

We have entered into certain change-in-control agreements with our named executive officers, other than the Chairman, which are described below under Payments Upon Termination or Change-In-Control.


Stock Awards and Stock Option Grants

On January 21, 2022, our Board of Directors adopted and ~~Stock Option Grants~~

~~The number of shares authorized for issuance under~~on April 21, 2022, our shareholders approved the Home BancShares, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), which replaced our Amended and Restated 2006 Stock Option and Performance Incentive Plan ~~as amended~~ (the ~~“Plan”~~“2006 Plan”)~~, is 11,288,000.~~ and which increased the total shares authorized for issuance by 1,500,000 additional shares to 14,788,000 shares. In ~~2017, there~~2023, no stock options were ~~80,000 options~~ granted ~~pursuant to the Plan,~~ and options to purchase ~~203,068~~44,248 shares were exercised. The Company granted restricted stock awards representing a total of ~~231,766~~260,500 shares of our common stock during ~~2017.~~2023. See ~~“COMPENSATION DISCUSSION AND ANALYSIS~~ Compensation Discussion and Analysis – Components of ~~Compensation”~~Compensation for more information on the ~~Plan and the~~ awards granted to our named executive officers. Awards outstanding under the ~~Plan.~~

2006 Plan will remain in effect under the 2006 Plan according to its terms.

The following table contains information about awards granted pursuant to ~~the Plan~~these plans to each of our named executive officers during the fiscal year ended December 31, ~~2017:~~

2023. All equity awards reported in the table were granted under the 2022 Plan:


Grants of Plan-Based Awards Table


Name	Grant Date	Estimated future payouts under non-equity incentive plan awards			Estimated future payouts under equity incentive plan awards			All other stock awards: number of shares of stock or units	All other option awards: number of securities under- lying options	Exercise or base price of option awards (per share)	Grant date fair value of stock and option awards(1)
		Threshold	Target	Maximum	Threshold	Target	Maximum
John W. Allison	1/20/2023	—	—	—	—	—	—	50,000	—	—	$	1,121,500
	1/20/2023	—	—	—	—	—	—	3,000	—	—	67,290
	1/20/2023	—	—	—	12,500	75,000	100,000	—	—	—	2,243,000
		150,000	750,000	750,000	—	—	—	—	—	—	—
Brian S. Davis	1/20/2023	—	—	—	—	—	—	3,000	—	—	67,290
		18,386	220,631	220,631	—	—	—	—	—	—	—
Tracy M. French	1/20/2023	—	—	—	—	—	—	3,000	—	—	67,290
		35,000	420,000	420,000	—	—	—	—	—	—	—
J. Stephen Tipton		22,512	270,144	270,144	—	—	—	—	—	—	—
Kevin D. Hester		21,538	450,000	450,000	—	—	—	—	—	—	—

(1)Grant date fair value is calculated pursuant to the provisions of ~~Plan-Based Awards Table~~

Name
Grant
Date Estimated future payouts
under non-equity incentive
plan awards Estimated future payouts
under equity incentive plan awards All other
stock
awards:
number
of shares
of stock
or units All other
option
awards:
number
of
securities
under-
lying
options Exercise
or base
price of
option
awards
(per
share) Grant date
fair value
of stock
and option
awards⁽¹⁾
Threshold Target Maximum Threshold Target Maximum
C. Randall Sims
N/A —   —   —   —   —   —   —   —   —   —
Brian S. Davis
N/A —   —   —   —   —   —   —   —   —   —
John W. Allison
2/22/17 —   —   —   112,500 112,500 112,500 —   —   —   $ 3,179,250
Tracy M. French
N/A —   —   —   —   —   —   —   —   —   —
Kevin D. Hester
N/A —   —   —   —   —   —   —   —   —   —

FASB ASC Topic 718 “Compensation – Stock Compensation” and is based on the probable outcome of any performance-based awards as of the grant date. See Note 13 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the assumptions underlying the valuation of these equity awards.

~~(1)~~
www.homebancshares.com			~~Grant date fair value is calculated pursuant to the provisions of FASB ASC Topic 718 “Compensation – Stock Compensation.”~~~~See~~ ~~Note 14 of the consolidated financial statements in the Company’s Annual Report on Form10-K~~ ~~for the year ended December 31, 2017 for a discussion of the assumptions underlying the valuation of these equity awards.~~48


			Executive Compensation

The estimated future payouts under non-equity incentive plan awards for each named executive officer represent the amounts which each named executive officer was eligible to receive under the Executive Incentive Plan, subject to the achievement of certain annual absolute and relative performance conditions as described above in Compensation Discussion and Analysis – Annual Cash Incentives. The threshold amounts reported represent the minimum cash bonus amount that each named executive officer could have earned under the plan, which would have occurred if the Company attained one of the absolute performance targets, but no other performance conditions were satisfied under the plan.

The restricted shares granted to Mr. Allison on ~~February 22, 2017 consist of 112,500~~January 20, 2023 include 50,000 restricted shares that will vest in their entirety on January 20, 2026, 100,000 performance-based restricted shares that will vest in whole or in part after December 31, 2025 upon the certification by the Compensation Committee that certain performance measures have been satisfied over the three-year performance period, and 3,000 shares for his service as a director of ~~our common stock subject~~the Company, which will vest over three years in 33.3% installments beginning January 20, 2024. These restricted shares include dividend and voting rights prior to vesting. The threshold amount reported for Mr. Allison under estimated future payouts under equity incentive plan awards represents the minimum number of performance-based shares that would vest if only one performance measure is satisfied at the threshold performance level but no other performance conditions ~~based on growth in~~were satisfied under the ~~Company’s assets or diluted earnings per share. The shares “cliff” vest on the third anniversary~~plan. SeeCompensation Discussion and Analysis – Equity Incentive Compensation above for a description of the ~~grant date if either~~performance measures and the ~~Company’s total assets, determined in accordance with U.S. generally accepted accounting principles, equal or exceed $12.5 billion at any fiscal quarter end within such three-year period or~~applicable payout formula for each measure.

The restricted shares granted to Messrs. Davis and French on January 20, 2023 for their service as directors of the Company has averaged $0.315 diluted earnings per share for four consecutive quarters or $1.26 total diluted earnings per share over a period of four consecutive quarters within the three-year period. As of September 30, 2017, the Company’s total assets exceeded $12.5 billion, and therefore, these shares will vest ~~on February 22, 2020.~~

over three years in 33.3% installments beginning January 20, 2024, and include dividend and voting rights prior to vesting.

Information regarding the vesting upon death, disability, termination of employment or a change in control of the Company of the restricted shares granted to the named executive officers is described below under Payments Upon Termination or Change-In-Control.

As of February ~~23, 2018,~~16, 2024, options to purchase ~~2,141,964~~2,738,934 shares remain outstanding under the 2022 Plan, and ~~2,179,179~~2,439,486 shares of common stock remain available for future awards under the 2022 Plan. The Company does not currently have a policy regarding repricing of stock options.

31

The following table contains information, on a stock dividend and stock split adjusted basis, about unexercised stock options previously granted to each of our named executive officers that are outstanding as of December 31, ~~2017:~~

~~Outstanding Equity Awards at FiscalYear-End~~ ~~Table No. 1~~

Name
   Option Awards
   Number of
securities
underlying
unexercised
options
exercisable    Number of
securities
underlying
unexercised
options
unexercisable Equity
incentive plan
awards:
Number of
securities
underlying
unexercised
unearned
options    Option
exercise price    Option
expiration date
C. Randall Sims
   —      —   —      —      —
Brian S. Davis
   13,200    —   —      $ 5.68    10/16/2018
   12,000    8,000 ⁽¹⁾ —      16.77    4/16/2024
   20,000    30,000 ⁽²⁾ —      16.86    3/11/2025
   28,580    71,420 ⁽³⁾ —      18.46    8/23/2025
John W. Allison
   1,425    —   —      2.46    12/31/2018
   1,425    —   —      2.66    12/31/2018
   1,425    —   —      2.66    12/31/2019
   9,504    —   —      4.30    1/09/2018
   71,280    —   —      4.27    1/17/2018
   80,000    20,000 ⁽⁴⁾ —      8.62    1/17/2023
Tracy M. French
   32,000    8,000 ⁽⁴⁾ —      8.62    1/17/2023
   32,000    8,000 ⁽⁵⁾ —      9.54    4/17/2023
   40,000    60,000 ⁽⁶⁾ —      14.71    1/15/2025
   42,870    107,130 ⁽³⁾ —      18.46    8/23/2025
Kevin D. Hester
   28,580    71,420 ⁽³⁾ —      18.46    8/23/2025
   4,000    16,000 ⁽⁷⁾ —      21.25    4/20/2026

2023:

~~(1)~~	~~These shares will vest in two equal annual installments beginning on April 17, 2018.~~
Outstanding Equity Awards at Fiscal Year-End Table No. 1


Name	Option Awards
	Number of securities underlying unexercised options exercisable	Number of securities underlying unexercised options unexercisable		Equity incentive plan awards: Number of securities underlying unexercised unearned options	Option exercise price		Option expiration date
John W. Allison	—	—		—	$	—
Brian S. Davis	50,000	—		—	16.86		3/11/2025
	100,000	—		—	18.46		8/23/2025
	8,000	12,000	(1)	—	23.32		7/19/2028
Tracy M. French	100,000	—		—	14.71		1/15/2025
	150,000	—		—	18.46		8/23/2025
	60,000	90,000	(1)	—	23.32		7/19/2028
J. Stephen Tipton	40,000	—		—	18.46		8/23/2025
	24,000	36,000	(1)	—	23.32		7/19/2028
Kevin D. Hester	100,000	—		—	18.46		8/23/2025
	20,000	—		—	21.25		4/20/2026
	24,000	36,000	(1)	—	23.32		7/19/2028

(1)These options will vest in three equal annual installments beginning March 31, 2024.

~~(2)~~
			49			~~These shares will vest in three equal annual installments beginning on March 12, 2018.~~ www.homebancshares.com

~~(3)~~
Executive Compensation			~~These shares will vest in five equal annual installments beginning on August 24, 2018.~~

~~(4)~~

~~These shares vested on January 18, 2018.~~

~~(5)~~

~~These shares will vest on April 18, 2018.~~

~~(6)~~

~~One-third~~ ~~of these shares vested on January 16, 2018. The remaining unexercisable shares will vest in two equal annual installments beginning on January 16, 2019.~~

~~(7)~~

~~These shares will vest in four equal annual installments beginning on April 21, 2018.~~

32

The following table contains information ~~on a stock split adjusted basis,~~ about the restricted stock awards previously granted to each of our named executive officers that are outstanding as of December 31, ~~2017:~~

2023:


Outstanding Equity Awards at Fiscal Year-End Table No. 2

Name Stock Awards
Number of shares
or units of stock
that have not
vested
Market value of
shares or units of
stock that have not
vested(1)
Equity incentive
plan awards:
Number of
unearned shares,
units or other
rights that have not
vested
Equity incentive
plan awards:
Market or payout
value of unearned
shares, units or
other rights that
have not vested(1)
John W. Allison 50,000 (2) $ 1,266,500 — $ —
— — 100,000 (3) 2,533,000
2,000 (4) 50,660 — —
50,000 (5) 1,266,500 — —
— — 100,000 (7) 2,533,000
3,000 (6) 75,990 — —
50,000 (8) 1,266,500 — —
— — 100,000 (9) 2,533,000
Brian S. Davis — — 10,000 (10) 253,300
1,000 (2) 25,330 — —
2,000 (4) 50,660 — —
3,000 (6) 75,990 — —
Tracy M. French — — 75,000 (10) 1,899,750
1,000 (2) 25,330 — —
2,000 (4) 50,660 — —
3,000 (6) 75,990 — —
J. Stephen Tipton — — 30,000 (10) 759,900
Kevin D. Hester — — 30,000 (10) 759,900

(1)The market value applied to the unvested shares of the named executive officer’s restricted common stock was $25.33 per share based upon the closing price as reported on the New York Stock Exchange on December 31, 2023.

(2)These shares vested on February 8, 2024.

(3)These shares vested on January 19, 2024, upon the Compensation Committee’s certification that the applicable performance conditions for the three-year performance period ending December 31, 2023, were achieved at ~~FiscalYear-End~~ ~~Table No. 2~~

Name
   Stock Awards
   Number
of shares
or units
of stock
that have
not
vested Market
value of
shares or
units of
stock that
have not
vested⁽¹⁾    Equity
incentive
plan
awards:
Number of
unearned
shares, units
or other
rights that
have not
vested    Equity
incentive plan
awards:
Market or
payout value
of unearned
shares, units
or other
rights that
have not
vested⁽¹⁾
C. Randall Sims
   —   —      —      —
Brian S. Davis
   20,000 ⁽²⁾ $ 465,000    —      —
   20,000 ⁽³⁾ 465,000    —      —
John W. Allison
   120,000 ⁽⁴⁾ 2,790,000    —      —
   140,000 ⁽⁵⁾ 3,255,000    —      —
   112,500 ⁽⁶⁾ 2,615,625    —      —
Tracy M. French
   25,000 ⁽²⁾ 581,250    —      —
   25,000 ⁽³⁾ 581,250    —      —
Kevin D. Hester
   20,000 ⁽²⁾ 465,000    —      —
   20,000 ⁽³⁾ 465,000    —      —

the maximum performance level. The performance measures and goals are set forth in the Chairman’s Agreement.

(4)These shares will vest in two equal annual installments beginning January 21, 2024.

(5)These shares will vest on January 21, 2025.

(6)These shares will vest in three equal installments beginning on January 20, 2024.

(7)These shares are subject to the satisfaction of performance conditions over a three-year performance period ending December 31, 2024, with vesting to occur at the end of the performance period. The performance measures and goals are set forth in the Chairman’s Agreement.

(8)These shares will vest on January 20, 2026.

(9)These shares are subject to the satisfaction of performance conditions over a three-year performance period ending December 31, 2025, with vesting to occur at the end of the performance period. The performance measures and goals are set forth in the Chairman’s Agreement.

(10)These performance-based shares will vest over five years in three equal annual installments beginning on the third annual anniversary of the date that the performance goal was met. The performance goal was met on March 31, 2021.

~~(1)~~
www.homebancshares.com			The market value applied to the unvested shares of the named executive officer’s restricted common stock was $23.25 per share based upon the closing price as reported on the NASDAQ Global Select Market on December 29, 2017.50


			Executive Compensation

~~(2)~~	~~These shares will vest over five years~~
Option Exercises and Stock Awards Vested in ~~three equal annual installments beginning on August 24, 2018.~~2023

~~(3)~~

~~These shares will vest over five years in three equal annual installments beginning on December 31, 2019.~~

~~(4)~~

~~These shares vested on January 16, 2018.~~

~~(5)~~

~~All of these shares will “cliff” vest on January 25, 2019.~~

~~(6)~~

~~All of these shares will “cliff” vest on February 22, 2020.~~

33

~~Option Exercises and Stock Awards Vested in 2017~~

The following table contains information about stock options exercised and restricted stock awards vested by each of our named executive officers during ~~2017.~~

~~Option Exercises and Stock Awards Vested Table~~

Name
   Option Awards    Stock Awards
   Number of
shares
acquired on
exercise    Value realized
on exercise    Number of
shares
acquired
on vesting    Value
realized on
vesting
C. Randall Sims
   —      —      —      —
Brian S. Davis
   —      —      —      —
John W. Allison
   81,370    $ 2,236,130    26,666    $ 698,916
Tracy M. French
   —      —      6,000    157,260
Kevin D. Hester
   —      —      —      —

~~Pension and Other Benefits~~

2023.


Option Exercises and Stock Awards Vested Table


Name	Option Awards			Stock Awards
	Number of shares acquired on exercise	Value realized on exercise		Number of shares acquired on vesting	Value realized on vesting
John W. Allison	100,000	$	1,374,000	51,000	$	1,163,430
Brian S. Davis	—	—		3,000	67,680
Tracy M. French	—	—		3,000	67,680
J. Stephen Tipton	—	—		—	—
Kevin D. Hester	—	—		—	—


Pension and Other Benefits

The following table contains information about the actuarial present value, computed as of December 31, ~~2017,~~2023, of the accumulated benefit to each of our named executive officers under each plan in which ~~the named~~such executive officer participates that provides for the payment of specified retirement benefits or benefits that will be paid primarily following retirement:


Pension and Other Benefits Table


Name	Plan Name	Number of years credited service	Present value of accumulated benefit		Payments during last fiscal year
John W. Allison	Chairman's Retirement Plan	(1)	$	969,259	$	250,000
Brian S. Davis	N/A	—	—		—
Tracy M. French	Supplemental Executive Retirement Plan	(1)	670,584		—
J. Stephen Tipton	N/A	—	—		—
Kevin D. Hester	N/A	—	—		—

(1)The benefits under the Chairman’s Retirement Plan and ~~Other Benefits Table~~

Name

Plan Name
   Number of
years
credited
service    Present
value of
accumulated
benefit    Payments
during last
fiscal year
C. Randall Sims
   N/A    —      —      —
Brian S. Davis
   N/A    —      —      —
John W. Allison
   Chairman’s Retirement Plan    (1 )    $ 1,788,937    $ 250,000
Tracy M. French
   Supplemental Executive Retirement Plan    (1 )    350,051    —
Kevin D. Hester
   N/A    —      —      —

~~(1)~~

The benefits under the Chairman’s Retirement Plan and the Supplemental Executive Retirement Plan are not dependent on credited years of service. The benefits under the Chairman’s Retirement Plan became fully vested in 2011 when Mr. Allison reached age 65. Mr. French is fully vested in the balance accrued to the liability reserve account for his benefit in connection with the Supplemental Executive Retirement Plan.

the Supplemental Executive Retirement Plan are not dependent on credited years of service. The benefits under the Chairman’s Retirement Plan became fully vested in 2011 when Mr. Allison reached age 65. Mr. French is fully vested in the balance accrued to the liability reserve account for his benefit in connection with the Supplemental Executive Retirement Plan.

