HOMB

HOME BANCSHARES, INC.0001331520DEF 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			2023 Annual Meeting of Shareholders and Proxy Statement

Notice of Annual Meeting of Shareholders To Be Held on April 20, 2023

(1)To elect directors for a term of one year.

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

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

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

			By Order of the Board of Directors
			JOHN W. ALLISON
			Chairman and Chief Executive Officer
Conway, Arkansas
March 3, 2023

How to Vote if you are A Shareholder of Record

Vote by Telephone

Vote on the Internet

Vote by Mail

Voting at the Annual Meeting

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

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

If you choose to vote by mail, simply mark your proxy, date and sign it, and return it to Computershare in the postage-paid envelope provided. If the envelope is missing, please mail your completed proxy card to Proxy Services, c/o Computershare Investor Services, P.O. Box 43006, Providence, Rhode Island, 02940-3006.

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

Table of Contents

The Annual Meeting
Date:			April 20, 2023
Time:			10:00 a.m. CST
Location:			Home BancShares, Inc. Corporate Office, 719 Harkrider Street, Conway, Arkansas
Record Date:			February 21, 2023
Number Shares Outstanding and Entitled to Vote:			203,607,141

Voting Matters and Board Recommendations
Matter						Board Recommendation			Page Reference
Proposal 1.			Election of Directors. To elect the 16 nominees listed in this Proxy Statement as directors for a term of one year.			ü FOR 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.			ü FOR			64
Proposal 3.			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.			ü FOR			65

Home BancShares Performance Highlights

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

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

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 customers, shareholders and bankers while enriching the communities we serve. For the year ended December 31, 2022, the Company reported net income of $305.3 million and earnings per share of $1.57. Our continued strong performance is reflected in the following annual metrics that represent Company records in 2022:

Record Annual Metrics			12/31/2022
Total Assets			$22.9 billion
Total Loans			$14.4 billion
Total Investments			$5.3 billion
Total Deposits			$17.9 billion
Total Equity			$3.5 billion
Total Net Interest Income			$758.7 million
Total Non-Interest Income			$175.1 million
Dividends to Shareholders			$0.66/share
Book Value			$17.33/share
Earnings, as adjusted (non-GAAP)(1)			$375.9 million
Earnings per share, as adjusted (non-GAAP)(1)			$1.93/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.

On April 1, 2022, the Company completed its 25th acquisition since the Company’s founding in 1998, its largest to date and its first in the state of Texas with the acquisition of Happy Bancshares, Inc. (“Happy”) and its bank subsidiary, Happy State Bank, headquartered in Amarillo, Texas, for a total transaction value of approximately $962.5 million. As of the acquisition date, Happy had approximately $6.69 billion in total assets, $3.65 billion in loans and $5.86 billion in customer deposits, including the effects of the known purchase accounting adjustments. The Company issued approximately 42.4 million shares of its common stock valued at approximately $958.8 million as of April 1, 2022 in connection with the acquisition. The acquisition added new markets for expansion and brought complementary businesses together to drive synergies and growth. Following the acquisition, Centennial Bank now operates 63 branches in Texas

ü    Converted over 145,000 checking and savings accounts with a balance of over $5 billion.

ü    Converted over 193,000 Happy State Bank customers.

ü    Onboarded 862 employees of Happy State Bank and have created new jobs within Happy’s footprint for additional employment opportunities.

ü    Call volume in our Customer Care Center increased by over 619,000 calls during the six months ended December 31, 2022, as compared to the same six-month period for 2021. The ongoing average monthly call volume has increased by over 34,000 inbound calls as compared to the prior year.

ü    Happy State Bank customers were allowed to retain their debit card and avoid the hassle of a debit card conversion.

Executive Compensation Highlights

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

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 named executive officers over the last three years is aligned with Company performance.

ü    Our cash and equity incentive programs, including the 2022 Equity Incentive Plan, contain meaningful clawback features.

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.

Environmental, Social and Governance Highlights

ü    We regularly encourage our customers to sign up to receive statements and notices electronically through the use of E-statements and E-notices and to take advantage of our online and mobile banking services. As of December 31, 2022:

v    70.2% of checking accounts and 62.4% of savings accounts of our customers are enrolled in E-notices.

v    70.4% of checking accounts and 62.5% of savings accounts of our customers are enrolled in E-statements.

v    We delivered an estimated 161,486 E-notices during 2022.

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

ü    We have implemented a policy that 100% of our shredded paper is recycled. During 2022, we estimate this resulted in:

v    Lbs. of paper recycled: 1,164,350

v    Gallons of oil saved: 216,427

v    Trees saved: 9,652

v    Kilowatts of energy saved: 2,250,955

v    Cubic yards of landfill space saved: 2,108

v    Gallons of water saved: 4,280,143

ü    During 2022, we recycled an estimated 13,777 pounds of electronic waste across the Company.

ü    We are investing in energy efficient data hardware for our offices and employees. As of December 21, 2022:

v    Approximately 2,700 computers deployed in the Company are Energy Star Rated, which represents 99% of installed computers.

v    Approximately 600 printers and copiers used by the Company are Energy Star Rated, which represents 95% of printer fleet.

v    Approximately 4,000 monitors are Energy Star Rated or TCO Certified, which represents 99% of installed monitors.

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

v    Smart thermostats

v    Energy efficient mechanical units

v    LED lights (many with motion detection sensors)

v    Energy efficient water heaters

v    Low water flow plumbing

ü    70% of our 2,856 total employees are women.

ü    26% of our total employees identify as persons of color.

ü    66% of leadership roles in our Company are held by women.

ü    We established a management level Environmental, Social and Corporate Governance Committee in 2021 to support our ongoing commitment to environmental performance, health and safety, corporate responsibility, corporate governance, sustainability and other public policy efforts.

ü    We are investing in our employees through education and training in diversity and inclusion, regulatory compliance programs, company policies and procedures, software applications and professional development.

v    Total employee classes taken in 2022: 174,368

v    Total hours spent on training in 2022: 31,492

ü    We have in-house products known as The Dream Loan Program and Happy Home Buyer that provide loan options to those who would otherwise not qualify for a mortgage, including funding 102 loans in 2022 with 100% financing to first time homebuyers.

ü    We are a bronze sponsor of the National Association of Minority Mortgage Bankers of America.

ü    We established a program in 2021 to create a documented process to allow us to communicate more effectively to Spanish-speaking customers in our market areas.

