This “Say-on-Pay” proposal gives you as a shareholder the opportunity on a non-binding, advisory basis, to endorse 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’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 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 5 - 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, 2020,2022, for filing with the SEC. 

 James F. Comer,Clinton M. Swain, Chairman

              William F. Jordan

               Michael G. Maynard

              Clinton M. SwainJames Anthony Patton

              James 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 20202022 were made by the Board of Directors of the Company and the Bank based upon recommendations by the Personnel Committee.  The components of compensation of the 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 2020, 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 2020,2021, 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 following the retirement of Elmer Richerson. In 2019, Mr. McDearman’s base salary and bonus opportunity was further increased as he began to assume additional responsibilities in connection with Mr. Clemons’ retirement and as part of a plan to incrementally increase his compensationgranting equity-based awards to the level of the Bank's previous President.Named Executive Officers after previously granted awards fully vest. In 2019, Mr. Foster’s base salary and bonus opportunity was increased in 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 2021. In 2022, The Company awarded options to each of Mr. Whitaker and Mr. Oakley to further incentivize such Named Executive Officers to drive the Company’s performance as certain awards previously granted to 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 2020.2022.

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.

In evaluatingExecutive compensation, paid to similarly structured peers,including the compensation of the Chief Executive Officer, for 2022 was determined by the Personnel Committee reviewed and considered comparative market data prepared by Compensation Advisors, a consulting firm with experience providing compensation consultingthe Board of Directors in an effort to compensation committeesretain key executives through competitive pay and reward executives based upon their individual performance as well as overall performance of financial institutions. The comparative market data analyzed the compensation practices of twenty-one (21) banks between $2.0 billion and $5.3 billion in total assets as of March 31, 2019. The Personnel Committee targets executive compensation for the Named Executive Officers at the 50^th to 60^th percentile of compensation in the peer group.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 20182021 and 2020.2022, 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 offor 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 2020 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 2019 executive compensation program. Of the 6,047,4535,907,441 votes cast, 5,807,548, or 96.03%98.3%, were cast in favor of approval.  The Personnel Committee has considered the results of the vote on our 2019 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. The Company’s strong financial performance in fiscal year 20202022 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 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 peer group companies, including in approving the salary for Mr. McDearman for 2020, the comparative market data prepared by Compensation Advisors,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 21.68%7.8% to the 20202022 base salary of Mr. McDearman when compared to 2019.2021. 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, 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 a 91.09%12% increase to the 20202022 base salary of Mr. Foster, a 10.66%and an 8% increase to the 20202022 base salarysalaries of Mr.Messrs. Whitaker a 17.89% increase to the 2020 base salary of Mr.and Oakley and a 18.13% increase to the 2020 base salary of Ms. Pominski. The increases for Mr. McDearman and Mr. Foster were also based on the implementation of the Personnel Committee’s overall plan to incrementally increase their salaries to the level of the Bank’s previous Chief Executive Officer and President, as applicable, in connection with Messrs. McDearman’s and Foster’s assumption of those roles.   It was also noted that Mr. Foster’ s responsibility would continue to grow in 2020 as he assumed the President role in 2020.  Ms. Pominski’s salary adjustment was also 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. Mr. Oakley’s salary adjustment was also based on his leadership related to the Bank’s overall  performance in his role as Chief Operations Officer. His increasing responsibility for managing the overall operations in a growing financial institution was the key consideration of his increase. The increase for Mr. Whitaker was also attributable to his leadership around the growth of the loan portfolio, a key to successful balance sheet management and overall bank strategy in 2020.

Annual Cash Incentive.Incentive The Named Executive Officers areeligible 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 2020,2022, 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.earnings as of the date the payout is approved by the Board of Directors. In total, Messrs. McDearman, Foster, Whitaker, Oakley and Ms. Pominski were paid cash incentive payouts totaling $490,188, $376,464, $184,311, $98,038$697,986, $536,053, $262,443, $139,597 and $98,038,$139,597, respectively, based on the estimated performance of the Bank in 20202022 as of the December 4, 202020, 2022 payment

date. The percentages used for each of the Named Executive Officers for their 2022 cash incentive opportunity were identical to the percentages utilized in 2021.The Bank’s estimated after tax earnings as of December 4, 202020, 2022 were $39.2 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.

Stock Options.  In 2020,2022, Mr. FosterOakley was awarded options to purchase 5,0003,333 shares of the Company’s Common Stock in recognition of the additional responsibilities he assumed as President of the Bank.Stock. The stock options vest in 20% increments on each anniversary for the first five (5) years of the ten (10) year term and have an exercise price of $55.75$63.25 per share. In 2022, Mr. Whitaker was awarded options to purchase 5,000 shares of the Company’s Common Stock. The stock options were set to vest in 20% increments on each anniversary for the first five (5) years of the ten (10) year term and have an exercise price of $63.25 per share, but upon his retirement on December 31, 2022 these options fully accelerated and became 100% vested, pursuant to the terms of the options’ award agreements. All of the options to purchase stock and cash-settled appreciation rights were granted in light of the fact that certain awards previously granted to such Named Executive Officers became fully vested in 2022.