The present value of Mr. Allison’s accumulated benefit is calculated based on an 8.00% rate of return over 17.2 years following his reaching age 65 and a $250,000 annual payment. The present value of Mr. French’s accumulated benefit is calculated based on 180 monthly payments to be made once Mr. French retires after reaching age 65, and the monthly payment amount will be determined based upon the amount that has been accrued in the corresponding reserve liability account on the bank’s books. Prior to Mr. French’s retirement, this liability account will be ~~increased or decreased~~adjusted based upon the performance of the two life insurance policies, in addition to 8% interest credited to this account. After the liability account has been paid out in full, Mr. French will begin receiving the indexed retirement benefit payable for lifetime.

See ~~“COMPENSATION DISCUSSION AND ANALYSIS~~Compensation Discussion and Analysis – Components of ~~Compensation”~~Compensation for more information regarding these ~~retirement~~ plans.

~~Nonqualified Deferred Compensation~~


Nonqualified Deferred Compensation

We do not currently have in effect any defined contribution or other plan that provides for the deferral of compensation to any of our named executive officers on a basis that is nottax-qualified.

34


			51			www.homebancshares.com


Executive Compensation


Payments Upon Termination or Change-In-Control

Change in Control Agreements

On August 6, 2020, we and our bank subsidiary, Centennial Bank, entered into individual change-in-control agreements (each an “Agreement”) with each of our then serving named executive officers (“NEOs”), other than our Chairman and CEO, which includes Messrs. Davis, French, Tipton and Hester. Because change-in-control agreements have become common among public companies across many industries, including banks and bank holding companies, the Compensation Committee believes these Agreements represent an important component of the Company’s strategic planning process and provide a strong retention incentive for certain key executives that aligns with shareholder interests. The payments to the NEOs set forth in the Agreements are designed to be consistent with the Company’s peers and represent an aggregate value as of December 31, 2023 of less than $10 million, or~~Change-In-Control~~

~~We do~~ less than one-half of 1% of the Company’s market capitalization at December 31, 2023.

Under the terms of each Agreement, in the event of a change in control of the Company or Centennial Bank, the NEO will be entitled to a lump sum cash payment payable within 30 days following the date of the change-in-control event. The payment amount each NEO is entitled to receive is equal to 2.99 times the average annual compensation paid to such NEO by the Company and Centennial Bank that was includable in the NEO’s gross income for the most recent five taxable years ending before the date on which the change-in-control event occurs. The Agreements contain a cutback provision that reduces the compensation payable under the Agreement to the extent necessary to not ~~currently~~cause the Company or Centennial Bank to have paid an “excess parachute payment” (as defined in ~~effect~~Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended). In addition, the cash payment will be further reduced if total compensation and benefits payable to the NEO upon a change-in-control event exceeds $7,000,000 (in the case of Tracy French) and $6,000,000 (in the case of Brian Davis, Stephen Tipton and Kevin Hester), even if such cash amount or benefit would not be deemed an excess parachute payment.

The Agreements define “change-in-control” as the first occurrence of any ~~compensatory plan or other arrangement that provides for payments~~of the following:

•one person (or more than one person acting as a group) acquires the beneficial ownership of stock of Centennial Bank or the ~~provision~~Company that, together with the stock held by such person or group, constitutes more than 40% of ~~benefits~~the total fair market value or total voting power of the stock of Centennial Bank or the Company;

•a majority of the members of the board of directors of the Company are replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the board of directors of the Company before the date of appointment or election; or

•one person (or more than one person acting as a group) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition) assets from Centennial Bank or the Company that have a total gross fair market value equal to ~~any~~or more than 40% of the total gross fair market value of all of the assets of Centennial Bank or the Company immediately before such acquisition(s).

The Agreement terminates if the NEO resigns or if the NEO’s employment is terminated prior to a change in control event. However, if the NEO’s employment is terminated without cause, the NEO will be entitled to receive the change-in-control payment if a change-in-control occurs within 12 months after the NEO’s termination without cause.

Accelerated Vesting of Equity Awards

Our equity incentive plan awards to our named executive officers are subject to accelerated vesting of the awards upon ~~their~~a termination of employment ~~with~~in certain circumstances and upon a change in control of the Company.

For awards granted prior to February 27, 2022, our Amended and Restated 2006 Stock Option and Performance Incentive Plan, as amended, generally provides that, unless the Compensation Committee provides otherwise in the applicable award agreement, upon an employee’s death, any unvested stock options and unvested shares of restricted stock held by the employee at the time of his or her death will vest immediately and any unvested shares of restricted stock subject to performance conditions will vest immediately to the extent the performance conditions have been met.

For all subsequent awards, our 2022 Equity Incentive Plan generally allows the Compensation Committee to designate in the applicable award agreement whether the vesting of unvested awards will be accelerated upon a termination of employment for any reason. If not otherwise provided in the applicable award agreement, all unvested vested awards are forfeited upon a termination of employment.

The award agreements for stock options granted to our named executive officers generally provide that any unvested stock options will vest immediately upon the executive’s death or disability. For stock options granted before 2018, the stock option agreements also provide that any unvested options will vest immediately if the executive’s employment is terminated by the Company orwithout cause. In addition, each of the Company’s outstanding stock option agreements also provides that any unvested options will vest immediately upon a change in control of the Company or a sale or merger of the Company in which the Company is not the surviving entity.


www.homebancshares.com			52


			Executive Compensation

With respect to shares of restricted stock granted to our named executive officers, the Company’s outstanding award agreements similarly provide that any unvested restricted shares will vest immediately upon the executive’s termination due to death or disability, except that any restricted shares that are subject to performance conditions will only vest to the extent the performance goal has been met as of the date of death or disability. For Mr. Allison’s equity awards, the unvested performance-based shares will vest based on the Company’s performance during the completed years in the performance period prior to Mr. Allison’s death or disability, unless otherwise determined by the Compensation Committee. If Mr. Allison’s death or disability occurs after the end of the second year of the performance period but before the end of the third year of the performance period, two-thirds of the unvested performance-based shares will automatically vest to the extent that the shares would have vested based on satisfaction of the applicable performance measures for the completed two-year period. If Mr. Allison’s death or disability occurs after the end of the first year of the performance period but before the end of the second year of the performance period, one-third of the unvested performance-based shares will automatically vest to the extent that the shares would have vested based on satisfaction of the applicable performance measures for the completed one-year period. If Mr. Allison’s death or disability occurs during the first year of the performance period, all performance-based shares under such award will be forfeited in their entirety.

If an executive’s employment is terminated for any other reason, the Company’s outstanding restricted stock award agreements generally provide that all unvested shares will be forfeited. For purposes of Mr. Allison’s outstanding awards, his transition to Chairman Emeritus will not result in a termination of employment and no shares will be forfeited. The award agreements also provide that any unvested shares will vest immediately upon a change in control of the Company, except that with respect to Mr. Allison’s performance-based restricted shares, the shares will vest only to the extent the performance goal has been met on the date of the change in control.

Executive Incentive Plan

Our Executive Incentive Plan provides that each named executive officer participating in the plan is entitled to payments of certain earned but unpaid bonus amounts in the event of the named executive officer’s ~~responsibilities.~~

termination due to death or disability. If the named executive officer’s termination due to death or disability occurs during a performance year, the executive officer will be entitled to the bonus amount that he or she would have received had the death or disability not occurred, except that no deferred bonus amount will be payable regardless of whether the maximum annual bonus amount would have been earned. Unless otherwise determined by the Compensation ~~Risk Assessment~~

Committee, if the termination due to death or disability occurs after the end of a performance year in which a deferred bonus amount was earned but prior to the date such deferred bonus amount vests under the plan, one-third of the deferred bonus amount will vest immediately if the death or disability occurs in the first year following the performance year or two-thirds of the deferred bonus amount will vest immediately if the death or disability occurs in the second year following the performance year. The remaining two-thirds of the deferred bonus amount (in the case of death or disability occurring in the first year following the performance year) or the remaining one-third of the deferred bonus amount (in the case of death or disability occurring in the second year following the performance year) will be forfeited. If the named executive officer’s continuous service terminates for any other reason following the completion of the performance year but prior to the date the deferred bonus amount vests under the plan, all rights to the deferred bonus amount will be forfeited, unless otherwise determined by the Compensation Committee.

Chairman’s Agreement

In the event Mr. Allison’s employment is terminated due to his death or disability, Mr. Allison or his estate will be entitled to receive a lump sum payment in an amount equal to two times the Chairman Emeritus annual salary within 90 days after his death or disability. He or his estate will also be entitled to receive any annual cash bonus awards earned but not yet paid, any vested equity incentive awards granted pursuant to the Chairman’s Agreement, and continued group insurance coverage for Mr. Allison’s spouse until she reaches the age of 65. In addition, any unvested shares of restricted stock will vest upon Mr. Allison’s termination due to death or disability under the terms described above under Accelerated Vesting of Equity Awards.

Retirement Plans and Insurance Benefits

Chairman’s Retirement Plan. The Chairman’s Retirement Plan provides a supplemental retirement benefit to Mr. Allison of $250,000 per year in monthly installments for 10 consecutive years or until Mr. Allison’s death, whichever occurs later. The benefits under the plan became 100% vested and commenced on Mr. Allison reaching age 65 in 2011. The vested benefits are payable over 10 years or Mr. Allison’s life, whichever is greater. If Mr. Allison died during the 10 year guaranteed benefit period, his beneficiary would receive the remaining payments due during the guaranteed period. Because the guaranteed benefit period has expired, no further benefits will be paid upon Mr. Allison’s death.


			53			www.homebancshares.com


Executive Compensation

Supplemental Executive Retirement Plan. The terms of Mr. French’s supplemental executive retirement plan provide that Mr. French will be entitled to a retirement benefit based on an accrued liability reserve account determined in part by an indexed formula and in part by crediting interest on the accrued balances. Upon his retirement after reaching age 65, he will be entitled to 180 monthly payments based upon the amount that has been accrued in the corresponding reserve liability account on the bank’s books. After the liability account has been paid out in full, Mr. French will begin receiving the indexed retirement benefit payable for his remaining lifetime. If Mr. French voluntarily resigns or is terminated without cause prior to reaching age 65, he will be entitled to receive the vested portion of the accrued reserve account balance at the time of his termination to be paid in 180 monthly payments beginning upon his attaining age 65, followed by the indexed retirement benefit for the remainder of his lifetime. Mr. French is currently 100% vested in the accrued liability reserve account. If his employment is terminated due to disability prior to age 65, the monthly retirement benefit payments will begin immediately. If Mr. French dies while there is a balance in his liability reserve account, the balance will be paid in a lump sum to Mr. French’s beneficiaries. If Mr. French is terminated for cause, all benefits will be forfeited.

Insurance Benefits. In 2004, First State Bank (now Centennial Bank) adopted an endorsement split-dollar life insurance plan which provides for the purchase of life insurance policies insuring the life of Mr. Allison. Both the bank and Mr. Allison have an interest in each of the policies. The bank has all ownership rights in the death benefits and surrender values of the policies. Effective December 22, 2006, the death benefits payable under these policies split between the bank and Mr. Allison’s beneficiaries. Upon his death, Mr. Allison’s beneficiaries will be entitled to an amount equal to 50% of the net at-risk insurance portion of the total proceeds, and the bank will receive the remainder of the death benefit. The net at-risk portion is the total proceeds less the cash value of the policy.

Prior to our acquisition of Community Bank in 2003, Community Bank purchased life insurance policies on Mr. French designed to offset the benefit expenses associated with his supplemental annual retirement plan. The life insurance benefit for Mr. French is provided by an endorsement split dollar life plan. The bank has all ownership rights in the death benefits and cash surrender values of the insurance policies on Mr. French. Upon Mr. French’s death, Mr. French’s beneficiaries will be entitled to a death benefit equal to 70% of the net at-risk life insurance portion (total benefit less cash value) of the total proceeds, and the bank will receive the remainder of the death benefit.

The following table summarizesthe estimated cash payments and estimated value for each named executive officer of the accelerated vesting of outstanding equity awards upon a termination of the named executive officer’s employment or upon a change in control of the Company. In accordance with SEC regulations, the table assumes that the termination or change in control occurred on December 31, 2023, and the value applied to the shares of common stock is $25.33 per share based on the closing price as reported on that date on the New York Stock Exchange.


www.homebancshares.com			54


			Executive Compensation


Potential Payments Upon Termination or Change-In-Control Table


Name	Type of Compensation	Death		Disability		Termination Without Cause		Other Termination(1)		Change in Control
John W. Allison	Stock options	$	—	$	—	$	—	$	—	$	—
	Restricted shares	8,992,150		8,992,150		—		—		8,992,150
	Cash (2)(3)	2,864,944		1,550,000		—		—		—
	Total	11,857,094		10,542,150		—		—		8,992,150
Brian S. Davis	Stock options (4)	24,120		24,120		24,120		—		24,120
	Restricted shares	405,280		405,280		—		—		405,280
	Cash (5)	374,556		374,556		—		—		2,131,796
	Total	803,956		803,956		24,120		—		2,561,196
Tracy M. French	Stock options (4)	180,900		180,900		180,900		—		180,900
	Restricted shares	2,051,730		2,051,730		—		—		2,051,730
	Cash (2)(5)	1,101,133		1,101,133		—		—		3,503,884
	Total	3,333,763		3,333,763		180,900		—		5,736,514
J. Stephen Tipton	Stock options (4)	72,360		72,360		72,360		—		72,360
	Restricted shares	759,900		759,900		—		—		759,900
	Cash (5)	451,104		451,104		—		—		1,888,862
	Total	1,283,364		1,283,364		72,360		—		2,721,122
Kevin D. Hester	Stock options(4)	72,360		72,360		72,360		—		72,360
	Restricted shares	759,900		759,900		—		—		759,900
	Cash (5)	441,887		441,887		—		—		2,191,591
	Total	1,274,147		1,274,147		72,360		—		3,023,851

(1)Includes, without limitation, termination for cause, voluntary resignation or retirement. .

(2)The amounts included in the table for Mr. Allison do not include benefits payable to Mr. Allison or his beneficiaries under his Chairman’s Retirement Plan, and the amounts included in the table for Mr. French do not include benefits payable to Mr. French or his beneficiaries under his supplemental executive retirement plan, as such amounts are reported in the Pension and Other Benefits Table on page 51 of this Proxy Statement.

(3)Includes an amount equal to two times the Chairman Emeritus salary, $800,000, Mr. Allison’s earned but unpaid bonus at December 31, 2022, $750,000, and upon termination due to death, life insurance proceeds to his beneficiaries of $1,314,944.

(4)The value assigned to the outstanding unvested stock options held by Messrs. Davis, French, Tipton and Hester equals the fair market value of our common stock at December 31, 2023, of $25.33, less the exercise price of the options.

(5)The amount payable to upon death or disability includes the named executive officer’s earned but unpaid incentive bonus amount for 2023, representing 50% of the named executive officer’s 2023 base salary (excluding the deferred portion of the incentive bonus), plus the unpaid deferred bonus amount for 2021 and two-thirds of the unpaid deferred bonus amount for 2022. For Mr. French, the amount payable upon death includes life insurance proceeds to his beneficiaries of $390,791. The amount payable upon a change-in-control represents the net cash payment that would have been received by the named executive officer after deducting applicable cutback amounts for benefits that exceed the limits imposed by Section 280G of the Internal Revenue Code as described in the above narrative description of the change-in-control agreements with our named executive officers. The cutback amounts would have been as follows: Mr. Davis, $67,632; Mr. French, $435,402; Mr. Tipton, $165,554; and Mr. Hester, $164,545.


Compensation Risk Assessment

The Committee takes the view that appropriate connections between compensation and performance objectives can encourage our executives to make decisions that will result in significant positive short-term and long-term returns for our business and our shareholders without providing an incentive either to take unnecessary risks or to avoid opportunities to achieve long-term benefits even though they may reduce short-term benefits for the named executive officers, the business or our shareholders.