ü    Through our in-house Affinity Loan Program we provided a lender credit to 197 customers employed in fields related to education, emergency medical services, firefighting, law enforcement and nursing for their primary home purchase or refinancing.

ü    We publish an annual Corporate Social Responsibility Report which is available on our Centennial Bank website at https://www.my100bank.com/community-involvement/. We anticipate releasing our 2023 report during the second quarter of 2023.

ü    Through Centennial Bank, we sponsor the Women’s Foundation of Arkansas’s Save10 program, which provides financial education and resources in an effort to promote financial independence amongst women.

ü    Through our recent acquisition of Happy State Bank, we offer our Kids Bank Program, which provides children the opportunity to learn how to manage money and develop skills to grow their funds throughout every phase of life. Our Financial Literacy Bank Officer serves as an additional resource related to this program and helps educate children and families on financial literacy.

Total Employees 2,856

l			Female			(70%)
l			Male			(30%)
66% of leadership positions are held by women

l			>20			(2%)
l			20-29			(27%)
l			30-39			(20%)
l			40-49			(20%)
l			50-59			(18%)
l			60+			(13%)

70%						26%
Women						Employees who identify as person of color

ü    Annual director elections.

ü    Independent Vice Chairman who presides at regular executive sessions of our independent directors.

ü    All non-employee directors (12 of 16 directors) are independent.

ü    Adopted Corporate Governance guidelines that address, among other items, director qualifications and responsibilities, Board Committees, and nonemployee director compensation.

ü    Clawback provisions in newly adopted incentive programs.

ü    Annual Corporate Social Responsibility report.

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

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

66.9			19%			75%
Average Age			Diverse			Independent

What is the Purpose of this Proxy Statement?

When and Where Is the Annual Meeting?
Date:			Thursday, April 20, 2023
Time:			10:00 a.m., Central Daylight Time
Location:			Home BancShares, Inc. Corporate Offices, 719 Harkrider Street, Conway, Arkansas

What Matters Will Be Voted Upon at the Annual Meeting?

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

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

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

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

Who Is Entitled to Vote?

Who Can Attend the Meeting?

To protect the health and safety of those attending the Annual Meeting in person, only shareholders as of the record date, or their duly appointed proxies, may attend the Meeting. Registration will begin at 9:00 a.m., and seating will be available at approximately 9:30 a.m. The Company asks that any shareholders who plan to attend the meeting please contact our Director of Investor Relations, Donna Townsell, at (501) 328-4625 at least 24 hours prior to the meeting to register your attendance. Seating may be limited and will be on a first-come, first-served basis.

What Constitutes a Quorum?

Can a Shareholder Nominate a Director?

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

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

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

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

The full text of our “Policy Regarding Director Recommendations by Stockholders” and “Nominating and Corporate Governance Committee Directorship Guidelines and Selection Policy” are published on our website at www.homebancshares.com and can be found under the caption “Investor Relations”/“Overview”/“Governance Documents.”

How Can I Communicate Directly with the Board?

Our “Stockholder Communications Policy” is published on the Company’s website at www.homebancshares.com and can be found under the caption “Investor Relations”/“Overview”/“Governance Documents.”

How Do I Vote?

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

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

•By completing and mailing your proxy card.

•By written ballot at the Meeting.

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

Yes. If you hold shares in “street name” through a broker or other nominee, your broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon. Under current stock exchange rules, brokers who do not have instructions from their customers may not use their discretion in voting their customers’ shares on certain specific matters which are not considered to be “routine” matters, including the election of directors, executive compensation and other significant matters. The proposals in this Proxy Statement to elect directors and to approve on an advisory basis the Company’s executive compensation are not considered to be routine matters. Thus, if you do not give your broker or nominee specific instructions with respect to each of these matters, your shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval. Shares represented by such “broker non-votes” will, however, be counted in determining whether there is a quorum.

What Are the Board’s Recommendations?

•FOR the election of the nominated slate of directors (see pages 11-63).

•FOR the approval, on an advisory (non-binding) basis, of the Company’s compensation of its named executive officers (see page 64).)

•FOR the ratification of the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm (see pages 65-67).

What Other Business May Be Brought Before the Meeting?

What Vote Is Required to Approve Each Proposal?

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

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

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

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

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

What Do I Need To Do Now?

Directors and Executive Officers of the Company

Name			Age			Positions Held with Home BancShares, Inc.			Positions Held with Centennial Bank
John W. Allison			76			Chairman of the Board, Chief Executive Officer and President			Director
Brian S. Davis			57			Chief Financial Officer, Treasurer and Director			Chief Financial Officer, Treasurer and Director
Jennifer C. Floyd			48			Chief Accounting Officer			Chief Accounting Officer
Tracy M. French			61			Director and Executive Officer			Chairman of the Board, Chief Executive Officer and President
Kevin D. Hester			59			Chief Lending Officer			Chief Lending Officer and Director
J. Stephen Tipton			41			Chief Operating Officer			Chief Operating Officer
Donna J. Townsell			52			Senior Executive Vice President, Director of Investor Relations and Director			Senior Executive Vice President and Director
Russell D. Carter, III			47			Executive Officer			Regional President
Mikel Williamson			52			Executive Officer			Regional President
Milburn Adams			79			Director			Director
Robert H. Adcock, Jr.			74			Director			Director
Richard H. Ashley			67			Director			Director
Mike D. Beebe			76			Director			—
Jack E. Engelkes			73			Vice Chairman of the Board			Director
Karen E. Garrett			50			Director			—
J. Pat Hickman			70			Director			—
James G. Hinkle			74			Director			—
Alex R. Lieblong			72			Director			Advisory Director
Thomas J. Longe			60			Director			—
Jim Rankin, Jr.			55			Director			Director
Larry W. Ross			75			Director			Advisory Director

