Dear Shareholder,

In 2019,spite of the macroeconomic challenges of the past year, Wilson Bank & Trust enjoyed anotherexperienced steady growth in deposits and net income during 2022 as well as a record year for loan growth, which we believe puts us in a position to head into 2023 with a strong balance sheet. As we look forward to a year of successesgrowth opportunities in new markets, our focus remains on planning for the future needs of our customers, employees, shareholders and celebrated some significant momentsthe communities in which we serve.

The enclosed 2022 annual report includes a financial update and just a few stories of the impact our customers are making in the communities we serve. The financial achievements of this year were the result of an overall growing market in Middle Tennessee, new product offerings, and an intentional approach to growing our loan portfolio by providing capital and funding for growth and expansion to the consumers and businesses in our bank’s story. Headed into 2020, we believe our strong tradition is merging with a long-term future that is not only bright, but filled with even more possibility.markets

In the attached 2019 annual report, you can read in detail the figures that represented a new record amount of net earnings of $36,044,000 for Wilson Bank Holding Company and we were also ableaddition to continue to grow deposits as well as loans, even in the face of significant payoffs and paydowns. Also outlined in the early pages of the report are some other meaningful indicators of achievement and continued growth in 2019.

Along with your copy of theour annual report, a proxy statement and shareholder voting sheet for our annual meeting are enclosed. Please be sure to vote by proxy even if you plan to attend the annual meeting. For your convenience, thisvoting can be done online throughin advance of the shareholder portal at wilsonbank.com, or you can submitmeeting by returning your completed voting sheet in the mail.by mail or voting online. Instructions for casting your vote online are included with this letter. If you need assistance, with the online portal, please contact Kayla Hawkinsus at (615) 443-5901; Tanner Troutt at (615) 547-5390; or Heather Wyrick at (615) 547-5428.443-5900.

Our 2023 annual meeting takeswill take place Tuesday, April 25, 2023 at our Main Office6 p.m. at 623 West Main Street,the Clemons-Richerson Operations Center, located at 105 North Castle Heights Avenue, Lebanon, TN on Tuesday, April 28^th, at 7 p.m.37087. We intendare excited to hold our annual meeting in person. However, we are actively monitoringhave the coronavirus (COVID-19); we are sensitiveopportunity to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting by means of remote communication or as a hybrid formatmeet with a small in-person component along with a contemporaneous virtual option. Please monitor our website at www.wilsonbank.com for updated information. If you are planning to attend our meeting, please check the website one week prior to the meeting date.again this year. As always, we encourage you to vote your shares prior to the annual meeting.ahead of time.

Thank you for your continued investment insupport of Wilson Bank Holding Company.& Trust and its mission as an independent, community-focused institution.

Sincerely,

WILSON BANK HOLDING COMPANY

John McDearman, III	Jimmy Comer Elmer Richerson
President/CEO	Chairman

INSTRUCTIONS FOR VOTING YOUR PROXY ONLINE

WILSON BANK HOLDING COMPANY

LEBANON, TENNESSEE

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Wilson Bank Holding Company:

The Annual Meeting of Shareholders (the “Annual Meeting”) of Wilson Bank Holding Company (the “Company”) will be held on Tuesday, April 28, 202025, 2023 at 7:006:00. p.m. (CDT) at Wilson Bank & Trust,the Clemons-Richerson Operations Center of the Company, located at 623 West Main Street,105 North Castle Heights Avenue, Lebanon, TennesseeTN 37087, for the following purposes:

(1)     To elect three (3) Class I directors to hold office for a term of three (3) years and until their successors are duly elected and qualified;

(2)     To ratify the appointment of Maggart & Associates, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020;2023; 

(3)     To hold a non-binding, advisory vote on the Company’s named executive officer compensation programs and practices; as disclosed in this proxy statement,

(4)     To hold a non-binding, advisory vote on the frequency (annually, every year or every three years) that shareholders of the Company will have a non-binding, advisory vote on the compensation of the Company's names executive officers, and

(4)(5)     To transact such other business as may properly come before the Annual Meeting or any adjournment(s) thereof.

Only shareholders of record at the close of business on February 25, 202022, 2023 are entitled to notice of and to vote at the Annual Meeting or any adjournment(s) thereof.

Your attention is directed to the Proxy Statement accompanying this Notice for a more complete statement regarding the matters proposed to be acted upon at the Annual Meeting.

By Order of the Board of Directors,

	By Order of the Board of Directors,
	Lisa T. Pominski, Secretary

March 2724, 202023

YOUR REPRESENTATION AT THE ANNUAL MEETING IS IMPORTANT.TO ENSURE YOUR REPRESENTATION, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE AND SUBMIT YOUR PROXY. YOU MAY VOTE BY EITHER (I) COMPLETING, DATING, SIGNING AND RETURNING THE ENCLOSED PROXY CARD OR (II) IF YOU HAVE ACCESS TO THE COMPANY'S SHAREHOLDER PORTAL, BY VOTING VIA THE PORTAL.SHOULD YOU SUBSEQUENTLY DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AS PROVIDED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME BEFORE IT IS VOTED.VOTED

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

Important Notice Regarding the Availability of Proxy Materials for the

Annual Shareholder Meeting to be Held on April 28, 202025, 2023

Pursuant to rules promulgated by the Securities and Exchange Commission, we have elected to provide access to these proxy statement materials (which includes this proxy statement, a proxy card and our 20192022 Annual Report) both by sending you this full set of proxy statement materials, including a proxy card, and by notifying you of the availability of such materials on the Internet.

This proxy statement, the Company’s 20192022 Annual Report and a proxy card are available at: www.wilsonbank.com.

The Annual Meeting of Shareholders will be held on April 28, 202025, 2023 at 7:6:00 p.m. (CDT) at Wilson Bank & Trust, 623 West Main Street,the Company’s Clemons-Richerson Operations Center, 105 North Castle Heights Avenue, Lebanon, TennesseeTN 37087. In order to obtain directions to attend the Annual Meeting of Shareholders, please call 615-444-2265. 