401(k) Plan and Profit Sharing Contributions.All employees, including our Named Executive Officers and other executive officers participating in the Bank’s 401(k) Plan, receive a matching grant of $.50 from the bankBank for each one dollar ($1) up to a maximum of 8% of the amount contributed each year by the employee to his or her 401(k) account. This amount in 2019 was a matching of $.35 from the Bank for each one dollar ($1) up to a maximum of 6% of the amount contributed each year by the employee to his or her 401(k) account. The match was increased in 2020 for all of the Bank’s employees, including the Named Executive Officers, due to management’s decision to restructure the 401(k) to encourage more participation from employees. No employee was entitled to contribute more than $27,075$27,000 in 2020.2022. The Bank historically has also contributed additional funds into each employee’s 401(k) account under a profit-sharing arrangement. During 2020,2022, Messrs. McDearman, Foster, Whitaker and Oakley and Ms. Pominski received contributions under the 401(k) Plan and profit sharing arrangement totaling in the aggregate $27,075, $25,425, $27,075, $27,075$28,975, $28,975, $28,975, $22,652 and $27,075,$28,975, respectively, as compared to $26,880, $18,480, $26,880, $25,089$27,550, $25,700, $27,550, $27,550 and $26,880,$26,587, respectively, in 2019.2021.

Post-Termination Benefits.  The Bank has entered into Executive Salary Continuation Agreements with certain of its senior executive officers, including Messrs. McDearman and Whitaker and Ms. Pominski, which agreements were amended on December 30, 2008, November 23, 2012, and September 26, 2016.  The Executive Salary Continuation Agreements were amended during 2008 to bring the agreements into compliance with the requirements of Internal Revenue Code Section 409A, along with simplifying the calculation of the benefits received at retirement.  In November 2012, each of these agreements was amended to freeze future benefit accruals thereunder as of October 1, 2012 (the “Frozen Plans”).  In addition, in November 2012, the Bank entered into SERP Agreements with each of the senior executive officers, including the Named Executives Officers, other than Mr. Foster, effective as of October 1, 2012 (the “2012 SERP Agreements”).  On May 22, 2015, additional SERP Agreements were entered into with the senior executive officers, including the Named Executive Officers (the “2015 SERP Agreements” and together with the 2012 SERP Agreements, the “SERP Agreements”).  On September 26, 2016, the Executive Salary Continuation Agreements were amended to extend the period of benefit payments regarding the executives’ retirement following age 65 under the Executive Salary Continuation Agreements such that benefits payable thereunder will continue following 180 months of payments for the life of the recipient if the recipient is still alive when the 180th payment is made.  The 2015 SERP Agreements were entered into on May 22, 2015 for the purpose of making the normal retirement benefit for all executives officers equal to 30% of base salary.  On October 26, 2020, the SERP Agreements were amended to limit the amount of payments payable to the Named Executive Officers a party thereto upon the executive’s disability to 60% of the executive’s annual base salary and bonus at the time of disability, including any amounts payable under all other disability benefits, plans and arrangements that the Bank may have in place with the executive. In 2020, the 2015 SERP Agreements for Messrs. Foster and McDearman and Ms. Pominski were amended to reflect the addition of annuity contracts to fund the Bank’s obligations under the 2015 SERP Agreements. In addition, in 2022, the Bank and Mr. Whitaker entered into an amendment to his 2015 SERP Agreement to provide for an additional annuity contract to support the Bank’s obligations thereunder.

In 2021, the Bank and Ms. Pominski entered into an amendment to her 2015 SERP Agreement to add an early retirement benefit.  Pursuant to the amended agreement, in the event that Ms. Pominski remains employed by the Bank until March 29, 2024, if her employment terminates prior to reaching age 65 for any reason other death, disability or following a change of control, she will be entitled to receive a monthly benefit payable for the remainder of her life paid

from annuity contracts purchased by the Bank.  These payments are expected to approximate $6,138 per month and are conditioned on Mr. Pominski not providing services substantially similar to those she provides to the Bank to a company engaged in the business of banking in counties where the Bank has a location from the date that she separates from service and ending on the earlier of the date that payments are no longer being made to Ms. Pominski under the 2015 SERP Agreement and the date Ms. Pominski reaches the age of 80.

In connection with entering into the amendments for the Frozen Plans in 2012, the Company subsequently discovered that Mr. Oakley’s Executive Salary Continuation Agreement had not been executed. To address this oversight, the Company and Mr. Oakley entered into an amendment to his 2012 SERP Agreement to increase the benefits payable to him thereunder for each allowable termination event by an amount necessary to place Mr. Oakley in the same position as if his Executive Salary Continuation Agreement had been executed.

The Executive Salary Continuation Agreements and the SERP Agreements are unfunded arrangements maintained primarily to provide supplemental retirement benefits.  The primary impetus for freezing the Executive Salary Continuation Agreements and establishing the 2012 SERP Agreements was attainment of a net decrease in compensation expense for the Bank of approximately $1.9 million over the life of the Frozen Plans and the additional SERP arrangements, including similar agreements with Elmer Richerson, the former President of the Bank, and Randall Clemons, the former Chief Executive Officer and President of the Company.Company

The accrual of benefits was frozen under the Executive Salary Continuation Agreements such that no additional benefits (including disability and death benefits thereunder) would be accrued under the Executive Salary Continuation Agreements on or after October 1, 2012. In the event of disability under the Executive Salary Continuation Agreement, the frozen disability benefit would be paid to the Executive’s normal retirement age, at which time such benefit would be reduced to the normal retirement benefit provided for under the applicable executiveExecutive Salary Continuation Agreement for the remaining benefit payment period of the normal retirement benefit. The 2016 amendments to the Executive Salary Continuation Agreements were implemented to provide for continued payments beyond the original 180-month period until the executive’s death.