The Compensation Committee and management conducted an assessment of the risks associated with our compensation policies and practices during ~~2017,~~2023, including our compensation arrangements for both executives andnon-executive employees. That assessment included a review of policies and procedures relating to the components of our compensation program, a review of incentive-based equity and cash compensation features, identification of any compensation design features that could potentially encourage excessive or imprudent risk taking, and consideration of the presence or absence of controls, oversight or other factors that mitigate potential risk.


			55			www.homebancshares.com


Executive Compensation

During the review, the Committee and management concluded that several factors and controls relating to our compensation policies and practices mitigate against the potential for risks that could materially and adversely affect the Company. These factors and controls include:

•the Company’s lack of involvement in activities regarded as having significant inherent risk, such as mortgage-backed securities and proprietary trading;

•management’s review of compensation arrangements of employees of the Company or our bank subsidiary having compliance, risk, credit quality, quality assurance and finance roles;

•oversight of incentive compensation by the Compensation Committee, which is made up of independent directors;

•effective internal controls over financial reporting for the Company;

•appropriate segregation of duties; and

•restrictions on awards that align the interests of the employee with the interests of the shareholders.

Based upon this assessment, we do not believe that our employee compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.

~~CEO Pay Ratio~~


CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Act, we are providing the following information about the relationship of the annual total compensation of our ~~median employee~~“median employee” and the annual total compensation of our CEO.

For ~~2017,~~2023, our last completed fiscal year, the median of the annual total compensation of all employees of the Company (other than our CEO) was ~~$33,599,~~$38,695, and the annual total compensation of our CEO was ~~$339,165.~~$5,788,859. Based on this information, for ~~2017~~2023 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was ~~10.1~~149.6 to 1.

~~To determine~~

Item 402 of Regulation S-K generally requires us to identify the “median employee” only once every three years. The Company last identified its median employee for fiscal year 2022. For fiscal year 2022, we determined the median of the annual total compensation of all employees of the Company (other than our CEO)~~, we identified~~ by identifying our total employee population as of December 31, ~~2017,~~2022, which consisted of approximately ~~1,786~~2,834 individuals. Of these employees, approximately ~~1,744~~2,626 individuals ~~are~~were full-time equivalent employees, with the remainder employed on a part-time (less than 40 hours per week) basis.

To identify the “median employee” we conducted a full analysis of this employee population, without the use of statistical sampling. We determined our median employee using “total compensation” for the full year ~~2017.~~2022. “Total compensation” consisted of base pay, bonuses, commissions, fringe benefits, incentives, severance and vacation payout. Using this methodology, we determined that the ~~“median employee”~~median employee was a ~~full-time customer service employee.~~ loan assistant.

Because the median employee identified in 2022 was promoted to another position in 2023, the Company used another employee whose compensation is substantially similar to the original median employee for determining the median of annual total compensation of all employees (other than the CEO) in 2023. The Company has not otherwise identified a new median employee for 2023 because no change in employee population or compensation arrangements occurred during 2023 that is likely to result in a significant change in our CEO pay ratio disclosure.

With respect to the annual total compensation of the ~~“median~~median employee” for 2023, we identified and calculated the elements of such employee’s compensation for ~~2017~~2023 in accordance with the requirements of Item 402(c)(2)(x) of RegulationS-K.

35

We also calculated our CEO’s annual total compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, as provided in the Summary Compensation Table on page 46 of this Proxy Statement.


www.homebancshares.com			56

~~PROPOSAL TWO~~


			Executive Compensation


Pay Versus Performance

The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023, and our financial performance for each such fiscal year:


Pay Versus Performance Table

Year Summary Compensation Table Total for PEO(1) Compensation Actually Paid to PEO (2) Average Summary Compensation Table Total for Non-PEO NEOs(3) Average Compensation Actually Paid to Non-PEO NEOs(4) Value of Initial Fixed $100 Investment Based On: Net Income(7) Return on Average Assets, As Adjusted (non-GAAP)(8)
Total Shareholder Return(5) Peer Group Total Shareholder Return(6)
2023 $ 5,788,859 $ 6,529,912 $ 873,521 $ 944,831 141.36 123.03 $ 392,929 1.79 %
2022 5,747,086 5,182,217 2,108,999 1,922,398 125.94 98.38 305,262 1.67
2021 5,124,814 6,328,924 809,480 999,978 130.83 118.61 319,021 1.73
2020 4,639,256 4,644,946 770,234 742,853 102.25 86.77 214,448 1.30

(1) Represents the total compensation of our principal executive officer (PEO), John W. Allison, as reported in the Summary Compensation Table for each year indicated.

(2) The amount reported in this column for each year indicated is calculated as follows:

Reconciliation of PEO SCT Total and Compensation Actually Paid. 2023 2022 2021 2020
Total Compensation as reported SCT $ 5,788,859 $ 5,747,086 $ 5,124,814 $ 4,639,256
Subtract Pension values reported in SCT for covered fiscal year (84,787) (97,449) (109,140) (119,935)
Subtract Fair value of equity awards granted during covered fiscal year (3,431,790) (3,661,290) (3,381,000) (2,887,500)
Add Pension value attributable to covered fiscal year's service and any change in pension value attributable to plan amendments made in the covered year — — — —
Add Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year - valued at year-end 3,875,490 3,486,870 3,652,500 2,922,000
Add Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year - valued on date of vesting — — — —
Add Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year — — — —
Add/Subtract Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year 381,000 (312,000) 730,500 (29,250)
Add/Subtract Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year 1,140 19,000 311,250 120,375
Subtract Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year — — — —
Equals Compensation Actually Paid to PEO $ 6,529,912 $ 5,182,217 $ 6,328,924 $ 4,644,946

(3) Represents the average of the total compensation of each of our non-PEO NEOs as reported in the Summary Compensation Table for each year indicated. The non-PEO NEOs included in this calculation for 2020, 2021 and 2023 are Brian S. Davis, Tracy M. French, Kevin D. Hester and J. Stephen Tipton. The non-PEO NEOs included in this calculation for 2022 are Brian S. Davis, Tracy M. French, J. Stephen Tipton and Mikel Williamson.


			57			www.homebancshares.com

Executive Compensation
(4)    The amount reported in this column for each year indicated is calculated as follows:

Reconciliation of Non-PEO NEOs SCT Total and Compensation Actually Paid. 2023 2022 2021 2020
Total Compensation as reported SCT $ 873,521 $ 2,108,999 $ 809,480 $ 770,234
Subtract Pension values reported in SCT for covered fiscal year (15,915) (15,108) (13,662) (11,691)
Subtract Fair value of equity awards granted during covered fiscal year (33,645) (314,145) (33,270) (28,875)
Add Pension value attributable to covered fiscal year's service and any change in pension value attributable to plan amendments made in the covered year — 8,207 — —
Add Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year - valued at year-end 25,330 182,320 24,350 38,960
Add Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year - valued on date of vesting — — — —
Add Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year — — — —
Add/Subtract Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year 95,885 (47,190) 181,408 (7,650)
Add/Subtract Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year (345) (685) 31,673 (18,125)
Subtract Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year — — — —
Equals Compensation Actually Paid to Non-PEO NEOs $ 944,831 $ 1,922,398 $ 999,978 $ 742,853
(5)Represents the cumulative four-year total return to shareholders of our common stock and assumes that the value of the investment was $100 on December 31, 2020 and that the subsequent dividends were reinvested. The stock price performance included in this column is not necessarily indicative of future stock price performance.
(6)    Represents a cumulative four-year total return of shareholders of a peer group calculated using the same method described in footnote (5). For 2020 and 2021, the peer group used is the former SNL Bank and Thrift Index as listed under Item 5 of our Annual Reports on Form 10-K for the years ended December 31, 2020 and 2021, respectively. Because the SNL Bank and Thrift Index was discontinued, the peer group used for 2022 and 2023 is the S&P U.S. BMI Banks Index as listed under Item 5 of our Annual Reports on Form 10-K for the years ended December 31, 2022 and 2023, respectively.
(7)    Represents our reported net income for each year indicated.
(8)    Represents our return on average assets, as adjusted, for each year indicated, which we believe represents the most important financial performance measure that was used to link compensation actually paid to our PEO and non-PEOs for the most recent fiscal year to Company performance. See Appendix A to this Proxy Statement for a reconciliation of return on average assets, as adjusted, a non-GAAP measure, to the most directly comparable GAAP financial measure.

www.homebancshares.com
58
Executive Compensation
Relationship Between Compensation Actually Paid to our NEOs and Company Performance
The following graphs show the relationship between the compensation actually paid to our PEO and the average of the compensation actually paid to our other NEOs to our total shareholder return, net income and return on average assets, as adjusted, and the relationship between our cumulative total shareholder return and the cumulative total shareholder return of the peer group, each over the fiscal years ending December 31, 2023 as reported in the table above:

59
www.homebancshares.com
Executive Compensation
Financial Performance Measures Used to Link Executive Compensation to Company Performance
The following list presents the most important financial measures, as determined by the Compensation Committee, used by the Company to link compensation actually paid to our NEOs, for fiscal year 2023, to the Company’s performance:
•Return on average assets, as adjusted
•Return on tangible common equity, as adjusted
•Efficiency ratio, as adjusted
•Net charge-off ratio
•Net interest margin

www.homebancshares.com
60
Proposal Two - Advisory (Non-Binding) Vote Approving Executive Compensation

Proposal Two – ~~ADVISORY(NON-BINDING)~~ ~~VOTE~~

~~APPROVING EXECUTIVE COMPENSATION~~

Advisory (Non-Binding) Vote Approving Executive Compensation

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our shareholders to vote to approve, on an advisory(non-binding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with SEC rules. This vote is commonly known as a~~“say-on-pay”~~ “say-on-pay” vote. At our Annual Meeting in ~~2012,~~2018, our shareholders voted to recommend that the Company hold future~~“say-on-pay”~~ “say-on-pay” votes annually until the Company is next required to hold an advisory vote on the frequency with which the Company will hold future~~“say-on-pay”~~ “say-on-pay” votes. Accordingly, the Company presents the resolution set forth below for approval by the shareholders in accordance with the Dodd-Frank Act and Section 14A of the Securities Exchange Act of 1934.

At our Annual Meeting in ~~2017,~~2023, our shareholders approved, on an advisory basis, the compensation of our named executive officers for ~~2016,~~2022 as disclosed in last year’s proxy ~~statement.~~statement, with 92.8% of the votes cast on our advisory say-on-pay resolution voting in favor of our executive compensation program. We value the endorsement by our shareholders of our executive compensation policies. We believe the 2023 say-on-pay results continue to positively reflect the programs we initiated based on the feedback we received from shareholders following the Company’s 2020 and 2021 say-on-pay votes. The enhancements to our executive compensation programs that resulted from this shareholder engagement include:

•Adopting an annual cash Executive Incentive Plan for our NEOs based on predetermined, weighted performance metrics reflecting key absolute and relative financial performance indicators.

•Implementing a performance-based equity incentive program for the Chairman and CEO under which two-thirds of the annual equity award to our Chairman and CEO is subject to predetermined, weighted performance targets relative to a peer group measured over a 3-year performance period.

•Enhancing disclosure regarding the Board’s rationale in entering into the Chairman’s Agreement with our Chairman and CEO in March 2021 and in determining the compensation provided under such agreement.

•Establishing a performance peer group of banking organizations between $10 billion and $50 billion in total assets for purposes of our cash and equity incentive programs.

•Adopting meaningful clawback features as part of our cash and equity incentive programs.

We believe that our compensation policies and procedures are competitive, ~~are focused~~and that the recent changes that we have made in response to the shareholder feedback enhance the focus of our executive compensation program on pay for performance principles ~~and~~that are strongly aligned with the long-term interests of our shareholders. The Compensation Committee, which is comprised entirely of independent directors, oversees our executive compensation program and monitors our policies to ensure they continue to emphasize programs that reward executives for results that are consistent with shareholder interests.

We encourage you to closely review our Compensation Discussion and Analysis and the tabular disclosure which follows it in this Proxy Statement, including the footnotes and narratives which accompany each table, as they describe our compensation policies and procedures and the components and amounts comprising the compensation paid to our named executive officers.

The following resolution gives you as a shareholder the opportunity to endorse or not endorse the compensation we pay to our named executive officers by voting to approve or not approve such compensation as described in this Proxy Statement:

“

RESOLVED, that the shareholders of Home BancShares, Inc. (the “Company”) approve the compensation of the Company’s executives named in the Summary Compensation Table of the Company’s Proxy Statement for the ~~2018~~2024 Annual Meeting of Shareholders, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Executive Compensation tables and the related disclosure contained in the Proxy Statement.”

Because your vote is advisory, it will not be binding upon the Board of Directors and may not be construed as overruling any decision by the Board. However, the Compensation Committee may, in its sole discretion, take into account the outcome of the vote when considering future executive compensation arrangements.

Our Board of Directors and our Compensation Committee believe that our commitment to responsible compensation practices as described in this Proxy Statement justifies a vote by shareholders FOR the resolution approving the compensation of our executives as disclosed in this Proxy Statement.

The Board of Directors Recommends that Shareholders Vote

FOR

the Advisory(Non-binding) Resolution Approving

the Company’s Executive Compensation

36


			61			www.homebancshares.com

~~PROPOSAL THREE~~


Proposal Three – Frequency of Advisory Vote on Executive Compensation

Proposal Three – ~~FREQUENCY OF ADVISORY VOTE~~

~~ON EXECUTIVE COMPENSATION~~

Frequency of Advisory Vote on Executive Compensation

In addition to thenon-binding advisory vote on executive compensation, the Dodd-Frank Act also enables our shareholders to express their preference for having a “say on pay” vote every one, two or three years. Thisnon-binding vote, which is commonly known as a~~“say-on-frequency”~~ “say-on-frequency” vote, is required at least once every six years beginning with our 2012 Annual Meeting. We last held a “say-on-frequency” vote at our 2018 Annual Meeting. Accordingly, the Company presents the~~“say-on-frequency”~~ “say-on-frequency” proposal described below.

Consistent with our past practice of providing an annual~~“say-on-pay”~~ “say-on-pay” vote, the Board has determined that an annual advisory vote on executive compensation will permit our shareholders to continue to provide direct input on the Company’s executive compensation philosophy, policies and practices as disclosed in the Proxy Statement each year. Therefore, it is the Company’s belief, and the Board’s recommendation, that this vote should continue to occur every year.

Each shareholder’s vote, however, is not to approve or disapprove the Board’s recommendation. When voting on this Proposal Three, each shareholder has four choices – vote on executive compensation every year, every two years, every three years, or abstain from voting. The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be considered the frequency recommended by the shareholders for future advisory votes on executive compensation.

The Compensation Committee and the Board will consider the outcome of the vote when determining the frequency of future shareholder advisory votes on executive compensation. However, because the vote on Proposal Three is advisory and not binding upon the Board or the Company, the Board may decide that it is in the best interests of the shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders. A scheduling vote similar to this Proposal Three must occur at least once every six years.

The Board of Directors Recommends that Shareholders Vote

to Hold an Advisory Vote on the Company’s Executive Compensation

Every

1 YEAR

37


www.homebancshares.com			62

~~PROPOSAL FOUR~~


			Proposal Four – Ratification of Appointment of Independent Registered Public Accounting Firm

Proposal Four – ~~APPROVAL OF AMENDMENT TO THE~~

~~COMPANY’S AMENDED AND RESTATED~~

~~2006 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN~~

~~The Amended and Restated 2006 Stock Option and Performance Incentive Plan (the “Plan”) was adopted by our Board~~Ratification of Directors in February 2012 and approved by our shareholders in May 2012. The Plan was subsequently amended in June 2015 and, most recently, in April 2016, when our shareholders approved an increase in the numberAppointment of ~~shares reserved for issuance under the Plan by 2,000,000 shares to 11,288,000 shares (as adjusted for the2-for-1~~ split of our common stock paid to our shareholders on June 8, 2016). Additionally, in April 2017 our shareholders approved, for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the material terms of the performance goals under which compensation may be paid under the Plan.

On February 22, 2018, our Board of Directors approved an additional amendment to the Plan, subject to shareholder approval, to increase the number of shares reserved for issuance under the Plan by 2,000,000 shares to 13,288,000 shares. This amendment is being submitted to our shareholders for approval.

The following is a summary of the material provisions of the Plan, as previously amended and as proposed to be amended by the shareholders, including the employees eligible to receive awards under the Plan, the business criteria on which performance goals are based, and the maximum number of shares that may be issued to an individual participant during a specified period. This summary is qualified in its entirety by reference to the complete text of the Plan, which is attached as Appendix A to this Proxy Statement and incorporated by reference into this proposal.

~~Amended and Restated 2006 Stock Option and Performance Incentive Plan~~

In 2012, our Board of Directors adopted and our shareholders approved the Home BancShares, Inc. Amended and Restated 2006 Stock Option and Performance Incentive Plan. The purpose of the Plan is to attract and retain highly qualified officers, directors, key employees, and other persons, and to motivate those persons to improve our business results.