NOMINEES FOR DIRECTOR

JOHN W. ALLISON AGE: 76 DIRECTOR SINCE: 1998 COMMITTEES: Asset/Liability Committee			EXPERIENCE John W. Allison 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 35 years of banking experience, including service as Chairman of First National Bank of Conway from 1983 until 1998, and as a director of First Commercial Corporation from 1985 (when First Commercial acquired First National Bank of Conway) until 1998. At various times during his tenure on First Commercial’s board, Mr. Allison served as the Chairman of that company’s Executive Committee and as Chairman of its Asset Quality Committee. Prior to its sale to Regions Financial Corporation in 1998, First Commercial was a publicly traded company and the largest bank holding company headquartered in Arkansas, with approximately $7.3 billion in assets. SKILLS & EXPERTISE Mr. Allison is a successful business owner with extensive experience in the management of banks and bank holding companies. As the co-founder and Chief Executive Officer of Home BancShares, he has intimate knowledge of the issues facing our management, and he has been a guiding figure in the development of Home BancShares and its growth strategy. He is also the largest individual shareholder of Home BancShares, which the Board of Directors believes aligns his interests with those of our shareholders. Mr. Allison is the brother-in-law of Donna Townsell, one of our directors and executive officers.
BRIAN S. DAVIS AGE: 57 DIRECTOR SINCE: 2015 COMMITTEES: Asset/Liability Committee (Chair)			EXPERIENCE Brian S. Davis has served as the Chief Financial Officer and Treasurer of Home BancShares and Centennial Bank and as a director of Home BancShares and Centennial Bank since July 2015. He also serves as Chairman of the Asset/Liability Committee of Home BancShares. Mr. Davis joined Home BancShares in 2004 as Director of Financial Reporting and added Investor Relations Officer to his responsibilities in 2006. In 2010, he was promoted to Chief Accounting Officer while continuing to serve as Investor Relations Officer until his promotion to Chief Financial Officer and Treasurer in 2015. He is a Certified Public Accountant and 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: 79 DIRECTOR SINCE: 2011 COMMITTEES: Audit and Risk Committee and Compensation Committee			EXPERIENCE Milburn Adams has been a director of Home BancShares since October 2011 and a director of Centennial Bank (formerly First State Bank) since 2004. He was appointed to the Audit and Risk Committee and the Compensation Committee of Home BancShares in January 2012. Prior to Mr. Adams’ service with First State Bank, he spent 13 years with the Arkansas Department of Education, serving as an Area Supervisor of Special Education and Director of Evaluation and Admissions at the Arkansas School for the Deaf. This experience was followed by 19 years of service in the manufactured home business. From 1982 to 1986, he was responsible for the administration, sales, manufacturing, and distribution of manufactured homes throughout an eight state area as General Manager of Squire Homes. Mr. Adams was the President of Spirit Homes, Inc. of Conway, Arkansas, from 1986 to 1997. He served as a Division President of Cavalier Homes, Inc. from 1997 to 2000, when Spirit Homes was acquired by Cavalier Homes, Inc. of Alabama. From 2005 to the present, Mr. Adams has been an Operations Consultant for Reliance Health Care. Reliance, founded in 1998, provides administrative services to 41 skilled nursing facilities in Arkansas and Missouri. SKILLS & EXPERTISE Mr. Adams is an experienced business person, managing and operating several businesses in the central Arkansas area and has substantial knowledge of the banking business through his over 15 years of service on the board of our bank subsidiary.
ROBERT H. ADCOCK, JR. AGE: 74 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 AGE: 65 DIRECTOR SINCE: 2004 COMMITTEES: Asset/Liability Committee and Compensation Committee			EXPERIENCE Richard H. Ashley has been a director of Home BancShares since 2004 and served as Vice Chairman from 2006 to July 2007. He also serves on the Asset/Liability Committee and the Compensation Committee of Home BancShares. He has served as a director of Centennial Bank since February 2009. He served as a director of the former Twin City Bank from 2000 until its charter was merged into Centennial Bank in 2009, and as Chairman of Twin City Bank from 2002 to 2009. From 2007 to 2009, he was a director of Entergy Arkansas, Inc., an electric public utility company. SKILLS & EXPERTISE Mr. Ashley is President and owner of the Ashley Company, a privately held company involved in land development and investment in seven states throughout the United States since 1978. Mr. Ashley has extensive experience and knowledge with respect to real estate and real estate financing, which is a significant part of our lending. He has substantial banking experience through his over 20 years of service on the boards of Centennial Bank and our former subsidiary bank, Twin City Bank. In addition, his service on the Compensation Committee of Home BancShares has enhanced his knowledge of public company executive compensation matters.

MIKE D. BEEBE AGE: 76 DIRECTOR SINCE: 2016 COMMITTEES: Compensation Committee (Chair) and Asset/Liability Committee			EXPERIENCE Mike D. Beebe has served as a director of Home BancShares since 2016. He is currently the Chairman of the Compensation Committee and a member of the Asset/Liability Committee of Home BancShares. Mr. Beebe serves as a director of Tyson Foods, Inc. and a member of the Governors’ Council of the Bipartisan Policy Center in Washington, D.C. He 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. 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: 73 DIRECTOR SINCE: 2004 COMMITTEES: Audit and Risk Committee (Chair) and Compensation Committee			EXPERIENCE Jack E. Engelkes was appointed Vice Chairman of Home BancShares during 2019 and has been a director of Home BancShares since 2004 and a director of Centennial Bank (formerly First State Bank) since 1998. He serves as Chairman of the Audit and Risk Committee and a member of the Compensation Committee of Home BancShares. He also serves as Chairman of the Audit and Risk Committee of Centennial Bank. From 1995 to 1998, he served as a director of First National Bank of Conway. Mr. Engelkes served as managing partner in the accounting firm of Engelkes and Felts, Ltd. from 1990 through 2015. He was a director of the Conway Regional Medical Center from 2005 through 2016, and served as Chairman of the Conway Regional Medical Center Board during 2011 and 2012. He also served as Chairman of the Board of Conway Regional Health Foundation in 2006. Mr. Engelkes holds a bachelor’s degree in Business and Economics from Hendrix College in Conway. SKILLS & EXPERTISE Mr. Engelkes is a Certified Public Accountant and has extensive knowledge and experience in accounting, auditing and financial reporting. He has a strong understanding of the banking business, and particularly the Company, through his combined service over the past 25 years as a director of Home BancShares, our subsidiary bank and First National Bank of Conway. Based on that service and his other directorships, he offers valuable experience with respect to corporate governance and compensation matters.
TRACY M. FRENCH AGE: 61 DIRECTOR SINCE: 2015 COMMITTEES: Asset/Liability Committee			EXPERIENCE Tracy M. French has served as a director of Home BancShares and as Chief Executive Officer and President of Centennial Bank since January 2015. In 2019, Mr. French was appointed as Chairman of Centennial Bank. He also serves on the Asset/Liability Committee of Home BancShares. From 2009 to January 2015, Mr. French served as a Regional President for Centennial Bank. He was the President and Chief Executive Officer and a director of our former bank subsidiary, Community Bank, from 2002 to 2009. SKILLS & EXPERTISE Mr. French has over 35 years of banking experience. He is a graduate of the University of Arkansas at Fayetteville and the Southwestern Graduate School of Banking at Southern Methodist University. Based on his extensive banking and management experience, Mr. French provides significant strategic and operational insights into the management of the Company and our bank subsidiary.