The proposals to be voted upon at the Annual Meeting of Shareholders (each, a “Proposal”), all of which are more completely set forth in this proxy statement, are as follows:

Our Board of Directors recommends that you vote FOR the approval of Proposal #1, Proposal #2 and Proposal#3; and FOR the frequency of every three years for Proposal #3.

#4.

WILSON BANK HOLDING COMPANY LEBANON, TENNESSEE

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Wilson Bank Holding Company (the “Company”) of proxies for the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held on Tuesday, April 28, 2020,25, 2023, at Wilson Bank & Trust, 623 W. Main Street,the Clemons-Richerson Operations Center, 105 North Castle Heights Avenue, Lebanon, Tennessee 37087, at 7:006:00. p.m. (CDT).  This proxy material was first mailed to shareholders on or about March 27, 2020.24, 2023.

If you vote and submit and do not revoke your proxy, the persons appointed as proxies will vote your shares according to the instructions you have specified on the proxy card. If you submit your executed proxy card but do not specify how the persons appointed as proxies are to vote your shares, your proxy will be voted “For” the election of the director nominees set out below, “For” the ratification of Maggart & Associates, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 and “For” the non-binding, advisory vote on the Company’s executive compensation programs and practices. follows:

A proxy may be revoked by a shareholder at any time prior to its use by filing with the Secretary of the Company a written revocation or a duly executed proxy card bearing a later date, by attending the Annual Meeting and voting in personduring the Annual Meeting or, if you have access to the Company's online shareholder portal, by submitting a new proxy via the shareholder portal (only your last proxy submitted prior to the Annual Meeting will count). If any nominee for election to the Board named in this Proxy Statement becomes unavailable to serve for any reason, the proxysubmitted proxies may be voted "For" a substitute nominee selected by the Board or a vacancy will occur on the Board of Directors, which, pursuant to the Company's Charter,charter, may be filled only by the Board, or the Board may reduce the size of the Board to eliminate the vacancy.

Only holders of record of the Company’s common stock (the “Common Stock”) at the close of business on February 25, 202022, 2023 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting.  As of the Record Date, the Company had 10,888,53011,307,178 shares of Common Stock issued and outstanding, the holders of which are entitled to one (1) vote for each share held on each of the matters to be voted upon at the Annual Meeting.  The representation in person or by proxy of at least a majority of the outstanding shares entitled to vote is necessary to provide a quorum at the meeting.Annual Meeting.  The director nominees shall be elected by a plurality of the votes cast in the election by the holders of Common Stock represented and entitled to vote at the Annual Meeting.  The approval of the ratification of Maggart & Associates, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020,2023 and the approval on a non-binding, advisory vote onbasis of the Company’s named executive officers’ compensation programs and practices,as disclosed in this proxy statement and any other matters submitted to the shareholders at the Annual Meeting (other than Proposal #4) but not proposed in this Proxy Statement will be approved if the number of shares of Common Stock voted in favor of the proposal exceeds the number of shares of Common Stock voted against it. The frequency receiving the most votes on Proposal #4 will be the Company’s shareholders’ recommendation on the non-binding advisory vote on the frequency with which future votes on the compensation of the Company’s named executive officers will be held. The Board of Directors of the Company does not know of any other matters which will be presented for action at the Annual Meeting other than those proposed in this Proxy Statement, but the persons named in the proxy (who are officers or directors of the Company) intend to vote or act with respect to any other proposal which may be properly presented for action according to their best judgment. You are requested to vote and submit your proxy promptly, even if you plan to attend the Annual Meeting in person. You may vote by completing, dating, signing and returning the enclosed proxy card or, if you have access to the Company's shareholder portal, by voting on the Internet via the portal.

Abstentions and “non-votes” are accounted as “present” in determining whether a quorum is present. A “non-vote” occurs when a nominee holding shares for a beneficial owner votes on one (1) proposal, but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions from the beneficial owner.  Pursuant to the rules of the New York Stock Exchange (the “NYSE”), if you hold your shares in “street name” through a broker or other nominee and your broker does not receive voting instructions from you, your broker will not be able to vote your shares in the election of

directors or on the non-binding, advisory vote on the Company’s named executive officers’ compensation as disclosed in this proxy statement or on the non-binding advisory vote on the frequency with which future non-binding, advisory votes on the Company’s named executive officers’ compensation will be held, resulting in a broker non-vote.non-vote on these proposals. So long as a quorum is present, a “non-vote” or abstention will have no effect on the approval of the nominees to the Company’s board of directors, the approval of the ratification of Maggart & Associates, P.C. as the Company’s independent registered public accounting firm, the approval on a non-binding, advisory basis of the non-binding, advisoryCompany’s named executive officers’ compensation as disclosed in this proxy statement, the vote on the frequency with which future votes on the Company’s named executive officers’ compensation programs and practices,will be held, or an approval of any other proposal that properly comes before the Annual Meeting. Approval of the ratification of Maggart & Associates, P.C. as the Company’s independent registered public accounting firm is a routine matter on which brokers may vote without specific instructions from shareholders. 

The cost of solicitation of proxies will be borne by the Company, including expenses in connection with preparing, assembling, and mailing this Proxy Statement.  Such solicitation will be made by mail, and may also be made by the Company’s directors, officers or employees personally or by telephone or other form of electronic communication, in each case without additional consideration.  The Company may reimburse brokers, custodians and nominees for their expenses in sending proxies and proxy materials to beneficial owners.

Wilson Bank and Trust (the “Bank”) is located in Lebanon, Tennessee and is a wholly-owned subsidiary of the Company.  The Bank is the only direct subsidiary of the Company.

Important Notice Regarding the Location The Bank owns 51% of the Annual Meeting:

We intend to holdoutstanding equity interests in Encompass Home Loan Lending, LLC (“Encompass”), a mortgage loan originating joint venture the Annual Meeting in person. However, we are actively monitoring the coronavirus (COVID-19); we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold the Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our website at www.wilsonbank.com for updated information. If you are planning to attend the Annual Meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.Bank has entered into with two residential name building companies.

