SIMMONS FIRST NATIONAL CORP

The Company takes shareholder feedback on its compensation programs very seriously. The Company appreciates that approximately 95% of shares that voted on the Company’s “say-on-pay” proposal at the 2023 Annual Meeting of Shareholders approved the 2022 compensation of the named executive officers, as disclosed in the 2023 proxy statement, and the Compensation Committee views this as an indication that the Company has been generally effective in implementing its compensation philosophy and objectives. Nevertheless, the Compensation Committee recognizes that executive pay practices and governance continue to evolve, and the Compensation Committee is committed to continually evaluating the Company’s practices in this area, including through the use of advisors, to help ensure that they support the Company’s overall strategic goals.

The four primary components of the Company’s executive compensation program are:

• base salary and bonus,

• non-equity incentives,

• equity incentives, and

• benefits.

1. Base Salary and Bonus

Base salary is designed to provide competitive levels of compensation to executives based upon their experience, duties, and scope of responsibility. The Company pays base salaries because it provides a basic level of compensation and is necessary to recruit and retain executives. The Company may use annual base salary adjustments to reflect an individual’s performance or changed responsibilities and to offset cost of living increases. Base salary levels are also used as a benchmark for the amount of incentive compensation opportunity provided to an executive. For example, participation in the cash incentive plan (“CIP”) is set within a range of base salary based upon the executive’s scope of responsibility and the executive’s performance.

As discussed above, the Company’s executive compensation program emphasizes targeting the total amount of compensation to peer group practices with a mix of compensation, including a significant component of incentive compensation. At lower executive levels, base salaries represent a larger proportion of total compensation; but at senior executive levels, total compensation contains a larger component of incentive compensation opportunities.

In certain years, the Company has issued one-time, discretionary bonuses in special situations, such as in connection with onboarding a new (or promoting an existing) executive or certain mergers and acquisitions. While the Company does not have a practice of routinely utilizing discretionary bonuses as a significant part of the executive compensation program, the Company does believe that such compensation may be appropriate in special situations, such as the Company’s successful merger and acquisition activities. In addition, in recent years, competition among financial institutions for key personnel has increased, and, in the Company’s experience, one-time bonuses can be an important and effective tool for recruiting and retaining key personnel who may have other employment opportunities. As a result, the Committee continues to believe the Company should be able to award one-time bonuses where special circumstances warrant and further believes that such use of these types of bonuses is consistent with the practices of many of the Company’s peers (and, again, is important to maintaining competitive pay practices at the Company). During 2023, the Company issued a cash signing bonus in the amount of $225,000 to C. Daniel Hobbs, the Company’s chief financial officer, in connection with his hiring.

2. Non-Equity Incentives

The Company uses the CIP as a short-term incentive to encourage achievement of its annual performance goals. The CIP focuses on the achievement of annual financial and operating goals. The CIP is designed to:

• support strategic business objectives,

• promote the attainment of specific financial and operating goals for the Company and the executive,

• reward achievement of specific performance objectives, and

• encourage teamwork.

The CIP is designed to provide executives with market competitive compensation based upon their scope of responsibility. The size of an executive’s CIP award is influenced by these factors, market practices, Company performance, and individual performance. The Compensation Committee generally sets the annual CIP award for an executive to provide an incentive at the market median for expected levels of performance. All of the named executive officers (except Messrs. Makris, Jr., Reddin, and Hobbs) participated in the CIP in 2023. Awards earned under the CIP are contingent upon employment with the Company through the end of the applicable performance period, except for payments made in the event of death, retirement, or disability.

The ultimate amount paid to an executive under the CIP is a function of four variables:

• the executive’s target award;

• the metrics (and their associated goals) set for the Company;

• the payout amounts established by the Compensation Committee which generally correspond to Threshold, Target, and Maximum levels of performance; and

• the Compensation Committee’s determination of the extent to which the goals were met and its exercise of any discretionary adjustments.