KAREN E. GARRETT AGE: 50 DIRECTOR SINCE: 2017 COMMITTEES: Audit and Risk Committee and Asset/Liability Committee			EXPERIENCE Karen E. Garrett has served as a director of Home BancShares since 2017. She serves on the Audit and Risk Committee and the Asset/Liability Committee of Home BancShares. Ms. Garrett currently serves as the Managing Partner of HCJ CPA’s & Advisors, PLLC (“HCJ”) (formerly known as Hudson, Cisne & Co., LLP), a certified public accounting firm in Little Rock, Arkansas. Ms. Garrett has been a Certified Public Accountant with HCJ since 1996 and previously served as the firm’s personnel and recruiting coordinator for ten years. She has been a member of the Accounting Advisory Board for both the University of Central Arkansas and the University of Arkansas at Little Rock, and she served a five-year term on the Arkansas State Board of Accountancy from 2010 to 2015. She currently serves on the Conway Development Corporation Board. SKILLS & EXPERTISE Ms. Garrett was the first female recipient of the Associated General Contractors of Arkansas annual Distinguished Service Award for 20 years of service to the construction industry in 2015. She is a graduate of the University of Central Arkansas in Conway, Arkansas. Ms. Garrett provides valuable leadership experience and expertise in tax accounting, auditing, financial statement analysis, leadership succession planning, business consulting and personnel management and recruiting.
J. PAT HICKMAN AGE: 70 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 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 Amarillo Community Prayer Breakfast and the Texas Tech Foundation boards. 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. 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) and on the Texas Banking Commissioner’s Council. SKILLS & EXPERTISE Mr. Hickman has 45 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 new operational footprint in Texas.
JAMES G. HINKLE AGE: 74 DIRECTOR SINCE: 2005 COMMITTEES: Nominating and Corporate Governance Committee and Audit and Risk Committee			EXPERIENCE James G. Hinkle has been a director of Home BancShares since 2005. Mr. Hinkle currently serves as a member of the Nominating and Corporate Governance Committee and the Audit and Risk Committee of Home BancShares and has previously served on our Asset/Liability Committee. He has over 39 years of banking experience. Mr. Hinkle currently serves on the Arkansas State Police Commission. He served as Chairman of the former Bank of Mountain View from 2005 until its charter was merged into Centennial Bank in 2009. From 1995 to 2005, he served as President of Mountain View BancShares, Inc., until the company’s merger into Home BancShares. He served as President of the Bank of Mountain View from 1981 to 2005. From 1996 to 2003, Mr. Hinkle served on the Arkansas Game and Fish Commission. From 2003-2018, Mr. Hinkle was a director of the National Wild Turkey Federation, a national nonprofit conservation and hunting organization. SKILLS & EXPERTISE Mr. Hinkle has a lengthy background in banking and executive management through his long-time service as an officer and director of the former Bank of Mountain View and Mountain View Bancshares. In addition, he has particular knowledge of the Company’s customer base in North Central Arkansas.

ALEX R. LIEBLONG AGE: 72 DIRECTOR SINCE: 2003 COMMITTEES: Nominating and Corporate Governance Committee and Audit and Risk Committee			EXPERIENCE Alex R. Lieblong has been a director of Home BancShares since 2003. He has served as an advisory director of Centennial Bank (formerly First State Bank) since 2002, and he served as a director of First State Bank from 1998 to 2002. He also serves as a member of the Audit and Risk Committee of Home BancShares and has previously served as Chairman of the Nominating and Corporate Governance Committee. Mr. Lieblong currently serves on the board of directors of Ballard Petroleum, a privately held energy company. Since 1997, Mr. Lieblong has been an owner and general principal in the brokerage firm of Lieblong & Associates, Inc. Prior to Lieblong & Associates, Inc., he held management positions with Paine Webber, Merrill Lynch, and E.F. Hutton. Mr. Lieblong was a founder and has been managing partner of Key Colony Fund, L.P., a hedge fund, since 1998. He served as a director of Deltic Timber from 1997 to February 2007. He also served as a director of Lodgian, Inc., a publicly traded owner and operator of hotels, from 2006 to 2010. SKILLS & EXPERTISE Mr. Lieblong has extensive experience in the financial services industry and over a decade of experience as a director of other publicly traded and privately held companies. He has substantial knowledge of financial, regulatory, corporate governance and other matters affecting public companies which the Board of Directors believes is valuable to the Company.
THOMAS J. LONGE AGE: 60 DIRECTOR SINCE: 2014 COMMITTEES: Audit and Risk Committee and Nominating and Corporate Governance Committee			EXPERIENCE Thomas J. Longe has served as a director of Home BancShares since 2014. He currently serves on the Audit and Risk Committee and the Nominating and Corporate Governance Committee. Mr. Longe is the President and Chief Executive Officer of The Trianon Companies, which is involved in the acquisition, development, management and financing of commercial and residential real estate developments. He is the former Chairman, CEO and President of TIB Financial Corporation (“TIB Financial”), which was a publicly traded bank holding company in Florida with $1.8 billion in assets. SKILLS & EXPERTISE Mr. Longe began his career as a loan officer and credit analyst at Bank One, Columbus, N.A. and Comerica Bank. He graduated from Albion College with a Bachelor of Arts in Economics and from the University of Detroit with a Masters of Business Administration. Mr. Longe brings a wealth of knowledge and experience in banking and real estate development, as well as experience managing a publicly held bank holding company and particular familiarity with our South Florida markets and the Florida Keys.
JIM RANKIN, JR. AGE: 55 DIRECTOR SINCE: 2017 COMMITTEES: Nominating and Corporate Governance Committee (Chair), Compensation Committee and Asset/Liability Committee			EXPERIENCE Jim Rankin, Jr. has served as a director of Home BancShares since 2017. He serves as Chairman of the Nominating and Corporate Governance Committee, and a member of the Compensation Committee and the Asset/Liability Committee of Home BancShares. Mr. Rankin has served as President of Trinity Development Company and Four Winds, Inc., two family-owned real estate development and management companies with primary business interests in Faulkner County, Arkansas, since 1999. Mr. Rankin is also an attorney serving in private practice since 1993. Mr. Rankin has been a director of our bank subsidiary, Centennial Bank, since 2001. He is a director and former chairman of the Conway Regional Heath System, a director of the Conway Development Corporation and a former chair of the board of directors of the Conway Regional Health System Foundation. Mr. Rankin was also appointed to serve on the Board of Trustees for the University of Central Arkansas He is a graduate of the University of Arkansas at Fayetteville and received his Juris Doctor from the University of Arkansas at Little Rock School of Law. SKILLS & EXPERTISE Mr. Rankin brings substantial experience and expertise in residential and commercial real estate, law and banking, and health services in addition to his knowledge and understanding of our business as a current director of Centennial Bank.