STOCK OWNERSHIP

There are no persons who are the beneficial owners of more than 5% of the Common Stock, the Company's only class of voting securities.

The following table sets forth information regarding the beneficial ownership of the Company’s Common Stock as of February 25, 202022, 2023 (unless otherwise noted), for:

The percentages of shares outstanding provided in the table below are based on 10,888,530 voting11,571,627 shares of Common Stock outstanding as of February 25, 2020.the Record Date. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and generally includes voting or investment power with respect to securities.  Unless otherwise indicated, each person or entity named in the table below has sole voting and investment power, or shares voting and investment power with his or her spouse, children or other dependents, with respect to all shares of stock listed as owned by that person.  The number of shares shown does not include the interest of certain persons in shares held by family members in their own right.  Shares issuable upon exercise of options that are exercisable within sixty (60) days of February 25, 2020the Record Date are considered outstanding for the purpose of calculating the percentage of outstanding shares of Company Common Stock held by the individual, but not for the purpose of calculating the percentage of outstanding shares held by any other individual.  

__________________

PROPOSAL 1 — ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of nine (9)ten (10) members.  The Company’s bylaws provide for a minimum of five (5) and maximum of fifteen (15) directors, the exact number to be set by the Company’s Board of Directors. The Company’s charter provides that the Board of Directors shall be divided into three (3) classes, each class to be as nearly equal in number as possible. The terms of the three (3) Class I directors expire at the Annual Meeting.  These directors are J. Randall Clemons, William P. Jordan, and James Anthony Patton. The nomination of J. Randall Clemons, William P. Jordan, and James Anthony Patton has been approved by the Company’s Board of Directors.

Unless contrary instructions are received, the enclosed proxy, to the extent returned executed and unspecified, will be voted in favor of the election as directors of the nominees listed below.  Each nominee has consented to be a candidate and to serve, if elected. Messrs. Clemons, Jordan, and Patton are currently serving as a directors of the Company. While the Company’s Board of Directors has no reason to believe that any nominee will be unable to accept nomination or election as a director, if such event should occur, proxies will be voted with discretionary authority for a substitute or substitutes who will be designated by the Company’s current Board of Directors or either a vacancy will occur, which, pursuant to the Company's Charter,charter, may only be filled by the Board, or the Board will vote to reduce the size of the Board to eliminate the vacancy.

Information Concerning Nominees and Continuing Directors

The following table contains certain information concerning the nominees and continuing directors, which information has been furnished to the Company by the individuals named below:

_____________________________

Director Qualifications

The information describing the current position and prior business experience of each of the nominees and continuing directors above and below contains information regarding the person’s service as a director, business experience, director positions held currently or at any time during the last five (5) years for any company whose shares are registered with the SEC and the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person should serve as a director for the Company.

Mr. Bell has extensive real estate construction and development experience as the owner of a building enterprise that engages in residential and commercial construction in the Company’s market areas.

Mr. Jordan has extensive experience in the real estate industry as a real estate investor in Middle Tennessee.  He is also involved in a number of community and public service activities in the Company’s market area.areas.

Mr. Richerson has extensive experience as a banker in the Company’s market area and is a community leader that is actively involved in a number of community activities.  His extensive knowledge of the Bank’s history allows him to provide the Board of Directors with company-specific experience and expertise.

Mr. Comer has extensive agricultural expertise having been involved in agricultural-related professions for over 20 years.  He also has extensive experience in making loans and other extensions of credit to agricultural borrowers in the Company’s market area.areas.

Mr. Clemons has extensive experience as a banker in the Company’s market area and is a community leader that is actively involved in a number of community activities.  His extensive knowledge of the Bank’s history allows him to provide the Board of Directors with company-specific experience and expertise.

Mr. Patton’s previous experience in sales and contract negotiation in the medical industry gives him knowledge of board functions and financials that allows him to offer insight to the Board of Directors on a wide range of matters impacting the Company’s operations.

              Mr. McDearman has extensive experience as a banker in the Company’s market area and is a community leader that is actively involved in a number of community activities.  He is able to provide insight to the Board of Directors on

the factors that impact the Company and the communities the Company serves and his day to dayday-to-day management of the Bank allows him to provide the Board of Directors with company-specific experience and expertise.

Mr. Swain has extensive experience as a salesman and business owner.  His years of experience in the building industry including management, human resources, sales, marketing and advertising allows him to provide the Board of Directors with knowledge in these areas.

Mr. Maynard has extensive business experience in the transportation and paving industry. His experience and knowledge of businesses in the Company’s market area will allowallows him to offer business insight to the Board of Directors on a wide range of matters impacting the Company’s operations.

Ms. Varallo has extensive experience in marketing and public relations and is a community leader that is actively involved in a number of community activities.  Her extensive knowledge of marketing, social media and public relations allows her to provide insight to the Board of Directors on the potential impact of external communication to customers and shareholders, provide insight on new products and services the bank is considering, and communicate observations of other marketing-related trends she encounters in the Company’s market areas.

Director Independence

The Board of Directors has determined that each of the following directors is an “independent director” within the meaning of the listing standards of the NYSE:

J. Randall Clemons:          James F. Comer;                   

William P. Jordan;             

Michael G. Maynard;       Clinton M. Swain.