The Plan amended and restated the Company’s 2006 Stock Option and Performance Incentive Plan (the “2006 Plan”) adopted by the Board of Directors in March 2006 and approved by the Company’s shareholders in June 2006. The 2006 Plan amended and restated various prior plans that were adopted either by us or companies that we acquired. Awards made under any of the prior plans are subject to the terms and conditions of the Plan, which is designed not to impair the rights of award holders under the prior plans. The Plan goes beyond the prior plans by including additional types of awards (such as unrestricted stock, performance shares, and performance and annual incentive awards) in addition to the stock options (incentive and~~non-qualified),~~ ~~stock appreciation rights, and restricted stock that could have been awarded under one or more of the prior plans.~~

~~Administration.~~ The Plan is administered by our Compensation Committee. Subject to the terms of the Plan, the Compensation Committee may select participants to receive awards, determine the types of awards, determine the terms and conditions of awards, and interpret provisions of the Plan.

~~Source of Shares.~~ The common stock issued or to be issued under the Plan consists of authorized but unissued shares and treasury shares. If any shares covered by an award are not purchased or are forfeited, or if an award otherwise terminates without delivery of any common stock, then the number of shares of common stock counted against the aggregate number of shares available under the Plan with respect to the award will, to the extent of any such forfeiture or termination, again be available for making awards.

If the option price, a withholding obligation or any other payment is satisfied by tendering shares or by withholding shares, only the number of shares issued net of the shares tendered or withheld will be deemed delivered for the purpose of determining the maximum number of shares available for delivery under the Plan.

~~Limitation of the Plan.~~ ~~Benefits granted to any plan participant in any one year may not exceed 10% of the total shares of common stock authorized for issuance under the Plan (i.e., 10% of 13,288,000 shares).~~

38

~~Eligibility.~~ Awards may be made under the Plan to all employees, officers, directors, consultants and other key persons. In determining to whom awards will be granted, the committee will take into account the nature of the services, potential contributions, and other relevant factors.

~~Performance-Based Criteria.~~Section 162(m) of the Code limits publicly held companies to an annual deduction for federal income tax purposes of $1.0 million for compensation paid to each of its chief executive officer, chief financial officer and the next three most highly compensated executive officers whose compensation is required to be disclosed in the company’s annual proxy statement (referred to as “Covered Employees”). Historically, there has been an exception to this $1.0 million limitation for performance-based compensation that meets certain requirements, and the chief financial officer has been excluded from the definition of a Covered Employee. Effective January 1, 2018, under the recently enacted Tax Cuts and Jobs Act, the exception for performance-based compensation has been eliminated, and compensation paid to the chief financial officer is now subject to the $1.0 deduction limitation. The amendments to Section 162(m) include a grandfather clause applicable to compensation paid pursuant to a written binding contract in effect on November 2, 2017 that is not materially modified after such date. The Plan contains certain provisions designed to facilitate the deductibility of performance-based compensation in accordance with Section 162(m).

Any compensation paid pursuant to a grandfathered award that the Compensation Committee intends to qualify for the Section 162(m) performance-based compensation deduction exclusion under the prior law must be based on~~pre-established,~~ objective performance goals. These goals must have been established by the Compensation Committee in writing no later than 90 days after the beginning of the service period to which the award relates and while the outcome was substantially uncertain (i.e., before 25% of the performance period has elapsed). Performance goals must be based on an objective formula or standard. Pursuant to the Plan, the performance goals for such awards and determination of results must have been based entirely on financial measures, including any one or more of the following business criteria:

Independent Registered Public Accounting Firm

~~price of the Company’s common stock or the stock of any affiliate;~~

~~shareholder return;~~

~~return on assets;~~

~~growth in assets;~~

~~return on equity;~~

~~return on investment;~~

~~return on capital;~~

~~economic profit;~~

~~economic value added;~~

~~net income;~~

~~operating income;~~

~~gross margin;~~

~~sales;~~

~~free cash flow; and~~

~~earnings per share.~~

Before the recipient of such stock awards may receive any payment, the Compensation Committee must certify in writing that all of the performance goals have been met. In addition, the material terms of the performance goals must be disclosed to and reapproved by the Company’s shareholders every five years.

~~Options.~~ The Plan permits the granting of options to purchase shares of common stock intended to qualify as incentive stock options under the Code (qualified stock options) and stock options that do not qualify as incentive stock options~~(non-qualified~~ stock options). The exercise price of each stock option may not be less than 100% of the fair market value of our common stock on the date of grant. If we were to grant qualified stock options to any 10% shareholder, the exercise price may not be less than 110% of the fair market value of our common stock on the date of grant. We may grant options in substitution for options held by employees of companies that we may acquire. The fair market value of our common stock on February 23, 2018, based upon the closing price as reported on the NASDAQ Stock Market on that date, was $24.04.

39

The term of each stock option will be fixed by the Compensation Committee and may not exceed ten years (or five years for qualified stock options) from the date of grant. The committee determines at what time or times each option may be exercised and the period of time, if any, after retirement, death, disability or termination of employment during which options may be exercised. The exercisability of options may be accelerated by the Compensation Committee. In general, an optionee may pay the exercise price of an option by cash or cash equivalent, or, if permitted by the committee, by tendering shares of our common stock (which if acquired from us have been held by the optionee for at least six months) or by a “net exercise” arrangement where the Company will reduce the number of shares issued upon exercise by the largest whole number of shares with a fair market value not exceeding the total exercise price, or by a combination of the foregoing methods.

~~Stock options granted under the Plan may not be sold, transferred, pledged, or assigned other than by will or under applicable laws of descent and distribution.~~

~~Restricted Shares.~~ The Plan permits the granting of shares of our common stock which are subject to certain restrictions as determined by the Compensation Committee. Restricted shares may be granted in the form of performance-based or fixed awards. The restricted period during which restricted shares are subject to forfeiture must be at least one year for performance-based awards and at least three years for all other restricted stock awards.

~~Other Awards.~~ ~~The Compensation Committee may also award under the Plan:~~

unrestricted shares of common stock, which are shares of our common stock issued at no cost or for a purchase price determined by the Compensation Committee and which are free from any restrictions under the Plan;

~~stock appreciation rights, tandem ornon-tandem,~~ which are a right to receive a number of shares or, in the discretion of the committee, an amount in cash or a combination of shares and cash, based on the increase in the fair market value of the shares underlying the right during a stated period specified by the Compensation Committee; and

performance shares and performance units, ultimately payable in our common stock or cash, as determined by the Compensation Committee, and which are subject to achievement of specified goals tied to business criteria (described above).

~~Forfeiture; Recoupment.~~ The Compensation Committee may cause a forfeiture of any realized gains by an award recipient who breaches any agreement with or obligation to the Company or who violates any Company policy or procedure. Awards may be annulled for any employee who is terminated for cause. All awards are subject to mandatory repayment if the participant becomes subject to any clawback or recoupment under Company policy or applicable law.

~~Adjustments for Stock Dividends and Similar Events.~~ The Compensation Committee may make appropriate adjustments in outstanding awards and the number of shares available for issuance under the Plan, including the individual limitations on awards, to reflect common stock dividends, stock splits, spin-offs and other similar events.

~~Amendment or Termination of the Plan.~~ While our Board of Directors may suspend, terminate or amend the Plan at any time, no amendment may adversely impair the rights of grantees with respect to outstanding awards. In addition, an amendment will be contingent on approval of our shareholders to the extent required by law. Unless terminated earlier, the Plan will automatically terminate on February 27, 2022.

~~Federal Income Tax Consequences of Options and Stock Awards Under the Plan~~

THE FOLLOWING IS A GENERAL SUMMARY OF THE TYPICAL FEDERAL INCOME TAX CONSEQUENCES OF THE ISSUANCE AND EXERCISE OF OPTIONS, STOCK APPRECIATION RIGHTS OR AWARDS OF RESTRICTED STOCK UNDER THE PLAN. IT DOES NOT DESCRIBE APPLICABLE FOREIGN, STATE, LOCAL AND OTHER TAX CONSEQUENCES OF THE ISSUANCE AND EXERCISE OF OPTIONS OR OF THE GRANT OF RESTRICTED STOCK. THIS SUMMARY IS BASED UPON THE PROVISIONS OF THE INTERNAL REVENUE CODE, APPLICABLE TREASURY REGULATIONS, ADMINISTRATIVE RULINGS AND JUDICIAL DECISIONS, ALL AS IN EFFECT AS OF THE DATE OF THIS PROXY STATEMENT. THERE CAN BE NO ASSURANCE THAT FUTURE LEGISLATIVE, ADMINISTRATIVE OR JUDICIAL CHANGES OR INTERPRETATIONS, WHICH CHANGES COULD APPLY RETROACTIVELY, WILL NOT AFFECT THE ACCURACY OF THIS SUMMARY.

40

~~Stock Awards.~~ Generally, unless a recipient makes an election under Section 83(b) of the Code to be taxed at grant, a recipient of a stock award will have taxable income in the amount equal to the excess of the fair market value of the stock on the date it “vests” over any consideration paid for the common stock (the “spread”). Stock vests either (i) when it is no longer subject to a “substantial risk of forfeiture” (such as a requirement that the recipient retransfer shares at cost or some other material discount from fair market value upon cessation of employment) or (ii) when it is freely transferable. An election under Section 83(b) of the Code must be made within 30 days of the grant date. The taxable income recognized by the recipient constitutes wages subject to income and employment tax withholding, and the Company receives a corresponding income tax deduction. If no Section 83(b) election is made, the recipient will have a basis in his or her shares equal to the value of the shares on the date they vest, at which time the holding period for the shares will begin. If a Section 83(b) election is made, the recipient will have a basis in his or her shares equal to the value of the shares at the time of grant and the recipient’s holding period begins at grant. In general, a sale of the shares will produce capital gain or loss which will be long-term or short-term depending on the period of time included in the recipient’s holding period. A recipient who makes a Section 83(b) election will not be entitled to deduct any loss or receive credit for any taxes paid should the shares subsequently be forfeited back to the Company while such shares are substantially unvested.

~~Options.~~ Generally, the grant of an option has no federal income tax effect on the optionee. Upon exercise of the option, unless the option was qualified as an incentive stock option as discussed below, the optionee is treated in the same manner as a recipient of a stock award. Special federal income tax rules apply if our common stock is used to pay all or part of the option exercise price whether or not the options qualify as incentive stock options.

~~Incentive Stock Options.~~ The recipient of an “incentive stock option” does not recognize any taxable income on the grant of the option. Unlike other transferees of shares, however, the optionee does not recognize income for tax purposes at the time the option is exercised. If the optionee does not dispose of the incentive stock option shares until at least one year after the date the incentive stock option was exercised and two years after the date the incentive stock option was granted, the only gain or loss the optionee will recognize for regular tax purposes will be the long-term capital gain or loss on the difference between the sale price and the exercise price realized upon the sale of the shares. However, if the optionee sells or otherwise disposes of the shares before both of the holding period requirements have been met (a “disqualifying disposition”) the optionee will be required to recognize ordinary income in an amount up to the excess of the fair market value of the stock at the time of option exercise over the exercise price of such option (the “option spread”). Any additional gain realized upon a disqualifying disposition will be treated as capital gain or loss and as long-term or short-term depending on the holding period for the stock.

In addition to the regular tax consequences discussed above, the exercise of an incentive stock option can have material alternative minimum tax consequences. In general, the transfer of the shares pursuant to the incentive stock option will create alternative minimum taxable income in the same way that the exercise of other options would create regular taxable income. As a result, the exercise of an incentive stock option can result in substantial alternative minimum tax. The Company is not entitled to a federal income tax deduction in connection with incentive stock options, except to the extent that the optionee is required to recognize taxable ordinary income on a disqualifying disposition.

~~Stock Appreciation Rights.~~ Upon the grant of a stock appreciation right, the recipient will not recognize ordinary income. However, upon the exercise of a stock appreciation right, the recipient will, in general, recognize ordinary income in an amount equal to the amount of cash (or the value of the shares) distributed to the recipient. Such income will be treated as wages subject to income and employment tax withholding. The Company will have a deduction equal to the income to the recipient.

~~Limitation on Deduction of Certain Compensation.~~ A publicly held corporation may not deduct compensation of over a certain amount that is paid in any year to one of its Covered Employees unless the compensation was awarded under a written binding contract in effect on November 2, 2017 that is not materially modified after such date and constitutes “qualified performance-based” compensation under the Code. We will generally attempt to ensure that any prior awards under the Plan intended to qualify as performance-based compensation under the Code will continue to be eligible for deduction, but may not do so in every instance.

41

~~Plan Benefits~~

Awards under the Plan are granted at the discretion of the Compensation Committee or the Administrator, and accordingly, the amount of any such awards that may be granted to any individual is not yet determinable. Benefits under the Plan depend on a number of factors, including the fair market value of our common stock on future dates, our actual performance against performance goals established with respect to performance awards and decisions made by the participants, and accordingly, are also not yet determinable.

~~Equity Compensation Plan Information~~

The Company does not currently have any existing equity compensation plans or arrangements other than the Plan. The following table sets forth information regarding outstanding options and shares reserved for future issuance under the Plan as of December 31, 2017.

         Number of securities
   Number of       remaining available for
   securities to be issued    Weighted-average    future issuance under
   upon exercise of    exercise price of    equity compensation plans
   outstanding options,    outstanding options,    (excluding shares
   warrants and rights    warrants and rights    reflected in column (a))
Plan Category
   (a)    (b)    (c)
Equity compensation plans approved by the shareholders
   2,274,081    $ 16.23    2,318,850
Equity compensation plans not approved by the shareholders
   —      —      —

~~Required Vote~~

The approval of the amendment to the Plan to increase the number of shares reserved for issuance under such plan to 13,288,000 shares requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting, assuming a quorum is present.

~~The Board of Directors Recommends that Shareholders Vote~~

~~FOR~~

~~the Approval of the Amendment to the Company’s~~

~~Amended and Restated 2006 Stock Option and Performance Incentive Plan~~

42

~~PROPOSAL FIVE – RATIFICATION OF APPOINTMENT OF~~

~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

Our consolidated financial statements as of and for the fiscal year ended December 31, ~~2017,~~2023, were audited by ~~BKD,~~FORVIS, LLP, an independent registered public accounting firm. In ~~2017,~~2023, the Audit and Risk Committee of the Board of Directors and our shareholders approved the engagement of ~~BKD,~~FORVIS, LLP to be our independent registered accounting firm for fiscal year ~~2017.~~2023. The Audit and Risk Committee intends to approve there-engagement of ~~BKD,~~FORVIS, LLP to be our independent registered public accounting firm for the fiscal year ending December 31, ~~2018,~~2024, subject to the ratification of the appointment by our shareholders at the Annual Meeting and our formal acceptance of an engagement letter from ~~BKD,~~FORVIS, LLP after the Annual Meeting.

Shareholders’ ratification of the selection of ~~BKD,~~FORVIS, LLP to be our independent registered public accounting firm for fiscal year ~~2018~~2024 is not required by our Bylaws or otherwise. However, the Board is submitting the selection of the independent registered public accounting firm to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection of ~~BKD,~~FORVIS, LLP, the Audit and Risk Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit and Risk Committee may, at its discretion, direct the appointment of a different independent registered accounting firm at any time during the year if it determines that such change is in the best interests of the Company and our shareholders.

Representatives of ~~BKD,~~FORVIS, LLP are expected to attend the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions.

The Board of Directors Recommends that Shareholders Vote

FOR

the Ratification of the Appointment of ~~BKD,~~FORVIS, LLP

as the Company’s Independent Registered Public Accounting Firm

for the ~~2018~~2024 Calendar Year

43


			63			www.homebancshares.com

~~REPORT OF THE AUDIT COMMITTEE~~

~~OF THE BOARD OF DIRECTORS~~


Report of the Audit Committee of the Board of Directors

Report of the Audit Committee of the Board of Directors

In accordance with its written charter, the Audit and Risk Committee (the “Audit Committee”) assists the Board in, among other things, oversight of our accounting and financial reporting processes, our compliance with legal regulatory requirements, the qualifications and independence of the independent auditors and the performance of the internal and independent auditors. A copy of the Audit Committee charter is published on the Company’s website atwww.homebancshares.com under the caption “Investor Relations”/“~~Corporate Profile”~~Overview”/“Governance ~~Documents”.~~

Documents.”

Our Board of Directors has determined that all ~~seven~~six members of the Committee are independent based upon the independence requirements of the SEC and ~~NASDAQ,~~NYSE, and that our Chairman, Mr. Engelkes, and ~~Mrs.~~Ms. Garrett each satisfies the criteria of an “audit committee financial expert” as defined by the regulations of the SEC.