LARRY W. ROSS AGE: 75 DIRECTOR SINCE: 2021 COMMITTEES: Audit and Risk Committee and Asset/Liability Committee			EXPERIENCE Larry W. Ross was appointed as a director of Home BancShares, Inc. in January 2021. Mr. Ross serves on the Audit and Risk Committee and the Asset/Liability Committee of Home BancShares. He also serves as a member of the Centennial Bank Little Rock regional advisory board of directors where he has served since 2005. Mr. Ross is a member of the Pulaski County Bridge and Facilities Board; Arkansas PBS Foundation Board; and the North Little Rock Rotary Club, where he served as Past President. Mr. Ross is the former President of Ross Consulting Service, LLC and is a retired executive from AT&T/Southwestern Bell with more than 30 years of service. He is a retired Presiding Elder in the Christian Methodist Church, where he presided over 75 pastors and congregations in Arkansas. Mr. Ross is the former Chair of the Arkansas Independent Citizens Commission, former Chair of the Arkansas Educational Television Network Commission (AETN), former Board member of the national Association of Public Television Stations (APTS) now America’s Public Television Stations (APTS), and former Chair of the State of Arkansas Ethics Commission. He is a graduate of Philander Smith College in Little Rock, Arkansas, with a Bachelor of Arts Degree, and a Masters of Science in Education Degree from State College of Arkansas, now the University of Central Arkansas in Conway, with additional graduate studies at the University of Indiana-Bloomington and Arkansas State University in Jonesboro. Mr. Ross’ extensive business and leadership experience, his extensive community involvement and his knowledge of our Little Rock market through his membership on our Little Rock Region Advisory Board bring valuable insight to the Board. SKILLS & EXPERTISE Mr. Ross’ extensive business and leadership experience, his extensive community involvement and his knowledge of our Little Rock market through his membership on our Little Rock Region Advisory Board bring valuable insight to the Board.
DONNA J. TOWNSELL AGE: 52 DIRECTOR SINCE: 2019 COMMITTEES: Asset/Liability Committee			EXPERIENCE Donna J. Townsell was appointed as a director of Home BancShares, Inc. and Centennial Bank in February 2019. She serves on the Asset/Liability Committee of Home BancShares. Ms. Townsell has served as the Senior Executive Vice President of Home BancShares and Centennial Bank since October 2015. Since May 2018, she has served as Director of Investor Relations for Home BancShares, and from August 2016 to May 2018, she served as Director of Marketing for Centennial Bank. Prior to becoming Senior Executive Vice President, Ms. Townsell served as Project Manager for Centennial Bank and led the bank’s Build-A-Better-Bank (“B3”) campaign, which included the successful effort to improve the Company’s efficiency ratio, a long-term corporate goal of the Company. SKILLS & EXPERTISE Ms. Townsell joined the Company in 2007. She is a graduate of the University of Central Arkansas in Conway, Arkansas, and is the sister-in-law of the Company’s Chairman, John W. Allison. Ms. Townsell provides significant knowledge of the Company and its operations, along with experience and understanding of shareholder and investor relations, which the Board believes are valuable to the Company.

Executive Officers

Duties of the Board

Corporate Governance Guidelines and Policies

Director Independence

Board Structure and Role in Risk Oversight

Code of Ethics

We have adopted a Code of Ethics that applies to all of our directors, officers, and employees. We believe our Code of Ethics is reasonably designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of conflicts of interest, full, fair and accurate disclosure in filings and other public communications made by us, compliance with applicable laws, prompt internal reporting of ethics violations, and accountability for adherence to the Code of Ethics. This Code of Ethics is published in its entirety on our website at www.homebancshares.com under the caption “Investor Relations”/“Overview”/“Governance Documents.” We will post on our website any amendment to this code and any waivers of any provision of this code made for the benefit of any of our senior executive officers or directors.

Derivative Trading and Hedging

Committees of the Board

Audit

Compensation

Nominating and Corporate Governance

Asset/Liability

Milburn Adams

X

X

Robert H. Adcock, Jr.

X

John W. Allison

X

Richard H. Ashley

X

X

Mike D. Beebe

Chair

X

Brian S. Davis

Chair

Jack E. Engelkes

Chair

X

Tracy M. French

X

Karen E. Garrett

X

X

J. Pat Hickman

X

James G. Hinkle

X

X

Alex R. Lieblong

X

X

Thomas J. Longe

X

X

Jim Rankin, Jr.

X

Chair

X

Larry W. Ross

X

X

Donna J. Townsell

X

Number of Meetings

7

1

1

4

Audit and Risk Committee

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

•appoints, compensates, retains and oversees the independent auditors;

•pre-approves all auditing and appropriate non-auditing services performed by the independent auditor;

•discusses with the internal and independent auditors the scope and plans for their respective audits;

•reviews the results of each quarterly review and annual audit by the independent auditors;

•reviews the Company’s financial statements and related disclosures in the Company’s quarterly and annual reports prior to filing with the SEC;

•reviews the Company’s policies with respect to risk assessment and risk management;

•reviews the effectiveness of the Company’s internal control over financial reporting and its internal audit function;

•establishes procedures for handling complaints regarding accounting, internal accounting controls, and auditing matters, including procedures for confidential, anonymous submission of concerns by employees regarding such matters; and

•reviews the Company’s legal and regulatory compliance programs.

Compensation Committee

•reviews and approves corporate goals and objectives relevant to the compensation of our Chairman and our CEO;

•evaluates the performance and determines the annual compensation of the Chairman and the CEO in accordance with these goals and objectives;

•reviews and approves the amounts and terms of the annual compensation for our other executive officers;

•reviews and approves employment agreements, severance agreements or arrangements, retirement arrangements, change-in-control agreements/provisions and special supplemental benefits for the executive officers;

•reviews and makes recommendations to the Board with respect to incentive based compensation plans and equity based plans, and establishes criteria for and grants awards to participants under such plans;

•reviews and recommends to the Board the compensation for our directors; and

•reviews and recommends to the Board that the Compensation Discussion and Analysis be included in the annual proxy statement and Form 10-K annual report.