James Anthony Patton;      H. Elmer Richerson;         

Clinton M. Swain; and       Deborah Varallo

Description of the Board and Committees of the Board

The Company does not have an executive compensationcommittee or nominating committee.  The Board of Directors of the Company also serves as the Board of Directors of the Bank.  The Company does not have an executive compensation committee. Rather the Board of Directors of the Company and the Board of Directors of the Bank, based upon recommendations by the Personnel Committee of the Board of Directors of the Bank, establish general compensation policies and programs for the Company and the Bank and determine annually the compensation to be paid to Company and Bank employees, including their respective executive officers.  TheLikewise, the Board of Directors does not believe it is necessary to have a nominating committee because the Boards of Directors of the Company and the Bank work together to develop general criteria concerning the qualifications, recommendations and selection of directors and officers of the Company and the Bank, including considering recommendations made for such positions by shareholders of the Company. All of the Company’s directors participate in the consideration of director nominees. Messrs. McDearman and Bell would not be considered “independent” within the meaning of the NYSE listing standards for executive compensation and nominating committees, the latter of which is due to the amounts paid to his construction company by the Company for certain bank building projects. See “Certain Relationships and Related Transactions” elsewhere in this proxy statement for more information on the payments to Mr. Bell’s construction company.

Each potential director nominee is evaluated on the same basis regardless of whether he or she is recommended by management, a director or a shareholder. The Board of Directors has not adopted a policy with respect to minimum qualifications for directors, nor has the Board of Directors adopted a formal diversity policy for nominees. Rather, the Board of Directors annually reviews and determines the specific qualifications and skills that one or more directors must possess in the context of the then current needs of the Board of Directors with respect to experience, expertise and age. In making recommendations for nominees to the Board of Directors, the Board of Directors seeks to include directors who,

when taken together with the other nominees and continuing directors, will create a Board of Directors that offers a diversity of education, professional experience, background, age, perspective, viewpoints and skill. Each of the nominees for director to be elected at the Annual Meeting was nominated and recommended by the Board of Directors.

The Company has not received director nominee recommendations from any shareholders for the terms of any directors whose terms would commence following the Annual Meeting and expire in 2023.2026. The Board of Directors will consider nominees recommended by shareholders in the same fashion as nominees recommended by directors or management, provided that such recommendations are submitted to the Board of Directors in writing, describe the reasons why the shareholder finds the recommended person to be a qualified candidate and comply with the requirements of the Company’s Bylaws.bylaws.

The Board of Directors of the Company has no standing committees other than the Audit Committee.  The Board of Directors of the Bank has eight standing committees consisting of the Audit, Executive, Personnel, Finance, Marketing, Building, Investment, and Data ProcessingTechnology Steering Committee. The Chairman of the Board of Directors of the Company, Mr. James F. ComerH. Elmer Richerson is a member of all committees.  The Chairman of the Board of Directors of the Bank, Mr. Clemons, and Mr. McDearman, areis also membersa member of all of the committees with the exception that Mr. Clemons and Mr. McDearman areis not membersa member of the Personnel Committee or the Audit Committee. The members of each committee are generally appointed in May of each year and serve until the following May.  Therefore, the committee members identified below may not have been on each identified committee for the entire 20192022 fiscal year.  Unless otherwise provided below, the members identified below are the current members of the applicable committees.

Audit Committee.  The Company has a separately-designated standing audit committee, composed of Messrs. Jordan,Swain, Patton, Comer, and Maynard, Patton, and Swain, with Mr. JordanSwain serving as the committee’s Chairman.chairman.  The Audit Committee reviews annual and interim reports of the independent auditors and provides advice and assistance regarding the accounting, auditing and financial reporting practices of the Company and the Bank.  The Audit Committee operates pursuant to the terms of a charter which was adopted by the Board of Directors in December 2004 and amended and restated in February 2020 (the “Audit Committee Charter”). A copy of the Audit Committee Charter is available on the Company’s website.  All of the Audit Committee’s members are independent under the current listing standards of the NYSE.While the The Board of Directors believes that certain of its audit committee members are financially literate and have a level of financial sophistication necessary to serve on the Audit Committee, it has determined that the Company does not haveElmer Richerson is an “audit committee financial expert” and “independent” as those terms are defined by the SEC’s rules and regulations serving on the Audit Committee. The Board of Directors further believes that the current members of the Company’s Board of Directors provide a breadth of experience and level of community relationships that are important to the Company and that it would be difficult for the Company to attract an additional director that meets the requirements of an “audit committee financial expert” who also has those similar relationships. In making its determination, the Board of Directors particularly considered the size and nature of the Company’s business and the importance of the directors’ knowledge of the local communities served by the Bank.regulations.  The Audit Committee held five (5)four (4) meetings during 2019.2022.

Executive Committee.  The Executive Committee is composed of Messrs. Jordan, Bell, Jordan,Comer, and Patton, with Mr. Jordan serving as the committee’s Chairman.chairman.  The Executive Committee reviews corporate activities of the Company and the Bank, makes recommendations to the Board of Directors of the Company and the Bank on their respective policy matters and makes executive decisions on matters that do not require a meeting of the full Board of Directors.  The Executive Committee held twelve (12) meetings during 2019.2022.

Personnel Committee.  The Personnel Committee is composed of Messrs. Patton, Jordan Patton, and Swain,Maynard, with Mr. Patton serving as the committee’s Chairman.chairman.  The Personnel Committee considers and recommends to the Board of Directors of the Bank for its approval the compensation of the Bank’s personnel, including the Named Executive Officers.  This committee, all of the members of which are independent under the listing standards of the NYSE, held six (6)five (5) meetings during 2019.2022. This Committee does not have a written charter.  Compensation decisions for the Company’s executive officers, including its Named Executive Officers, are made by the Board of Directors of the Company upon recommendation of the Personnel Committee. Each of Mr. Clemons and Mr. McDearman abstainedabstains from voting on his own compensation when approved by the Board of Directors.

The agenda for meetings of the Personnel Committee is determined by its Chairman with the assistance of the Bank’s HR Director and the Company’s Chief Executive Officer. Personnel Committee meetings are regularly attended by the Chairman of the Board, the Chief Executive Officer, the President, the Bank’s Human Resources Director, and the Bank’s Chief Human ResourcesOperations Officer. When considering the compensation of the Chief Executive Officer and President, the Personnel Committee meets in executive session without the Chief Executive Officer's or President's participation. The Personnel Committee’s Chairmanchairman reports the committee’s recommendations on executive compensation to the Board of Directors of the Bank and the Company. The Bank’s human resources and accounting departments support the Personnel

Committee in its duties and may be delegated authority to fulfill certain administrative duties regarding the compensation programs.