For 2023, company-wide adjusted pre-provision net revenue (“PPNR”) and adjusted efficiency ratio (“ER”) were approved as the performance metrics for the CIP for Messrs. Fehlman, Brogdon, Makris III, and Massanelli. For Mr. Rawls, PPNR, as well as commercial loan asset quality factors (“AQ Factors”), were approved as the performance metrics for the CIP for 2023. The Committee developed corresponding threshold, target, and maximum performance levels for the PPNR and ER metrics. The Committee also set target annual incentive opportunities for each participating named executive officer, measured as a percentage of base salary. Threshold and maximum payout opportunities, at 50% and 200% of target, were established for the PPNR and ER metrics. No portion of the annual incentive payout was guaranteed. If threshold PPNR or threshold ER performance levels were not achieved, no payouts would be made under the CIP for that plan metric. Additionally, for Mr. Rawls, the AQ Factors were

deemed to be “make or miss,” with a set payout for performance that met or exceeded the target goal and no payout if performance did not meet the target goal. To incent CIP participants to make decisions that have positive long-term impact on the Company, even at the expense of short-term results, and to prevent unusual gains and losses from having too great an impact on plan payouts, the Compensation Committee retained discretion to exclude items impacting comparability from company-wide results and adjust actual results for specific items that occurred during the plan year. In addition, the final payouts for certain officers were eligible for negative adjustments based on the actual expenses incurred by their respective departments as compared to budgeted amounts, and the final payouts for all participating named executive officers (except Mr. Rawls) were eligible for negative adjustments based on certain company-wide asset quality metrics. Further, the Compensation Committee reserved the right to adjust the amount payable under the CIP in accordance with any standard or on any other basis as the Compensation Committee may determine. The 2023 CIP design was generally consistent with the design used in 2022.

The Compensation Committee generally sets the performance measures in the first half of each year based on management’s confidential business plan and budget for the coming year, which typically includes planned revenue growth, cost management and profit goals. The Committee also sets threshold, target, and maximum performance levels where applicable. Maximum performance levels reflect ambitious goals which can only be attained when business results are exceptional. Threshold performance levels for the components are usually set based on an analysis of the budget for the coming year or as a percentage of target.

The Compensation Committee also assesses actual performance relative to pre-set levels and, in doing so, determines the amount of any final award payment. In determining final awards and in evaluating performance, the Committee considers adjustments to GAAP net income and other corporate performance measures for unplanned, unusual, non-recurring, or other appropriate items.

Each participant in the CIP is allocated a targeted incentive as a percentage of his or her base salary which is payable if and to the extent the Company’s performance satisfies the Target performance level for each component under the CIP (or, for the AQ Factors for Mr. Rawls, if the Company’s performance meets or exceeds the target goal), subject to Committee adjustment. The table below shows the targeted benefit for the participating named executive officers for 2023.

For the participating named executive officers (except Mr. Rawls), the identification and weighting of the CIP components was uniform and limited to PPNR and ER. For Mr. Rawls, the identification and weighting of the CIP components included PPNR (weighted at 50%) and AQ Factors (weighted at 50%). For certain other business executives participating in the plan, the applicable CIP components included other individualized performance criteria related to the executive’s duties or performance components within the business line the executive manages. Further, the weighting of the CIP components may vary among the other participants in the CIP. The weighting of the CIP components for the named executive officers participating in the CIP in 2023 was as follows:

Each of PPNR and ER has three performance levels that help determine the participant’s payout for that component: Threshold, Target and Maximum. Absent exercise of Committee discretion, no payout is earned for a component if the Company’s performance is below the Threshold. The Company’s performance at the Threshold level for a component entitles the participant to 50% of the participant’s targeted benefit times the weighting factor for such component. The Company’s performance at the Target level for a component entitles the participant to 100% of the participant’s targeted benefit times the weighting factor for such component. The Company’s performance at the Maximum level entitles the participant to 200% of the participant’s targeted benefit times the weighting factor for such component. Performance in excess of the Maximum does not entitle the participant to a benefit in excess of the maximum benefit times the weighting of that component. If the performance with respect to any component is in excess of the Threshold but less than the Maximum, then the participant’s entitlement is a prorated percentage computed based upon the Company’s actual performance in proportion to the closest performance level for that component.

The PPNR component was based upon the Company’s 2023 “adjusted pre-provision net revenue” (net interest income plus noninterest income minus noninterest expense, then adjusted for certain items (on a pre-tax basis), including merger related costs, branch rightsizing costs, early retirement program costs, gain/loss on sale of securities, gain on insurance settlement, and FDIC special assessment). For the participating named executive officers, this component was allocated 50% of the participant’s targeted CIP benefit. The performance levels for 2023 were set by the Compensation Committee considering 2022 results and the Company’s budget for 2023. The PPNR target was set at $410,000,000. The threshold level was set at $369,000,000, and the maximum was set at $451,000,000. If 2023 PPNR was below the threshold, there would be no PPNR entitlement (absent the exercise of Committee discretion).