Management is responsible for the preparation, presentation, and integrity of our financial statements, for the appropriateness of our accounting principles and reporting policies and for implementing and maintaining internal control over financial reporting. Our independent auditors are responsible for auditing the financial statements and internal controls over financial reporting and for reviewing our unaudited interim financial statements. The Audit Committee’s responsibility is to monitor and review these processes and procedures. Except for Mr. Engelkes and ~~Mrs.~~Ms. Garrett, the members of the Audit Committee ~~are~~have not been engaged in the practice of accounting or auditing and are not professionals in those fields. The Audit Committee relies, without independent verification, on the information provided to us and on the representations made by management that the financial statements have been prepared with integrity and objectivity and on the representations of management and the opinion of the independent auditors that such financial statements have been prepared in conformity with accounting principles generally accepted in the United States.

During ~~2017,~~2023, the Audit Committee held four regularly scheduled meetings and ~~three~~one special ~~meetings.~~meeting. The Audit Committee’s regular meetings were conducted in order to encourage communication among the members of the Audit Committee, management, the internal auditors, and our independent auditors, ~~BKD,~~FORVIS, LLP. Among other things, the Audit Committee discussed with our internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee separately met with each of the internal and independent auditors, with and without management, to discuss the results of their examinations and their observations and recommendations regarding our internal controls. The Audit Committee also discussed with our independent auditors all matters required by auditing standards generally accepted in the United States of America, including those described in Public Company Accounting Oversight Board Auditing Standard 1301, “Communications with Audit Committees.”

The Audit Committee reviewed and discussed our audited consolidated financial statements as of and for the year ended December 31, ~~2017,~~2023, with management, the internal auditors, and our independent auditors. Management’s discussions with the Audit Committee included a review of critical accounting policies.

The Audit Committee obtained from the independent auditors a formal written statement describing all relationships between us and our auditors that might bear on the auditors’ independence consistent with Public Company Accounting Oversight Board Rule 3526, “Communication with Audit Committees Concerning Independence.” The Audit Committee discussed with the auditors any relationships that may have an impact on their objectivity and independence and satisfied itself as to the auditors’ independence. The Audit Committee has reviewed and approved the amount of fees paid to ~~BKD,~~FORVIS, LLP for audit andnon-audit services. The Audit Committee concluded that the provision of services by ~~BKD,~~FORVIS, LLP is compatible with the maintenance of ~~BKD’s~~FORVIS’s independence.

Based on the above-mentioned review and discussions with management, the internal auditors, and the independent auditors, and subject to the limitations on our role and responsibilities described above and in the Audit Committee Charter, the Audit Committee recommended to the Board of Directors that our audited consolidated financial statements be included in our Annual Report on Form10-K for the calendar year ended December 31, ~~2017,~~2023, for filing with the SEC.

Home BancShares, Inc.

Audit and Risk Committee Members

Jack E. Engelkes, Chairman

Milburn Adams

~~Robert H. Adcock, Jr.~~

Karen E. Garrett

J. Pat Hickman

James G. Hinkle

Alex R. Lieblong

Thomas J. Longe

44

Larry W. Ross


www.homebancshares.com			64

~~AUDIT ANDNON-AUDIT~~ ~~FEES~~


			Audit and Non-Audit Fees

Audit and Non-Audit Fees

The following table represents aggregate fees billed for professional audit services rendered by ~~BKD,~~FORVIS, LLP to provide the audit of our annual consolidated financial statements for the years ended December 31, ~~2017,~~2023, and December 31, ~~2016,~~2022, respectively.

   2017    2016
Audit fees⁽¹⁾
   $ 794,846    $ 792,269
Audit-related fees⁽²⁾
   177,682    20,000
Tax fees
   —      —
All other fees⁽³⁾
   28,672    34,520

~~(1)~~

~~Audit fees consisted of the annual audit and quarterly review services and consent for and review of a registration statement filed by the Company with the SEC.~~

~~(2)~~

~~Audit related fees consisted primarily of other audit services provided in connection with acquisitions, reporting and compliance matters.~~

~~(3)~~

~~Other fees related to fees paid by the Company on behalf of the Company’s retirement plan for third-party administration of the Company’s defined contribution plan.~~

2023 2022
Audit fees (1) $ 1,476,389 $ 1,233,815
Audit-related fees (2) — 536,500
Tax fees — —
All other fees (3) 42,148 49,823

(1)Audit fees consisted of the annual audit and quarterly review services and consent for and review of a registration statement filed by the Company with the SEC.

(2)Audit-related fees consisted primarily of other audit services provided in connection with acquisition, reporting and compliance matters.

(3)Other fees related to fees paid by the Company on behalf of the Company’s retirement plan for third-party administration of the Company’s defined contribution plan.

Policy on Audit CommitteePre-Approval of Audit and PermissibleNon-Audit Services of Independent Auditor

The Audit Committee has the responsibility of appointing, setting compensation for and overseeing the work of the independent auditor, and has established a policy topre-approve all audit and permissiblenon-audit services provided by the independent auditor.

Prior to engagement of the independent auditor for next year’s audit, management will submit an aggregate of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval.

~~(1)~~

~~Audit~~ services include audit work performed in the preparation of our consolidated financial statements, as well as work that generally only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits, and attest services, and consultation regarding financial accounting and/or reporting standards.

~~(2)~~

~~Audit-related~~ services are for assurance and related services that are traditionally performed by the independent auditor, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

~~(3)~~

~~Tax~~ services include all services performed by the independent auditor’s tax personnel except those services specifically related to the audit of the consolidated financial statements, and includes fees in the areas of tax compliance, tax planning and tax advice.

~~(4)~~

~~Other fees~~ are those associated with services not captured in the other categories. Other than the services for the third-party administration of the Company’s defined contribution plan, we generally do not request such services from the independent auditor.

(1)Audit services include audit work performed in the preparation of our consolidated financial statements, as well as work that generally only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits, and attest services, and consultation regarding financial accounting and/or reporting standards.

(2)Audit-related services are for assurance and related services that are traditionally performed by the independent auditor, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

(3)Tax services include all services performed by the independent auditor’s tax personnel except those services specifically related to the audit of the consolidated financial statements, and includes fees in the areas of tax compliance, tax planning and tax advice.

(4)Other fees are those associated with services not captured in the other categories. Other than the services for the third-party administration of the Company’s defined contribution plan, we generally do not request such services from the independent auditor.

Prior to the engagement, the Audit Committeepre-approves these services by category of service. The fees are budgeted and the Audit Committee requires the independent auditor and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent auditor for additional services not contemplated in the originalpre-approval. In those instances, the Audit Committee requires specificpre-approval before engaging the independent auditor.

The Audit Committee may delegatepre-approval authority to one or more of its members. The members to whom such authority is delegated must report, for informational purposes only, thepre-approval decisions to the Audit Committee at its next scheduled meeting.

45


			65			www.homebancshares.com

~~SUBMISSION OF SHAREHOLDER PROPOSALS~~


Submission of Shareholder Proposals

Submission of Shareholder Proposals

In order for a proposal by a shareholder to be ~~presented at an annual meeting of our shareholders, the proposal must be~~ included in the related proxy statement and proxy form. Proposals by shareholders intended to be presented at the Annual Meeting of Shareholders in 2019 must be received by the Company no later than November 6, 2018, for possible inclusion in the proxy statement relating to that meeting.

~~For a shareholder proposal to be included in the~~Company’s proxy statement and proxy form for an annual meeting of the Company’s shareholders, the proposal must: (1) concern a matter that may be properly considered and acted upon at the annual meeting in accordance with applicable laws, including our Bylaws and Rule14a-8 of the Securities Exchange Act of 1934; and (2) be received by the Company at its home office, 719 Harkrider Street, Suite 100, Conway, Arkansas 72032, Attention: ~~Holly A. McKenna,~~Donna J. Townsell, Secretary, not less than 120 calendar days before the anniversary of the date of the previous year’s proxy statement, or November ~~6, 2018,~~8, 2024, in the case of the Annual Meeting of Shareholders in ~~2019.~~2025. If no annual meeting was held the previous year and in any year in which the date of the annual meeting is moved by more than 30 days from the date of the previous year’s annual meeting, the proposal will be considered timely if received within a reasonable time before the Company begins to print and mail its proxy materials.

~~WHERE YOU CAN FIND MORE INFORMATION~~

Such shareholder proposals must also comply with the additional requirements of Rule 14a-8 of the Exchange Act (or any successor rule) to be eligible for inclusion in the proxy statement for the Annual Meeting of Shareholders in 2025.

The Company’s Bylaws provide that only such nominations of persons for the election of directors and such other business that have been properly brought before a shareholder meeting will be conducted. For business (including, but not limited to, director nominations) to be properly brought before an annual meeting by a shareholder, the shareholder must give written notice to the Secretary at the Company’s principal executive offices of the Company, and such notice must be received by the Secretary not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, in advance of the anniversary of the previous year’s annual meeting if such meeting is held on a day not more than 30 days before and not later than 60 days after the anniversary of the previous year’s annual meeting. With respect to any other annual meeting of shareholders, including in the event that the Company did not hold an annual meeting the previous year, the shareholder’s notice is timely only if it is delivered to the Secretary at the Company’s principal executive offices no earlier than the close of business on the 120th day prior to the annual meeting and no later than the later of the 90th day prior to the annual meeting and the 10th day after the Company publicly announces the date of the current year’s annual meeting. To be in proper written form, a shareholder’s notice to the Company’s Secretary must comply with all requirements contained in the Company’s Bylaws, a copy of which may be obtained upon written request to the Secretary of the Company.

Accordingly, in connection with our Annual Meeting of Shareholders in 2025, a shareholder intending to introduce a proposal or nominate a director but not intending the proposal or nomination to be included in the Company’s proxy materials for such Annual Meeting must provide written notice to the Secretary at the Company’s home office, 719 Harkrider Street, Suite 100, Conway, Arkansas 72032, Attention: Donna Townsell, Secretary, and such notice must be received by the Secretary not earlier than the close of business on December 19, 2024 and not later than the close of business on January 18, 2025. Because our advance notice bylaws require earlier notice than Rule 14a-19, all notices required under Rule 14a-19 must also be received by the Secretary not later than the close of business on January 18, 2025. The persons appointed by our Board to act as proxy holders for such Annual Meeting (named in the form of proxy) will be allowed to use their discretionary voting authority with respect to any such matter or proposal properly presented for a vote at such meeting.

Where You Can Find More Information

We file reports, proxy statements, and other information with the SEC. You can read and copy these reports, proxy statements, and other information concerning the Company at the SEC’s public reference room at 100 F Street N.E., Washington, D.C., 20549. Please call the SEC at~~1-800-SEC-0330~~ ~~for further information on the public reference room. You~~ may ~~also~~ view and print reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company, from the SEC website atwww.sec.gov.

SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE

MEETING ARE URGED TO VOTE BY INTERNET,

TELEPHONE

~~MAIL~~ OR ~~INTERNET.~~

MAIL.

IF YOU VOTE BY TELEPHONE OR THE INTERNET,

DONOT RETURN YOUR PROXY CARD


			By Order of the Board of Directors

			JOHN W. ALLISON
~~C. RANDALL SIMS~~
Chairman and Chief Executive Officer ~~and President~~

46


www.homebancshares.com			66


			Appendix A

Appendix A

~~HOME BANCSHARES, INC.~~

~~AMENDED AND RESTATED~~

~~2006 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN~~

~~ARTICLE 1~~

~~ESTABLISHMENT AND PURPOSE~~

~~1.1Adoption~~


Reconciliation of Non-GAAP Financial Measures

Our accounting and ~~Effective Date~~. Home BancShares, Inc., an Arkansas corporation (the “Company”), hereby adopts the Home BancShares, Inc. Amended and Restated 2006 Stock Option and Performance Incentive Plan (the “Plan”). The Plan shall become effective on February 27, 2012 (the “Effective Date”), subjectreporting policies conform to the approval of the Company’s stockholders at the 2012 Annual Meeting. Upon approval of the Plan by the Board of Directors of the Company (the “Board”), awards may be made as provided herein, subject to stockholder approval of the Plan.

~~1.2Purpose~~. The Company desires to attract and retain the best available executive and key Employees for itself and its subsidiaries and to encourage the highest level of performance by such Employees in order to serve the best interests of the Company and its stockholders. The Plan is expected to contribute to the attainment of these objectives by offering eligible Employees the opportunity to acquire stock ownership interestsgenerally accepted accounting principles in the ~~Company, and other rights with respect to stock of the Company, and to thereby provide them with incentives to put forth maximum efforts for the success of the Company and its subsidiaries.~~

~~1.3.History. This Plan is an amendment and restatement of the Home BancShares, Inc. 2006 Stock Option and Performance Incentive Plan (the “2006 Plan”~~United States (“GAAP”), which was adopted by the Board in March 2006 and approved by the Company’s stockholders in June 2006. The 2006 Plan was amended on May 9, 2007 to increase the authorized shares to 1,500,000 shares. The 2006 Plan amended and restated Cabot Bankshares, Inc.~~Non-Qualified~~ Stock Option Plan; Employee Incentive Stock Option Plan; Stock Option Plan for Directors, Officers and Employees of Marine Bank of the Florida Keys; Home BancShares 1999 Stock and Incentive Compensation Plan Special Employee and Director Award; Home BancShares 1999 Stock and Incentive Compensation Plan; North Little Rock Bancshares, Inc. 2000 Stock and Incentive Compensation Plan; Home BancShares 2005 Appreciation Rights Incentive Compensation Plan; and any other prior plan of the Company or a predecessor in effect prior to the effective date of the 2006 Plan under which stock options or other equity awards covering the Company’s Stock remain outstanding to a service provider (the “Prior Plans”). This Plan document therefore is intended to preserve material rights and features of the 2006 Plan and the Prior Plans, and should any material provision of this Plan be determined to impair the rights of an Employee under an award granted prior to the Effective Date of this Plan, the Award Agreement covering the award shall instead be treated as including the material provision as an explicit term.

~~ARTICLE 2~~

~~AWARDS~~

~~2.1Form of Awards~~. Awards under the Plan may be granted in any one or all of the following forms: (i) incentive stock options (“Incentive Stock Options”) meeting the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”); (ii) nonstatutory stock options (“Nonstatutory Stock Options”) (unless otherwise indicated, referencesprevailing practices in the ~~Plan to “Options” shall include both Incentive Stock Options and Nonstatutory Stock Options); (iii) stock appreciation rights~~

~~A-1~~

~~(“Stock Appreciation Rights”),~~banking industry. However, this Proxy Statement contains financial information determined by methods other than in accordance with GAAP, including earnings, as described in Article 8, which may be awarded either in tandem with Options (“Tandem Stock Appreciation Rights”) or on a stand-alone basis (“Nontandem Stock Appreciation Rights”); (iv) shares of Common Stock (as defined below) which are restricted as provided in Article 12 (“Restricted Shares”); (v) units representing shares of Common Stock, as described in Article 13 (“Performance Shares”); (vi) units which do not represent shares of Common Stock but which may be paid in the form of Common Stock, as described in Article 14 (“Performance Units”); and (vii) shares of unrestricted Common Stock (“Unrestricted Shares”).

~~2.2Maximum Shares Available. The maximum aggregate number of shares of the Company’s Common Stock, par value $.01~~adjusted, diluted earnings per share, ~~(the “Common Stock”), available for award~~ as ~~Options, Stock Appreciation Rights, Restricted Shares, Performance Shares, Performance Units~~adjusted and Unrestricted Shares under the Plan, is 2,322,000, all of which are subject to adjustment pursuant to Article 16. Shares of Common Stock issued pursuant to the Plan may be either authorized and unissued shares or issued shares reacquired by the Company. In the event that prior to the end of the period during which Options may be granted under the Plan, any Option or any Nontandem Stock Appreciation Right under the Plan expires unexercised or is terminated, surrendered or canceled (other than in connectionreturn on average assets, as adjusted. We believe these non-GAAP measures, when taken together with the ~~exercise~~corresponding GAAP measures, provides meaningful supplemental information regarding our performance. We believe investors benefit from referring to these non-GAAP measures in assessing our financial condition and results of a Stock Appreciation Right) without being exercised in whole or in part for any reason, or any Restricted Shares, Performance Shares or Performance Units are forfeited, or if such awards are settled in cash in lieu of shares of Common Stock, then such shares or units may, at the discretion of the Committee (hereinafter defined) to the extent permissible under Rule~~16b-3~~ ~~under the Securities Exchange Act of 1934 (the “Act”) be made available for subsequent awards under the Plan, upon such terms as the Committee may determine.~~

~~2.3Limitation of Awards~~. Awards granted to any Employee (as defined in Article 4 hereof) in any one year shall be limited to ten percent (10%) of the total shares of Common Stock available for award under the Plan (i.e. 10% of 2,322,000 shares).