The SERP Agreements were entered into to provide certain supplemental nonqualified pension benefits to the Named Executive Officers a party thereto in coordination with the then freezing of the benefits under the executive’s Executive Salary Continuation Agreement.  The SERP Agreements, when combined with the frozen Executive Salary Continuation Agreements, if applicable, are designed to provide the Named Executive Officers with a targeted percentage of final salary for the remainder of each of the executive’s lives following their separation from service for normal or early retirement.  The Bank purchased Flexible Premium Indexed Deferred Annuity Contracts in 2012 and 2015 as a way to fund the benefits under the SERP Agreements and in 2016 as a way to fund the benefits under the portion of the frozen Executive Salary Continuation Agreements following the original 180-month payment period. Additional annuity contracts were purchased in 2021 and 2022 to fund a portion of the Bank’s obligations under the SERP Agreements to Ms. Pominski and Mr. Whitaker, respectively. The cost of these annuity contracts was $257,664 and $179,206, respectively. The frozen Executive Salary Continuation Agreements and the SERP Agreements together provide for the payment of an annual cash benefit following the executive’s separation from service from the Bank under a variety of events including voluntary termination of employment and involuntary termination of employment without cause (except that the 2015 SERP Agreements do not provide for an early termination benefit). though Ms. Pominski’s 2015 SERP Agreement was amended in 2021 to provide for an early retirement benefit.

Per these supplemental benefit agreements, upon an executive’s separation from service for any reason other than death or disability after reaching age sixty-five (65), he or she is entitled to receive a percentage of his or her then current base salary payable in equal monthly installments for 180 months beginning the month following the month in which the executive’s retirement occurs. Following the end of the 180-month period, if the executive’s employment was terminated as a result of normal retirement, this payment will continue for the remainder of the executive’s life. The targeted annual normal retirement benefit is 30% of base salary payable at the executive’s retirement in equal monthly installments upon

such separation from service for the executive’s life, commencing on the first full day of the month following separation from service. 

If a Named Executive Officer that is a party to such agreements retires after the later of twenty (20) years of service or age 55, but prior to reaching age 65, his or her retirement will be considered an “early retirement” under the frozen Executive Salary Continuation Agreement and the 2012 SERP Agreement. Upon such event, he or she shall be entitled to receive a benefit equal to the executive’s then accrued balance under the plans, payable in equal monthly installments for 180 months beginning the month following the month in which the executive’s early retirement occurs. Following the end of the 180-month period, the 2012 SERP Agreement will continue early retirement payments for the remainder of the executive’s life.  In the event of a separation from service prior to his or her reaching age 65 for any reason other than death or disability or a change in control, the 2015 SERP Agreement will terminate and such executive will not be entitled to benefits.benefits, except that if Ms. Pominski remains employed through March 29, 2024 and her employment thereafter terminates other than for death, disability or following a change in control, she will be entitled to an early retirement benefit, which is estimated to be approximately $6,138 per month, for the remainder of her life provided that she complies with certain restrictive covenants. Mr. McDearman is entitled to an annual “early termination” benefit payable for 180 months under the frozen Executive Salary Continuation Agreement, and each of Mr. McDearman and Mr. Oakley is entitled to an annual “early termination” benefit payable for life under the 2012 SERP Agreement if his employment is terminated for any reason other than death, disability or retirement by his voluntary action or by the Bank other than for cause. At December 31, 2020,2022, this annual benefit was $2,525  and $ 330 under the frozen Executive Salary Continuation Agreement for Mr. McDearman and Mr. Oakley, respectively, and was $3,911$5,923 and $3,312$5,016 under the 2012 SERP Agreement for Mr. McDearman and Mr. Oakley, respectively.  These payments commence at normal retirement age under the Executive Salary Continuation Agreement and upon separation from service under the 2012 SERP Agreements. Both Mr. Whitaker and Ms. Pominski werewas eligible for early retirement as of December 31, 20202022 and would not receive these “early termination benefits”. Mr. Whitaker retired from the Company and the Bank effective December 31, 2022 after reaching age 65 and as a result will be entitled to the normal retirement benefits payable under the Executive Salary Continuation Agreement and SERP Agreements to which he is a party.

In the event that a Named Executive Officer becomes disabled prior to reaching age 65, the Bank is obligated to pay to the executive an annual benefit equal to 60% of the Named Executive Officer’s base salary and bonus at the time of disability payable in equal monthly installments until the Named Executive Officer’s 65th birthday, though the amount payable under the 2015 SERP Agreement is reduced by any amounts payable to the Named Executive Officer under the Executive Salary Continuation Agreement and 2012 SERP Agreement. Following that date, the disability benefit under the Executive Salary Continuation Agreement is reduced to the Named Executive Officer’s normal retirement benefit under the Executive Salary Continuation Agreement for the number of months necessary for a total of 180 monthly payments to have been made to the Named Executive Officer thereunder, and the disability benefit under the SERP Agreements will be reduced to the normal retirement benefit under the SERP Agreements, which shall be paid annually for life thereunder.

As noted above, the SERP Agreements were amended on October 26, 2020 to limit the amount of payments payable to the Named Executive Officers a party thereto upon the executive’s disability to 60% of the executive’s annual base salary and bonus at the time of disability, including any amounts payable under all other disability benefits, plans and arrangements that the Bank may have in place with the executive.