The ER component was based upon the Company’s adjusted efficiency ratio for 2023. “Adjusted efficiency ratio” means non-interest expense (excluding non-recurring items, foreclosed property expense, amortization of intangibles and goodwill impairments) divided by the sum of net interest income (fully taxable equivalent) plus non-interest revenues (excluding gains from securities and non-recurring items). For the participating named executive officers except Mr. Rawls, this component was allocated 50% of the participant’s targeted CIP benefit (the allocation for Mr. Rawls was 0%). The Committee established a Threshold, Target, and Maximum for the ER of the Company. The performance levels for 2023 were set by the Compensation Committee based upon the Company’s internal operating goals and 2023 budget. The Threshold, Target, and Maximum were set at 59.4%, 55.4%, and 51.4%, respectively. If 2023 ER was below the threshold, there would be no ER entitlement (absent the exercise of Committee discretion).

In addition, for Mr. Rawls, the AQ Factors component was allocated 50% of Mr. Rawls’ targeted CIP benefit and was based upon the following with respect to the commercial loan portfolio:

Each of the above factors was weighted 10% of the targeted benefit allocation attributable to the AQ Factors component except for “Charge-Offs to Total Loans,” which had a weighting of 20%. The AQ Factors were deemed to be “make or miss,” with a set payout for performance that met or exceeded the target goal and no payout if performance did not meet the target goal.

Each of the AQ Factors met or exceeded its target goal except “Criticized Loans to Total Loans,” for which performance did not meet the target goal.

However, threshold performance for the PPNR and ER components was not achieved. As a result, none of the participating named executive officers except Mr. Rawls qualified for payment of a CIP benefit based upon the CIP components previously discussed.

In determining the final CIP payout, however, after consultation with its compensation consultant and the Executive Chairman, the Compensation Committee (and, in the case of Mr. Fehlman, the Board) exercised its discretion, as permitted under the CIP, to allow for a payment to the participating named executive officers (as well as certain other members of management) for 2023. In determining that the use of discretion for 2023 was warranted, the committee considered a variety of factors, including, among others, the outstanding performance of the participating named executive officers and other members of management in responding timely and effectively to the challenges faced by the Company and the banking industry in general during 2023, the financial and operational performance of the Company during 2023 amidst those challenges, the Company’s compensation philosophy which includes a commitment to fairness and appropriate flexibility when circumstances require, and the influence of our compensation practices on our ability to attract and retain qualified executive leadership. In particular, the Compensation Committee found the following items representative of exemplary performance during 2023:

• Successful Execution of the Better Bank Initiative: During 2023, the Company executed its Better Bank Initiative, a program designed to evaluate and enhance various aspects of the Company’s people, processes, and systems. As a result of the initiative, the Company was able to achieve $18 million in annualized cost savings, substantially exceeding the Company’s original target of $15 million.

• Successful Completion of the Credit Optimization Initiative: During 2023, the Company also completed its Credit Optimization Initiative, a program designed to gain additional consistency, efficiency, and effectiveness of the Company’s lending function. Through this initiative, the Company undertook a comprehensive revision of its credit policy and implemented substantial improvements to its credit underwriting, documentation, and funding processes that made them more effective and transparent, while also providing for a better overall customer experience.

• Successful Management of Industry Challenges: During 2023, the financial industry experienced multiple unforeseeable events, including bank failures, increases in interest rates, and significant deposit migrations. Despite these challenges, the Company maintained strong asset quality, capital, and liquidity positions, and the Company ended 2023 with all regulatory capital ratios significantly exceeding “well capitalized” guidelines.

• Strong Risk Management: During 2023, Company executives successfully managed regulatory examinations and continued to enhance the Company’s enterprise risk management program. Company management also responded to certain significant changes in regulatory requirements concerning fees charged to consumers.