~~2.4Return of Prior Awards~~. As a condition to any subsequent award, the Committee shall have the right, at its discretion, upon replacement with a new award of a substantially similar monetary amount, to require Employees to return to the Company awards previously granted under this Plan. Subject to the provisions of this Plan, such new award shall be upon such termsoperations, and ~~conditions as are specified by the Committee at the time the new award is granted to the extent permitted by Rule16b-3~~ ~~under the Act.~~

~~ARTICLE 3~~

~~ADMINISTRATION~~

~~3.1Committee~~. The Plan shall be administered by the Compensation Committee (the “Committee”) of the Board. Each member of the Committee shall be an “outside director” (within the meaning of Section 162(m) of the Code)when planning and a~~“non-employee~~ ~~director” (within the meaning of Rule16b-3(b)(3)(i)~~ ~~under the Act); and an independent director within the meaning of applicable NASDAQ listing standards.~~

~~3.2Powers of Committee~~. Subject to the express provisions of the Plan, the Committee shall have the power and authority (i) to grant Options and to determine the purchase price of the Common Stock covered by each Option, the term of each Option, the number of shares of Common Stock to be covered by each Option and any performance objectives or vesting standards applicable to each Option, (ii) to designate Options as Incentive Stock Options or Nonstatutory Stock Options and to determine which Options, if any, shall be accompanied by Tandem Stock Appreciation Rights; (iii) to grant Tandem Stock Appreciation Rights and Nontandem Stock Appreciation Rights and to determine the terms and

~~A-2~~

conditions of such rights; (iv) to grant Restricted Shares and to determine the term of the restricted period and other conditions and restrictions applicable to such shares; (v) to grant Performance Shares and Performance Units and to determine the performance objectives, performance periods and other conditions applicable to such shares or units; (vi) to grant Unrestricted Shares; and (vii) to determine to whom, and the time or times at which, Options, Stock Appreciation Rights, Restricted Shares, Performance Shares, Performance Units and Unrestricted Shares shall be granted.

~~3.3Delegation~~. The Committee may delegate to one or more of its members or to any other person or persons such ministerial duties as it may deem advisable; provided, however, that the Committee may not delegate any of its responsibilities hereunder if such delegation will cause (i) transactions under the Plan to fail to comply with Section 16 of the Act or (ii) the Committee to fail to qualify as “outside directors” under Section 162(m) of the Code. The Committee may also employ attorneys, consultants, accountants or other professional advisors and shall be entitled to rely upon the advice, opinions or valuations of any such advisors.

~~3.4Interpretations~~. The Committee shall have sole discretionary authority to interpret the terms of the Plan, to adopt and revise rules, regulations and policies to administer the Plan and to make any other factual determinations which it believes to be necessary or advisable for the administration of the Plan. All actions taken and interpretations and determinations made by the Committee in good faith shall be final and binding upon the Company, all Employees who have received awards under the Plan and all other interested persons.

~~3.5Liability; Indemnification~~. No member of the Committee, nor any Employee to whom ministerial duties have been delegated, shall be personally liable for any action, interpretation or determination made with respect to the Plan or awards made thereunder, and each member of the Committee shall be fully indemnified and protected by the Company with respect to any liability he or she may incur with respect to any such action, interpretation or determination, to the extent permitted by applicable law and to the extent provided in the Company’s Articles of Incorporation and Bylaws, as amended from time to time.

~~ARTICLE 4~~

~~ELIGIBILITY~~

Awards may be granted to officers, employees, directors, consultants, and other key persons of the Company and its subsidiaries (herein referred to collectively as “Employees”). In determining to whom awards shall be granted and the number of shares to be covered by each award, the Committee shall take into account the nature of the services rendered by such person, their present and potential contributions to the success of the Company and its subsidiaries and such other factors as the Committee in its sole discretion shall deem relevant. As used in this Plan, the term “subsidiary” shall mean any corporation which at the time qualifies as a subsidiary of the Company under the definition of “subsidiary corporation” set forth in Section 424(f) of the Code, or any successor provision hereafter enacted.

~~ARTICLE 5~~

~~COMPLIANCE WITH SECTION 162(M)~~

~~5.1Section~~ ~~162(m) of the Code~~. It is the intent of the Company that compensation granted under the Plan to “Covered Employees” (as defined by Section 162(m) of the Code) shall, if so designated by the Committee, constitute “qualified performance-based compensation” (as defined by Section 162(m)). Accordingly, the terms of the Plan, including the definition of Covered Employee, shall be interpreted in a manner consistent with Section 162(m).

~~A-3~~

~~5.2Performance-Based Awards. If the Committee determines that grants of restricted shares, performance shares and performance units~~forecasting future periods. However, these non-GAAP measures should be made to Employees who are Covered Employees in order to qualify for the compensation deduction exclusion established by Section 162(m) for performance-based compensation, the award shall be governed by this Article 5 of the Planconsidered in addition to, ~~other applicable sections of~~and not as a substitute for or preferable to, the ~~Plan. The Committee shall base such compensation solely on account of the attainment of one or morepre-established,~~ ~~objective performance goals~~corresponding measures prepared in accordance with ~~this Article 5.~~

~~5.3Establishment~~GAAP. Reconciliations of ~~Performance Goals~~. Performance goals for a Covered Employee must be established in writing by the Committee no later than 90 days after the commencement of the service period to which such performance goal relates and while the outcome is substantially uncertain (i.e., before 25% of the performance period has elapsed). Such performance goals must be based on an objective formula or standard for performance-based compensation, such that a third party having knowledge of the relevant performance results could calculate the amount to be paidthese non-GAAP financial measures to the ~~Covered Employee, and must specify the individual employees or class of employees to which it applies.~~

~~5.4Performance-Based Criteria. Performance goals may be based on any one or more of~~most directly comparable GAAP financial measures are included in the following criteria: price of Company Common Stock or the stock of any affiliate, shareholder return, return on assets, growth in assets, return on equity, return on investment, return on capital, economic profit, economic value added, net income, operating income, gross margin, sales, free cash flow, earnings per share. These factors shall have a minimum performance standard below which no payments will be made. The performance goals may be based on an analysis of historical performance and growth expectations for the business, financial results of other comparable businesses, and progress towards achieving the long-range strategic plan for the business. The performance goals and determination of results shall be based entirely on financial measures.

~~5.5Modification of Performance-Based Awards~~. Once established, the Committee shall not be entitled to any discretion to increase the amount of compensation under any award that would otherwise be due upon the attainment of the performance goals, except as may be permitted under Section 162(m) of the Code and the regulations thereunder.

~~5.6Certification~~. Prior to any payment of remuneration for performance-based awards intended to qualify for the deduction exclusion under Section 162(m), the Committee must certify in writing that all of the performance goals and other material terms of the arrangement for the remuneration have been met. This section of the Plan shall not apply to an award to an Employee unless the Committee has determined that such award should qualify for the compensation deduction exemption of Section 162(m).

~~5.7Stockholder Approval~~. Material terms of the performance goals must be disclosed to and reapproved by the stockholders no later than the first stockholder meeting that occurs in the fifth year following the year in which stockholders previously approved the performance goals.

~~ARTICLE 6~~

~~STOCK OPTIONS~~

~~6.1Grant of Options~~. Options may be granted under this Plan for the purchase of shares of Common Stock. Options shall be granted in such form and upon such terms and conditions, including the satisfaction of corporate or individual performance objectives and other vesting standards, as the Committee shall from time to time determine.

~~A-4~~

~~6.2Option Price~~. The option price of each Option to purchase Common Stock shall be determined by the Committee at the time of grant, but shall not be less than 100 percent of the fair market value of the Common Stock subject to such Option on the date of grant. The option price so determined shall also be applicable in connection with the exercise of any Tandem Stock Appreciation Right granted with respect to such Option. The exercise price of an Option previously granted under the Plan shall not thereafter be reduced other than pursuant to the provisions of Article 16 or Article 17.

~~6.3Term of Options~~. The term of each Option granted under the Plan shall not exceed ten (10) years from the date of grant, subject to earlier termination as provided in Articles 10 and 11, except as otherwise provided in Section 7.1 with respect to ten (10) percent stockholders of the Company and except as provided in prior grants.

~~6.4Exercise of Options~~. An Option may be exercised, in whole or in part, at such time or times as the Committee shall determine. The Committee may, in its discretion, accelerate the exercisability of any Option at any time. Options may be exercised by an Employee by giving written notice to the Committee stating the number of shares of Common Stock with respect to which the Option is being exercised and tendering payment therefor. Payment for the Common Stock issuable upon exercise of the Option shall be made in full in cash, or by certified check or, if the Committee, in its sole discretion, permits, in shares of Common Stock (valued at fair market value on the date of exercise and which shall have been held for more than 6 months).tables.

Table 1: Earnings, As ~~soon as reasonably practicable following such exercise, a certificate representing the shares of Common Stock purchased, registered in the name of the Employee, shall be delivered to the Employee.~~

~~6.5Cancellation of Stock Appreciation Rights. Upon exercise of all or a portion of an Option, the related Tandem Stock Appreciation Rights shall be canceled with respect to an equal number of shares of Common Stock.~~

~~ARTICLE 7~~

~~SPECIAL RULES APPLICABLE TO INCENTIVE STOCK OPTIONS~~

~~7.1Ten Percent Stockholder~~. Notwithstanding any other provision of this Plan to the contrary, no person may receive an Incentive Stock Option under the Plan if such person, at the time the award is granted, owns (after application of the rules contained in Section 424(d) of the Code) stock possessing more than ten (10) percent of the total combined voting power of all classes of stock of the Company or its subsidiaries, unless (i) the option price for such Incentive Stock Option is at least 110 percent of the fair market value of the Common Stock subject to such Incentive Stock Option on the date of grant and (ii) such Option is not exercisable after the date five (5) years from the date such Incentive Stock Option is granted.

~~7.2Limitations on Time of Grants. No grant of an Incentive Stock Option shall be made under this Plan after the Termination Date (as defined in Section 20.11 hereof) of the Plan.~~

~~A-5~~

~~ARTICLE 8~~

~~STOCK APPRECIATION RIGHTS~~

~~8.1Grants of Stock Appreciation Rights~~. Tandem Stock Appreciation Rights may be awarded by the Committee in connection with any Option granted under the Plan, either at the time the Option is granted or thereafter at any time prior to the exercise, termination or expiration of the Option. Nontandem Stock Appreciation Rights may also be granted by the Committee at any time. At the time of grant of a Nontandem Stock Appreciation Right, the Committee shall specify the number of shares of Common Stock covered by such right and the base price of shares of Common Stock to be used in connection with the calculation described in Section 8.4 below. The base price of a Nontandem Stock Appreciation Right shall be not less than 100 percent of the fair market value of a share of Common Stock on the date of grant. Stock Appreciation Rights shall be subject to such terms and conditions not inconsistent with the other provisions of this Plan as the Committee shall determine.

~~8.2Limitations on Exercise~~. A Tandem Stock Appreciation Right shall be exercisable only to the extent that the related Option is exercisable and shall be exercisable only for such period as the Committee may determine (which period may expire prior to the expiration date of the related Option). Upon the exercise of all or a portion of Tandem Stock Appreciation Rights, the related Option shall be canceled with respect to an equal number of shares of Common Stock. Shares of Common Stock subject to Options or portions thereof, surrendered upon exercise of a Tandem Stock Appreciation Right, shall not be available for subsequent awards under the Plan. A Nontandem Stock Appreciation Right shall be exercisable during such period as the Committee shall determine.

~~8.3Surrender or Exchange of Tandem Stock Appreciation Rights~~. A Tandem Stock Appreciation Right shall entitle the grantee to surrender to the Company unexercised the related Option, or any portion thereof, and to receive from the Company in exchange therefor that number of shares of Common Stock having an aggregate fair market value equal to (A) the excess of (i) the fair market value of one (1) share of Common Stock as of the date the Tandem Stock Appreciation Right is exercised over (ii) the option price per share specified in such Option, multiplied by (B) the number of shares of Common Stock subject to the Option, or portion thereof, which is surrendered. Cash shall be delivered in lieu of any fractional shares.

~~8.4Exercise of Nontandem Stock Appreciation Rights~~. The exercise of a Nontandem Stock Appreciation Right shall entitle the grantee to receive from the Company that number of shares of Common Stock having an aggregate fair market value equal to (A) the excess of (i) the fair market value of one (1) share of Common Stock as of the date on which the Nontandem Stock Appreciation Right is exercised over (ii) the base price of the shares covered by the Nontandem Stock Appreciation Right, multiplied by (B) the number of shares of Common Stock covered by the Nontandem Stock Appreciation Right, or the portion thereof being exercised. Cash shall be delivered in lieu of any fractional shares.

~~8.5Settlement of Stock Appreciation Rights~~. As soon as is reasonably practicable after the exercise of a Stock Appreciation Right, the Company shall (i) issue, in the name of the grantee, stock certificates representing the total number of full shares of Common Stock to which the grantee is entitled pursuant to Section 8.3 or 8.4 hereof and cash in an amount equal to the fair market value, as of the date of exercise, of any resulting fractional shares, and (ii) if the Committee causes the Company to elect to settle all or part of its obligations arising out of the exercise of the Stock Appreciation Right in cash pursuant to Section 8.6, deliver to the grantee an amount in cash equal to the fair market value, as of the date of exercise, of the shares of Common Stock it would otherwise be obligated to deliver.

~~8.6Cash Settlement~~. The Committee, in its discretion, may cause the Company to settle all or any part of its obligation arising out of the exercise of a Stock Appreciation Right by the payment of cash in lieu of all or part of the shares of Common Stock it would otherwise be obligated to deliver in an amount equal to the fair market value of such shares on the date of exercise.

~~A-6~~

~~ARTICLE 9~~

~~NONTRANSFERABILITY OF OPTIONS AND STOCK APPRECIATION RIGHTS~~

No Option or Stock Appreciation Right may be transferred, assigned, pledged or hypothecated (whether by operation of law or otherwise), except as provided by will or the applicable laws of descent and distribution, and no Option or Stock Appreciation Right shall be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge hypothecation or other disposition of an Option or a Stock Appreciation Right not specifically permitted herein shall be null and void and without effect. An Option or Stock Appreciation Right may be exercised by grantee only during his or her lifetime, or following his or her death pursuant to Article 11.

~~ARTICLE 10~~

~~TERMINATION OF EMPLOYMENT~~

~~10.1Exercise after Termination of Employment~~. Except as the Committee may at any time provide, in the event that the employment of a grantee to whom an Option or Stock Appreciation Right has been granted under the Plan shall be terminated (for reasons other than death or total disability), such Option or Stock Appreciation Right may be exercised (to the extent that the grantee was entitled to do so on the date of the termination of his employment) at any time within three (3) months after such termination of employment.

~~10.2Total Disability~~. Adjusted

(In the event that a grantee to whom an Option or Stock Appreciation Right has been granted under the Plan shall become totally disabled, except as the Committee may at any time provide, such Option or Stock Appreciation Right may be exercised at any time during the first nine (9) months that the grantee receives benefits under the Long-Term Disability Plan (the “Disability Plan”) to the extent otherwise exercisable during such nine-month period. For purposes hereof, “total disability” shall have the definition set forth in the Disability Plan, which definition is hereby incorporated by reference.

~~ARTICLE 11~~

~~DEATH OF EMPLOYEE~~

If an Employee to whom an Option or Stock Appreciation Right has been granted under the Plan shall die while employed by the Company or one of its subsidiaries or within three (3) months after the termination of such employment, such Option or Stock Appreciation Right (whether or not then exercisable by its terms) shall become immediately exercisable in full by the Employee’s estate or by the person who acquires the right to exercise such Option or Stock Appreciation Right upon his or her death by bequest or inheritance. Such exercise may occur at any time within one (1) year after the date of the Employee’s death or such other period as the Committee may at any time provide, but in no case later than the date on which the Option or Stock Appreciation Right would otherwise terminate.

~~A-7~~

~~ARTICLE 12~~

~~RESTRICTED SHARES~~

~~12.1Grant of Restricted Shares. The Committee may from time to time cause the Company to grant Restricted Shares under the Plan to Employees, subject to such restrictions, conditions and other terms as the Committee may determine.~~

~~12.2Restrictions~~. (a) At the time a grant of Restricted Shares is made, the Committee shall establish a period of time (the “Restricted Period”) applicable to such Restricted Shares. Each grant of Restricted Shares may be subject to a different Restricted Period but except as set forth in subsection (b) hereof in no event shall Restricted Period be less than the minimum Restricted Period hereinafter set forth. The Committee may, in its sole discretion, at the time a grant is made, prescribe restrictions in addition to or other than the expiration of the Restricted Period, including the satisfaction of corporate or individual performance objectives which may be applicable to all or any portion of the Restricted Shares. Except as set forth in subsection (b) hereof, the minimum Restricted Period shall be three (3) years except in respect of Restricted Shares that are also subject to restrictions relating to the satisfaction of corporate or individual performance objectives, as to which the minimum Restricted Period shall be one (1) year.