Finance Committee.  The Finance Committee functions as the credit review board of the Bank.  This committee reviews loan applications meeting certain criteria and approves those found creditworthy.  In addition, this committee reviews all loans that are funded.  The committee is comprised of Messrs. Comer, Bell, Patton, Clemons, Maynard, Swain, and Jordan Maynard, Patton, Richerson, and Swain,Ms. Varallo, with Mr. BellComer serving as the committee’s Chairman.chairman. The Finance Committee held twelve (12) meetings during 2019.2022.

Marketing Committee.  The Marketing Committee is composed of Ms. Varallo and Messrs. Bell, Maynard, Patton,Swain and Richerson,Clemons, with Mr. PattonMs. Varallo serving as the committee’s Chairman.chair.  The Marketing Committee recommends the direction of the marketing efforts of the Company and the Bank.  This committee held four (4) meetings during 2019.2022.

Building Committee.  The Building Committee is composed of Messrs. Jordan, Maynard, Richerson,Comer, Patton and Swain, with Mr. RichersonMaynard serving as the committee’s Chairman.chairman.  This committee makes recommendations to the Company’s and the Bank’s Boards of Directors on the immediate and future building needs of the Company and the Bank.  This committee held six (6) meetings during 2019.2022.

Investment Committee.  The Investment Committee is composed of Messrs. Clemons, Bell Maynard, Patton, and Richerson,Jordan and Ms. Varallo, with Mr. BellClemons serving as the committee’s Chairman.chairman.  The Investment Committee reviews and directs the investment portfolio of the Bank.  This committee held four (4) meetings during 2019.2022.

Technology Steering Committee.  The Technology Steering Committee is composed of Messrs. Bell, Patton, Richerson,Maynard and Swain,Clemons, and Ms. Varallo, with Mr. RichersonBell serving as the committee’s Chairman.chairman. The Data ProcessingTechnology Steering Committee reviews the computertechnology projects, critical vendors, and future hardware and software needs of the Company and the BankBank. Information security, technology audit, and cybersecurity initiatives are presented, discussed and approved as needed by the Technology Steering Committee. The Technology Steering Committee makes recommendations regarding purchases thereofthese areas to the respective Boards of Directors.  This committee held four (4) meetings during 2019.2022. 

During the fiscal year ended December 31, 2019,2022, the Board of Directors of the Company held fourteen (14)sixteen (16) meetings withand the Board of Directors of the Bank also meeting fourteen (14)met  twelve (12) times.  The Board also periodically meets in executive session outside of the presence of management during the course of the year.  During 2019,2022, each director attended at least 99% of the aggregate number of meetings of both the Bank’s and the Company’s Boards of Directors and the committees on which such director served.  The Company encourages each member of the Board of Directors to attend the Annual Meeting of Shareholders, and all of the Company’s directors attended the 20192022 Annual Meeting of Shareholders.

The Company’s Board of Directors has established procedures for the Company’s shareholders to communicate with members of the Board of Directors.  Shareholders may communicate with any of the members of the Company’s or the Bank’s Board of Directors, including the chairperson of any of the committees of the Board of Directors, by writing to a director c/o Wilson Bank Holding Company, 623 West Main Street, Lebanon, Tennessee 37087.

Board Leadership Structure. The Company separates the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles.  Mr. McDearman currently serves as the Company’s Chief Executive Officer, holding such position since January 1, 2020, and Mr. ComerRicherson currently serves as the Chairman of the Board, a position he has held since May 2019.2022.  The Chief Executive Officer is responsible for setting the strategic direction for the Company and the day to dayday-to-day leadership and performance of the Company, while the Chairman of the Board provides guidance to the Chief Executive Officer, sets the agenda for Board meetings and presides over meetings of the full Board.

Board’sBoard’s Role in Risk Oversight. While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board of Directors assist the Board of Directors in fulfilling its

oversight responsibilities in certain areas of risk. In particular, the Audit Committee focuses on financial and enterprise risk exposures, including internal controls, and discusses with management, the internal auditors and the independent registered public accountants the Company’s policies with respect to risk assessment and risk management, including risks related to fraud, liquidity, cyber security, credit operations and regulatory compliance. The Audit Committee also assists the Board of Directors in fulfilling its dutiesitsduties and oversight responsibilities relating to the Company’s or the Bank’s compliance and ethics programs, including compliance with legal and regulatory requirements. The Personnel Committee focuses on ensuring that compensation programs do not encourage excessive and unnecessary risk-taking. The Finance Committee monitors lending activities to ensure that credit risk does not exceed the Bank’s risk appetite, while the Technology Steering Committee works with management to oversee cybersecurity risk.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended requires the Company’s executive officers and directors and persons, if any, who beneficially own more than ten percent (10%) of the Common Stock to file reports of ownership and changes in ownership with the SEC. Officers, directorsSEC, and greater than ten percent (10%) beneficial ownerssuch persons are required by federal securities regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on the Company’s review of the copies of such forms and written representations from certain reporting persons furnished to the Company, the Company believes that none of its officers, directors and greater than ten percent (10%) beneficial owners, if any, were delinquent under the applicable Section 16(a) filing requirements in the 20192022 fiscal year, except for one (1) late filing by each of Mr. Bell, one (1) late filing byJordan, Mr. Comer,Richerson and two (2) late filings by Mr. Jordan.

Comer.

   THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED ABOVE.

PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Directors of the Company, as recommended and approved by the Audit Committee, is recommending to the shareholders the ratification of the appointment of the accounting firm of Maggart & Associates, P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.2023. Maggart & Associates, P.C. has served in this capacity for the Company since 1987. A representative of Maggart & Associates, P.C. is expected to be present at the Annual Meeting, will have the opportunity to make a statement if he or she so desires, and is expected to be available to respond to appropriate questions.