•review and discuss the recommendations made by the Chairman and CEO;

•review the performance of the Company and the individual officers;

•review the level to which the Company’s performance goals, as applicable, were attained and approve short-term cash bonus and long-term incentive awards; and

•determine the executive officers’ base salaries for the following year.

Compensation Committee Interlocks and Insider Participation

Nominating and Corporate Governance Committee

•developing and maintaining the Company’s corporate governance policies;

•identifying, screening and recruiting qualified individuals to become Board members;

•making recommendations regarding the composition of the Board and its committees;

•assisting the Board in assessing the Board’s effectiveness;

•assisting management in preparing the disclosures regarding the Committee’s operations to be included in the Company’s annual proxy statement; and

•reviewing and approving all related party transactions required to be disclosed in our annual proxy statement.

Director Candidate Qualifications

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

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

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

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

Director Nominations Process

•Strategy – knowledge of the Company’s business model, the formulation of corporate strategies, knowledge of key competitors and banking markets;

•Leadership – skills in coaching senior executives and the ability to assist in their development;

•Organizational issues – understanding of strategy implementation, management processes, group effectiveness and organizational design;

•Relationships – understanding how to interact with investors, regulatory bodies, and communities in which the Company operates;

•Functional – understanding of finance matters, financial statements and auditing procedures, technical expertise, legal issues, information technology and marketing; and

•Ethics – the ability to identify and raise key ethical issues concerning the activities of the Company and senior management as they affect the business community and society.

Asset/Liability Committee

•development and control over the implementation of liquidity, interest rate and market risk management policies;

•review of interest rate movements, forecasts, and the development of the Company’s strategy under specific market conditions; and

•continued monitoring of the overall asset/liability structure of our bank subsidiary to minimize interest rate sensitivity and liquidity risk.

Director Compensation Table

Name			Fees earned or paid in cash (1)			Stock awards (2)(3)			Option awards (2)(3)			Non-equity incentive plan compensation			Change in pension value and nonqualified compensation earnings			All other compensation (4)						Total
Milburn Adams			$	57,150		$	71,790		$	—		$	—		$	—		$	6,591					$	135,531
Robert H. Adcock, Jr.			48,650			71,790			—			—			—			10,255						130,695
Richard H. Ashley			160,425			71,790			—			—			—			6,591						238,806
Mike D. Beebe			37,000			71,790			—			—			—			7,616						116,406
Jack E. Engelkes			188,650			71,790			—			—			—			7,616						268,056
Karen E. Garrett			46,750			71,790			—			—			—			7,616						126,156
J. Pat Hickman			18,250			—			—			—			—			8,630						26,880
James G. Hinkle			34,500			71,790			—			—			—			7,616						113,906
Alex R. Lieblong			27,750			71,790			—			—			—			7,616						107,156
Thomas J. Longe			149,125			71,790			—			—			—			7,616						228,531
Jim Rankin, Jr.			163,300			71,790			—			—			—			7,616						242,706
Larry W. Ross			39,425			71,790			—			—			—			5,855						117,070
Donna J. Townsell (5)			—			71,790			—			192,000			—			385,512			(6)			649,302

(1)Includes Company Board of Directors and committee retainers and fees, subsidiary bank director fees, subsidiary bank advisory board fees and subsidiary bank committee fees.

(3)As of December 31, 2022, each of our non-employee directors, except for Mr. Hickman and Mr. Ross, held 6,000 restricted shares of our common stock and the following aggregate number of outstanding options to acquire our common stock: Mr. Ashley, 12,000; Mr. Engelkes, 5,000, and Mr. Longe, 6,000. Mr. Adams, Mr. Adcock, Mr. Beebe, Ms. Garrett, Mr. Hinkle, Mr. Lieblong and Mr. Rankin each held no options to acquire our common stock as of December 31, 2022. Mr. Hickman held no restricted shares of our common stock and no options to acquire our common stock as of December 31, 2022. Mr. Ross held 5,166 restricted shares of our common stock and 1,500 options to acquire our common stock as of December 31, 2022. Ms. Townsell held 31,000 restricted shares of our common stock and 180,000 options to acquire our common stock as of December 31, 2022.

(4)Includes income realized from restricted stock dividends, $3,960 for each of our non-employee directors, except for Mr. Ross and Mr. Hickman, director gifts for each non-employee director and cell phone expenses for Mr. Adcock. Includes income realized from restricted stock dividends of $2,200 for Mr. Ross. Mr. Hickman had no restricted dividends during 2022. See footnote 6 below for information regarding Ms. Townsell.

(5)Except for the reported stock award received in 2022 for her service as a director, the 2022 compensation reported for Ms. Townsell, was for her services as an executive officer. She does not receive any additional compensation for service as a director of the Company or its bank subsidiary. $32,000 of Ms. Townsell’s non-equity incentive plan amount earned in 2022 will be paid in January 2025, subject to Ms. Townsell’s continued employment with the Company.

(6)Includes salary, $320,215; annual discretionary bonus, $15,000; 401(k) contribution, $9,150; auto allowance, $15,600; country club dues, $2,423; and income realized from restricted stock dividends $20,460.

•an annual cash retainer of $10,000.

•an additional annual cash retainer of $2,500 to the chairmen of the Audit and Compensation Committees.

•$3,000 ($6,000 for our Chairman of the Board) for each Board meeting attended.

•$1,500 ($3,000 for the chairman) for the January Compensation Committee meeting.

•$1,000 ($2,000 for the chairman) for each other Compensation Committee meeting attended.

•$750 ($1,500 for the chairman) for each Audit and Risk Committee meeting attended.

•$750 for each Asset/Liability Committee meeting attended.

•$500 ($1,000 for the chairman) for each Nominating and Corporate Governance Committee meeting attended.

