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Home BancShares Vote on Pay Signals Dissatisfaction

2 min read

Several changes at Conway’s Home BancShares Inc. (NASDAQ: HOMB) followed a rumble of dissatisfaction from shareholders at its annual meeting on April 16.

Johnny Allison, chairman, president and CEO of the $15.5 billion-asset bank holding company, announced he is voluntarily reducing his current annual base salary from $500,000 to $400,000.

The self-inflicted 20% cut was in response to an advisory “say-on-pay” vote against the company’s compensation of its named executive officers. The nonbinding vote was split among 62.3 million “no” versus 52.9 million “yes” with more than 5.4 million abstaining.

In disclosing the aftermath of the say-on-pay vote, Home BancShares noted that it “takes this input from our shareholders very seriously, and the compensation committee of the board intends to undertake an evaluation of the company’s executive compensation program in light of the results of this vote.”

Allison, the 73-year-old founding force of Home BancShares, is far and away the highest compensated of the five current executive officers.

His overall 2019 compensation to-taled more than $4.4 million. Most of that was in the form of restricted stock awards valued at $2.7 million.

His $500,000 bonus pay during the year was nearly twice that of the next highest bonus awarded to an executive at the company.

Other forms of compensation for Allison totaled $660,144. The three biggest contributors to that figure are in-come realized from a supplemental retirement plan, $250,000; income realized from restricted stock dividends, $197,625; and committee fees, $91,825.

According to the most recent securities filings, Allison owns a 4.1% stake in the company. Those holdings are worth more than $104 million based on a recent stock price of $15.22 per share.

Other Changes

In addition to the say-on-pay vote aftermath, Home BancShares also announced that two longtime directors realigned their committee duties.

Alex Lieblong, a director since 2003, resigned as chairman of the nominating and corporate governance committee but remained a member of the committee.

Robert “Bunny” Adcock, who co-founded the company in 1998 with Allison, resigned from both the nominating committee and the audit and risk committee.

The timing of changes follows Lieblong and Adcock garnering the highest tally of withheld votes among the 14-member Home BancShares board of directors at the company’s annual meeting.

Withheld votes are viewed as a registration of shareholder dissatisfaction with a board nominee.

Stockholders withheld voting more than 39 million shares for Adcock and more than 35 million shares for Lieblong. Both were reelected to the board of directors with votes of more than 81 million shares for Adcock and more than 86 million shares for Lieblong.

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