In the event that the Named Executive Officer dies before he or she has a separation from service with the Bank, his or her beneficiary is entitled to receive a payment equal to the amount of the liability that should at that time have been accrued by the Bank under generally accepted accounting principles for the Named Executive Officer under the Executive Salary Continuation Agreement and SERP Agreements to which the Named Executive Officer is a party payable in a lump sum no later than thirty (30) days (or in the case of the 2015 SERP Agreement, 60 days) from the date of the Named Executive Officer’s death. In addition, the Named Executive Officer’s beneficiary is entitled to receive under a split dollar life insurance arrangement (the “Split Dollar Benefit”) a death benefit the amount of which as of December 31, 20202022 was approximately equal to $458,000, $568,000, $800,000, $547,439$542,049 and $335,000, in the case of Messrs. McDearman, Foster,

Whitaker and Oakley, and Ms. Pominski, respectively.  In the event that the Named Executive Officer dies after retirement benefit payments have commenced under the Executive Salary Continuation Agreement and SERP Agreements to which the Named Executive Officer is a party, but before he or she has received 180 monthly payments, the Bank will continue to pay the Named Executive Officer’s beneficiary those payments until a total of 180 monthly payments have been made to the Named Executive Officer and/or his or her beneficiary.

In the event there is a change in control of the Bank, the normal retirement benefit under the Executive Salary Continuation Agreements and SERP Agreements becomes fully vested and will be paid to each Named Executive Officer in equal monthly installments, as applicable, for the remainder of his or her life. A change in control will be deemed to have occurred if a “change in ownership,” a “change in the effective control,” or a “change in the ownership of a substantial portion of the assets” of the Bank occurs, as such terms are defined in Treasury Regulation §1.409A-3(i)(5) or any subsequent, applicable Treasury Regulation.

Additional Life Insurance Benefits.On April 14, 2014, the Bank entered into an Executive Survivor Income Agreement (the “Executive Survivor Income Agreement”), with each of the Named Executive Officers.  The Executive Survivor Income Agreements were entered into to encourage the Named Executive Officers to remain in service to the Bank by the Bank providing certain survivor income benefits to designated beneficiaries if the Named Executive Officer dies prior to the termination of his or her employment.

In the event that a Named Executive Officer is removed from office with cause or any Named Executive Officer is permanently prohibited from participating in the Bank’s activities by an order of the Bank’s regulators, or terminated for “cause”, in each case prior to such person’s death, all obligations of the Bank under the Executive Survivor Income Agreement shall terminate. Cause under these agreements means the Bank has terminated the Named Executive Officer’s employment for any of the following reasons: (i) gross negligence or gross neglect of duties; (ii) commission of a felony or of a gross misdemeanor involving moral turpitude; or (iii) fraud, disloyalty, or willful violation of any law or significant Bank policy committed in connection with the Named Executive Officer’s employment or service on the Board, as applicable, and resulting in an adverse effect on the Bank.

The amounts payable to a Named Executive Officer’s beneficiary under the Executive Survivor Income Agreements vary and,are largely fixed, though in some instances are reduced based on the age of the Named Executive Officer at the time of his or her death. As of December 31, 2020,2022, the amount payable under the agreements with each of the Named Executive Officers was $400,000. The Bank will pay the benefits due under the Executive Survivor Income Agreements from its general assets, but only so long as one of the Bank’s general assets is an enforceable life insurance policy on the Named Executive Officer’s life that was issued by Massachusetts Mutual Life Insurance Company and Midland National Life Insurance Company. Upon his retirement, Mr. Whitaker ceased to have any rights under his Executive Survivor Income Agreement.

Health Insurance Benefits.  In 2020,2022, the Company paid the employee portion of the premiums under the Company’s health insurance plan for each of Messrs. McDearman, Foster, Whitaker, Oakley, and Ms. Pominski and certain of their family members at a cost of $18,139, $10,937, $12,551, $18,139$18,814, $11,350, $13,016, $18,814 and $12,551,$13,016, respectively.

Fuel Allowance. In addition to the above-described compensation, the Company provides a company owned car for each of Messrs. McDearman, Foster, and, prior to his retirement, Whitaker, each of whom is entitled to also use such car for personal use. The Company provides a fuel allowance for such personal use based on the amount of miles driven for personal use multiplied by the effective federal mileage reimbursement rate. In 2020,2022, these allowances totaled $1,794, $3,312,$1,848, $3,299, and $2,208$2,200 for each of Messrs. McDearman, Foster, and Whitaker, respectively.  Mr. Oakley was provided an auto allowance for 20202022 totaling $6,000$5,000 for business use of his personal vehicle.

2021 Base Salary Adjustment.2023 Compensation.  The Personnel Committee considered the reports and information received from Newcleus Compensation Advisors, a consulting firm with experience providing compensation consulting to financial institution’s compensation committees, including updated comparative market data of the compensation practices of twenty (20) banks across the Mid and South East United States between $2.5$3.2 billion and $8.4$12.3 billion in total assets as of JuneSeptember 30, 2020,

2022 in finalizing the recommended compensation for the Named Executive Officers in 2021.2023. The Personnel Committee once again targeted compensation for 20212023 at the 50^th to 60^th percentile of the peer group.group if, for purposes of the annual cash incentive component thereof, the Bank’s performance achieves budgeted results. For 2021,2023, base salaries have been set at $515,000, $334,750, $303,850, $262,650$580,000, $399,750, $301,248 and $288,400$323,931 for Messrs. McDearman, Foster, Whitaker and Oakley, and Ms. Pominski, respectively. The Personnel Committee also approved a cash incentive plan for the Named Executive Officers in 2023, which was largely unchanged from the 2022 cash incentive plan in terms of award opportunities for the Named Executive Officers and performance metrics on which payment will be based.