Name of Beneficial Owner			Amount and Nature of Beneficial Ownership			Percent of Shares Outstanding (1)
5% or greater holders:
BlackRock, Inc.(2)			22,802,579			11.20		%
The Vanguard Group(3)			21,267,212			10.45		%
Directors and named executive officers:
Milburn Adams(4)			145,050			*
Robert H. Adcock, Jr.(5)			1,466,930			*
John W. Allison(6)			6,926,810			3.40		%
Richard H. Ashley(7)(8)			2,586,241			1.27		%
Mike D. Beebe(9)			19,000			*
Brian S. Davis(7)(10)			258,430			*
Jack E. Engelkes(11)			411,593			*
Tracy M. French(7)(12)			637,004			*
Karen E. Garrett(13)			22,000			*
J. Pat Hickman(14)			587,717			*
James G. Hinkle(15)			623,752			*
Alex R. Lieblong(16)			640,483			*
Thomas J. Longe(7)(17)			36,500			*
Jim Rankin, Jr.(18)			220,125			*
Larry W. Ross(7)(19)			58,625			*
J. Stephen Tipton(7)(20)			123,437			*
Donna J. Townsell(7)(21)			400,369			*
Mikel Williamson(22)			142,918			*
All directors and executive officers as a group (21 persons)(8)			15,727,354			7.72		%

*Less than 1%.

(1)The percentage of our common stock beneficially owned was calculated based on 203,607,141 shares of our common stock outstanding as of January 31, 2023. 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, 2023.

(2)Based on information as of December 31, 2022, obtained from a Schedule 13G/A filed with the SEC on or about January 26, 2023, by BlackRock, Inc., located at 55 East 52nd Street, New York, New York 10055 (“BlackRock”). BlackRock reported in its Schedule 13G/A that it has sole voting power over 22,382,673 shares, sole dispositive power over 22,802,579 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, 2022, obtained from a Schedule 13G/A filed with the SEC on or about February 9, 2023, 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 148,346 shares, sole dispositive power over 20,929,980 shares and shared dispositive power over 337,232 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.

(5)Includes 79,426 shares held in Mr. Adcock’s IRA account, 1,151,044 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 860,360 shares owned by Mr. Allison’s spouse, 1,605 shares held in Mr. Allison’s IRA, 455,000 shares of restricted stock, 25,364 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, 2023, as follows: Mr. Ashley, 12,000; Mr. Davis, 158,000 shares; Mr. French, 310,000 shares; Mr. Longe, 6,000 shares; Mr. Ross, 1,500 shares; Mr. Tipton, 64,000 shares; Ms. Townsell, 148,000 shares; and all directors and executive officers as a group, 909,500 shares.

(8)Includes 17,682 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, 34,418 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, 1,340 shares for which Mr. Ashley is custodian for his children and 837,312 shares pledged as security.

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

(10)Includes 2,643 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 417 shares owned by the IRA of Mr. Engelkes’ spouse, 194,852 shares owned by Mr. Engelkes’ spouse, and 6,000 shares of restricted stock.

(12)Includes 47,383 shares owned by Mr. French’s 401(k) plan, 29,672 shares held in Mr. French’s IRA and 81,000 shares of restricted stock.

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

(14)Includes 3,000 shares of restricted stock, 116,100 shares owned by Mr. Hickman’s IRA, 62,930 shares owned by the Hickman Family Education Trust, and 11,690 shares owned by the IRA of Mr. Hickman’s spouse and 225,000 shares pledged as security..

(15)Includes 587,127 shares owned by the James G. Hinkle Revocable Trust and 6,000 shares of restricted stock.

(16)Includes 6,000 shares of restricted stock, 55,000 shares owned by the Key Colony Fund and 400,000 shares pledged as security on a margin account that had a zero balance at January 31, 2023.

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

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

(19)Includes 5,166 shares of restricted stock and 34,613 shared owned by Mr. Ross’ IRA.

(20)Includes 21,129 shares owned by Mr. Tipton’s 401(k) plan and 30,000 shares of restricted stock.

(21)Includes 31,000 shares of restricted stock and 32,744 shares for which Ms. Townsell is custodian for her child.

(22)Includes 50,000 shares of restricted stock and 21,973 shares held in Mr. Williamson’s IRA.

Named Executive Officers for 2022

•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

•J. Stephen Tipton, Chief Operating Officer

•Mikel Williamson, Regional President of our bank subsidiary

2022 Performance Highlights

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

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

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 customers, shareholders and bankers while enriching the communities we serve. For the year ended December 31, 2022, the Company reported net income of $305.3 million and earnings per share of $1.57. Our continued strong performance is reflected in the following annual metrics that represent Company records in 2022:

Record Annual Metrics			12/31/2022
Total Assets			$22.9 billion
Total Loans			$14.4 billion
Total Investments			$5.3 billion
Total Deposits			$17.9 billion
Total Equity			$3.5 billion
Total Net Interest Income			$758.7 million
Total Non-Interest Income			$175.1 million
Dividends to Shareholders			$0.66/share
Book Value			$17.33/share
Earnings, as adjusted (non-GAAP)(1)			$375.9 million
Earnings per share, as adjusted (non-GAAP)(1)			$1.93/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.

On April 1, 2022, the Company completed its 25th acquisition since the Company’s founding in 1998, its largest to date and its first in the state of Texas with the acquisition of Happy Bancshares, Inc. (“Happy”) and its bank subsidiary, Happy State Bank, headquartered in Amarillo, Texas, for a total transaction value of approximately $962.5 million. As of the acquisition date, Happy had approximately $6.69 billion in total assets, $3.65 billion in loans and $5.86 billion in customer deposits, including the effects of the known purchase accounting adjustments. The Company issued approximately 42.4 million shares of its common stock valued at approximately $958.8 million as of April 1, 2022 in connection with the acquisition. The acquisition added new markets for expansion and brought complementary businesses together to drive synergies and growth. Following the acquisition, Centennial Bank now operates 63 branches in Texas

ü    Converted over 145,000 checking and savings accounts with a balance of over $5 billion.

ü    Converted over 193,000 Happy State Bank customers.

ü    Onboarded 862 employees of Happy State Bank and have created new jobs within Happy’s footprint for additional employment opportunities.

ü    Call volume in our Customer Care Center increased by over 619,000 calls during the six months ended December 31, 2022, as compared to the same six-month period for 2021. The ongoing average monthly call volume has increased by over 34,000 inbound calls as compared to the prior year.

ü    Happy State Bank customers were allowed to retain their debit card and avoid the hassle of a debit card conversion.

Executive Compensation Highlights

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

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 named executive officers over the last three years is aligned with Company performance.

ü    Our cash and equity incentive programs, including the 2022 Equity Incentive Plan, contain meaningful clawback features.

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.

Compensation Philosophy

•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 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 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.