During the fiscal years ended December 31, 20192022 and December 31, 2018,2021, the Company incurred the following fees for services provided by Maggart & Associates, P.C.:

_____________________________

The Audit Committee considered these fees and concluded that the performance of these non-audit services was consistent with Maggart & Associates, P.C.’s independence.

The Audit Committee also has adopted a formal policy concerning approval of audit and non-audit services to be provided by the independent auditor to the Company.  The policy requires that all services Maggart & Associates, P.C., the Company’s independent auditor, may provide to the Company, including audit services and permitted audit-related and non-audit services, be pre-approved by the Audit Committee.  The Audit Committee pre-approved all audit and non-audit services provided by Maggart & Associates, P.C. during fiscal 2019.2022.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF MAGGART & ASSOCIATES, P.C. AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 202023.

PROPOSAL 3 - APPROVAL OF A NON-BINDING ADVISORY VOTE ON

EXECUTIVE COMPENSATION

At our 20172020 Annual Meeting of Shareholders, we held our triennial shareholder advisory vote on the compensation of our Named Executive Officers in accordance with Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the implementing regulations proposed by the SEC thereunder. The Company again, at the Annual Meeting, seeks your non-binding, advisory vote and asks that you support the compensation of our Named Executive Officers as disclosed in the Compensation Discussion and Analysis (“CD&A”) section and the accompanying compensation tables and narrative discussion contained in this Proxy Statement. Because your vote is advisory, it will not be binding on the Board of Directors or the Company or the Board's Personnel Committee.Committee of the Bank’s Board of Directors. However, the Board of Directors will review the voting results and take them into consideration when making future decisions regarding executive compensation for our Named Executive Officers. We urge you to read the CD&A and other sections of this Proxy Statement for additional details on our executive compensation, including our compensation philosophy and objectives and the 20192022 compensation of our Named Executive Officers.

Shareholders are being askedIn the proxy statement for the 2020 annual meeting of shareholders, a similar advisory vote was requested by the Company. The results for that vote were as follows:

This “Say-on-Pay” proposal gives you as a shareholder the opportunity on a non-binding, advisory basis, to vote on adoption ofendorse or not endorse the compensation paid to the Company’s named executive officers through the following resolution:

RESOLVED, that the shareholders of the Company approve, on an advisory and non-binding basis, the compensation of the Company’sCompany’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, in this Proxy Statement.

In voting to approve the above resolution, shareholders may vote for the resolution, against the resolution or abstain from voting. This matter will be decided by the affirmative vote of a majority of the votes cast at the Annual Meeting on this proposal. On this matter, broker non-votes and abstentions will have no effect on the outcome of this proposal.proposal so long as a quorum is present at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE RESOLUTION.

PROPOSAL 4 - ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON

EXECUTIVE COMPENSATION

Section 951 of the Dodd-Frank Act and the implementing regulations proposed by the SEC thereunder require that at the first annual meeting of shareholders held on or after January 21, 2011 and not less frequently than once every six years thereafter the Company must hold an advisory vote on how frequently (annually, every other year or every three years) the Company will hold future advisory votes on the Company’s executive compensation programs and practices. At the Company’s 2017 Annual Meeting of Shareholders held on April 11, 2017, the Company’s shareholders voted for a frequency of every three years for future advisory votes on executive compensation. Based in part on such vote, the Board of Directors approved the holding of advisory votes on the Company’s compensation programs and practices every three years. Since it has been six years since the last advisory vote on the frequency of future advisory votes on executive compensation, the Board of Directors again submits this advisory proposal to the Company’s shareholders in accordance with Section 951 of the Dodd-Frank Act. While this shareholder vote on executive compensation is an advisory vote that is not binding on the Company or the Board of Directors, the Company values the opinions of its shareholders and will consider the outcome of the vote when making future compensation decisions.

The Board of Directors welcomes the views of shareholders on executive compensation matters. The Board of Directors, however, does not believe that it is necessary to have the non-binding vote on executive compensation occur every year for the following reasons:

As provided in the Dodd-Frank Act, this vote will not be binding on the Board of Directors and may not be construed as overruling a decision by the Board of Directors, creating or implying any change to the fiduciary duties of the Board of Directors or any additional fiduciary duty by the Board of Directors or restricting or limiting the ability of shareholders to make proposals for inclusion in proxy materials related to executive compensation.

In voting on the frequency of the non-binding, advisory say-on-pay resolution, shareholders may vote to have the vote occur every year, every other year or every three years or abstain from voting. The option which receives the most votes from shareholders will be deemed to be the option selected by shareholders. On this matter, abstentions and broker non-votes will have no effect on the outcome. If no voting specification is made on a properly returned or voted proxy card, the proxies named on the proxy card will vote for a frequency of THREE YEARS for future advisory votes regarding executive compensation.

THE BOARD OF DIRECTORS RECOMMENDS THAT SAHREHOLDERS VOTE TO HAVE THE NON-BINDING VOTE ON EXECUTIVE COMPENSATION OCCUR EVERY THREE YEARS.

PROPOSAL 45 - OTHER MATTERS

The Board of Directors is not aware of any other matters which may be brought before the Annual Meeting.  However, if any matter other than the proposed matters properly comes before the meeting for action, proxies will be voted for such matters in accordance with the best judgment of the persons named as proxies.

AUDIT COMMITTEE REPORT

The Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Directors of the Company. Management has the primary responsibility for the financial statements and the reporting process. The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of the Company’s audited financial statements to generally accepted accounting principles.

In this context, the Audit Committee has reviewed and discussed with management and the Company’s independent registered public accounting firm the audited financial statements. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301.1301, Communications with Audit Committees, issued by the Public Accounting Oversight Board. In addition, the Audit Committee has received from the Company’s independent registered public accounting firm the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and discussed with it, the firm’s independence from the Company and its management. The Audit Committee has considered whether the independent registered public accounting firm’s provision of non-audit services to the Company is compatible with maintaining the registered public accounting firm’s independence.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors, and the Company’s Board of Directors has approved, that the Company’s consolidated audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019,2022, for filing with the SEC.