Personnel Committee Report On Executive Compensation

The Personnel Committee has reviewed and discussed the Compensation Discussion and Analysis (the “CD&A”)CD&A for the year ended December 31, 20202022 with management. In reliance on the reviews and discussions referred to above, the Personnel Committee recommended to the Boards of Directors of the Company and the Bank, and each of the Boards of Directors has approved, that the CD&A be included in the Proxy Statement for the Annual Meeting. 

James F. Comer, Chairman

William P. JordanChairman

Clinton M. SwainMichael G. Maynard

James F. ComerH. Elmer Richerson

The foregoing report of the Personnel 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 report by reference therein, and shall not otherwise be deemed filed under such acts.

Employment Agreements

The Company does not have employment agreements with any of its personnel, including the Named Executive Officers.  However, the Company has entered into non-competition agreements with its Named Executive Officers and certain other employees, which would prevent such persons in most circumstances, from competing with the Bank for one (1) year following their termination. In addition, these persons are parties to Executive Salary Continuation Agreements, SERP Agreements and equity incentive plans, the benefits of which would cease to accrue upon the termination of the person’s employment with the Company or the Bank.

Potential Payments Upon Termination or Change in Control

For a discussion of the amounts payable under Executive Salary Continuation Agreements and SERP Agreements to which a Named Executive Officer is a party in the event that a Named Executive Officer’s employment terminated on account of disability, retirement, death or early voluntary termination by the executive in the case of Mr. McDearman, Mr. Foster and Mr. Oakley (who were not eligible for early retirement as of December 31, 2020)2022) or by the Bank without cause in the case of each the Named Executive Officers see the discussion beginning on page 18 above.

In general, the payment of benefits under the Executive Salary Continuation Agreements, as amended, is contingent on the Named Executive Officer a party to such agreement not competing with the Bank for one (1) year after termination of employment; however, in the event there is a change in control of the Bank, the normal retirement benefit under the Executive Salary Continuation Agreements, as amended, and the SERP Agreements becomes fully vested without regard to the non-competition obligations and will be paid in equal monthly installments commencing thirty (30) days following consummation of the change in control and continuing for the remainder of the executive’s life. A change in control will be deemed to have occurred if a “change in ownership,” a “change in the effective control,” or a “change in the ownership of a substantial portion of the assets” of the Bank occurs, as such terms are defined in Treasury Regulation §1.409A-3(i)(5) or any subsequent, applicable Treasury Regulation. In addition, as described above, the non-compete period was lengthened for Ms. Pominski in the event she is receiving the early retirement benefits under her amended 2015 SERP Agreement.

At December 31, 2020,2022, the accrual balance, vested balance for purposes of early retirement benefits, and percentage vested for purposes of early retirement benefits for each of the Named Executive Officers was as follows:

The Bank has purchased life insurance policies or other assets to provide the benefits payable to the Named Executive Officers and other executive officers that are a party to Executive Salary Continuation Agreements, as amended, and the SERP Agreements with the Bank.  These insurance policies are the sole property of the Bank and are payable to the Bank.  At December 31, 2020,2022, the total liability of the Bank to the Named Executive Officers under the Executive Salary Continuation Agreements, as amended, and the SERP Agreements totaled $945,508$1,134,221 while the cash surrender value and face amount of the life insurance policies and annuity policies associated with these Named Executive Officers totaled approximately $6,614,953$12,215,489 and $8,481,740,$14,102,528, respectively. 

In the event that there was a change in control of the Company on December 31, 2020,2022, all outstanding options and stock appreciation rights that were then unvested would have vested. At that date, Messrs. McDearman, Foster, WhitakerOakley and OakleyWhitaker and Ms. Pominski held 2,633, 5,833, 650, 1,333,4,500, 5,167, 3,666, 0 and 383800 unvested stock options and 1,500,500, 833, 750, 333,0, 0 and 7503,200 unvested cash-settled SARs, respectively. Accelerated vesting of stock option and cash-settled SARSSARs amounts are calculated as the difference between the sales price of our Common Stock on December 31, 20202022 (or the date closest to December 31, 20202022 on which the Company's Common Stock traded and of which the Company has knowledge) ($58.7567.85 per share) and the respective exercise prices of in-the-money unvested stock options and cash-settled SARs. Therefore, the aggregate value of these unvested options and cash-settled SARs (the closing sales price less the exercise price) was $56,798, $38,488, $28,424, $24,738

$43,600, $65,780, $22,608, $0 and $22,349, respectively$23,000 for Messrs. McDearman, Foster, Oakley and Whitaker and Oakley and Ms. Pominski.Pominski, respectively. Upon his retirement on December 31, 2022, 100% of Mr. Whitaker’s unvested options accelerated.

Had a Named Executive Officer died on December 31, 2020,2022, his or her designated beneficiary would have been entitled to receive a payment of $400,000 from the Bank pursuant to the terms of the Named Executive Officer’s Executive Survivor Income Agreement or the Director Survivor Income Agreement, as applicable, and the Split-Dollar Benefit described above.

Had a Named Executive Officer been terminated on December 31, 2020,2022, such officer would have already received the full amount of his or her annual cash incentive payment earned for the year ended December 31, 20202022 as it was paid on December 4, 2020.20, 2022. These amounts are reflected in the Summary Compensation Table below.