(b) With respect to grants of Restricted Shares intended to qualify as performance-based compensation for purposes of Section 162(m) of the Code, upon the death of an Employee to whom Restricted Shares have been granted under the Plan, to the extent that the performance-based goals established in respect of such Restricted Shares have been satisfied for purposes of said Section 162(m), any other restrictions or conditions applicable to the Restricted Shares shall immediately terminate. Except as necessary to effect the termination of restrictions contemplated by the foregoing sentence, the Committee shall have no discretion to shorten or terminate the Restricted Period or waive any other restrictions applicable to all or a portion of any Restricted Shares intended to qualify as performance-based compensation for purposes of Section 162(m) of the Code. With respect to grants of Restricted Shares not intended to so qualify as performance-based compensation, upon the death of the holder of Restricted Shares, all restrictions or conditions applicable to the Restricted Shares shall immediately terminate; and upon the disability or retirement of the holder of Restricted Shares or as permitted under Section 17 hereof, the Committee may, in its sole discretion, shorten or terminate the Restricted Period or waive any other restrictions applicable to all or a portion of such Restricted Shares. None of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period or prior to the satisfaction of any other restrictions prescribed by the Committee with respect to such Restricted Shares.

~~12.3Restricted Stock Certificates~~. If the Committee deems it necessary or appropriate, the Company may issue, in the name of each Employee to whom Restricted Shares have been granted, stock certificates representing the total number of Restricted Shares granted to the Employee, provided that such certificates bear an appropriate legend or other restriction on transfer. If the Restricted Shares are certificated, the Secretary of the Company shall hold such certificates, properly endorsed for transfer, for the Employee’s benefit until such time as the Restricted Shares are forfeited to the Company, or the restrictions lapse.

~~12.4Rights of Holders of Restricted Shares~~. Except as determined by the Committee either at the time Restricted Shares are awarded or at any time thereafter prior to the lapse of the restrictions, holders of Restricted Shares shall not have the right to vote such shares or the right to receive any dividends with respect to such shares. All distributions, if any, received by an Employee with respect to Restricted Shares as a result of any stock~~split-up,~~ ~~stock distribution, a combination of shares, or other similar transaction shall be subject to the restrictions of this Article 12.~~

~~A-8~~

~~12.5Forfeiture of Restricted Shares~~. Except as the Committee may at any time provide, any Restricted Shares granted to an Employee pursuant to the Plan shall be forfeited if the Employee terminates employment with the Company or its subsidiaries prior to the expiration or termination of the Restricted Period and the satisfaction of any other conditions applicable to such Restricted Shares. Upon such forfeiture, the Secretary of the Company shall either cancel or retain in its treasury the Restricted Shares that are forfeited to the Company.

~~12.6Delivery of Restricted Shares~~. Upon the expiration or termination of the Restricted Period and the satisfaction of any other conditions prescribed by the Committee, the restrictions applicable to the Restricted Shares shall lapse and a stock certificate for the number of Restricted Shares with respect to which the restrictions have lapsed shall be delivered, free of all such restrictions, to the Employee or the Employee’s beneficiary or estate, as the case may be.

~~12.7Performance-Based Objectives~~. At the time of the grant of Restricted Shares to an Employee, and prior to the beginning of the performance period to which performance objectives relate, the Committee may establish performance objectives based on any one or more of the criteria set forth in Section 5.4 hereof. These factors shall have a minimum performance standard below which no payments will be made. These performance goals may be based on an analysis of historical performance and growth expectations for the business, financial results of other comparable businesses, and progress towards achieving the long-range strategic plan for the business. The performance objectives and determination of results shall be based entirely on financial measures.

~~12.8Compliance with Section~~ ~~162(m)~~. Any grants of Restricted Shares to Covered Employees intended to qualify as performance-based compensation for purposes of Section 162(m) of the Code must comply with the terms of Article 5 of this Plan.

~~ARTICLE 13~~

~~PERFORMANCE SHARES~~

~~13.1Award of Performance Shares~~. For each Performance Period (as defined in Section 13.2). Performance Shares may be granted under the Plan to such Employees of the Company and its subsidiaries as the Committee shall determine. Each Performance Share shall be deemed to be equivalent to one (1) share of Common Stock. Performance Shares granted to an Employee shall be credited to an account (a “Performance Share Account”) established and maintained for such Employee.

~~13.2Performance Period~~. “Performance Period” shall mean such period of time as shall be determined by the Committee in its sole discretion. Different Performance Periods may be established for different Employees receiving Performance Shares. Performance Periods may run consecutively or concurrently.

~~13.3Right to Payment of Performance Shares~~. With respect to each award of Performance Shares under this Plan, the Committee shall specify performance objectives (the “Performance Objectives”) which must be satisfied in order for the Employee to vest in the Performance Shares which have been awarded to him or her for the Performance Period. If the Performance Objectives established for an Employee for the Performance Period are partially but not fully met, the Committee may, nonetheless, in its sole discretion, determine that all or a portion of the Performance Units have vested. If the Performance Objectives for a Performance Period are exceeded, the Committee may, in its sole discretion, grant additional, fully vested Performance Shares to the Employee. The Committee may also determine, in its sole discretion, that Performance Units awarded to an Employee shall become partially or fully vested upon the Employee’s death, total disability (as defined in Article 10) or retirement, or upon the termination of the Employee’s employment prior to the end of the Performance Period. However, if any award hereunder is intended to qualify as performance-based for purposes of Section 162(m) of the Code, the Committee shall not exercise any discretion to increase the payment under such award except to the extent permitted by Section 162(m) and the regulations thereunder.

~~A-9~~

~~13.4Payment for Performance Shares~~. As soon as practicable following the end of a Performance Period, the Committee shall determine whether the Performance Objectives for the Performance Period have been achieved (or partially achieved to the extent necessary to permit partial vesting at the discretion of the Committee pursuant to Section 13.3). If the Performance Objectives for the Performance Period have been exceeded, the Committee shall determine whether additional Performance Shares shall be granted to the Employee pursuant to Section 13.3. As soon as reasonably practicable after such determinations, or at such later date as the Committee shall determine at the time of grant, the Company shall pay to the Employee an amount with respect to each vested Performance Share equal to the fair market value of a share of Common Stock on such payment date or, if the Committee shall so specify at the time of grant, an amount equal to (i) the fair market value of a share of Common Stock on the payment date less (ii) the fair market value of a share of Common Stock on the date of grant of the Performance Share. Payment shall be made entirely in cash, entirely in Common Stock (including Restricted Shares) or in such combination of cash and Common Stock as the Committee shall determine.

~~13.5Voting and Dividend Rights~~. No Employee shall be entitled to any voting rights, to receive any dividends, or to have his or her Performance Share Account credited or increased as a result of any dividends or other distribution with respect to Common Stock. Notwithstanding the foregoing, within sixty (60) days after the date of payment of a dividend by the Company on its shares of Common Stock, the Committee, in its discretion, may credit an Employee’s Performance Share Account with additional Performance Shares having an aggregate fair market value equal to the dividend per share paid on the Common Stock multiplied by the number of Performance Shares credited to his or her account at the time the dividend was declared.

~~13.6Compliance with Section~~ ~~162(m)~~. Any grants of Performance Shares to Covered Employees intended to qualify as performance-based compensation for purposes of Section 162(m) of the Code must comply with the terms of Article 5 of this Plan.

~~ARTICLE 14~~

~~PERFORMANCE UNITS~~

~~14.1Award of Performance Units~~. For each Performance Period (as defined in Section 13.2), Performance Units may be granted under the Plan to such Employees of the Company and its subsidiaries as the Committee shall determine. The award agreement covering such Performance Units shall specify a value for each Performance Unit or shall set forth a formula for determining the value of each Performance Unit at the time of payment (the “Ending Value”). If necessary to make the calculation of the amount to be paid to the Employee pursuant to Section 14.3, the Committee shall also state in the award agreement the initial value of each Performance Unit (the “Initial Value”). Performance Units granted to an Employee shall be credited to an account (a “Performance Unit Account”) established and maintained for such Employee.

~~14.2Right to Payment of Performance Units~~. With respect to each award of Performance Units under this Plan, the Committee shall specify performance objectives (the “Performance Objectives”) which must be satisfied in order for the Employee to vest in the Performance Units which have been awarded to him or her for the Performance Period. If the Performance Objectives established for an Employee for the Performance Period are partially but not fully met, the Committee may, nonetheless, in

~~A-10~~

its sole discretion, determine that all or a portion of the award has vested. If the Performance Objectives for a Performance Period are exceeded, the Committee may, in its sole discretion, grant additional, fully vested Performance Units to the Employee. The Committee may also determine, in its sole discretion, that awards granted to an Employee shall become partially or fully vested upon the Employee’s death, total disability (as defined in Article 10) or retirement, or upon the termination of the Employee’s employment prior to the end of the Performance Period. However, if any award hereunder is intended to qualify as performance-based for purposes of Section 162(m) of the Code, the Committee shall not exercise any discretion to increase the payment under such award except to the extent permitted by Section 162(m) and the regulations thereunder.

~~14.3Payment for Performance Units~~. As soon as practicable following the end of a Performance Period, the Committee shall determine whether the Performance Objectives for the Performance Period have been achieved (or partially achieved to the extent necessary to permit partial vesting at the discretion of the Committee pursuant to Section 14.2). If the Performance Objectives for the Performance Period have been exceeded, the Committee shall determine whether additional Performance Units shall be granted to the Employee pursuant to Section 14.2. As soon as reasonably practicable after such determinations, or at such later date as the Committee shall determine, the Company shall pay to the Employee an amount with respect to each vested Performance Unit equal to the Ending Value of the Performance Unit or, if the Committee shall so specify at the time of grant, an amount equal to (i) the Ending Value of the Performance Unit less (ii) the Initial Value of the Performance Unit. Payment shall be made entirely in cash, entirely in Common Stock (including Restricted Shares) or in such combination of cash and Common Stock as the Committee shall determine.

~~14.4Compliance with Section~~ ~~162(m)~~. Any grants of Performance Units to Covered Employees intended to qualify as performance-based compensation for purposes of Section 162(m) of the Code must comply with the terms of Article 5 of this Plan.

~~ARTICLE 15~~

~~UNRESTRICTED SHARES~~

~~15.1Award of Unrestricted Shares~~. The Committee may cause the Company to grant Unrestricted Shares to Employees at such time or times, in such amounts and for such reasons as the Committee, in its sole discretion, shall determine. Except as required by applicable law, no payment shall be required for Unrestricted Shares.

~~15.2Delivery of Unrestricted Shares~~. The Company shall issue, in the name of each Employee to whom Unrestricted Shares have been granted, stock certificates representing the total number of Unrestricted Shares granted to the Employee, and shall deliver such certificates to the Employee as soon as reasonably practicable after the date of grant or on such later date as the Committee shall determine at the time of grant.

~~ARTICLE 16~~

~~ADJUSTMENT UPON CHANGES IN CAPITALIZATION~~

Notwithstanding any other provision of the Plan, the Committee may at any time make or provide for such adjustments to the Plan, to the number and class of shares available thereunder or to any outstanding Options, Stock Appreciation Rights, Restricted Shares or Performance Shares as it shall deem appropriate to prevent dilution or enlargement of rights, including adjustments in the event of changes in the number of shares of outstanding Common Stock by reason of stock dividends,~~split-ups,~~ ~~recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, liquidations and the like.~~

~~A-11~~

~~ARTICLE 17~~

~~AMENDMENT AND TERMINATION~~

The Board may suspend, terminate, modify or amend the Plan, provided that any amendment that would (i) materially increase the aggregate number of shares which may be issued under the Plan, (ii) materially modify the requirements as to eligibility for participation in the Plan or (iii) reduce the exercise price of Options previously granted under the Plan shall be subject to the approval of the Company’s stockholders, except that any such increase, modification or reduction that may result from adjustments authorized by Article 16 does not require such approval. If the Plan is terminated, the terms of the Plan shall, notwithstanding such termination, continue to apply to awards granted prior to such termination. No suspension, termination, modification or amendment of the Plan may, without the consent of the Employee to whom an award shall theretofore have been granted, adversely affect the rights of such Employee under such award.

~~ARTICLE 18~~

~~WRITTEN AGREEMENT~~

Each award of Options, Stock Appreciation Rights, Restricted Shares, Performance Shares, Performance Units, and Unrestricted Shares shall be evidenced by a written agreement, executed by the Employee and the Company, and containing such restrictions, terms and conditions, if any, as the Committee may require. In the event of any conflict between a written agreement and the Plan, the terms of the Plan shall govern.

~~ARTICLE 19~~

~~MISCELLANEOUS PROVISIONS~~

~~19.1Fair Market Value~~. “Fair market value” for purposes of this Plan, shall be the closing price of the Common Stock as reported on the principal exchange on which the shares are listed for the date on which the grant, exercise or other transaction occurs, or if there were no sales on such date, the most recent prior date on which there were sales.

~~19.2Tax Withholding~~. The Company shall have the right to require Employees or their beneficiaries or legal representatives to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements, or to deduct from all payments under this Plan, amounts sufficient to satisfy all withholding tax requirements. Whenever payments under the Plan are to be made to an Employee in cash, such payments shall be net of any amounts sufficient to satisfy all federal, state and local withholding tax requirements. The Committee may, in its discretion, permit an Employee to satisfy his or her tax withholding obligation either by (i) surrendering shares owned by the Employee or (ii) having the Company withhold from shares otherwise deliverable to the Employee. Shares surrendered or withheld shall be valued at their fair market value as of the date on which income is required to be recognized for income tax purposes. In the case of an award of Incentive Stock Options, the foregoing right shall be deemed to be provided to the Employee at the time of such award.

~~A-12~~

~~19.3Compliance With Section~~ ~~16(b)~~. In the case of Employees who are or may be subject to Section 16 of the Act, it is the intent of the Company that any award granted hereunder satisfy and be interpreted in a manner that satisfies the applicable requirements of Rule~~16b-3,~~ ~~so that such persons will be entitled to the benefits of Rule16b-3~~ or other exemptive rules under Section 16 of the Act and will not be subjected to liability thereunder. If any provision of the Plan or any award would otherwise conflict with the intent expressed herein, that provision, to the extent possible, shall be interpreted and deemed amended so as to avoid such conflict. To the extent of any remaining irreconcilable conflict with such intent, such provision shall be deemed void as applicable to Employees who are or may be subject to Section 16 of the Act.

~~19.4Forfeiture; Recoupment~~. The Committee reserves the right to cause a forfeiture of the gain realized by the Employee with respect to an award granted thereunder on account of actions taken by, or failed to be taken by, such Employee in violation or breach of or in conflict with any (a) employment agreement, (b) confidentiality obligation with respect to the Company,~~(c) non-competition~~ agreement, (d) agreement prohibiting solicitation of employees or customers of the Company or any subsidiary, (e) Company policy or procedure, (f) other agreement, or (g) any other obligation of such Employee to the Company, as and to the extent specified in such agreement. The Committee may annul an outstanding award if the Employee thereof is terminated for cause. Any award granted pursuant to the Plan shall be subject to mandatory repayment by the Employee to the Company to the extent the Employee is, or in the future becomes, subject to (a) any Company “clawback” or recoupment policy that is adopted to comply with the requirements of any applicable law, rule or regulation, or (b) any law, rule or regulation which imposes mandatory recoupment under circumstances set forth in such law, rule or regulation.

~~19.5Successors~~. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and businesses of the Company. In the event of any of the foregoing, the Committee may, at its discretion prior to the consummation of the transaction, cancel, offer to purchase, exchange, adjust or modify any outstanding awards, at such time and in such manner as the Committee deems appropriate and in accordance with applicable law.

~~19.6General Creditor Status~~. Employees shall have no right, title, or interest whatsoever in or to any investments which the Company may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Employee or beneficiary or legal representative of such Employee. To the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan.

~~19.7No Right to Employment~~. Nothing in the Plan or in any written agreement entered into pursuant to Article 18, nor the grant of any award, shall confer upon any Employee any right to continue in the employ of the Company or a subsidiary or to be entitled to any remuneration or benefits not set forth in the Plan or such written agreement or interfere with or limit the right of the Company or a subsidiary to modify the terms of or terminate such Employee’s employment at any time.

~~19.8Notices~~. Notices required or permitted to be made under the Plan shall be sufficiently made if sent by registered or certified mail addressed (a) to the Employee at the Employee’s address as set forth in the books and records of the Company or its subsidiaries, or (b) to the Company or the Committee at the principal office of the Company.

~~A-13~~

~~19.9Severability~~. In the event that any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

~~19.10Governing Law. To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Arkansas.~~

~~19.11Term of Plan~~. Unless earlier terminated pursuant to Article 17 hereof, the Plan shall terminate on the earlier of the tenth (10th) anniversary of the date of adoption of the Plan by the Board or February 27, 2022 (the “Termination Date”).

