SIMMONS FIRST NATIONAL CORP

The Company takes shareholder feedback on its compensation programs very seriously. The Company appreciates that approximately 93% of shares that voted on the Company’s “say-on-pay” proposal at the 2024 Annual Meeting of Shareholders approved the 2023 compensation of the named executive officers as disclosed in the 2024 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).

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 (with the exception of Mr. Makris, Jr.) participated in the CIP in 2024. 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 five variables:

• the executive’s target award;

• the corporate financial 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 achievement of the corporate financial metrics;

• the strategic performance of the Company; and

• the Compensation Committee’s determination of the extent to which the corporate financial and strategic performance goals were met, the executive’s individual contributions toward achievement of the strategic performance goals, and the Committee’s exercise of any discretionary adjustments.

For 2024, company-wide adjusted pre-provision net revenue less net charge-offs (“PPNR”) and adjusted efficiency ratio (“ER”) were approved as the corporate financial performance metrics for the CIP for Messrs. Fehlman, Hobbs, Brogdon, and Makris III. 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 1% 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.

For 2024, the strategic performance component was based primarily upon the Company’s achievement of initiatives set forth its strategic operating plan for the year, with a focus on initiatives supporting culture, experience, growth, efficiency, and soundness.

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 executive officers, including all of the participating named executive officers, were eligible for positive or negative adjustments based on the individual’s contributions toward achievement of the strategic performance goals. 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 corporate financial metrics underlying the 2024 CIP design were generally consistent with the design used in 2023, and the strategic performance component was introduced as a new component for the 2024 CIP.

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, as well as certain other strategic objectives. The Committee also sets threshold, target, and maximum performance levels where applicable. Maximum performance levels generally 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 (a) the Company’s performance satisfies the Target performance level for each of the corporate financial metrics under the CIP and (b) the strategic performance goals are achieved, subject to Committee adjustment. The table below shows the targeted benefit for the participating named executive officers for 2024.

For the participating named executive officers, the identification and weighting of the CIP components was uniform and limited to PPNR, ER, and strategic performance goals. 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 CIP components and 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 2024 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. A “landing zone” is established around the Target levels for each component, representing expected results for the component. 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 1% 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 percentage computed based upon the Company’s actual performance in proportion to the target performance level for that component.

The PPNR component was based upon the Company’s 2024 “adjusted pre-provision net revenue” (net interest income plus noninterest income minus noninterest expense, then adjusted for certain items (net of tax), primarily including branch rightsizing costs, early retirement program costs, gain/loss on sale of securities, and FDIC special assessment) less “net charge-offs”. For the participating named executive officers, this component was allocated 35% of the participant’s targeted CIP benefit. The performance levels for 2024 were set by the Compensation Committee considering 2023 results and the Company’s budget for 2024. The PPNR target was set at $214,000,000, with a landing zone around the target from $205,000,000 to $222,000,000. The threshold level was set at $192,000,000, and the maximum was set at $235,000,000. If 2024 PPNR was below the threshold, there would be no PPNR entitlement (absent the exercise of Committee discretion). The Committee certified $215,204,867 as the PPNR performance for 2024, which exceeded the target and was within the landing zone, and thus, provided a benefit of 102% of the allocated target benefit for this component.

The ER component was based upon the Company’s adjusted efficiency ratio for 2024. “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, this component was allocated 35% of the participant’s targeted CIP benefit. The Committee established a Threshold, Target, and Maximum for the ER of the Company. The performance levels for 2024 were set by the Compensation Committee based upon the Company’s internal operating goals and 2024 budget. The ER target was set at 65%, with a landing zone around the target from 66% to 64%. The threshold level was set at 69%, and the maximum was set at 61%. If 2024 ER did not meet the threshold, there would be no ER entitlement (absent the exercise of Committee discretion). The Committee certified 64.59% as the ER for 2024, which exceeded the target performance and was within the landing zone, and thus, provided a benefit of 104% of the allocated target benefit for this component.

The strategic performance component was based upon the Company’s business operating plan objectives for 2024. For the participating named executive officers, this component was allocated 30% of the participant’s targeted CIP benefit and could be earned from 0% to 200%, with no formal threshold level. The Committee certified the Company’s achievement of its strategic performance objectives for 2024, which (subject to adjustments for certain participants) provided a benefit of 100% of the allocated target benefit for this component. For Mr. Makris III, the Committee, after consideration of his substantial efforts and contributions to the outcomes of certain key contract negotiations during 2024 that resulted in, among other things, substantial savings and other benefits to the Company, the Committee certified his achievement of this component at 150%, which provided a benefit to Mr. Makris III of 150% of the allocated target for this component. Each of the other participating named executive officers was awarded a benefit of 100% of the allocated target benefit for this component.

A summary of the CIP payments to the participating named executive officers for 2024 is shown in the following table.

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”) and, following its approval in 2023, under the Simmons First National Corporation 2023 Stock and Incentive Plan (the “2023 Plan”). The major components of the LTIP (both under the 2015 Plan and the 2023 Plan) 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.

No stock options or RSAs were granted in 2024. PSUs reward the achievement over a 3-year performance period of 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 is 200% of the targeted number of PSUs. The ultimate value of PSUs, which are paid in stock, is also impacted directly by stock price appreciation or depreciation over the performance period. Dividend equivalents are paid in cash after 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 between the Threshold and Target levels, or between the Target and Maximum levels, the payout percentage for that component is based on a straight line interpolation. RSUs generally vest in approximately equal installments over three years after the date of grant. Beginning with RSUs awarded in 2024, dividend equivalents based on the number of awarded shares are paid in cash at the time vesting occurs.

For the three-year performance period commencing in 2024 (“2026 Performance Period”), the allocation of the equity vehicles to the named executive officers 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.