Mr. Whitaker retired from the Company and the Bank on December 31, 2022 after reaching the normal retirement age of 65. Accordingly, subject to compliance with any applicable non-competition covenants included therein, he is entitled to begin receiving his normal retirement benefits under the Executive Salary Continuation Agreement, as amended, and SERP Agreements to which he is a party. Pursuant to those agreements, Mr. Whitaker will be entitled to receive a lump sum of $58,226 on July 1, 2023, which reflects six months of payments that are required to be deferred under Section 409A of the Internal Revenue Code. Thereafter, he will be entitled to receive payments of $8,318 per month beginning in July 2023 and will receive those payments until his death.

20202022 Summary Compensation Table

The following table provides information as to annual, long-term or other compensation awarded to, earned by or paid to, during the 2018, 2019 and 2020 fiscal yearsperiods presented, for Mr. McDearman, the Company’s Chief Executive Officer during 2020,2022, Ms. Pominski, the Company’s Chief Financial Officer, and the three (3) most highly compensated executive officers of the Company or the Bank other than the Chief Executive Officer and Chief Financial Officer with total compensation over $100,000 for the year ended December 31, 2020.2022.

______________________

Grants of Plan-Based Awards for Fiscal 20202022

The following table summarizes certain information regarding grants of plan-based awards to the Named Executive Officers in 2020:2022:

Outstanding Equity Awards at 20202022 Fiscal Year-End

The following table sets forth certain information with respect to outstanding equity awards at December 31, 2020.2022.

Option Exercises and Stock Vested for Fiscal 20202022

The following table provides information related to options and cash-settled SARs exercised for each of the Named Executive Officers during the 20202022 fiscal year. The Company has not issued restricted stock or warrants to its

Named Executive Officers.  The Company granted cash-settled SARs to certain of its Named Executive Offices in 2016, 2018, and 20182021 and twenty percent (20%) of those awards vested in 2017, 2018, 2019, 2020, and 20202021 for the 2016 grant and in 2019, 2020, 2021, and 20202022 for the 2018 grant and in 2022 for the 2021 grant.

______________________

Pension Benefits for Fiscal 20202022

The following table reflects information related to the Company’s Executive Salary Continuation Agreements and SERP Agreements with each of the Named Executive Officers:

______________________

For a more detailed discussion of these Executive Salary Continuation Agreements, as amended, and the SERP Agreements, see “Compensation Discussion and Analysis - Post-Termination Benefits” above.

Pay Versus Performance

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company.  For further information concerning the Company's variable pay-for-performance philosophy and how the Company's aligns executive compensation with the Company's performance, refer to "Executive Compensation - Compensation Discussion and Analysis."

(a) The grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for the applicable year.

(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

(c) The amounts included in this column are the amounts reported in "Change in Pension and Nonqualified Deferred Compensation" column of the Summary Compensation Table for each applicable year.

(d) The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. McDearman during the applicable year (the "service cost"); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the "prior service cost"), in each case, calculated in accordance with U.S. GAAP.  The amounts deducted or added in calculating the pension benefit adjustments are as follows:

3 The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. McDearman, who has served as our CEO since 2020) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. McDearman) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, John Foster, Gary Whitaker, Lisa Pominski and Clark Oakley; (ii) for 2021, John Foster, Gary Whitaker, Lisa Pominski and Clark Oakley; and (iii) for 2020, John Foster, Gary Whitaker, Lisa Pominski and Clark Oakley.

4 The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. McDearman), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. McDearman) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. McDearman) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

(b) The amounts deducted or added in calculating the total pension benefit adjustments are as follows:

5 Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

6 Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: KBW NASDAQ Bank Index.

7 The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

Net income is the performance metric utilized for purposes of the Company’s annual cash incentive plan and is the only performance metric utilized for our NEOs’ compensation. Accordingly, we are presenting it as our company-selected measure required under Item 402(v) of Regulation S-K.

Financial Performance Measures

As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s performance – based executive compensation program is based exclusively on the Company’s net income with the objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders.

Compensation Actually Paid and Cumulative TSR

As demonstrated by the following graph, the amount of compensation actually paid to Mr. McDearman and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. McDearman) is aligned with the Company’s cumulative TSR over the three years presented in the table. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is because a portion of the compensation actually paid to Mr. McDearman and to the other NEOs is comprised of stock options and/or cash-settled stock appreciation rights in one or more of the periods reflected.

Compensation Actually Paid and Net Income

As demonstrated by the following table, the amount of compensation actually paid to Mr. McDearman and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. McDearman) is generally aligned with the Company’s net income over the three years presented in the table. The alignment of compensation actually paid with the Company’s net income over the period presented is because a significant portion of the compensation actually paid to Mr. McDearman and to the other NEOs is based upon net income, which is the sole performance metric utilized for the Company’s annual cash incentive plan as described in more detail in the section “Executive Compensation- Compensation Discussion and Analysis.”

Cumulative TSR of the Company and Cumulative TSR of the Peer Group

As demonstrated by the following graph, the Company’s cumulative TSR over the three year period presented in the table was 33%, while the cumulative TSR of the peer group presented for this purpose, the KBW NASDAQ Bank Index, was (2%) over the three years presented in the table. The Company’s cumulative TSR outperformed the KBW NASDAQ Bank Index over the three years presented in the table, representing the Company’s superior financial performance as compared to the companies comprising the KBW NASDAQ Bank Index peer group. For more information regarding the Company’s performance and the peer group that the Compensation Committee considers when determining compensation, refer to “Executive Compensation – Compensation Discussion and Analysis.”