~~A-14~~

~~AMENDMENT~~

TO

~~HOME BANCSHARES, INC.~~

~~AMENDED AND RESTATED~~

~~2006 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN~~

~~Section 6.4 of the Amended and Restated 2006 Stock Option and Performance Incentive Plan is hereby amended to read in its entirety as follows:~~

6.4 Exercise of Options. An Option may be exercised, in whole or in part, at such time or times as the Committee shall determine. The Committee may, in its discretion, accelerate the exercisability of any Option at any time. Options may be exercised by an Employee by giving written notice to the Committee stating the number of shares of Common Stock with respect to which the Option is being exercised and tendering payment therefor. Payment for the Common Stock issuable upon exercise of the Option shall be made in full (a) in cash, (b) by certified check, (c) if the Committee, in its sole discretion, permits (i) in shares of Common Stock (valued at fair market value on the date of exercise and which shall have been held for more than 6 months) or (ii) pursuant to a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise by the largest whole number of shares with a fair market value that does not exceed the aggregate option price; provided, however, that the Company shall accept a cash or other payment from the Employee to the extent of any remaining balance of the aggregate option price not satisfied by such reduction in the number of whole shares to be issued, or (d) by a combination of the foregoing methods. As soon as reasonably practicable following such exercise, a certificate representing the shares of Common Stock purchased, registered in the name of the Employee, shall be delivered to the Employee.

~~APPROVED by the Board of Directors of Home BancShares, Inc. at the special meeting duly called and held June 15, 2015.~~

thousands)


	12/31/2023
~~/s/ Holly McKenna~~ GAAP net income available to common shareholders (A)	$	392,929
Pre-tax adjustments
FDIC special assessment	12,983
BOLI death benefits	(3,117)
Merger and acquisition expenses	—
Initial provision for credit losses - acquisition	—
Fair value adjustment for marketable securities	1,094
Special dividend from equity investment	—
TRUPS redemption fees	—
Special lawsuit settlement, net of expense	—
Recoveries on historic losses	(3,461)
Hurricane expense	—
Total pre-tax adjustments	7,499
Tax-effect of adjustments	1,959
Total adjustments after-tax (B)	5,540
Earnings, as adjusted (C)	398,469

Average diluted shares outstanding (D)	202,773

GAAP diluted earnings per share: (A/D)	$	1.94
Adjustments after-tax: (B/D)	0.03
Diluted earnings per common share, as adjusted: (C/D)	$	1.97

Table 1: Return on Average Assets, As Adjusted

(In thousands)


	12/31/2023
~~Secretary~~Return on average assets: (A/C)	1.77	%
Return on average assets, as adjusted: (ROA, as adjusted) ((A+B)/C)	1.79	%

GAAP net income available to common shareholders (A)	392,929
Adjustments after-tax (B)	5,540
Average assets (C)	22,217,910

~~A-15~~

~~AMENDMENT~~

TO

~~HOME BANCSHARES, INC.~~

~~AMENDED AND RESTATED~~

~~2006 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN~~

~~The first sentence of Section 2.2 of the Home BancShares, Inc. Amended and Restated 2006 Stock Option and Performance Incentive Plan is hereby amended to read in its entirety as follows:~~

~~2.2Maximum Shares Available~~. The maximum aggregate number of shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), available for award as Options, Stock Appreciation Rights, Restricted Shares, Performance Shares, Performance Units and Unrestricted Shares under the Plan, is 5,644,000, all of which are subject to adjustment pursuant to Article 16.

APPROVED by the Board of Directors of Home BancShares, Inc. at the regular meeting duly called and held January 15, 2016, and by the shareholders of Home BancShares, Inc. at the 2016 annual meeting of shareholders duly called and held on April 21, 2016.


~~/s/ Holly McKenna~~
~~Secretary~~

~~A-16~~

~~AMENDMENT~~

TO

~~HOME BANCSHARES, INC.~~

~~AMENDED AND RESTATED~~

~~2006 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN~~

The first sentence of Section 2.2 of the Home BancShares, Inc. Amended and Restated 2006 Stock Option and Performance Incentive Plan, as amended (the “Plan”), is hereby amended to read in its entirety as follows:

~~2.2Maximum Shares Available~~. The maximum aggregate number of shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), available for award as Options, Stock Appreciation Rights, Restricted Shares, Performance Shares, Performance Units and Unrestricted Shares under the Plan, is 13,288,000, all of which are subject to adjustment pursuant to Article 16.

~~In addition, the parenthetical at the end of Section 2.3 of the Plan is hereby amended to delete the number “2,322,000” and insert in its place the number “13,288,000”.~~

APPROVED by the Board of Directors of Home BancShares, Inc. at a special meeting duly called and held on February 22, 2018, subject to the approval of the shareholders of Home BancShares, Inc. at the 2018 annual meeting of shareholders.

~~/s/ Holly McKenna~~

~~Secretary~~

~~A-17~~

A-1




		~~Electronic Voting Instructions~~
		~~Available 24 hours a day, 7 days a week!~~
		~~Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.~~
		~~VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.~~
		~~Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Daylight Time, on April 19, 2018.~~
			~~Vote by Internet~~
			~~• Go to~~ ~~www.envisionreports.com/HOMB~~
			~~• Or scan the QR code with your smartphone~~
			~~• Follow the steps outlined on the secure website~~
		~~Vote by telephone~~
		~~• Call toll free 1-800-652-VOTE (8683) within the USA, US territories &~~
		~~Canada on a touch tone telephone~~
		~~• Follow the instructions provided by the recorded message~~
~~Using a~~~~black ink~~~~pen, mark your votes with an~~X~~as shown in this example. Please do not write outside the designated areas.~~	☒

www.homebancshares.com

q ~~IF YOU HAVE NOT VOTED VIA THE INTERNET~~OR ~~TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~ q

A

~~Proposals —~~

~~The Board of Directors recommends a voteFOR~~ ~~all the nominees listed,FOR~~ ~~Proposals 2, 4~~

~~and 5, and1 YEARon Proposal 3.~~

1.

~~Election of Directors:~~

~~For~~

~~Withhold~~

~~For~~

~~Withhold~~

~~For~~

~~Withhold~~

+

~~01 - John W. Allison~~

☐

~~02 - C. Randall Sims~~

☐

~~03 - Brian S. Davis~~

☐

~~04 - Milburn Adams~~

☐

~~05 - Robert H. Adcock, Jr.~~

☐

~~06 - Richard H. Ashley~~

☐

~~07 - Mike D. Beebe~~

☐

~~08 - Jack E. Engelkes~~

☐

~~09 - Tracy M. French~~

☐

~~10 - Karen E. Garrett~~

☐

~~11 - James G. Hinkle~~

☐

~~12 - Alex R. Lieblong~~

☐

~~13 - Thomas J. Longe~~

☐

~~14 - Jim Rankin, Jr.~~

For

Against
Abstain

1 Year

2 Years
3 Years Abstain
2. Advisory (non-binding) vote approving the Company’s executive compensation.

☐

☐

☐

3.

Advisory (non-binding) vote determining the frequency of advisory votes on the Company’s executive compensation.

☐

☐

☐

☐

For

Against
Abstain
4. Approval of an amendment to the Company’s Amended and Restated 2006 Stock Option and Performance Incentive Plan, as amended, to increase the number of shares reserved for issuance under such plan to 13,288,000.

☐

☐

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

☐

☐

☐

6.

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

B

~~Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign~~

~~Below~~

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.


~~Date (mm/dd/yyyy) — Please print date below.~~		~~Signature 1 — Please keep signature within the box.~~				~~Signature 2 — Please keep signature within the box.~~


//

~~IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIAL FOR THE ANNUAL MEETING TO BE HELD ON APRIL 19, 2018:~~

~~The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.envisionreports.com/HOMB~~

q ~~IF YOU HAVE NOT VOTED VIA THE INTERNET~~OR ~~TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~ q

C

~~Non-Voting Items~~

~~Change of Address —~~~~Please print new address below.~~

∎

~~IF VOTING BY MAIL, YOUMUST~~ ~~COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.~~

+


			(2)			Form, Schedule or Registration Statement No.:

			(3)Filing Party:

			(4)Date Filed:


The Annual Meeting

Date:			April 18, 2024

Time:			10:00 a.m. CST

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

Record Date:			February 16, 2024

Number Shares Outstanding and Entitled to Vote:			201,136,052


Voting Matters and Board Recommendations

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.	üFOR each nominee	11
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.	üFOR	61
Proposal 3.	Advisory (Non-Binding) Vote on Frequency of Shareholder Votes on Executive Compensation. To approve, on an advisory (non-binding) basis, every 1 year as the frequency for future shareholder advisory votes on the Company’s compensation of its named executive officers.	ü1 YEAR	62
Proposal 4.	Ratification of Appointment of Independent Registered Public Accountants. To ratify the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for the next fiscal year.	üFOR	63





l	Female	(69%)
l	Male	(31%)


62% of leadership positions are held by women



l	>20	(2%)
l	20-29	(25%)
l	30-39	(20%)
l	40-49	(21%)
l	50-59	(17%)
l	60+	(15%)

☐
Filed by the Registrant x			Filed by a Party other than the Registrant o

☐
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

x			No fee required.

☐
o			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


			(1)			Title of each class of securities to which the transaction applies:


			(2)			Aggregate number of securities to which the transaction applies:


			(3)			Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

☐
o			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.

	~~(3)~~	~~Filing Party:~~
			Notice of Annual Meeting of Shareholders

☐
o			Definitive Additional Materials


			(1)			Amount Previously Paid:


Table of Contents


1	Proxy Summary

7	About the Annual Meeting

11	Proposal One – Election of Directors
	11	Directors and Executive Officers of the Company
	12	Nominees for Director
	17	Executive Officers

19	Corporate Governance
	19	Duties of the Board
	19	Corporate Governance Guidelines and Policies
	19	Director Independence
	19	Board Structure and Role in Risk Oversight
	20	Code of Ethics
	20	Derivative Trading and Hedging

21	Board Meetings and Committees of the Board
	21	Committees of the Board
	21	Audit and Risk Committee
	22	Compensation and Leadership Devel opment Committee
	23	Nominating and Corporate Governance Committee
	25	Asset/Liability Committee

26	Director Compensation
	26	Director Compensation Table

28	Certain Relationships and Related Transactions

29	Delinquent Section 16(a) Reports

30	Principal Shareholders of the Company

32	Compensation Discussion and Analysis
	32	Named Executive Officers for 202 3
	32	2023 Performance Highlights
	33	Executive Compensation Highlights
	34	Compensation Philosophy
	34	Chairman & CEO Compensation History and Philosophy


	35	Consideration of Shareholder Advisory "Say-on-Pay" Vote
	35	Aligning Executive Compensation with Metrics that Drive Shareholder Value
	36	Compensation Committee Role and Decision-Making Process
	37	Components of Compensation

45	Report of the Compensation Committee of the Board of Directors

46	Executive Compensation
	46	Summary Compensation Table
	47	Employment Agreements
	48	Stock Awards and Stock Option Grants
	51	Option Exercises and Stock Awards Vested in 2023
	51	Pension and Other Benefits
	51	Nonqualified Deferred Compensation
	52	Payments Upon Termination or Change-In-Control
	55	Compensation Risk Assessment
	56	CEO Pay Ratio
	57	Pay versus Performance

61	Proposal Two – Advisory (Non-Binding) Vote Approving Executive Compensation

62	Proposal Three – Advisory (Non-Binding) Vote on Freque ncy of Shareholder Votes on Executive Compensation

63	Proposal Four – Ratification of Appointment of Independent Registered Public Accounting Firm

64	Report of the Audit Committee of the Board of Directors

65	Audit and Non-Audit Fees

66	Submission of Shareholder Proposals

66	Where You Can Find More Information

A-1	Appendix A


If My Shares Are Held By a Broker or Nominee, Do I Need to Instruct the Broker or Nominee How to Vote My Shares?


			9			•				*~~FOR~~* ~~the election of the nominated slate of directors (see pages6-35).~~ www.homebancshares.com

	*~~FOR~~*
What Other Business May Be Brought Before the ~~approval, on an advisory(non-binding)~~ ~~basis, of the Company’s compensation of its named executive officers (see page 36).~~Meeting?


What Should I Do If I Receive More Than One Set Of Voting Materials?


JOHN W. ALLISON AGE: 77 DIRECTOR SINCE: 1998 COMMITTEES: Asset/Liability Committee			EXPERIENCE John W. Allison				~~Director Since~~ is the co-founder and has been the Executive 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 40 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.
~~C. Randall Sims~~						~~Director Since 1998~~


BRIAN S. DAVIS AGE: 58 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 ~~Since 2015~~

		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 with more than 30 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.


MILBURN ADAMS AGE: 80 DIRECTOR SINCE: 2011 COMMITTEES: Audit and Risk Committee and Compensation and Leadership Development 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 and Leadership Development 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 ~~Since 2011~~

	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 20 years of service on the board of our bank subsidiary.
~~Robert~~
ROBERT H. ~~Adcock, Jr.~~		~~Director~~ ADCOCK, JR. AGE: 75 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.
~~Richard H. Ashley~~						~~Director Since 2004~~


MIKE D. BEEBE AGE: 77 DIRECTOR SINCE: 2016 COMMITTEES: Compensation and Leadership Development Committee (Chair) and Asset/Liability Committee			EXPERIENCE Mike D. Beebe				~~Director Since 2016~~

		has served as a director of Home BancShares since 2016. He is currently the Chairman of the Compensation and Leadership Development 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 previously served as 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. Mr. 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.


JACK E. ENGELKES AGE: 74 DIRECTOR SINCE: 2004 COMMITTEES: Audit and Risk Committee (Chair) and Compensation and Leadership Development Committee			EXPERIENCE Jack E. Engelkes				~~Director Since~~ has served as Vice Chairman of Home BancShares since 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 and Leadership Development 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: 62 DIRECTOR SINCE: 2015 COMMITTEES: Asset/Liability Committee		EXPERIENCE Tracy M. French	~~Director Since~~ 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.

KAREN E. GARRETT AGE: 51 DIRECTOR SINCE: 2017 COMMITTEES: Audit and Risk Committee and Asset/Liability Committee		EXPERIENCE Karen E. Garrett	~~Director Since April 2017~~


J. PAT HICKMAN AGE: 71 DIRECTOR SINCE: 2022 COMMITTEES: Audit and Risk Committee	EXPERIENCE J. Pat Hickman was appointed as a director of Home BancShares, Inc. and a member of its Audit and Risk Committee in April 2022, following the acquisition of Happy Bancshares, Inc. He was the founding CEO, President and Chairman of the Board of Happy Bancshares, Inc. and served in the capacity of Chairman and Chief Executive Officer of Happy State Bank for 30 years. Born and reared in Canyon, Texas, Mr. Hickman has 48 years of banking experience. He currently serves on the Texas Tech Foundation board. He was appointed by Texas Governor Greg Abbott to the Texas Economic Development Corporation from 2019-2022, serving as its Treasurer. He also serves on the Executive Committee of the Texas Tech University Rawls College of Business Excellence in Banking program. Mr. Hickman currently serves as the Chairman of the Cultural Foundation of the Texas Panhandle and the Board of Directors of the Panhandle-Plains Historical Museum. He has served on the boards of several civic and volunteer organizations including the Canyon Independent School District Board of Trustees (1990-1999) and Co-Chairman for the Amarillo-Canyon United Way Campaign. Mr. Hickman also served on the Board of Directors of the Independent Bankers Association of Texas (as Chairman in 2003-2004), the Texas Banking Commissioner’s Council and Amarillo Community Prayer Breakfast. SKILLS & EXPERTISE Mr. Hickman has 48 years of banking and executive management experience. Through his service as an officer and director of former Happy State Bank and Happy Bancshares, Inc., he has substantial familiarity with the Company’s operational footprint in Texas.

JAMES G. HINKLE AGE: 75 DIRECTOR SINCE: 2005 COMMITTEES: Nominating and Corporate Governance Committee and Audit and Risk Committee	EXPERIENCE James G. Hinkle	~~Director Since~~ 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 40 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

~~Proxy — HOME BANCSHARES, INC.~~

~~719 Harkrider Street, Suite 100~~
~~Conway, Arkansas 72032~~
~~(501) 339-2929~~
~~www.homebancshares.com~~
~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 19, 2018~~
The undersigned constitutes and appoints Brian S. Davis and Jennifer C. Floyd or either of them, proxies for the undersigned, with full power of substitution, to represent the undersigned and to vote all of the shares of common stock of Home BancShares, Inc. which the undersigned is entitled to vote at the Annual Meeting of shareholders of the Company to be held on April 19, 2018, at 6:30 p.m. (CDT) at the Statehouse Convention Center, located at 101 E. Markham Street, Little Rock, Arkansas, for the purposes stated on the reverse side.
~~This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTEDFOR~~ ~~ALL DIRECTOR NOMINEES LISTED,FOR~~ ~~PROPOSALS 2, 4 AND 5, AND1 YEAR~~ ~~ON PROPOSAL 3.~~
~~YOUR VOTE IS IMPORTANT~~
~~PLEASE COMPLETE, DATE AND SIGN YOUR PROXY AND RETURN IT WITHOUT DELAY~~