 William F. Jordan,Clinton M. Swain, Chairman

               Michael G. Maynard

              James Anthony Patton

              Clinton M. SwainJames F. Comer

              H. Elmer Richerson

The foregoing report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference the Proxy Statement into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

EXECUTIVE COMPENSATION

Risk Assessment of Compensation Policies

The Board of Directors of the Company and the Bank have reviewed the Company’s and the Bank’s compensation policies as generally applicable to their employees and believes that the policies are consistent with sound compensation practices and do not encourage excessive and unnecessary risk taking, and that the level of risk that they do encourage is not reasonably likely to have a materially adverse effect on the Company or the Bank.

Compensation Discussion and Analysis

Compensation Policy and Philosophy.  Decisions with respect to compensation of the Company’s and the Bank’s executive officers, including the Chief Executive Officer and the other Named Executive Officers, as identified in the Summary Compensation Table, for fiscal year 20192022 were made by the Board of Directors of the Company and the Bank based upon recommendations by the Personnel Committee.  Decisions regarding the non-equity compensation of the Company’s and the Bank’s executive officers that are not Named Executive Officers are made by the Chief Executive Officer in consultation with such officer’s supervisor. For these officers, the Chief Executive Officer is responsible for establishing the framework for how these individuals are compensated. The components of compensation of executive officersthe Named Executive Officers consist of a base salary, an annual cash incentive opportunity, any amounts contributed (and earnings) under the executive officer’s frozen Executive Salary Continuation Agreement and thereafter under the SERP Agreements (as defined below) entered into in 2012, 2015, 2016, and 20162020, and in certain cases thereafter amended, and matching and profit-sharing contributions under the Company’s 401(k) plan (as well as health and disability insurance and other non-cash benefits similar to those of all employees of the Bank or Company).  At times, these executive officers have also been awarded equity-based compensation in the form of time vested stock options or, as was the case in 2016, 2018, 2020 and 2018,2021, cash-settled stock appreciation rights (“SARs”); however, the Personnel Committee and the Chief Executive Officer have historically focused on cash-based compensation using stock options and other equity-based awards primarily in connection with promotions or changes in duties. In 2018, Messrs. McDearman and Oakley were awarded stock options and Mr. McDearman wasduties, though the Personnel Committee has also awarded cash-settled SARs in recognitionbegun the process of each of them taking on additional responsibilities followinggranting equity-based awards to the retirement of Elmer Richerson.Named Executive Officers after previously granted awards fully vest. In 2019, Mr. McDearman’ sFoster’s base salary and bonus opportunity was further increased as he began to assumein anticipation of his assumption of the role of President of the Bank that would occur on January 1, 2020. In addition, Mr. Foster was awarded stock options in 2020 in recognition of his additional responsibilities as President. In 2021, the Company issued options and cash-settled SARs to Messrs. McDearman and Foster and Ms. Pominski to further incentivize such Named Executive Officers to drive the Company’s performance as certain awards previously granted to them became fully vested in connection with2021. In 2022, The Company awarded options to each of Mr. Clemons’ retirementWhitaker and Mr. Oakley to further incentivize such Named Executive Officers to drive the Company’s performance as part of a plancertain awards previously granted to incrementally increase his compensation to the level of the Bank's previous President.them became fully vested in 2022. The Company utilizes the frozen Executive Salary Continuation Agreements and the SERP Agreements, each as described in more detail below, to provide for post-retirement or other post-termination payments to the Named Executive Officers. No member of the Personnel Committee served as an officer or employee of the Company or of any of its subsidiaries during 2019.2022.

The overarching policy of the Personnel Committee and the Board of Directors in determining executive compensation, including the compensation of the Chief Executive Officer, is to attract and retain the highest quality talent to lead the Company and the Bank and to reward key executives based upon their individual performance and the performance of the Bank and the Company.  The Personnel Committee evaluates both performance and compensation to ensure that the Company and the Bank maintain their ability to attract and retain superior employees in key positions and that compensation packages provided to key employees remain competitive relative to the compensation paid to similarly situated executives of peer companies. When evaluating the Company’s performance, the Personnel Committee and Board of Directors look to the Company’s earnings per share, return on average assets, return on average shareholders’ equity and the Company’s efficiency ratio.  Asset quality measures, like the Bank’s non-performing assets ratio, are also reviewed as are the Bank’s capital levels and book value per share accretion. Executive compensation, including the compensation of the Chief Executive Officer, for 2022 was determined by the Personnel Committee and the Board of Directors in an effort to retain key executives through competitive pay and reward executives based upon their individual performance as well as overall performance of the Bank.

The Personnel Committee believes that providing incentives to and rewarding the performance of the Company’s and the Bank’s executive officers enhances the profitability of the Company.  To that end, the Personnel Committee believes that the compensation paid to the Company’s and the Bank’s executive officers should include base salary and a significant annual cash incentive opportunity designed to reward performance as measured against established goals.  The Personnel Committee has not historically utilizedgranted equity-based compensation as a significant component of the compensation paid to the Named Executive Officers,Officer’s every year, but, as described above, has utilized equity-based awards in 2016 and, in certain instances againas it did in 2018.2021 and 2022, either in connection with promotions or expansions in responsibilities or when a Named Executive Officers’ previously awarded equity-based awards become fully vested. As a result, the Named Executive Officers’ total compensation has been more heavily weighted toward cash compensation, and their annual cash incentive compensation makes up a greater percentage of their total compensation than is the case for many peer companies. The Personnel Committee may utilize equity-based awards more in the future in connection with, but not limited to, promotions or changes in duties.future.

Executive compensation programs impact all employees by setting general levels of compensation and helping to create an environment of goals, rewards and expectations. Because we believe the performance of every employee is important to our success, we are mindful of the effect of executive compensation and incentive programs on all of our employees.