CEO Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information for the year ended December 31, 2020:2022:

We completed the following steps to identify the median of the annual total compensation of our employee whose compensation placed the employee at the median of all employees and our CEO:

DIRECTOR COMPENSATION

The Company’s directors are classified in three (3) classes, with directors in each class serving for three (3) year terms and until his or her successor has been duly elected and qualified. The Board of Directors of the Company also serves as the Board of Directors of the Bank. In 2020,2022, each director received $2,900 per month for his or her services as a director of the Company. In addition, each director received $1,050 per month for his or her services as a director of the Bank and $1,050 for each committee meeting of the Bank he or she attended, not to exceed $2,100 per month, as a member of the various committees on which he or she serves. In addition, fees of $3,306$3,654 and $2,394$2,646 were paid to each of the directors of the Company and the Bank, respectively, for attendance at the Company and the Bank planning retreats held during 2020.2022. Mr. Comer received $400$300 per quartermeeting for two (2) meetings for serving on the Advisory Board of the Smith County branches of the Bank. Mr. Bell received $400 per meeting for five (5)three (3) meetings for serving on the Advisory Board of the DeKalb County branches of the Bank. Mr. Jordan received $200$400 per meeting for five (5)two (2) meetings for serving on the Advisory Board of the Rutherford County branches of the Bank.bank. In addition, beginning in 2019, the Company began paying the entire health insurance premium for certain family members of each non-employee director’s family member’s health insurance.director. Previously, these amounts were paid by the directors. The monthly amount of such premiums are set out in footnote 4 to the below table. TheBeginning in April 2023, the Company anticipates that the structure ofchanging its compensation program in 2021 for its non-employee directors to pay such directors a monthly retainer equal to $6,000 in lieu of the current structure of a combination of a partial retainer and per meeting fees. The non-employee directors will be similarcontinue to receive the structure in 2020.incremental fees paid for attending board retreats.

On April 14, 2014, the Bank entered into a Director Survivor Income Agreement with each of Messrs. Jack Bell, Randall Clemons, James Comer, Elmer Richerson and James Patton, on April 6, 2015, the Bank entered into a Director Survivor Income Agreement with Mr. Jordan, and on June 1, 2020, the Bank entered into a Director Survivor Income Agreement with each of Messrs. Clint Swain and Mike Maynard (the “Director Survivor Income Agreement”).  The Director Survivor Income Agreements wereentered into to encourage Messrs. Bell, Clemons, Comer, Jordan, Patton, Richerson, Swain and Maynard to remain in service to the Bank by the Bank’s commitment to provide certain survivor income benefits to those directors’ designated beneficiaries if he dies prior to the termination of his or her service on the Bank’s Board of Directors.

In the event that Messrs. Bell, Clemons, Comer, Jordan, Swain, Maynard, Richerson or Patton is removed from the Board of Directors or is permanently prohibited from participating in the Bank’s activities by an order of the Bank’s regulators, or his service on the Board of Directors is terminated for “cause”, in each case prior to such person’s death, all obligations of the Bank under the relevant Director Survivor Income Agreement shall terminate. Cause under these agreements means the Bank has terminated the Director’s service for any of the following reasons: (i) gross negligence or gross neglect of duties; (ii) commission of a felony or of a gross misdemeanor involving moral turpitude; or (iii) fraud, disloyalty, or willful violation of any law or significant Bank policy committed in connection with the director’s service on the Board of Directors and resulting in an adverse effect on the Bank.

The amounts payable to Messrs. Bell’s, Clemons’, Comer’s, Jordan’s, Maynard’s, Richerson’s, Swain’s, or Patton’s survivors under the Director Survivor Income Agreements vary and,are largely fixed, though in some instances are reduced based on the age of the director at the time his or her service on the Board of Directors is terminated. As of December 31, 2020,2022, the amount payable under the agreements with each of the directors was $400,000. The Bank will pay the benefits due under the Director Survivor Income Agreements from its general assets, but only so long as one of the Bank’s general assets is an enforceable life insurance policy on the director’s life that was issued by Massachusetts Mutual Life Insurance Company and Midland National Life Insurance Company. 

In addition, Messrs. Clemons and Richerson each entered into an Executive Salary Continuation Agreement and SERP Agreements while serving as executive officers of the Company and the Bank. As noted below, each of Mr. Clemons and Mr. Richerson retired from the Company and the Bank after reaching the normal retirement age of 65. Accordingly, subject to any applicable non-competition covenants included therein, each is entitled to receive normal retirement benefits under the Executive Salary Continuation Agreement, as amended, and SERP Agreements to which he is a party.

The following table sets forth certain information with respect to the fees and other compensation paid or earned by the non-employee members of the Boards of Directors of the Company and the Bank for services in 2020:2022:

______________________

Personnel Committee Interlocks and Insider Participation

During fiscal 2020,2022, the Personnel Committee of the Board of Directors of the Bank was composed of Messrs. Patton, Jordan Swain, and Comer,Maynard, with Mr. JordanPatton serving as the committee’s Chairman. None of these persons has at any time been an officer or employee of the Company or any of its subsidiaries. There are no relationships among the Company’s executive officers, members of the Personnel Committee or entities whose executives serve on the Board of Directors or the Personnel Committee that require disclosure under applicable regulations of the SEC.

No executive officer of the Company or the Bank has served as a member of the compensation committee of another entity, one of whose executive officers served on the Personnel Committee. No executive officer of the Company or the Bank has served as a director of another entity, one of whose executive officers served on the Personnel Committee. No executive officer of the Company or the Bank has served as a member of the compensation committee of another entity, one of whose executive officers served as a director of the Company or the Bank.