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 returns realized by our shareholders. 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 60 of this Proxy Statement. As 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 return over the three year period ending December 31, 2022 exceeds the corresponding three-year cumulative total shareholder return of the comparative industry index of other banking institutions.

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

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

•Implementing a new 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 new cash and equity incentive programs.

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

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

The Committee has considered the results of the 2022 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 by providing them an equity stake in the Company that aligns their interests with our shareholders. The Company has included in this Proxy Statement a similar proposal providing for an advisory vote to approve the compensation of our executives in accordance with the shareholders’ recommendation. See Proposal Two - Advisory (Non-binding) Vote Approving Executive Compensation below.

Aligning Executive Compensation with Metrics that Drive Shareholder Value

•An annual cash bonus plan for all NEOs with predetermined performance goals and payout formulas, and

•Issuing two-thirds of the CEO’s long-term equity incentive compensation in the form of performance-based restricted shares which vest at the end of a three-year performance period based on the Company’s performance relative to its peers in certain key financial metrics that the Committee believes drive strong earnings and 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%)

Compensation Committee Role and Decision-Making Process

•Return on assets,

•Return on tangible common equity,

•Efficiency ratio,

•Net interest margin, and

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

The Committee in the past has compared total compensation levels for the executive officers to the compensation paid to executives in a peer group. For 2021, the Committee utilized a peer group of six comparable banks and bank holding companies to review and analyze our Chairman and CEO’s compensation as compared to market practices. This group of banking organizations was compiled by considering banks with total assets within a range of approximately $10 billion to $50 billion and selecting the following peer companies based on regional geographic proximity, including two Arkansas-based peers, and financial performance in certain key metrics:

•Bank OZK •Independent Bank Group •PacWest Bancorp			•Renasant Corporation •Simmons First National Corporation •Western Alliance Bancorporation

See Executive Compensation – Employment Agreements for further discussion of the terms of these agreements.

Components of Compensation

•Base salary

•Annual cash incentives (bonuses)

•Equity incentive compensation (restricted stock and stock options)

•Retirement and insurance benefit plans

•Certain defined perquisites

			2021 Base Salary ($)			Increase (%)			2022 Base Salary ($)			Increase (%)			2023 Base Salary ($)
John W. Allison			500,000			30.0			650,000			15.4			750,000
Brian S. Davis			350,000			2.5			358,750			2.5			367,718
Tracy M. French			600,000			8.3			650,000			7.7			700,000
J. Stephen Tipton			400,000			5.0			420,000			7.2			450,240
Mikel Williamson			—			—			(1)			(1)			(1)

(1)Under the terms of Mr. Williamson’s employment agreement, his annual base salary effective May 31, 2022 is $500,000 and will increase to $700,000 on April 1, 2023.

The Compensation Committee has adopted a Performance-Based Executive Incentive Plan (the “Executive Incentive Plan”) which utilizes a combination of absolute and relative performance measures focused on certain Company financial metrics as well as an individual performance component. These measures focus on the 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 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 various performance measures for 2022, including the targeted and actual performance level for each component, are provided in the table below. In setting targets for 2022, the Committee chose not to adjust the target performance levels following 2021 due to uncertainties as to how the anticipated acquisition and integration of Happy Bancshares, the largest acquisition in the Company’s history, would impact the Company’s performance for 2022 as well as how the economic uncertainties from the COVID-19 pandemic and the effects of the pandemic and the various governmental measures adopted or implemented in response to the pandemic would impact the Company’s business during 2022. 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%			1.67		%
Return on Tangible Common Equity, as adjusted (2)			20		%	10		%	≥  10%			18.84		%
Efficiency Ratio, as adjusted (3)			20		%	10		%	Under 47%			44.55		%
Net Charge-off Ratio (4)			20		%	10		%	≤ 1%			0.13		%
Individual Performance Component (5)			20		%	10		%	—			—
Peer Comparison Performance Measures (6)
Return on Average Assets			—			12.5		%	50th or above			90th
Return on Tangible Common Equity			—			12.5		%	50th or above			77th
Efficiency Ratio			—			12.5		%	50th or above			85th
Net Interest Margin (7)			—			12.5		%	50th or above			90th

(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, excludes merger and acquisition expenses, initial provision for credit losses-acquisition, TRUPS redemption fees, fair value adjustment for marketable securities, gain on securities, recoveries on historic losses, special dividend from equity investment, special lawsuit settlement, net of expense, and hurricane expense.

(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, excluding fair value adjustment for marketable securities; special dividend from equity investment; gain (loss)

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

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

(6)Because the peer group financial results as of December 31, 2022 were not yet available when the Committee met to determine 2022 bonus amounts, the Committee applied these performance measures based on the Company’s and the peer group’s performance as of and for the nine-month period ended September 30, 2022 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 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.

			Target			2022 EIP Bonus						2022 EIP Bonus Earned
Name			(% of Base Salary)			Earned ($)						(% of Base Salary)
John W. Allison			100		%	650,000						100		%
Brian S. Davis			60		%	215,250						60		%
Tracy M. French			60		%	390,000						60		%
J. Stephen Tipton			60		%	252,000						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 determines that the performance measure was not satisfied once the peer companies’ fourth quarter financial results are received.

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

(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.

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.

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.

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 a tax-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 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.

Salary Continuation Plan Agreement. Prior to our acquisition of Happy Bancshares, Inc., Happy State Bank entered into executive salary continuation plan agreements with its Chief Executive Officer, Mikel Williamson, and certain of its other executive officers. Under Mr. Williamson’s agreement, Happy State Bank agreed to provide a defined monthly benefit to Mr. Williamson, commencing upon his separation from service after attaining a designated retirement age of 65, or in certain cases upon a separation of service prior to attaining age 65, and continuing for 180 months thereafter. The agreement provides that Mr. Williamson would become 50% vested in his accrued account balance after 15 years of service and 100% vested in the accrued account balance upon his disability, attaining age 65 while employed, or an earlier change in control of the bank. The agreement also provides that his accrued account balance would be paid in a lump sum upon his death to Mr. Williamson’s beneficiaries. Once he reaches age 65, the defined benefit amount becomes fixed, except in the event of his disability or death prior to separation from service. Upon the Company’s acquisition of Happy Bancshares, Inc. and Happy State Bank, the Company assumed the agreement, and Mr. Williamson became fully vested in his accrued account balance.

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 2022.

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.

•401(k) contributions

•Country club dues

•Car allowance

•Use of company owned car