• Operating Performance: During 2023, the Company utilized cash flows from securities sales to reduce higher-cost wholesale funding, achieved loan growth of approximately $700 million, and recognized noninterest expenses that were $29 million favorable to budget. Additionally, the Company saw strong operating results from its wealth and agri-lending units, as well as increased income from its swap activity.

• Industry Recognition: Among other things, the Company was named to Forbes magazine’s 2023 list of “World’s Best Banks” for the fourth consecutive year and recognized by Forbes as one of “America’s Best Midsize Employers” for 2023.

Based on its evaluation of these factors and others, the Compensation Committee (or the Board, as applicable) approved, with respect to Messrs. Fehlman, Brogdon, Makris III, and Massanelli, a payment of 35% of each of the participating named executive officer’s respective target benefit opportunity. With respect to Mr. Rawls (who, due to an internal reorganization, was not an executive officer as of the end of 2023), the Company approved an aggregate payment of $115,000, or approximately 76% of his target benefit opportunity (of which $54,700 was awarded on a discretionary basis).

A summary of the CIP payments to the participating named executive officers for 2023 is shown in the following table.

[1] Performance Table for AQ Factors:

3. Equity Incentives

Since 2015, the Company has annually established a Long-Term Incentive Plan (“LTIP”) for equity awards under the Simmons First National Corporation 2015 Incentive Plan (as such plan has been amended and restated from time to time) (the “2015 Plan”). The major components of the LTIP are non-qualified stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance share units (“PSUs”) that are settled in shares of Common Stock based on results over a three-year performance period. During 2023, shareholders approved the Simmons First National Corporation 2023 Stock and Incentive Plan (the “2023 Plan”). As a result, following the date of the 2023 Annual Meeting, LTIP awards are granted under the 2023 Plan. As with the 2015 Plan, the 2023 Plan includes non-qualified stock options, RSAs, RSUs and PSUs as available award types.

No stock options or RSAs were granted in 2023. PSUs reward the achievement over a 3-year performance period of specified financial performance criteria specified in the PSU at the time of the grant. Achievement of a threshold level of performance results in a payout equal to 50% of each participant’s approved target opportunity. Target performance results in a payout equal to 100% of the targeted opportunity. The maximum number of shares that can be earned for each of these performance measures is 200% of the targeted number of PSUs. The ultimate value of performance shares, which are paid in stock, is also impacted directly by stock price appreciation or depreciation

over the performance period. Dividend equivalents are paid at the conclusion of the performance period based on the number of shares actually earned during the applicable performance period. If the performance with respect to any component is in excess of the Threshold and less than the Maximum, then the participant’s entitlement is a prorated percentage computed based upon the Company’s actual performance in proportion to the closest performance level for that component. RSUs generally vest in approximately equal installments over three years after the date of grant.

For the three-year performance period commencing in 2023 (“2025 Performance Period”), the allocation of the equity vehicles under the LTIP is 50% in RSUs and 50% in PSUs (valued at target). Performance does not increase the payout on the portion of the incentive allocated to RSUs, while performance above the Target may increase the payout on PSUs up to 200% of the Target payout level, thereby providing an approximate overall limitation on the LTIP benefits of 150% of Target payout.

When performance-based grants of restricted stock are utilized, the Compensation Committee identifies the specific components of the Company’s financial performance to be used in determining the grants. The components are weighted to emphasize the current strategic focus of the Company. The Compensation Committee sets Threshold, Target, and Maximum performance levels for each component which if satisfied will entitle the participant to 50%, 100%, and 200%, respectively, of the participant’s targeted benefit attributable to that component. The Company’s performance at the Threshold level for a component entitles the participant to 50% of the Participant’s target benefit times the weighting factor for such component. The Company’s performance at the Target level for a component entitles the participant to 100% of the Participant’s target benefit times the weighting factor for such component. The Company’s performance at the Maximum level entitles the participant to 200% of the Participant’s target benefit times the weighting factor for such component. Performance in excess of the Maximum does not entitle the participant to a benefit in excess of the maximum target benefit times the weighting of that component. If the performance with respect to any component is in excess of the Threshold and less than the Maximum, then the participant’s entitlement is a prorated percentage computed based upon the Company’s actual performance in proportion to the closest performance level for that component. In determining final awards and in evaluating performance, the Committee considers adjustments to GAAP net income and other corporate performance measures for unplanned, unusual, non-recurring, or other appropriate items.