For a discussion of those officers and employees who participated in deliberations of the Board of Directors of either the Company or the Bank concerning executive officer compensation, see “Compensation Discussion & Analysis” above.

Certain Relationships and Related Transactions

Some directors and principal officers of the Company are at present, as in the past, customers of the Bank and have had and expect to have loan or deposit transactions with the Bank in the ordinary course of business. In addition, some of the directors and officers of the Bank are at present, as in the past, affiliated with businesses which are customers of the Bank and which have had and expect to have loan transactions with the Bank in the ordinary course of business.  These loans or deposits were made in the ordinary course of business and were made on substantially the same terms, including interest rates and collateral, as those prevailing in the market at the time for comparable transactions with other parties. In the opinion of the Board of Directors, these loans do not involve more than a normal risk of collectability or present other unfavorable features.

During 2020,2022, Jack Bell Builders was paid an aggregate of $571,000$379,000 by the Bank for repairs and maintenance of several of the Bank’s branch offices and the remodelbuildout of the addition ofto a branch location.  This company is owned 100% by Jack Bell, a director of the Company and the Bank.  The Building Committee makes recommendations to the Boards of Directors of the Company and the Bank on certain building projects for which Jack Bell Builders is given consideration. In

such instances, the Board of Directors does not permit Mr. Jack Bell to participate in its discussions or cast a vote with respect to such building projects.

Related party transactions between the Company or the Bank and the directors or executive officers are approved in advance by the Company’s or the Bank’s Board of Directors, as appropriate.

SHAREHOLDERS’SHAREHOLDERS’ PROPOSALS AND OTHER MATTERS

Shareholders intending to submit proposals for presentation at the next Annual Meeting and inclusion in the Proxy Statement and form of proxy for such meeting should forward such proposals to John C. McDearman III, Wilson Bank Holding Company, and 623 West Main Street, Lebanon, Tennessee 37087. Proposals must be in writing and must be received by the Company prior to November 21, 202127, 2023 in order to be included in the Company’s Proxy Statement and form of proxy relating to the 20222024 Annual Meeting of Shareholders. Proposals should be sent to the Company by certified mail, return receipt requested, on or before November 27, 2023 and must otherwise comply with Rule 14a-8 of Regulation 14A of the proxy rules of the SEC.

For any other shareholder proposals to be timely (but not considered for inclusion in the Company’s Proxy Statement), a shareholder must forward such proposal to Mr. McDearman at the Company’s main office (listed above) prior to February 4, 2022.11, 2024. In addition, the deadline for providing notice to the Company under Rule 14a-19 of Regulation 14A, the SEC’s new universal proxy rule, of a shareholder’s intent to solicit proxies on the Company’s proxy card in support of director nominees is March 6, 2024.

GENERAL

In addition to solicitation by mail, certain directors, officers and regularother employees of the Company and the Bank may solicit proxies by telephone, telegram or personal interview for which they will receive no compensation other than their regular salaries.  The Company may request brokerage houses and custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of the Company’s Common Stock held of record by such persons and may reimburse them for their reasonable out-of-pocket expenses in connection therewith.

The Company’s 20202022 Annual Report is mailed herewith.  A shareholder may obtain a copy of the Company’s Annual Report to the SEC on Form 10-K for the year ended December 31, 20202022 without charge by writing to Lisa Pominski, Wilson Bank Holding Company, 623 West Main Street, Lebanon, Tennessee 37087. 

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

Lebanon, Tennessee

March 26, 202124, 2023

Form of Proxy Card

WILSON BANK HOLDING COMPANY

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

This proxy is solicited on behalf of the Board of Directors for the Annual Meeting to be held on April 27, 2021.25, 2023.

The undersigned shareholder(s) hereby appoints John C. McDearman III and Lisa Pominski, orand either of them, with full power of substitution, as proxies, and hereby authorizes them to vote, as designated, all shares of common stock of Wilson Bank Holding Company (the “Company), held by the undersigned as of the close of business on February 19, 202122, 2023 at the Annual Meeting of Shareholders to be held virtually on Tuesday, April 27, 2021,25, 2023, at 7:6:00 p.m. (CDT), at the Company’s Clemons-Richerson Operations Center, 105 North Castle Heights Avenue, Lebanon, TN 37087, and any adjournment(s) or postponement(s) thereof.

For    [            ]    Against     [            ]    Abstain    [            ]

3.NON-BINDING, ADVISORY VOTE ON THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION PROGRAMS & PRACTICES AS DISCLOSED IN THE PROXY STATEMENT FOR THE ANNUAL MEETING

For[]Against[]Abstain[]

4. NON-BINDING, ADVISORY VOTE ON THE FREQUENCY (ANNUALLY, EVERY TWO YEARS OR EVERY THREE YEARS) THAT SHAREHOLDERS OF THE COMPANY WILL HAVE A NON-BINDING, ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

Annually[]Every Two Years[]Every Three Years[]Abstain[]

BE SURE TO SIGN AND DATE ON REVERSE SIDE.

In their discretion, the proxies are authorized to vote upon such business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2 AND 2. 

3 AND FOR THE OPTION OF “EVERY THREE YEARS” ON PROPOSAL 4.

Please sign exactly as your name appears on your share certificates. Each joint owner must sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name as authorized. If a partnership, please sign in partnership name by an authorized person.

BE SURE TO MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ADDRESSED POSTAGE PAID ENVELOPE PROVIDED

PLEASE SEE BELOW FOR ONLINE VOTING INSTRUCTIONS:

INSTRUCTIONS FOR VOTING YOUR PROXY ONLINE