Say on Pay Vote.Vote.  At our 20172020 Annual Meeting of Shareholders, we held our triennial shareholder advisory vote on the compensation of our Named Executive Officers and our shareholders overwhelmingly approved our fiscal year 20162019 executive compensation program. Of the 5,826,5605,907,441 votes cast, 5,561,688,5,807,548, or 95.5%98.3%, were cast in favor of approval.  The Personnel Committee has considered the results of the vote on our 20162019 executive compensation program and concluded that the shareholders support the Company’s compensation policies and procedures which the Personnel Committee believes provide a competitive pay-for-performance package that effectively incentivizes our Named Executive Officers and encourages long-term retention.Officers. The Company’s strong financial performance in fiscal year 20192022 reinforces the Personnel Committee’s view that our executive compensation program is achieving its objectives, and the Board of Directors and the Personnel Committee made no significant changes to the program duringcompared to the year.design in 2021. The Personnel Committee will continue to consider shareholder views about our core compensation principles and objectives, including the results of future say-on-pay votes like the say-on-pay vote described elsewhere in this Proxy Statement,one being held at the Annual Meeting, when determining executive compensation.

Base Salary.  Annually, the Personnel Committee reviews and approves a base salary for the Company’s Chief Executive Officer taking into account several factors, including prior year base salary, responsibilities, cost of living in the Company’s primary market area, tenure, performance and salaries paid to chief executive officers of other financial institutions of a similar size in similar markets,peer group companies. The Personnel Committee also considered the Bank’s overall pay scale, including retirement benefits payable to the executive, and the Bank’s recent performance. Taking these factors into consideration, the Personnel Committee approved an increase of 6.88%7.8% to the 20192022 base salary of Mr. ClemonsMcDearman when compared to 2018.2021. In setting the base salaries of the other Named Executive Officers, the Personnel Committee considers the recommendations of the Chief Executive Officer, who makes his recommendations regarding these salaries based on many of the same factors as are considered by the Personnel Committee in setting his base salary.salary, including salaries paid by peer companies to their employees serving in similar capacities at their peer companies. Based on those criteria, the Personnel Committee approved an 11.96%a 12% increase to the 20192022 base salary of Mr. McDearman, a 3%Foster, and an 8% increase to the 20192022 base salarysalaries of Mr.Messrs. Whitaker a 3% increase to the 2019 base salary of Mr.and Oakley and a 5% increase to the 2019 base salary of Ms. Pominski. Mr. McDearman’ s increase was based on the Bank’s overall performance as well as the Committee’s overall plan of incremental increases to his salary to achieve the level of the Bank’s previous President. It was also noted that Mr. McDearman’ s responsibility would continue to grow in 2019 as he prepared to assume the Chief Executive Officer role in 2020. Ms. Pominski’s salary adjustment was based on her leadership and influence on the Bank’s overall performance in her role as Chief Financial Officer. Her responsibility in a growing financial institution of the Bank’s size as well as the importance of her role on the Asset Liability Committee were key considerations in her increase. The increases for Messrs. Oakley and Whitaker were in line with raises for associates generally.

Annual Cash Incentive.Incentive Messrs. Clemons, McDearman, and WhitakerThe Named Executive Officers are eligible for an annual cash incentive payment, which we refer to as a bonus, pursuant to a percentage formula recommended by the Personnel Committee and approved by the Board of Directors, after consideration of the same factors that are considered in the base salary approval process and detailed above. The annual cash incentive is based upon the Bank’s estimated after tax earnings for the fiscal year as of the date the bonus is paid.  In 2019, Mr. Clemons was2022, Messrs. McDearman, Foster, Oakley and Whitaker and Ms. Pominski were eligible for a cash incentive payment equal to 1.25%, .96%, .47%, .25% and .25%, respectively of the Bank’s estimated after tax earnings while Mr. McDearman was eligible for a cash incentive payment equal to .96%as of the Bank’s estimated after tax earnings.date the payout is approved by the Board of Directors. In total, Mr. ClemonsMessrs. McDearman, Foster, Whitaker, Oakley and Mr. McDearmanMs. Pominski were paid cash incentive payouts totaling $473,071$697,986, $536,053, $262,443, $139,597 and $363,318,$139,597, respectively, based on the estimated performance of the Bank in 20192022 as of the December 5, 201920, 2022 payment

date. In 2019, Mr. Whitaker was eligibleThe percentages used for aeach of the Named Executive Officers for their 2022 cash incentive payment equalopportunity were identical to .47% of the Bank’s estimated after tax earnings. Mr. Whitaker was paid a cash incentive payment totaling $177,875 based on the estimated performance of the Bankpercentages utilized in 2019 as of the December 5, 2019 payment date. The2021.The Bank’s estimated after tax earnings as of December 5, 201920, 2022 were $37.8 million.$55.8 million and its reported earnings for the year were $54.850 million, an increase of 7.83% compared to 2021 performance. In addition, the Company paid a special cash bonus of $500 to every employee, including the Named Executive Officers, to help combat some of the inflationary pressures from the volatile economic environment in 2022.

Ms. Pominski andStock Options.  In 2022, Mr. Oakley were eligible for, and received, a cash incentive payment determined by the return on assets (“ROA”) performancewas awarded options to purchase 3,333 shares of the Bank, which payment was calculatedCompany’s Common Stock. The stock options vest in 20% increments on a basis consistent witheach anniversary for the Bank’s other employees other than Messrs. Clemons, Whitaker, and McDearman whose cash incentive payments were calculated as described above. ROA is the quotientfirst five (5) years of the Bank’s 2019 net earnings divided by the Bank’s average assets for 2019. For 2019, the ROA targetsten (10) year term and related cash incentive payouts as a percentagehave an exercise price of $63.25 per share. In 2022, Mr. Whitaker was awarded options to purchase 5,000 shares of the base salary of both Ms. Pominski and Mr. OakleyCompany’s Common Stock. The stock options were as follows: