UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities

Exchange Act of 1934

(Amendment (Amendment No. )

Filed by the Registrant ý

☒

Filed by a Party other than the Registrant ¨

☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

WILSON BANK HOLDING COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material under § 240.14a-12
WILSON BANK HOLDING COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ýNo fee required.
¨Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transactions applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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¨Fee paid previously with preliminary materials.
¨Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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March 23, 2018


To Our Shareholders:

22, 2024

Dear Shareholder,

The year 2023 presented challenges for many in the banking industry. Fortunately, in our case, these same challenges also provided opportunities to deepen relationships with many of 2017our customers as well as seek new clients in the markets we serve. Our focus remains on being a stable, reliable bank for our shareholders, customers, employees and communities. To us that means being consistent in our aim to provide solid returns and add value in the marketplace. One of the greatest ways we were able to do that in 2023 was aby providing capital through loans to fund well-thought-out projects and small businesses needs as well as purchases or improvements to homes. We were blessed to be able to fund this growth by growing our deposit base. All of this supports our mission of growing and serving our communities in good times and difficult ones as we strive to be the very successful year for Wilson Bank Holding Company asbest at what we do, community banking.

I am excited to release the 2023 annual report. I think you will be pleased with the solid performance and financial stability upon which the bank is built. Behind the cover you will find documented in the attached report. Our bank experienced another year of strong growth and profits.


On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “Act”), a tax reform bill which, among other items, reduces the current corporate federal tax rate to 21% from 35%. The rate reduction is effective January 1, 2018. The Company concluded that the Act will cause our deferred tax assets to be revalued. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expense. During the fourth quarter, we reduced the value of our deferred tax assets by $3.6 million and recorded an additional income tax expense. Reflectingfinancial update, along with a few stories illustrating the impact our customers and employees are having within the organization as well as the communities at large.

In addition to our annual report, a proxy statement and shareholder voting sheet for our annual meeting are enclosed. For your convenience, voting can be done in advance of the write down of the deferred tax assets, net incomemeeting by returning your completed voting sheet by mail or voting online. Instructions for 2017 was $23.53 million compared to $25.63 million in 2016. This represented a decrease of $2.11 million, or 8.2% from 2016. Earnings per share in 2017 decreased to $2.26 from $2.49 in 2016, due to the write down of the deferred tax asset.


Your stock’s book value increased $1.91 per share for the year, and based on recently-reported trades the current market value is $44.75, up $4.00 from the value on December 31, 2016. Our return on assets and return on equity for 2017 were 1.04 percent and 9.06 percent, respectively. Shareholder equity reached a record $268 million, allowing for larger loans and a strong growth plan.

Wecasting your vote online are nearing completion of our new Operations Center near the Main Office in Lebanon. We believeincluded with this 67,000 square-foot facility will greatly enhance our long-range plan for “Middle Tennessee’s Community Bank” to remain an independent bank.

If you have access to our shareholder portal, please note that you can vote your proxy via the portal rather than returning by mail.letter. If you need assistance, with the portal, please contact Kayla Hawkinsus at (615) 443-5901 or Anita Honeycutt443-5900.

Our 2024 annual meeting will take place Thursday, April 25, 2024 at (615) 547-5439.


5 p.m. at the Clemons-Richerson Operations Center, located at 105 North Castle Heights Avenue, Lebanon, TN 37087. We are excited to have the opportunity to meet with you again this year. As always, we encourage you to vote by proxy, including even if you plan to attend the Shareholder Meeting, and we hope to see you at our Shareholder Meeting on Tuesday, April 24, 2018 at 7:00 P.M. your shares ahead of time.

Thank you for your continued investment insupport of Wilson Bank Holding Company during this exciting time in our history.& Trust and its mission as an independent, community-focused institution.

Sincerely,

WILSON BANK HOLDING COMPANY

img107700076_0.jpg 

img107700076_1.jpg 

John McDearman, III

Randall Clemons

President/CEO

Chairman


Sincerely,

WILSON BANK HOLDING COMPANY




Randall Clemons                     J. Anthony Patton
President/CEO                     Chairman









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,Thursday, April 24, 201825, 2024 at 7:005:00. p.m. (CDT) at the main officeClemons-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)
(1)To elect three (3) Class II directors to hold office for a term of three (3) years and one (1) Class I director to hold office for a term of two (2) years, and in each case 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, 2018; and2024;
(3)
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 19, 2018March 1, 2024 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,



Jerry F. Franklin, Secretary

By Order of the Board of Directors,

img107700076_2.jpg 

Kayla N. Hawkins, Secretary

March 23, 2018


22, 2024

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.

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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 24, 2018

25, 2024

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 20172023 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 20172023 Annual Report and a proxy card are available at:www.wilsonbank.com.

The Annual Meeting of Shareholders will be held on April 24, 201825, 2024 at 7:5:00 p.m. (CDT) at the Company’s main office, 623 West Main Street,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:

(1)
To elect three (3) Class II directors to hold office for a term of three (3) years and one (1) Class I director to hold office for a term of two (2) years, and in each case 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, 2024;
(1)To elect three (3) Class II directors to hold office for a term of three (3) years until their successors are duly elected and qualified;


(3)
To transact such other business as may properly come before the Annual Meeting or any adjournment(s) thereof.
(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, 2018; and

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

Our Board of Directors recommends that you vote FOR the approval of Proposal #1 and Proposal #2.#2

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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,Thursday, April 24, 2018,25, 2024, at the Company’s main office, 623 West Main Street,Clemons-Richerson Operations Center, 105 North Castle Heights Avenue, Lebanon, Tennessee 37087, at 7:005:00. p.m. (CDT). This proxy material was first mailed to shareholders on or about March 23, 2018.

22, 2024.

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 as follows:

•
“For” the election of the director nominees set out belowbelow; and
•
“For” the ratification of Maggart & Associates, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. 2024.

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, or 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 you hold shares of the Company’s Common Stock (the “Common Stock” in “street name” and you with to cash your vote or change your vote at the Annual Meeting, please bring a copy of your brokerage statement reflecting your share ownership as of the Record Date. You must also obtain a “legal proxy” from your broker, bank, or other nominee for you to vote at the Annual Meeting (and not your broker, bank, or nominee.) 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.

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”)Common Stock at the close of business on February 19, 2018March 1, 2024 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, the Company had 10,521,701 11,776,963shares 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, 20182024 and any other matters submitted to the shareholders at the Annual Meeting 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 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.


If you hold your shares through a broker, bank, or other nominee and wish to vote at the Annual Meeting, you must obtain a “legal proxy” from your broker, bank, or other nominee for you to vote at the Annual Meeting (and not your broker, bank or nominee).

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, 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

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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 for fiscal year ending December 31, 2024, 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. The Bank owns 51% of the outstanding equity interests in Encompass Home Loan Lending, LLC (“Encompass”), a mortgage loan originating joint venture the Bank has entered into with two residential name building companies.

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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 19, 2018March 1, 2024 (unless otherwise noted), for:

•
each of our directors and nominees;

•
each of our executive officers named in the Summary Compensation Table in this Proxy Statement (the “Named Executive Officers”); and

•
all of our directors and executive officers as a group.

The percentages of shares outstanding provided in the table below are based on 10,521,701 voting11,776,963 shares of Common Stock outstanding as of February 19, 2018.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 19, 2018the 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.

Name and Address of Beneficial Owner (1)

 

Amount and Nature
of Beneficial Ownership (2)

 

 

 

Percent of Class (%)

 

Directors:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jack W. Bell

 

 

195,661

 

(4)

 

 

1.66

%

Randall Clemons

 

 

171,115

 

(5)

 

 

1.45

%

James F. Comer

 

 

29,276

 

(6)

 

 

0.25

%

William P. Jordan

 

 

50,956

 

(7)

 

 

0.43

%

John C. McDearman(3)

 

 

18,968

 

(8)

 

 

0.16

%

Michael G. Maynard

 

 

17,789

 

(9)

 

 

0.15

%

James Anthony Patton

 

 

76,591

 

(10)

 

 

0.65

%

Lisa Pominski

 

 

20,674

 

(11)

 

 

0.18

%

H. Elmer Richerson

 

 

80,989

 

(12)

 

 

0.69

%

Clinton M. Swain

 

 

11,648

 

(13)

 

 

0.10

%

Deborah Varallo

 

 

107

 

 

 

 

0.001

%

 

 

 

 

 

 

 

 

Named Executive Officers:

 

 

 

 

 

 

 

John Foster

 

 

13,689

 

(14)

 

 

0.12

%

Clark Oakley

 

 

7,263

 

(15)

 

 

0.06

%

Taylor Walker

 

 

5,753

 

(16)

 

 

0.05

%

 

 

 

 

 

 

 

 

Executive Officers and Directors as a group (15 persons)

 

 

703,641

 

(17)

 

 

5.98

%

5


(1)
The address for each of the directors and executive officers set forth in the table above is 623 West Main Street, Lebanon, Tennessee 37087.

Name and Address of Beneficial Owner (1)
 
Amount and Nature
of Beneficial Ownership (2)
 Percent of Class (%)
Directors:
    
Charles Bell 
162,183 (3)

 1.54%
Jack W. Bell 
99,009 (4)

 0.94%
J. Randall Clemons (5)
 
 163,746 (6)

 1.56%
James F. Comer 
 25,613 (7)

 .24%
Robert H. Goodall, Jr. 9,932
 .09%
Jerry L. Franklin 93,597
 .89%
John B. Freeman 38,939
 .37%
William P. Jordan 
28,418(8)

 .27%
John C. McDearman(5)
 
8,079(9)

 .08%
James Anthony Patton 
31,856(10)

 .30%
H. Elmer Richerson (5)
 
80,019 (11)

 .76%
     
Named Executive Officers:
    
Gary Whitaker 
31,089(12)

 .30%
Lisa Pominski 
15,852 (13)

 .15%
     
Executive Officers and Directors as a group (14 persons)
 
 791,116 (14)

 7.52%
(2)
Each person has sole voting and investment power with respect to the shares listed unless otherwise indicated.
__________________(3)
Mr. McDearman and Ms. Pominski are also Named Executive Officers.
(1)The address for each of the directors and executive officers set forth in the table above is 623 West Main Street, Lebanon, Tennessee 37087.
(2)Each person has sole voting and investment power with respect to the shares listed unless otherwise indicated.
(3)Includes 72,162 held by Mr. C. Bell’s wife.
(4)Includes 14,811 shares held by or on behalf of Mr. J. Bell’s children, 62,510 shares that are pledged, and 2,000 shares issuable upon exercise of options granted under the Company's Amended and Restated 2016 Equity Incentive Plan (the 2016 Plan").


(4)
Includes 17,176 shares held jointly with or on behalf of Mr. Bell’s children, 59,747 shares held by the Jack and Rick Bell Family Trust for which Mr. Bell serves as trustee, 50,457 shares that are pledged, 261 shares held by Mr. Bell’s wife and 5,059 shares issuable upon exercise of options granted under the Company's Amended and Restated 2016 Equity Incentive Plan (the “2016 Plan”).
(5)Messrs. Clemons, Richerson, and McDearman III are also Named Executive Officers. Mr. Richerson retired from the Company and the Bank on December 31, 2017.
(6)Includes 9,209 shares held by Mr. Clemons’ wife, 57,208 shares held by the Clemons Family Limited Partnership and 400 shares issuable upon exercise of options granted under the Company’s 2009 Stock Option Plan (the "2009 Plan").
(7)Includes 4,044 shares held by or on behalf of Mr. Comer’s children and/or other dependents, 8,848 shares that are pledged and 500 shares issuable upon exercise of options granted under the 2016 Plan.
(8)Includes 11,293 shares held by the Jordan Family Trust and 110 shares held by the Jordan Irrevocable Trust.    
(9)Includes 829 shares held by or on behalf of Mr. McDearman's children and/or dependents, 800 shares issuable upon exercise of options granted under the 2009 Plan, 1,000 shares issuable upon exercise of options granted under the 2016 Plan and 2,667 shares that are pledged.
(10)Includes 2,000 shares issuable upon exercise of options granted under the 2016 Plan.
(11)Includes 1,150 shares held by Mr. Richerson’s wife, 6,010 shares that are pledged, 266 shares issuable upon exercise of options granted under the 2009 Plan and 500 shares issuable upon exercise of options granted under the 2016 Plan.
(12)Includes 133 shares issuable upon exercise of options granted under the 2009 Plan and 250 shares issuable upon exercise of options granted under the 2016 Plan.
(13)Includes 2,691 shares held by Ms. Pominski’s husband, 133 shares that are issuable upon exercise of options granted under the 2009 Plan, 250 shares issuable upon exercise of options granted under the 2016 Plan and 920 shares that are pledged.
(14)Includes 2,065 shares that are issuable upon exercise of options granted under the 2009 Plan and 6,833 shares that are issuable upon exercise of options granted under the 2016 Plan.


(5)
Includes 4,964 shares held by Mr. Clemons’ wife, 75,130 shares held by the Clemons Community Property Trust for which Mr. Clemons serves as trustee, 57,208 held by the Clemons Family Limited Partnership of which Mr. Clemons is a partner, and 15,836 shares held jointly with or on behalf of Mr. Clemons' children and/or other dependents and 400 shares issuable upon exercise of options granted under the 2016 Plan.


(6)
Includes 3,886 shares held jointly with or on behalf of Mr. Comer’s children and/or other dependents, 10,214 shares that are pledged and 2,000 shares issuable upon exercise of options granted under the 2016 Plan.
(7)
Includes 12,953 shares held by the Jordan Family Trust and 38,003 shares held by the WM Jordan Community Property Trust, for which trusts Mr. Jordan serves as trustee.
(8)
Includes 796 shares held by or on behalf of Mr. McDearman’s children and/or dependents and 2,000 shares issuable upon exercise of options granted under the 2016 Plan.
(9)
Includes 2,117 shares held by Mr. Maynard’s wife.
(10)
Includes 314 shares held by Mr. Patton’s wife, 3,000 shares that are pledged and 12,000 shares issuable upon exercise of options granted under the 2016 Plan.
(11)
Includes 4,733 shares held by Ms. Pominski’s husband and 1,244 shares held jointly with or on behalf of Ms. Pominski’s children and/or other dependents.
(12)
Includes 1,315 shares held by Mr. Richerson’s wife, 70,000 shares held by the Richerson Community Property Trust for which Mr. Richerson serves as trustee, and 2,028 held jointly with or on behalf of Mr. Richerson’s grandchildren.
(13)
Includes 2,000 shares issuable upon exercise of options granted under the 2016 plan.
(14)
Includes 1,161 shares held jointly with or on behalf of Mr. Foster’s children and 3,800 shares issuable upon exercise of options granted under the 2016 Plan.
(15)
Includes 375 shares held by or on behalf of Mr. Oakley’s children and/or other dependents, 1,053 shares that are pledged, and 4,167 shares issuable upon exercise of options granted under the 2016 Plan.
(16)
Includes 4,366 shares issuable upon exercise of options granted under the 2016 Plan.
(17)
Includes 37,175 shares that are issuable upon exercise of options granted under the 2016 Plan. Includes 1,520 shares held by Kayla Hawkins, who was appointed to be the Company’s Executive Vice President and Chief Financial Officer effective March 1, 2024, 259 shares held by Ms. Hawkins’s husband and 1,383 shares issuable upon exercise of options granted under the 2016 Plan.

PROPOSAL 1 — ELECTION OF DIRECTORS


The Board of Directors of the Company currently consists of eleven (11) 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. On January 2, 2018, the Board of Directors increased its size from ten (10) to eleven (11) members and recommended and approved the nomination of John C. McDearman III as a Class II director to fill the newly created vacancy. The terms of the four (4) Class II directors expire at the Annual Meeting. These directors are Charles Bell, Jack W. Bell, H. Elmer Richerson, John C. McDearman III, and H. Elmer Richerson.Deborah Varallo. Effective March 1, 2024, the Board of Directors increased the size of the board and approved the appointment of Lisa Pominski, the former Chief Financial Officer of the Company and the Bank, as a Class I director to fill such vacancy in connection with her expected retirement from the Company and the Bank on March 31, 2024. In addition, Deborah Varallo’s position as a member of the Board will end upon the expiration of her current term at the Annual Meeting as she was not re-nominated to the Board of Directors as she has reached the age limit for director service applicable to her and those other members of the Company’s Board of Directors that were not in service as directors on or before November 23, 2020. As a result, following the Annual Meeting, the size of the Board of Directors will be

6

reduced to ten (10) members. The nomination of Jack W. Bell, H. Elmer Richerson, John C. McDearman III, and H. Elmer RichersonLisa Pominski has been approved by the Company’sCompany'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. All the nomineesMessrs. Bell, Richerson and McDearman and Ms. Pominski are currently are 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.


In accordance with the Company’s retirement policy for members ofBoard, or the Board of Directors, each of Charles Bell’s, Jerry Franklin’s and John Freeman’s term as a director will expire at the Annual Meeting. Accordingly, the Board of Directors of the Company has determined that it willvote to reduce the size of the Board of Directors from eleven (11) members to eight (8) members immediately followingeliminate the Annual Meeting. Mr. C. Bell, whose term expires at the Annual Meeting, has not been nominated to stand for re-election at the Annual Meeting.

vacancy.

Information Concerning Nominees and Continuing Directors

Class II Directors (Nominees for Election to the Board: Term to Expire at the 2027 Annual Meeting of Shareholders if Elected)

 

Name(1)

 

Age

 

Director

Since

 

Current Position;

Prior Business Experience

Jack W. Bell (3)

 

65

 

1987

 

Director; Owner – Jack W. Bell Builders, Inc., a residential and commercial construction company (since 1994); Vice President of Operations – Lebanon Aluminum Products, Inc. (until 1995)

 

 

 

 

 

 

 

H. Elmer Richerson

 

71

 

1998

 

Director; Chairman of the Company’s Board of Directors (May 2022 - May 2023); Executive Vice President of the Company until his retirement (1992-2017); President of the Bank until his retirement (2002-2017); Executive Vice President of the Bank (1994-2002); Vice President of the Bank (1989-1994)

 

 

 

 

 

 

 

John C. McDearman III

 

54

 

2018

 

Director; Chairman of the Bank’s Board of Directors (since January 1, 2020); President and Chief Executive Officer of the Company (since January 1, 2020); Chief Executive Officer of the Bank (since January 1, 2020); President of the Bank (2018-2019); Executive Vice President of the Bank (2009-2017); Senior Vice President of the Bank (2002-2009); Vice President of the Bank (2001-2002)

 

Class I Director (Nominee for Election to the Board: Term to Expire at the 2026 Annual Meeting of Shareholders if Elected)

 

Name(1)

 

Age

 

Director

Since

 

Current Position;

Prior Business Experience

Lisa Pominski

 

59

 

2024

 

Director; Executive Vice President of the Company and the Bank (Since 2017); Chief Financial Officer of the Company and the Bank (1997-March 2024); several other positions with the Bank including Asst. Cashier, Asst. Vice President and Senior Vice President since the Bank’s formation in May of 1987

7


 

 

 

Class III Directors (Continuing Directors until the 2025 Annual Meeting of Shareholders)

 

 

Name(1)

 

Age

 

Director

Since

 

Current Position;

Prior Business Experience

James F. Comer (2)

 

65

 

1996

 

Director; Owner/President – Comerica Enterprises, Inc., a real estate investment company (since 2006); Vice President – Lending and Account Executive of Farm Credit Services of America (1980-1995)

 

 

 

 

 

 

 

Michael G. Maynard

 

64

 

2019

 

Director; Previous Owner and Chief Manager – FourStar Paving, an asphalt and paving contractor (2003-February 2023)

 

 

 

 

 

 

 

Clinton M. Swain

 

44

 

2019

 

Director; Co-owner of Fakes & Hooker Inc., a building and materials retail company (since 2008)

 

 

 

 

 

 

 

Class I Directors (Continuing Directors until the 2026 Annual Meeting of Shareholders)

 

Name(1)

 

Age

 

Director

Since

 

Current Position;

Prior Business Experience

J. Randall Clemons

 

71

 

1987

 

Director; Chairman of the Company’s Board of Directors (since May 2023); President and Chief Executive Officer of the Company until his retirement (1992-2019); Chief Executive Officer of the Bank until his retirement (1987-2019); Chairman of the Bank’s Board of Directors (1987-2019)

 

 

 

 

 

 

 

William P. Jordan

 

60

 

2014

 

Director; Real Estate investor and farming operation partner

 

 

 

 

 

 

 

James Anthony Patton

 

63

 

1987

 

Director; Owner-C & T Farms, a registered cattle company (since 2009); Salesman – Mid Tenn Technologies, an industrial chemical company (2003-2019); Salesman and Director of Business Development - Remar Inc., a supply chain management business (2011-2019)

The following table contains certain information concerning(1)
All directors serve on the nominees and continuing directors, which information has been furnished toBoards of Directors of the Company byand the individuals named below:


Bank.
Class II Director (Nominees for Election to the Board: Term to Expire at the 2021 Annual Meeting of Shareholders)

Name(1)
 Age 
Director
Since
 
Current Position;
Prior Business Experience
Jack W. Bell (3)
 59 1987 Director; Owner - Jack W. Bell Builders, Inc. (since 1994); Vice President of Operations - Lebanon Aluminum Products, Inc. (until 1995)
H. Elmer Richerson 65 1998 Director; Executive Vice President of the Company (1992-2017); President of the Bank (2002-2017); Executive Vice President of the Bank (1994-2002); Vice President of the Bank (1989-1994)
John C. McDearman III 48 2018 Director; Executive Vice President of the Company (since 2018); President of the Bank (since 2018); Executive Vice President of the Bank (2009-2017); Senior Vice President of the Bank (2002-2009); Vice President of the Bank (2001-2002)
Class III Directors (Continuing Directors until 2019 Annual Meeting of Shareholders)

Name(1)
 Age 
Director
Since
 
Current Position;
Prior Business Experience
James F. Comer (2)
 59 1996 Director; Owner/President - Comerica Enterprises, Inc. (since 2006); Vice President - Lending and Account Executive of Farm Credit Services of America (1980-1995)
Robert H. Goodall, Jr.(5)
 
 57 2017 Director; Homebuilder - Goodall Homes (since 2016) owner and president, Goodall Homes (1990 - 2016)
Class I Directors (Continuing Directors until 2020 Annual Meeting of Shareholders)

Name(1)
 Age 
Director
Since
 
Current Position;
Prior Business Experience
J. Randall Clemons 65 1987 Director; President and Chief Executive Officer of the Company (since 1992); Director and Chief Executive Officer of the Bank (since 1987); Chairman of the Bank’s Board of Directors (since 2002)
William P. Jordan(4)
 54 2014 
Director: Real Estate Investor and farming operation
partner
James Anthony Patton 57 1987 Director; Salesman - Mid Tenn Technologies (since 2003); Salesman and Director of Business Development - Remar Inc. (since 2011)
(2)
Mr. Comer serves on the Advisory Board of the Smith County branches of the Bank.
_____________________________(3)
Mr. Bell serves on the Advisory Board of the DeKalb County branches of the Bank.
(1)All directors serve on the Boards of Directors of the Company and the Bank.
(2)Mr. Comer serves on the Advisory Board of the Smith County branches of the Bank.
(3)Mr. J. Bell serves on the Advisory Board of the DeKalb County branches of the Bank.
(4)Mr. Jordan serves on the Advisory Board of the Rutherford County branches of the Bank.
(5)Mr. Goodall serves on the Advisory Board of the Sumner County branches of the Bank.

(4)
Mr. Jordan serves on the Advisory Board of the Rutherford County branches of the Bank.

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. J. 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.

Ms. Pominski has extensive experience as a banking financial officer in the Company’s market area. Her extensive knowledge of the Bank’s history, particularly from a financial and accounting perspective, allows her to provide the Board of Directors with company-specific experience and expertise.

8

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. J. A. Patton isSwain has extensive experience as a Directorsalesman and business owner. His years of Business Developmentexperience in the building industry including management, human resources, sales, marketing and a member ofadvertising allows him to provide the Board of Directors of Hospital Solutions for Remar, Inc.with knowledge in these areas.

Mr. Maynard has extensive business experience in the transportation and is responsible for securing contracts with the medicalpaving industry. His experience as an employee of that company gives himand knowledge of board functions and financials thatbusinesses in the Company’s market area allows him to offer business insight to the Board of Directors on a wide range of matters impacting the Company’s operations.


Mr. Goodall is a homebuilder for Goodall Homes and from 1990 to 2016, when he sold Goodall Homes, was the President and owner of Goodall Homes. His experience as a builder and real estate investor in the Company’s market areas and in other communities gives him knowledge of the real estate and construction operations of many of the Company’s clients that allows him to provide insight to the Board of Directors in the lending area as well as the Company’s operations.

Mr. John C. McDearman III 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 and current day-to-day operations allows him to provide the Board of Directors with company-specific experience and expertise.


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:


James F. Comer;            Robert H. Goodall, Jr.;
John B. Freeman;            William P. Jordan; and
Jerry L. Franklin;            James Anthony Patton

J. Randall Clemons;

James F. Comer;

William P. Jordan;

Michael G. Maynard;

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

9

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 and Ms. Pominski would not be considered “independent” within the meaning of the NYSE listing standards for executive compensation and nominating committees, which, in the case of Mr. Bell 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 expire atwould commence following the Annual Meeting commencingand expire in 2018 and expiring in 2021.2027. 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.


On September 28, 2009, the Board of Directors adopted a retirement policy for board members which requires that a director that served on the Board of Directors as of the policy’s implementation must retire from the Board of Directors at the first annual meeting of shareholders following his or her 80th birthday. Directors elected to the Board of Directors for the first time after the policy’s implementation will be required to retire from the Board of Directors at the first annual meeting of shareholders following the director’s 70th birthday. Messrs. C. Bell, Franklin and Freeman have reached the mandatory retirement age pursuant to the policy and, accordingly, their service on the Board of Directors will end as of the Annual Meeting.

bylaws.

The Board of Directors of the Company has notwo standing committees.committees, the Audit Committee and the Risk Oversight Committee. The Board of Directors of the Bank has eightfive standing committees consisting of the Audit, Executive, Personnel, Finance, Marketing,and Technology Steering Committee. The Board of Directors of the Bank also previously had Building and Investment and Data Processing Committee.committees, but those committees were eliminated in April 2023. The Chairman of the Board of Directors of the Company, Mr. James Anthony PattonRandall Clemons is a member of all committees.committees of the Boards of Directors of the Company and of the Bank. The Chairman of the Board of Directors of the Bank, Mr. Clemons, and Mr. Richerson areMcDearman, is also membersa member of all of the committees with the exception that Mr. Clemons and Mr. Richerson areMcDearman is 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; however, given the retirements of Messrs. C. Bell, Franklin and Freeman, the Board will make new committee appointments as of or prior to the Annual Meeting.May. Therefore, the committee members identified below may not have been on each identified committee for the entire 20172023 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, Comer, PattonRicherson, Maynard, Clemons and Franklin,Jordan, with Mr. JordanComer 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 20182020 (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 haveeach of Elmer Richerson and Randall Clemons 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 the Company does not believe that it could 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) meetings during 2017.2023.

Risk Committee. The Company has a separately-designated standing risk oversight committee, which it newly established in May 2023, composed of Messrs. Swain, Clemons, Patton, Maynard, Bell, McDearman and Ms. Varallo with Mr. Swain serving as the committee’s chairman. The Risk Oversight Committee reviews the significant risk management policies and associated frameworks of the Company and the Bank, including the Company’s risk appetite statement, and any associated risk deficiencies. The Risk Oversight Committee operates pursuant to the terms of a charter which was adopted by the Board of

10

Directors in May 2023 (the “Risk Committee Charter”). A copy of the Risk Committee Charter is available on the Company’s website. The Risk Oversight Committee held three (3) meetings during 2023.

Executive Committee. The Executive Committee is composed of Messrs. Richerson, Patton, Comer, C.Clemons, McDearman and Bell, J. Bell, Patton and Franklin, with Mr. ComerRicherson 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)eleven (11) meetings during 2017.

2023.

Personnel Committee. The Personnel Committee is composed of Messrs. Franklin,Patton, Swain, Comer, Goodall, PattonClemons and Jordan,Maynard, with Mr. FranklinPatton 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 five (5)eight (8) meetings during 2017.2023. 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, prior to his retirement, Mr. RichersonMcDearman abstains 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 of the Bank and 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 Mr. Clemonsthe Chief Executive Officer and prior to his retirement, Mr. Richerson,President, the Personnel Committee meets in executive session without Mr. Clemons’sthe Chief Executive Officer's or Mr. Richerson’sPresident'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. Patton, C. Bell, J. Bell, Comer, Franklin, Freeman, GoodallJordan, Richerson, Patton, Maynard, Swain, Comer, Clemons, McDearman and Jordan,Ms. Varallo, with Mr. PattonBell serving as the committee’s Chairman.chairman. The Finance Committee held twelve (12) meetings during 2017.

Marketing2023.

Technology Steering Committee. The MarketingTechnology Steering Committee is composed of Messrs. J.Jordan, Swain, Bell, C. Bell, Franklin, Freeman, PattonClemons, McDearman and Goodall,Richerson, and Ms. Varallo, with Mr. J. BellJordan serving as the committee’s Chairman.chairman. The Marketing Committee recommends the direction of the marketing efforts of the Company and the Bank. This committee held four (4) meetings during 2017.

Building Committee. The Building Committee is composed of Messrs. Freeman, Goodall, Patton and Jordan, with Mr. Freeman serving as the committee’s 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 four (4) meetings during 2017.
Investment Committee. The Investment Committee is composed of Messrs. C. Bell, J. Bell, Patton and Freeman, with Mr. C. Bell serving as the committee’s Chairman. The InvestmentTechnology Steering Committee reviews technology projects, critical vendors, and directs the investment portfolio of the Bank. This committee held four (4) meetings during 2017.
Data Processing Committee. The Data Processing Committee is composed of Messrs. J. Bell, Franklin, Patton and Jordan, with Mr. J. Bell serving as the committee’s Chairman. The Data Processing Committee reviews the computerfuture 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 2017.
2023.

During the fiscal year ended December 31, 2017,2023, the Board of Directors of the Company held sixteen (16)fifteen (15) meetings withand the Board of Directors of the Bank met thirteen (13) times. The non-employee members of the Board also meeting fourteen (14) times. Eachperiodically meet in executive session outside of the presence of management during the course of the year. During 2023, 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 20172023 Annual Meeting of Shareholders.

11

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. Clemons currently serves as the Chairman of the Board, a position he has held since May 2023. 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’s Role in Risk Oversight.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.risk, though the Risk Oversight Committee is the primary provider of such oversight assistance. The Risk Oversight Committee fulfills the primary oversight role for the Company’s significant risk management policies and associated risk management frameworks, including approving risk appetite and tolerance levels, risk policies and limits in the Company’s risk appetite statement, reviewing and reporting key and emerging risks as well as risk deficiencies, and reviewing risk assessment and compliance audit results. In particular,carrying out its responsibilities, the Risk Committee works closely with the Company's Chief Risk Officer and other members of the Company's senior risk management team, including members of the Company’s Internal Audit Department. The Risk Oversight Committee meets at least quarterly with the Chief Risk Officer and other members of management and receives a comprehensive report on risk management, including management's assessment of risk exposures (including risks related to liquidity, credit, operations and regulatory compliance, among others), and the processes in place to measure, monitor, control and report such exposures. The Risk Oversight Committee periodically reports on risk management to the full Board.

In addition, 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 duties and oversight responsibilities relating to the Company’s or the Bank’s compliance and ethics programs, including compliance with legal and regulatory requirements.

Compliance 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,


Section 16(a) of the Exchange Act 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 in compliance with alldelinquent under the applicable Section 16(a) filing requirements in the 20172023 fiscal year, except for two (2)one (1) late filings eachfiling by Mr. Freeman, Mr. Whitaker, and Mr. Richerson.


Walker.

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

12





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, 2018.2024. 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, 20172023 and December 31, 2016,2022, the Company incurred the following fees for services provided by Maggart & Associates, P.C.:

 

2023

 

 

2022

 

 

 

 

 

 

 

 

Audit Fees:(a)

 

$

493,801

 

 

$

366,001

 

Audit-Related Fees:(b)

 

$

5,000

 

 

$

14,460

 

Tax Fees:(c)

 

$

9,500

 

 

$

8,000

 

 

 

 

 

 

 

 

Other Fees:

 

$

—

 

 

$

—

 


(a)
Includes fees related to the annual independent audit of the Company’s financial statements, reviews of the Company’s annual report on Form 10-K and quarterly reports on Form 10-Q and fees related to the audit of the effectiveness of the Company’s internal control over financial reporting, as required by Section 404 of the Sarbanes Oxley Act of 2002.
  20172016
    
Audit Fees:(a)    
 $247,179$283,084
Audit-Related Fees:(b)
 $71,719$39,315
Tax Fees:(c)
 $1,900$7,566
    
Other Fees: $—$—
(b)
Includes fees related to the audit of the Company’s 401(k) plan, the Bank’s U.S. Department of Housing and Urban Development audit, asset liability review, and the audit of the Bank’s investment center.

(c)
Includes fees related to the preparation of the Company’s tax returns and other tax-related assistance.
_____________________________

(a)Includes fees related to the annual independent audit of the Company’s financial statements, reviews of the Company’s annual report on Form 10-K and quarterly reports on Form 10-Q and fees related to the audit of the effectiveness of the Company’s internal control over financial reporting, as required by Section 404 of the Sarbanes Oxley Act of 2002.
(b)Includes fees related to the audit of the Company’s 401(k) plan, the Bank’s U.S. Department of Housing and Urban Development audit, asset liability review, and the audit of the Bank’s investment center.
(c)Includes fees related to the preparation of the Company’s tax returns and other tax-related assistance.

The Audit Committee considered these fees and concluded that the performance of these non-audit serviceswas 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 2017.

2023.

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, 2018.






2024.

PROPOSAL 3 - 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.

13


AUDIT COMMITTEE REPORT FOR 2017


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 firmfirm’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, 2017,2023, for filing with the SEC.


William P. Jordan, Chairman
James F. Comer
Jerry L. Franklin
James Anthony Patton

Jimmy Comer, Chairman

Michael G. Maynard

William P. Jordan

H. Elmer Richerson

J. Randall Clemons

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 hashave reviewed the Company’s and the Bank’s compensation policies as generally applicable to their employees and believes that theirthe 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 20172023 were made by the Board of Directors of the Company and the Bank based upon

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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 officer's frozen

Executive Salary Continuation Agreement prior to the freezing of the accrual of benefits under these agreements effective October 1, 2012, and thereafter under the SERP Agreements (as defined below) entered into in 2012, 2015, 2016, 2018, 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 basedequity-based compensation in the form of time vested stock options or as was the case in 2016, cash-settled stock appreciation rights (“SARs”); however, the Personnel Committee and the Chief. Historically our Named Executive Officer have historically focused on cash-basedOfficers’ compensation that is currently paid out, usinghas been more heavily weighted toward cash compensation but stock options and other equity-based awards, primarilyincluding time-based vesting restricted stock units, which the Company utilized for the first time in 2023, are being utilized more regularly as the Personnel Committee and Board of Directors has sought to grant a number of equity-based awards to our Named Executive Officers in amounts that result in the officer maintaining a targeted level of unvested equity-based awards. Accordingly, as a Named Executive Officer’s previously awarded equity-based awards begin to vest, new awards have been granted to these individuals. Equity-based awards are also utilized in connection with promotions or changes in duties. In 2016,2023, the Company’s executive officers, including theCompany awarded options to Messrs. Foster and Walker, and time-based vesting restricted stock units to Messrs. McDearman and Oakley to further incentivize such Named Executive Officers wereto drive the Company’s performance as certain awards previously granted stock options and/or cash-settled SARs.to them became vested in 2023 resulting in the officer’s number of unvested awards falling below levels targeted by the Personnel Committee and Board of Directors for that individual, and, in the case of Mr. Walker, in recognition of his new responsibilities as Chief Credit Officer. These equity-based awards, which typically involve multi-year vesting periods, are also utilized as a retention tool. 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 2017.

2023.

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 2023 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 the 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 Bank’s profitability. The Personnel Committee has not historically utilizedand the Board of Directors also utilize equity-based compensationawards from time-to-time in an effort to motivate the Company’s executive officers to drive performance and as a significantretention tool. Equity-based awards are a smaller component of our Named Executive Officers’ total compensation than other elements, and awards are typically granted in amounts that seek to preserve an officer’s unvested equity-based awards at targeted levels established for the compensation paid toofficer. Awards are also typically granted in connection with promotions or expansion of an officer’s responsibilities. While equity-based awards have been utilized more in recent years, the Named Executive Officers, but, as described above, utilized equity-based awards in 2016.Officers’ total compensation remains 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 and the Board of Directors may utilize equity-based awards moreas a larger component of executive compensation in the future in connection with, but not limited to, promotions or changes in duties.future.

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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 20172023 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 20162022 executive compensation program. Of the 5,826,5606,090,809 votes cast, 5,561,688,5,897,276 or 95.5%96.8%, were cast in favor of approval. The Personnel Committee has considered the results of the vote on our 20162022 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 and appropriately incentivizes our Named Executive Officers and



encourages long-term retention. The Company’s strong financial performance in fiscal year 2017 reinforces the Personnel Committee’s view that our executive compensation program is achieving its objectives, and the Board and the Personnel Committee made no significant changes to the program during the year other than the Company made no awards of long-term time-based vesting options and cash-settled SARs as it had done in 2016.Officers. 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.

In finalizing the recommended compensation for the Named Executive Officers in 2023, the Personnel Committee considered the reports and information it received from Newcleus Compensation Advisors, a consulting firm with experience providing compensation consulting to financial institution’s compensation committees (“Newcleus”), including updated comparative market data of the compensation practices of twenty (20) banks across the Mid and South East United States between $3.2 billion and $12.3 billion in total assets as of September 30, 2022. The Personnel Committee targeted compensation for 2023 at the 50th to 60th percentile of the peer group if, for purposes of the annual cash incentive component thereof, the Bank’s performance achieved budgeted results.

The Company’s strong financial performance in fiscal year 2023 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 compared to the design in 2022, other than the grant of time-based vesting restricted stock units to certain Named Executive Officers in lieu of grants of options to such Named Executive Officers.

Base Salary. Each year Annually, the Personnel Committee reviews and approves and recommends to the Board of Directors a base salary for Mr. Clemonsthe Company’s Chief Executive Officer for approval 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 Mr. Clemons,the executive, and the Bank’s recent performance.performance in making its recommendations to the Board of Directors. Taking these factors into consideration, the Personnel Committee approved and recommended an increase of 4%4.5% to the 20172023 base salary of Mr. ClemonsMcDearman when compared to 2016.2022. In settingapproving and recommending the base salaries of the other Named Executive Officers, the Personnel Committee considers the recommendations of Mr. Clemons,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 Mr. Clemons’srecommending 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 and recommended, and the Board of Directors approved, a 4%6.7% increase to the 20172023 base salary of Mr. Richerson,Foster, a 3%4.6% increase to the 20172023 base salary of Mr. Whitaker,Oakley, a 10%4.0% increase to the 2017 base salary of Mr. McDearman, and a 19% increase to the 20172023 base salary of Ms. Pominski. ThePominski and a 30% increase to the 2023 base salary to Mr. Walker, in Mr. McDearman's salary was due to his increased responsibilities in 2017 as partrecognition of his transition into his new positionresponsibilities as President of the Bank, and the increase in Ms. Pominski's base salary was due to the fact that Ms. Pominski no longer receives monthly cash incentives based upon specific performance measures.

Chief Credit Officer.

Annual Cash Incentive.Messrs. Clemons, Richerson, Whitaker, and McDearmanThe 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 Company’sBank’s estimated after tax earnings for the fiscal year as of the date the bonus is paid. In 2017, Mr. Clemons was2023, Messrs. McDearman, Foster, Oakley and Walker and Ms. Pominski were eligible for a cash incentive payment equal to 1.5%1.25%, .96%, .25%, .35% and .25%, respectively of the Company’sBank’s estimated after tax earnings while Mr. Richerson was eligible for a cash incentive payment equal to 1.15%as of the Company’s estimated after tax earnings.date the payout is approved by the Board of Directors. In total, Mr. ClemonsMessrs. McDearman, Foster, Oakley, Walker and Mr. RichersonMs. Pominski were paid cash

16

incentive payouts totaling $419,265$632,677, $485,896, $126,535, $177,150 and $321,436,$126,535, respectively, based on the estimated performance of the CompanyBank in 20172023 as of the December 8, 201715, 2023 payment date. In 2017, Mr. Whitaker was eligibleThe percentages used for aeach of the Named Executive Officers for their 2023 cash incentive payment equal to .57% of the Company’s estimated after tax earnings, while Mr. McDearman was eligible for a cash incentive payment equal to .70% of the Company’s estimated after tax earnings. In total, Mr. Whitaker and Mr. McDearmanopportunity were each paid cash incentive payments totaling $159,321 and $195,657, respectively, based on the estimated performance of the Company in 2017 as of the December 8, 2017 payment date. On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “Tax Act”) which, among other things, lowered the statutory corporate tax rate from 35% to 21%. Though the reduction in the corporate tax rate was effective January 1, 2018, the Company was required to revalue its deferred tax assets in December 2017 after the Tax Act became law to give effectidentical to the rate reductionpercentages utilized in 2017. Accordingly, during the fourth quarter of 2017, but after the cash incentives were paid to Messrs. Clemons, Richerson, McDearman and Whitaker, the Company reduced the value of its deferred tax assets by $3.6 million, which negatively impacted the Company’s reported net income. The cash incentive payments made to Messrs. Clemons, Richerson, McDearman and Whitaker were based on the Company’s2022.The Bank’s estimated after tax earnings as of December 15, 2023 were $50.6 million and its reported earnings for the December 8, 2017 payment date and accordinglyyear were not impacted by$50.455 million, a decrease of 8.01% compared to 2022 performance. By tying the revaluation of the deferred tax assets. The Board and Personnel Committee believed that given the fact that the revaluation of the deferred tax assets was non-recurring in nature and unrelatedNamed Executive Officers’ bonus to the Bank’s net income, the Named Executive Officers’ compensation increases as the Company’s core performance, it was not necessaryresults improve and decreases when the Company’s results decline.

Equity-Based Awards. In 2023, Messrs. Foster and Walker were awarded options to reduce the cash incentive payments made to Messrs. Clemons, Richerson, McDearmanpurchase 1,667 shares and Whitaker for the impact of the deferred tax asset write down. Because Mr. Clemons’s, Mr. Richerson’s, Mr. Whitaker’s, and Mr. McDearman’s cash incentive awards are a percentage2,500 shares, respectively, of the Company’s after tax earnings,Common Stock. The stock options vest in 20% increments on each anniversary for the Company’s performance directly impacts the size of these payments. As the Company’s performance improves, the cash payments similarly increase.

Ms. Pominski was eligible for, and received, a cash incentive payment determined by the return on assets (“ROA”) performancefirst five (5) years of the Bank, which payment was calculated onten (10) year term and have an exercise price of $69.00 per share. In 2023, Messrs. McDearman and Oakley were awarded 1,250 shares and 417 shares, respectively, time-based vesting restricted stock units that if earned will be settled in a basis consistent with the Bank’s other employees other than Messrs. Clemons, Richerson, Whitaker, and McDearman whose cash incentive payments were calculated as described above. ROA is the quotientlike number of shares of the Company’s 2017 net earnings divided by the Company’s average assets for 2017.For 2017, the ROA targets and related cash incentive payouts as a percentage of the base salary of Ms. Pominski was 14.0% at 1.00% ROA, 16.0% at 1.15% ROA, 17.0% at 1.20% ROA, and 18.0% at 1.25% ROA.Common Stock. The payment percentages were increased in 2017 from 2016 levels in connection with Ms. Pominski's promotion to Executive Vice President in January 2017. For 2017, the Bank’s ROA on a GAAP basis was 1.04%, including the negative impact of the $3.6 million expense associated with the write down of the Company's deferred tax assets resulting from President Trump signing the Tax Act into law. Given the non-recurring nature of the deferred tax assets revaluation, and the fact that the revaluation was not relatedrestricted stock units vest, subject to the Company's core performance,employee’s continued employment, in 20% increments on each anniversary for the first five (5) years after the grant date. These equity-based awards were granted in amounts that sought to maintain an officer’s unvested awards at levels targeted by the Personnel Committee and the Board of Directors, approvedand in the payoutcase of


a cash bonus totaling 17.0% Mr. Walker, were also awarded in recognition of the base salary for Ms. Pominski, or $36,550 based upon the Company's 1.20% ROA before the impact of the $3.6 million write down of the deferred tax assets was recorded.
Prior to 2017, Ms. Pominski was also eligible to receive monthly cash payments of up to $2,000 under the Company’s cash-based incentive plan upon the attainment of certain Company and individual performance goals, including income and expense controls andhis new product effectiveness. Beginning in 2017, Ms. Pominski was no longer eligible to receive monthly cash-based incentives; however, in January 2017 she received $2,000, which was 100% of the maximum amount that she was eligible to receive for December 2016 performance under this now-terminated bonus program.
responsibilities as Chief Credit Officer.

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 $.35$.50 from the Bank for each one dollar ($1) up to a maximum of 6%8% of the amount contributed each year by the employee to his or her 401(k) account. No employee was entitled to contribute more than $24,000$30,000 in 2017.2023. The Bank historically has also contributed additional funds into each employee’s 401(k) account under a profit-sharing arrangement. During 2017,2023, Messrs. Clemons, Richerson, WhitakerMcDearman, Foster, Walker and McDearmanOakley and Ms. Pominski received contributions under the 401(k) Plan and profit sharing arrangement totaling in the aggregate $25,920, $25,920, $25,920, $25,920$31,350, $31,350, $29,400, $28,336 and $24,579,$31,350, respectively, as compared to $25,440, $25,440, $25,440, $25,440$28,975, $28,975, $26,246, $22,652 and $21,743,$28,975, respectively, in 2016.

2022.

Post-Termination Benefits.Benefits. The Bank has entered into Executive Salary Continuation Agreements with certain of its senior executive officers, including Messrs. Clemons, Richerson, Whitaker andMr. McDearman and Ms. Pominski, which agreements were amended on December 30, 2008, November 23, 2012, and on 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 the Named Executives Officers and the Bank entered into (i) an amendmentthese agreements was amended to the Named Executive Officers’ Executive Salary Continuation Agreements (the “Frozen Plans”) which at the time frozefreeze future benefit accruals thereunder as of October 1, 2012 and (ii)(the “Frozen Plans”). In addition, in November 2012, the Bank entered into SERP Agreements forwith each of the benefit ofsenior executive officers, including the Named Executives Officers, other than Messrs. Foster and Walker, effective as of October 1, 2012 (the “2012 SERP Agreements”). On May 22, 2015, additional SERP Agreements were entered into with Messrs. Whitaker, McDearman, Richerson and Clemons and Ms. Pominskithe senior executive officers, including the Named Executive Officers, other than Mr. Walker (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’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 executivesexecutive officers a party thereto equal to 30% of base salary. On November 19, 2018, a SERP Agreement was entered into with Mr. Walker (the “2018 SERP Agreement” and together with the 2012 SERP Agreements and the 2015 SERP Agreements, the “SERP Agreements”). On October 26, 2020, the SERP Agreements, other than the 2018 SERP Agreement, 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.

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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. As noted elsewhere in this Proxy Statement, the Company currently expects Ms. Pominski to retire from the Company and the Bank effective March 31, 2024.

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 involvedwas attainment of a net decrease in compensation expense for the Bank of approximately $1.9 million over the life of the Frozen Plans.

The Frozen Plans frozeand 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.

The accrual of benefits was frozen under the Executive Salary Continuation Agreements sosuch that no additional benefits (including disability and death benefits thereunder) couldwould be accrued under the Executive Salary Continuation Agreements as amended, on or after October 1, 2012, and clarified that2012. In the event of disability under the Executive Salary Continuation Agreement, the frozen disability benefit under each of the Executive Salary Continuation Agreements, as amended, would be paid untilto the applicable Named Executive Officer’sExecutive’s normal retirement age, at which time such benefit would be reduced to the normal retirement benefit provided for under the applicable Executive Salary Continuation Agreement as amended, for the remaining benefit payment period forof the normal retirement benefit. The 2016 amendments to the Executive Salary Continuation Agreements result in accruals again being madewere implemented to fundprovide for continued payments beyond the portion oforiginal 180-month period until the benefits payable thereunder as a result of normal retirement for the months following the 180th month.

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, as amended,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, 2015 and 20152018 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 180 monthsthe original 180-month payment period. Additional annuity contracts were purchased in 2021, at an aggregate cost of payments.$257,664, to fund a portion of the Bank’s obligations under the SERP Agreements to Ms. Pominski. The frozen Executive Salary Continuation Agreements, as amended,if applicable, and the SERP Agreements



together provide for the payment of an annual cash benefit to each of the Named Executive Officers (or their beneficiaries) following the executive’s separation from service from the Bank under a variety of circumstancesevents including both the executive’s voluntary termination of the executive’s employment with the Bank and the involuntary termination of the executive by the Bankemployment without cause (except that the 2015 SERP Agreements do not provide for an early termination benefit). The payments are made partially from the Executive Salary Continuation though Ms. Pominski’s 2015 SERP Agreement aswas amended and partially from the SERP Agreements.

Upon a Named Executive Officer’sin 2021 to provide for an early retirement benefit.

Per these supplemental benefit agreements, upon an executive’s separation from service with the Bank 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 from the Executive Salary Continuation Agreement, as amended, and the SERP Agreements payable in equal monthly installments for 180 months beginning the month following the month in which the executive’s

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retirement occurs. Following the end of the 180-month period, if the named Executive Officer’sexecutive’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 a percentage30% of base salary payable toat the Named Executive Officersexecutive’s retirement in equal monthly installments upon such separation from service equal to 30% of his or her base salary for the executive’s life, commencing on the first full day of the month followingor, under certain of the Named Executive Officer’sSERP Agreements, the second month following separation from service with the Bank. If the Named Executive Officer’s employment is terminated for any reason other than normal retirement, then payments under the Executive Salary Continuation Agreement will not extend beyond 180 months.


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 as amended, and the 2012 SERP Agreement if he or she has attained the age of 55 and has been continuously employed by the Bank for twenty (20) years. If a Named Executive Officer’s retirement qualifies as an “early retirement,” thenAgreement. Upon such event, he or she shall be entitled to receive a benefit equal to the executive’s then accrued balance under the Executive Salary Continuation Agreements, as amended, and the 2012 SERP Agreement,plans, payable in equal monthly installments for 180 months beginning the month following the month in which the executive’s early retirement occurs. In the case of early retirement, followingFollowing the end of the 180-month period, the 2012 SERP Agreement will continue a portion of the early retirement payments for the remainder of the executive’s life. In the event that the Named Executive Officer separatesof a separation from service with the Bank 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 forand the Named Executive Officer2018 SERP Agreement will terminate and such executive will not be entitled to any of the 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 under theher 2015 SERP Agreement. EachAgreement, which is estimated to be approximately $6,138 per month, for the remainder of her life provided that she complies with certain restrictive covenants. The Company currently expects Ms. Pominski to retire from the Company and the Bank effective March 31, 2024. Mr. McDearman and Ms. Pominski 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 or her employment is terminated for any reason other than death, disability or retirement by the executive’shis voluntary action or by the Bank other than for cause. At December 31, 2017,2023, this annual benefit was $2,525 and $2,558$330 under the frozen Executive Salary Continuation Agreement for Mr. McDearman and Ms. Pominski,Mr. Oakley, respectively, and was $1,785$6,998 and $3,121$5,927 under the 2012 SERP Agreement for Mr.McDearmanMr. McDearman and Ms. Pominski,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. Each of Messrs. Clemons, Richerson, and WhitakerMs. Pominski was eligible for early retirement as of December 31, 20172023 and would not receive these “early termination benefits”. Mr. Richerson's employment terminated on December 31, 2017 as a result of normal retirement.

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 under the terms of the Executive Salary Continuation Agreement, as amended, and the 2012 SERP Agreement, payable in equal monthly installments until the Named Executive Officer’s 65th birthday.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 and the 2012 SERP Agreement is reduced to the Named Executive Officer’s normal retirement benefit under the Executive Salary Continuation Agreement and the 2012 SERP Agreement for the number of months necessary for a total of 180 monthly payments to have been made to the Named Executive Officer. In addition,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 (other than the 2018 SERP Agreement) were amended on October 26, 2020 to limit the amount of payments payable to the Named Executive Officer is entitledOfficers a party thereto upon the executive’s disability to receive payment under the 2015 SERP Agreement in an amount equal to a percentage of his or her normal retirement benefit. The percentage60% of the Named Executive Officer’s normal retirement benefit payable is calculated based onexecutive’s annual base salary and bonus at the ratio of the account balance on the date of separation from service as a resulttime of disability, toincluding any amounts payable under all other disability benefits, plans and arrangements that the projected account balance at normal retirement age (65) multiplied byBank may have in place with the amount payable at normal retirement age. This benefit will commence at normal retirement age and continue for the remainder of the Named Executive Officer’s life.

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, 20172023 was approximately equal to $2,067,726, $1,228,547, $800,000, $458,000,

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$568,000, $500,786, $541,666 and $335,000, in the case of Messrs. Clemons, Richerson, WhitakerMcDearman, Foster, Walker and McDearmanOakley, 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 theeach 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 Messrs. Whitaker and McDearman and Ms. Pominski and a Directorthe Named Executive Officers, other than Mr. Walker. On June 1, 2020, the Bank entered into an Executive Survivor Income Agreement (the “Director“Executive Survivor Income Agreement”) and the related amendment on September 14, 2021 with each of Messrs. Clemons and Richerson.Taylor Walker. The Executive Survivor Income Agreements and the Director 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 case of Messrs. Whitaker and McDearman and Ms. Pominski, or service on the Bank’s Board of Directors in, the case of Messrs. Clemons and Richerson.

employment.

In the event that Messrs. McDearman and Whitaker or Ms. Pominskia Named Executive Officer is removed from office with cause or Messrs. Clemons or Richerson is removed from the Board of Directors 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 or Director Survivor Income Agreement, as applicable, shall terminate. Cause under these agreements means the Bank has terminated the Named Executive Officer’s employment or service on the Board of Directors, as applicable, 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 thea Named Executive Officers’Officer’s beneficiary under the Executive Survivor Income Agreements or the Director Survivor Income Agreement, as applicable, 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 employment or service on the Board of Directors is terminated.death. As of December 31, 2017,2023, 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 and 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 Named Executive Officer’s life that was issued by Massachusetts Mutual Life Insurance Company and Midland National Life Insurance Company.

Health Insurance Benefits. In 2023, the Company paid the employee portion of the premiums under the Company’s health insurance plan for each of Messrs. McDearman, Foster, Walker, Oakley, and Ms. Pominski and certain of their family members at a cost of $19,566, $11,803, $19,566, $19,566 and $13,536, respectively.

Fuel Allowance. In addition to the above-described compensation, the Company provides a company owned car for each of Messrs. Clemons, Richerson, WhitakerMcDearman and McDearman, each of whom is entitled to also use such car for personal use.Foster. The Company provides ana fuel allowance for such personal use based on the amount of miles driven for personal use multiplied by the affectiveeffective federal mileage reimbursement rate. In 2017,2023, these allowances totaled $1,489, $1,156, $1,952$2,044 and $1,644$3,773 for each of Messrs. Clemons, Richerson, WhitakerMcDearman and McDearman,Foster respectively.


2018 Officer Changes. Effective December

2024 Compensation.In finalizing the recommended compensation for the Named Executive Officers in 2024, the Personnel Committeeonce again considered the reports and information received from Newcleus, including (i) updated comparative market data of the compensation practices of nineteen (19) banks across the Mid and South East United States between $3.1 billion and $13.1 billion in total assets as of March 31, 2017, Mr. Richerson retired2023 and (ii) updated comparative market data of the compensation practices of five (5) banks headquartered in Tennessee between $2.3 billion and $45.1 billion in total assets as of

20

March 31, 2023. The Personnel Committee targeted compensation for 2024 at the 50thto 60th percentile of the peer group in each such report if, for purposes of the annual cash incentive component thereof, the Bank’s performance achieves budgeted results. On March 1, 2024, in advance of Ms. Pominski’s expected retirement from the Company and the Bank. As discussed above, Mr. Richerson remains a member of the Board of Directors of the Company and the Bank. Effective January 2, 2018, Mr. McDearman became the Bank’s President and Executive Vice President of the Company andBank effective March 31, 2024, Kayla Hawkins was appointed to serve as a director of each of the Company and the Bank.


Effective December 31, 2017, Clark Oakley, age 49, assumed the responsibilities of Executive Vice President and Chief OperatingFinancial Officer of the Company and the Bank. Mr. Oakley served as president of the Bank’s eastern region from


April 15, 2008 to January 1, 2017 when he was assigned the title of Executive Vice President and Chief Operating Officer of the Bank. Mr. Oakley has held numerous positions within the Bank since he joined the Bank in October 1995.

2018 Base Salary Adjustment. For 2018,2024, base salaries have been set at $510,260, $367,000, $258,811,$603,200, $415,740, $315,315, $310,286, $333,649 and $225,750$325,000 for Messrs. Clemons, McDearman, Foster, Walker and WhitakerOakley, and Ms.Mses. Pominski and Hawkins, respectively. For 2018, Mr. Clemons and Mr. McDearman's salaries were adjusted by an estimated amount that otherwise would have been paid as directors fees since neither individual will be paid directors fees in the future. Mr. McDearman's base salaryThe Personnel Committee also approved a cash incentive plan for 2018 also reflects his promotion.
Section 162(m). Section 162(m) of the Code limits the Company’s ability to deduct certain compensation in excess of $1 million paid to the Company’s Chief Executive Officer and the Company’s other Named Executive Officers; however, for 2017 and prior years, this limitation did not apply to compensation that qualified under applicable regulations as “performance-based.” In December 2017, the Tax Act was enacted. Under the Tax Act, the qualified performance-based compensation exception to Section 162(m) that generally provided for the continued deductibility of performance-based compensation was repealed, effective for tax years commencing on or after January 1, 2018. Accordingly, commencing with the fiscal year ending December 31, 2018, compensation to the Named Executive Officers in excess of $1,000,000 (excluding performance-based compensation that meets2024, which was largely unchanged from the requirements of Section 162(m) that was awarded pursuant to a binding agreement in effect as of November 2, 2017) will generally not be deductible. The Company has not historically sought to qualify the Company’s annual2023 cash incentive payments as performance-based compensationplan in lightterms of the fact that the total compensation paid to the Company’s Named Executive Officers has not historically significantly exceeded $1 million. As a result, the removal of the performance-based compensation exemption should not have a significant impact on the Company’s results of operations and financial condition.

Going forward, as the Named Executive Officers’ compensation increases, the Company’s Board of Directors and Personnel Committee will consider the deductibility limitations of Section 162(m) when establishing the Named Executive Officers’ compensationaward opportunities but other considerations, such as providingfor the Company’s Named Executive Officers with competitive and adequate incentives to remain with the Company and increase the Company’s business operations, financial performance and prospects, as well as rewarding extraordinary contributions, will also significantly factor into the Board of Directors’ and Personnel Committee’s decisions. In this regard, the Personnel Committee and the Board of Director each believes that shareholder interests are best served if the Personnel Committee and Board of Directors each retains discretion and flexibility in awarding compensation to the Company’s Named Executive Officers and performance metrics on which payment will be based, with Ms. Hawkins’s award opportunity equal to 0.25% of the Personnel Committee andCompany’s estimated after tax earnings as of the date the payout is approved the Board of Directors may from time to time approve payment of compensation that is outside the deductibility limitation of Section 162(m).


Directors.

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, 20172023 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 statementProxy Statement for the Annual Meeting.

Jerry L. Franklin,

James Anthony Patton, Chairman

Clinton M. Swain

James F. Comer

Robert H. Goodall, Jr.
William P. Jordan
James Anthony Patton

Michael G. Maynard

J. Randall Clemons

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 and other agreements with its Named Executive Officers and



certain other employees, which would prevent such persons in most circumstances, from competingcontaining restrictions on the Named Executive Officer’s ability to compete with the Bank or solicit certain customers or employees, including for one (1) yearcertain periods of time 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 each of the Named Executive Officer’s Executive Salary Continuation AgreementAgreements 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 voluntarily by the executive in the case of Mr. McDearman, Mr. Foster, Mr. Oakley and Ms. PominskiMr. Walker (who were not eligible for early retirement or, in the cases of Mr. Walker (whose 2018 SERP Agreement does not contain an early retirement payment opportunity) and Mr. Foster (whose 2015 SERP Agreement does not contain an early retirement payment opportunity), retirement as of December 31, 2017)2023) or by the Bank without cause in the case of each the Named Executive Officers see the discussion beginning on page 1618 above.

21

The

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. Inemployment; 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 agreementobligations 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, 2017,2023, 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:


Named Executive OfficerAccrual Balance at December 31, 2017Vested Balance at December 31, 2017Percent Vested at December 31, 2017
    
J. Randall Clemons$1,511,686$1,511,686100%
Elmer Richerson1,131,2711,131,271100%
Gary Whitaker368,385368,385100%
John McDearman(1)
68,003——
Lisa Pominski(1)
86,392——

Named Executive Officer

Accrual Balance at December 31, 2023

 

Vested Balance at December 31, 2023

 

Percent Vested at December 31, 2023

 

 

 

 

 

 

 

 

John McDearman(1)

 

243,636

 

 

—

 

 

—

 

John Foster(1)

 

94,029

 

 

—

 

 

—

 

Taylor Walker(1)

 

40,599

 

 

—

 

 

—

 

Clark Oakley(1)

 

107,383

 

 

—

 

 

—

 

Lisa Pominski

 

352,874

 

 

352,874

 

 

100

%

(1) NeitherNone of Mr. McDearman, nor Ms. Pominski wasMr. Foster, Mr. Walker or Mr. Oakley were eligible for early retirement, or in the case of Mr. Walker and Mr. Foster, retirement as of December 31, 2017.


2023. Mr. Walker is not a party to an Executive Salary Continuation Agreement and his 2018 SERP Agreement does not contain an early retirement payment opportunity and Mr. Foster’s 2015 SERP Agreement does not contain an early retirement payment.

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, 2017,2023, the total liability of the Bank to the Named Executive Officers under the Executive Salary Continuation Agreements, as amended, and the SERP Agreements totaled $3,151,044$838,521 while the cash surrender value and face amount of the life insurance policies and annuity policies associated with these Named Executive Officers totaled approximately $7,916,792$12,013,844 and $11,462,157,$13,793,755, respectively.

In the event that there was a change in control of the Company on December 31, 2017,2023, all outstanding options, and stock appreciation rights and restricted stock units that were then unvested would have vested. At that date, Messers. Clemons, RichersonMessrs. McDearman, Foster, Oakley and WhitakerWalker and Ms. Pominski held 3,200, 2,800, 1,800,3,000, 5,167, 2,666, 5,834 and 1,533600 unvested stock options and 6,000, 6,000, 3,000,0, 500, 0, 0 and 3,0002,400 unvested cash-settled SARs, respectively. In addition, atAt that date, Mr.Messrs. McDearman and Oakley also held 4,5331,250 and 417 unvested time-based vesting restricted stock options.units, respectively. Accelerated vesting of stock option and cash-settled SARS amountsSARs are calculated as the difference between the sales price of our Common Stock on December 31, 20172023 (or the date closest to December 31, 20172023 on which the Company's Common Stock traded and of which the Company has knowledge) ($44.7571.50 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 $55,728, $49,152, $26,648, $25,760$31,325, $54,468, $23,037, $29,921 and $25,963, respectively$28,200 for Messers. Clemons, Richerson, WhitakerMessrs. McDearman, Foster, Oakley and Walker and Ms. Pominski, respectively. Accelerated vesting of the restricted stock unit amounts are calculated as the product of the number of underlying shares of the Company’s Common Stock into which the vested restricted stock units would settle and the sales price of the Company’s Common Stock on December 31, 2023 (or the date closest to December 31, 2023 on which the Company's Common Stock traded and of which the Company has knowledge) ($71.50 per share). As a result, the aggregate value of these unvested restricted stock units was $89,375 and $29,816 for Messrs. McDearman and Ms. Pominski.Oakley, respectively.

22



Had a Named Executive Officer died on December 31, 2017,2023, 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, 2017,2023, such officer would have already received the full amount of his or her annual cash incentive payment earned for the year ended December 31, 2017.2023 as it was paid on December 15, 2023. These amounts are reflected in the Summary Compensation Table below.


Mr. Richerson retired from the Company and the Bank on December 31, 2017 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. Richerson began receiving payments of $9,137 per month beginning in January 2018 and will receive those payments until his death.


2017

2023 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 2015, 2016 and 2017 fiscal yearsperiods presented, for Mr. Clemons,McDearman, the Company’s Chief Executive Officer, 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, 2017.2023.

Name and Principal Position

Year

Salary
($)

 

Bonus
($)(1)

 

Stock
Awards
($) (2)

 

Option
Awards
($)(3)

 

Non-Equity Incentive Plan Compensation ($)

 

Change in Pension Value and Nonqualified Deferred Compensation
Earnings(4)
($)

 

All Other Compensation(5) (6)(7)
($)

 

Total
($)

 

(a)

(b)

(c)

 

(d)

 

(e)

 

(f)

 

(g)

 

(h)

 

(i)

 

(j)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John C. McDearman III, President

2023

 

580,000

 

 

—

 

 

86,250

 

 

—

 

 

632,677

 

 

47,532

 

 

54,239

 

 

1,400,698

 

and Chief Executive Officer of the

2022

 

555,000

 

 

500

 

 

—

 

 

—

 

 

697,986

 

 

42,955

 

 

50,761

 

 

1,347,202

 

Company and Chief Executive Officer of the Bank

2021

 

515,000

 

 

1,500

 

 

—

 

 

116,635

 

 

613,049

 

 

40,395

 

 

49,590

 

 

1,336,169

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lisa Pominski, Chief Financial

2023

 

323,931

 

 

—

 

 

—

 

 

—

 

 

126,535

 

 

76,654

 

 

52,811

 

 

579,931

 

Officer of the Company and the

2022

 

311,472

 

 

500

 

 

—

 

 

—

 

 

139,597

 

 

58,572

 

 

49,736

 

 

559,877

 

Bank (8)

2021

 

289,509

 

 

50,544

 

 

—

 

 

115,053

 

 

122,610

 

 

61,304

 

 

48,376

 

 

687,396

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John Foster, Executive Vice

2023

 

399,750

 

 

—

 

 

—

 

 

43,851

 

 

485,896

 

 

25,240

 

 

47,934

 

 

1,002,671

 

President of the Company and

2022

 

374,751

 

 

500

 

 

—

 

 

—

 

 

536,053

 

 

22,595

 

 

44,544

 

 

978,443

 

President of the Bank

2021

 

334,750

 

 

1,500

 

 

—

 

 

76,694

 

 

470,822

 

 

21,263

 

 

41,280

 

 

946,309

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taylor Walker, Executive Vice

2023

 

300,300

 

 

—

 

 

—

 

 

69,832

 

 

177,150

 

 

9,783

 

 

49,394

 

 

606,459

 

President of the Bank

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clark Oakley, Executive Vice

2023

 

304,724

 

 

—

 

 

28,773

 

 

—

 

 

126,535

 

 

14,617

 

 

49,379

 

 

524,029

 

President and Chief Operating

2022

 

288,004

 

 

500

 

 

—

 

 

80,877

 

 

139,597

 

 

13,468

 

 

47,763

 

 

570,209

 

Officer of the Bank

2021

 

265,680

 

 

50,544

 

 

—

 

 

—

 

 

122,610

 

 

12,403

 

 

53,110

 

 

504,347

 

(1)
In 2022, 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. In 2021, the Company paid a special cash bonus of $1,500 to every employee, including the Named Executive Officers. For Mr. Oakley and Ms. Pominski, the 2021 amount also includes a discretionary bonus that increased the annual cash incentive payout earned by the Named Executive Officer pursuant to the Company’s annual cash incentive plan by 0.10% of the Company’s estimated after-tax earnings for that year. These payments were approved by the Personnel Committee in light of the Bank’s outstanding performance in 2021 in regards to budgeted expectations as well as return on average assets and return on average equity performance metrics along with the leadership displayed by the Named Executive Officers in continuing to lead the Company through the challenging operational environment brought on by the ongoing COVID-19 pandemic.

23


(2)

Name and Principal Position












Year












Salary
($)











Bonus
($)











Stock
Awards
($)










Option
Awards
($)(1)










Non-Equity Incentive Plan Compen-sation ($)







Change in Pension Value and Nonqualified Deferred Compen-sation
Earnings(3)
($)




All Other Compensation(4)(5)(6)
($)









Total
($)










(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
J. Randall Clemons, President and Chief Executive Officer of the Company and Chief Executive Officer of the Bank
2017
2016
2015
$450,260
432,942
416,290
—  
—  
—  		—  
—  
—  

— 
$128,822  
—  
419,265
380,485
357,181
91,499
178,102
145,894
95,009
92,219
91,448
1,056,033
1,212,570
1,010,813
Lisa Pominski, Chief Financial Officer of the Company and the Bank
2017
2016
2015
217,481
180,873
171,600
—  
—  
—  		—  
—  
—  		— 
64,411  
—  
38,550
45,622
47,137
19,267
17,360
12,600
26,731
23,638
22,063
302,029
331,904
253,400
H. Elmer Richerson(2), President of the Bank and Executive Vice President of the Company
2017
2016
2015
351,426
337,910
324,913
—  
—  
—  		—  
—  
—  		— 
128,822
—  
321,437
291,705
274,189
49,563
192,239
123,308
88,971
86,415
85,144
811,397
1,037,091
807,554
Gary Whitaker, Executive Vice President of the Bank
2017
2016
2015
251,273
243,954
232,337
—  
—  
—  		—  
—  
—  		— 
64,411
— 
159,321
144,584
136,659
60,940
53,126
42,419
33,767
32,964
33,014
505,301
539,039
444,429
John C. McDearman III(2), Executive Vice President of the Bank
2017
2016
2015
293,346
263,510
250,000
—  
—  
—  		—  
—  
—  		—  
59,222  
—  
195,657
144,584
116,395
12,488
11,364
5,002
28,983
28,398
32,740
530,474
507,078
379,707
______________________


(1)The amounts in the column captioned “Option Awards” reflect the aggregate grant date fair value of $11.84 per option and $13.23 per cash-settled SAR for awards of stock options and cash-settled SARs as of the date of grant in accordance with FASB ASC Topic 718, Compensation - Stock Compensation, based on an expected term of ten years for cash-settled SARS and an expected term of seven years for stock option awards. For a description of the assumptions used by the Company in valuing these awards for the fiscal year ended December 31, 2016, please see “Note 18 - Stock Option Plan” to the Company’s consolidated financial


The "Stock Awards" column represents the grant date fair value of the time-based vesting restricted stock units ("RSUs") granted to the Named Executive Officer in 2023. The RSUs contain forfeiture restrictions that lapse in one-fifth pro rata increments on each of the first five anniversaries of the grant date of the award. Consequently, to calculate the grant date fair value of these awards in accordance with the requirements of FASB ASC Topic 718, Compensation, Stock Compensation, the Company multiplied the price at which the Company’s Common Stock was last traded and of which the Company was aware on the date closest, but prior, to the date of grant by the number of RSUs granted. For a description of the assumptions used by the Company in valuing these awards for the fiscal year ended December 31, 2023, please see “Note 19 – Equity Incentive Plan to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20172023 (the “2023 Form 10-K”). EachIn 2023, Messrs. McDearman and Oakley were granted 1,250 and 417 RSUs, respectively.
(3)
The amounts in the column captioned “Option Awards” reflect the aggregate grant date fair value of Messrs. Clemons, Richerson$28.31 per stock option granted to Mr. Foster and Whitaker$27.93 per stock option granted to Mr. Walker in 2023. Additionally this column reflects the aggregate grant date fair value of $24.26 per stock option granted to Mr. Oakley in 2022 and $23.32 per stock option granted to Mr. McDearman in 2021 and the grant date fair value of $23.01 per stock option and per cash-settled SAR granted to Mr. Foster and Ms. Pominski in 2021 as of the date of grant in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, based on an expected term of ten years for cash-settled SARs and an expected term of seven years for stock option awards. For a description of the assumptions used by the Company in valuing these awards for the fiscal year ended December 31, 2023, please see “Note 19 – Equity Incentive Plan” to the Company’s consolidated financial statements included in the 2023 Form 10-K. In 2023, Messrs. Foster and Walker were granted 1,667 stock options and 2,500 2,500, 1,250 and 1,250stock options, respectively. Mr. Oakley was granted 3,333 stock options in 2016, respectively, and 7,500, 7,500, 3,750 and 3,750 cash-settled SARs in 2016, respectively.2022. Mr. McDearman was granted 5,000 stock options in 2016.2021. Mr. Foster was granted 2,500 stock options and awarded 833 cash-settled SARs in 2021. Ms. Pominski was granted 1,000 stock options and awarded 4,000 cash-settled SARs in 2021.
(2)On December 31, 2017, Mr. Richerson retired as President of the Bank and Executive Vice President of the Company. On January 2, 2018, Mr. McDearman became the President of the Bank and Executive Vice President of the Company.
(3)Represents the change in the actuarial present value of the accumulated benefit of the Executive Salary Continuation Agreements, as amended, and SERP Agreements.
(4)Represents for fiscal year 2015 (i) the Company’s matching grants under the Company’s 401(k) Plan and contributions under the Company’s profit sharing plan in the amounts of $25,408 for Mr. Clemons; $20,513 for Ms. Pominski; $25,408 for Mr. Richerson; $24,347 for Mr. Whitaker; and $24,687 for Mr. McDearman; (ii) Board of Director fees for the Company of $27,600 and the Bank of $20,400 for each of Mr. Clemons and Mr. Richerson; (iii) fuel allowance for personal use of a Company owned car in the amount of $2,880 for Mr. Clemons; $1,920 for Mr. Richerson; $3,696 for Mr. Whitaker; and $2,880 for Mr. McDearman, and (iv) the value of premiums paid in the amounts of $15,160, $1,550, $9,816, $4,971 and $1,196 for Mr. Clemons, Ms. Pominski, Mr. Richerson, Mr. Whitaker and Mr. McDearman, respectively, in relation to the Company's bank owned life insurance plan.
(5)Represents for fiscal year 2016 (i) the Company’s matching grants under the Company’s 401(k) Plan and contributions under the Company’s profit sharing plan in the amounts of $25,440 for Mr. Clemons; $21,743 for Ms. Pominski; $25,440 for Mr. Richerson; $25,440 for Mr. Whitaker; and $25,440 for Mr. McDearman; (ii) Board of Director fees for the Company of $27,600 and the Bank of $20,400 for each of Mr. Clemons and Mr. Richerson; (iii) fuel allowance for personal use of a Company owned car in the amount of $1,529 for Mr. Clemons; $778 for Mr. Richerson; $1,996 for Mr. Whitaker; and $1,659 for Mr. McDearman; and (iv) the value of premiums paid in the amounts of $17,250, $1,895, $12,197, $5,528 and $1,299 for Mr. Clemons, Ms. Pominski, Mr. Richerson, Mr. Whitaker and Mr. McDearman, respectively, in relation to the Company's bank owned life insurance plan.
(6)Represents for fiscal year 2017 (i) the Company’s matching grants under the Company’s 401(k) Plan and contributions under the Company’s profit sharing plan in the amounts of $25,920 for Mr. Clemons; $24,579 for Ms. Pominski; $25,920 for Mr. Richerson; $25,920 for Mr. Whitaker and $25,920 for Mr. McDearman; (ii) Board of Director fees for the Company of $27,600 and the Bank of $20,400 for each of Mr. Clemons and Mr. Richerson; (iii) fuel allowance for personal use of a Company owned car in the amount of $1,489 for Mr. Clemons; $1,156 for Mr. Richerson; $1,952 for Mr. Whitaker and $1,644 for Mr. McDearman, and (iv) the value of premiums paid in the amounts of $19,600, $2,152, $13,895, $5,895 and $1,419 for Mr. Clemons, Ms. Pominski, Mr. Richerson, Mr. Whitaker and Mr. McDearman, respectively, in relation to the Company's bank owned life insurance plan.


(4)
Represents the change in the actuarial present value of the accumulated benefit of the Executive Salary Continuation Agreements, as amended, and SERP Agreements, as amended.
(5)
Represents for fiscal year 2021 (i) the Company’s matching grants under the Company’s 401(k) Plan and contributions under the Company’s profit sharing plan in the amounts of $27,550 for Mr. McDearman; $25,700 for Mr. Foster; $27,550 for Ms. Pominski; and $26,587 for Mr. Oakley; (ii) health insurance premiums of $19,226 for Mr. McDearman; $11,570 for Mr. Foster; $13,285 for Ms. Pominski; and $19,226 for Mr. Oakley; (iii) fuel allowance for personal use of a Company owned car in the amount of $1,711 for Mr. McDearman; $3,158 for Mr. Foster; and an auto allowance of $6,000 for Mr. Oakley; and (iv) the value of premiums paid under the Company’s bank owned life insurance policies in the amounts of $95, $5,461, and $16 for Mr. McDearman, Ms. Pominski, and Mr. Oakley, respectively, in relation to the Company's bank owned life insurance plan.
(6)
Represents for fiscal year 2022 (i) the Company’s matching grants under the Company’s 401(k) Plan and contributions under the Company’s profit sharing plan in the amounts of $28,975 for Mr. McDearman; $28,975 for Mr. Foster; $28,975 for Ms. Pominski; and $22,652 for Mr. Oakley; (ii) health insurance premiums of $18,814 for Mr. McDearman; $11,350 for Mr. Foster; $13,016 for Ms. Pominski; and $18,814 for Mr. Oakley; (iii) fuel allowance for personal use of a Company owned car in the amount of $1,848 for Mr. McDearman; $3,299 for Mr. Foster; and an auto allowance of $5,000 for Mr. Oakley; and (iv) the value of premiums paid under the Company’s bank owned life insurance policies in the amounts of $1,124, $920, $7,745, and $1,297 for Mr. McDearman, Mr. Foster, Ms. Pominski, and Mr. Oakley, respectively, in relation to the Company's bank owned life insurance plan.
(7)
Represents for fiscal year 2023 (i) the Company’s matching grants under the Company’s 401(k) Plan and contributions under the Company’s profit sharing plan in the amounts of $31,350 for Mr. McDearman; $31,350 for Mr. Foster; $31,350 for Ms. Pominski; $29,400 for Mr. Walker; and $28,335 for Mr. Oakley; (ii) health insurance premiums of $19,566 for Mr. McDearman; $11,803 for Mr. Foster; $13,536 for Ms. Pominski; $19,566 for Mr. Walker; and $19,566 for Mr. Oakley; (iii) fuel allowance for personal use of a Company owned car in the amount of $2,044 for Mr. McDearman and $3,773 for Mr. Foster; and (iv) the value of premiums paid under the Company’s bank owned life insurance policies in the amounts of $1,280, $1,008, $7,925, $428 and $1,478 for Mr. McDearman, Mr. Foster, Ms. Pominski, Mr. Walker and Mr. Oakley, respectively, in relation to the Company's bank owned life insurance plan.
(8)
Ms. Pominski, who served as the Company’s Chief Financial Officer for all of 2023 stepped down from that position effective March 1, 2024 in connection with her planned retirement which is expected to occur on March 31, 2024.

24

Grants of Plan-Based Awards for Fiscal 2017


2023

The following table summarizes certain information regarding grants of plan-based awards to the Named Executive Officers in 2017:

2023:

Name

Award Type

Grant Date

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards

Estimated Future Payouts Under Equity Incentive Plan Awards

All Other Stock Awards: Number of Shares of Stock or Units

All Other Option Awards: Number of Securities Under-lying Options

Exercise or Base Price of Option Awards

Grant Date Fair Value of Stock and Option Awards

(a)

(b)

(c)(2)

Threshold

($)

(d)

Target

($)

(e)(1)

Maximum

($)

(f)

Threshold

($)

(g)

Target

($)

(h)

Maximum

($)

(i)

(#)

(j)(2)

(#)

(k)(3)

($/Sh)

(l)

(m)(4)

John C. McDearman III

RSUs

5/22/2023

__

__

__

__

__

__

1,250

__

86,250

Annual Cash Incentive

—

—

632,677

—

—

—

—

—

—

—

—

Lisa Pominski

Annual Cash Incentive

—

—

126,535

—

—

—

—

—

—

—

—

John Foster

Options

5/23/2023

__

__

__

__

__

__

__

1,667

69.00

43,851

Annual Cash Incentive

—

—

485,896

—

—

__

—

—

—

—

—

Taylor Walker

Options

 5/23/2023

—

—

—

—

—

—

—

2,500

69.00

69,832

Annual Cash Incentive

—

—

177,150

—

—

—

—

—

—

—

—

Clark Oakley

RSUs

5/12/2023

—

—

—

—

—

—

417

—

28,773

Annual Cash Incentive

—

—

126,535

—

—

—

—

—

—

—

—


(1)
Messrs. McDearman, Foster, Walker and Oakley and Ms. Pominski were eligible for a cash incentive payment equal to 1.25%, .96%, .35%, .25% and .25%, respectively, of the Bank’s estimated after tax earnings for fiscal 2023 as of December 15, 2023, the date the executive was paid his or her cash incentive payment. Messrs. McDearman, Foster, Walker and Oakley and Ms. Pominski were paid cash incentive payments of $632,677, $485,896, $177,150, $126,535 and $126,535, respectively, for the fiscal year ended December 31, 2023.
NameGrant DateEstimated Possible Payouts Under Non-Equity Incentive Plan AwardsEstimated Future Payouts Under Equity Incentive Plan AwardsAll Other Stock Awards: Number of Shares of Stock or UnitsAll Other Option Awards: Number of Securities Under-lying OptionsExercise or Base Price of Option AwardsGrant Date Fair Value of Stock and Option Awards
(a)
(b)(5)
Threshold
($)
(c)
Target
($)
(d)(1)(2)(3)(4)
Maximum
($)
(d)
Threshold
($)
(f)
Target
($)
(g)
Maximum
($)
(h)
(#)
(i)
(#)
(j)(5)
($/Sh)
(k)
(l)(6)
J. Randall Clemons—$—419,265————————
Lisa Pominski—30,10034,40038,700———————
H. Elmer Richerson——321,437————————
Gary Whitaker——159,321————————
John C. McDearman III——195,657————————
(2)


(1)Mr. Clemons and Mr. Richerson were eligible for a cash incentive payment equal to 1.5% and 1.15%, respectively, of the Company’s estimated after tax earnings for fiscal 2017 as of December 8, 2017, the date the executive was paid his cash incentive payment. Mr. Clemons and Mr. Richerson were paid cash incentive payments of $419,265 and $321,436, respectively, for the fiscal year ended December 31, 2017. Since the payments to Mr. Clemons and Mr. Richerson were based on the Company’s estimated after tax earnings as of December 8, 2017, which was


priorOn May 22, 2023, Mr. McDearman was granted 1,250 RSUs and on May 23, 2023, Mr. Oakley was granted 417 RSUs. These RSUs vest ratably, subject to the passageemployee’s continued employment, each year over a five-year period from the date of grant.
(3)
On May 23, 2023, Mr. Foster was granted 1,667 stock options with an exercise price of $69.00. On May 12, 2023, Mr. Walker was granted 2,500 stock options with an exercise price of $69.00. These stock options vest in 20% increments on each anniversary for the first five (5) years of the Tax Act, the amounts paid to them were not reducedten (10) year term.
(4)
The amount in column (m) reflects, for the negative impactstock options, the aggregate grant date fair value of the write downstock options using a grant date fair value of $27.93 per stock option granted to Mr. Walker and $28.31 per stock option granted to Mr. Foster as of the Company’s deferred tax assetsdate of grant in 2017accordance with FASB ASC Topic 718, Compensation – Stock Compensation, based on an expected term of seven years. The amount in column (m) reflects, for RSUs, the aggregate grant date fair value of $69.00 per RSU for Mr. McDearman and Mr. Oakley as a result of the passagedate of grant in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. For a description of the Tax Act.assumptions used by the Company in valuing these awards, please see “Note 19- Equity Incentive Plan” to the Company’s consolidated financial statements included in the 2023 Form 10-K.
(2)Mr. Whitaker and Mr. McDearman were eligible for a cash incentive payment equal to .57% and .70%, respectively, of the Company’s estimated after tax earnings for fiscal 2017 as of December 8, 2017, the date the executive was paid his cash incentive payment. Mr. Whitaker and Mr. McDearman were each paid a cash incentive payment of $159,321 and $195,657, respectively, for the fiscal year ended December 31, 2017. Since the payments to Mr. Whitaker and Mr. McDearman were based on the Company’s estimated after tax earnings as of December 8, 2017, which was prior to the passage of the Tax Act, the amounts paid to them were not reduced for the negative impact of the write down of the Company’s deferred tax assets in 2017 as a result of the passage of the Tax Act.
(3)Prior to 2017, Ms. Pominski was eligible to receive monthly cash payments of up to $2,000 under the Company’s cash-based incentive plan upon the attainment of certain Company and individual performance goals, including income and expense controls and new product effectiveness. Beginning in 2017, Ms. Pominski was no longer eligible to receive these monthly cash-based incentives; however, in January 2017 she received $2,000, which was 100% of the maximum amount that she was eligible to receive for December 2016 performance under this now-terminated program.
(4)Ms. Pominski was eligible for a cash incentive payment determined by the ROA performance of the Bank in fiscal 2017. For fiscal 2017, the Bank’s ROA was 1.04% on a GAAP basis, or 1.20%, as adjusted for the $3.6 million of expense resulting from the write down of the Company’s deferred tax assets in 2017 as a result of the passage of the Tax Act. Based on this adjusted ROA, Ms. Pominski was paid a cash incentive payment equal to 17.0% of her base salary, or $36,550.


25





























Outstanding Equity Awards at 20172023 Fiscal Year-End


The following table sets forth certain information with respect to outstanding equity awards at December 31, 2017.

2023.

Option Awards

 

Stock Awards

 

Name

Number
of Securities Underlying Unexercised Options (#) Exercisable

 

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised/ Unearned Options (#)

 

Option Exercise Price ($)

 

Option Expiration Date

 

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

 

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

 

(a)

(b)

 

(c)

(d)

 

(e)

 

(f)

 

(g)

(h)

(i)

 

(j)

 

 

2,500

 

 

—

 

(1)

 

—

 

 

47.25

 

06/27/2028

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

John C. McDearman III

 

2,000

 

 

3,000

 

(2)

 

—

 

 

62.10

 

10/25/2031

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

 

—

 

 

—

 

 

 

—

 

 

—

 

 

—

 

 

1,250

 

(3)

 

89,375

 

(4)

 

—

 

 

—

 

 

1,600

 

 

2,400

 

(1)

 

—

 

 

62.10

 

12/06/2031

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

Lisa Pominski

 

3,750

 

 

—

 

(1)

 

—

 

 

40.25

 

09/26/2026

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

 

—

 

 

600

 

(2)

 

—

 

 

62.10

 

12/06/2031

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

1,667

 

 

—

 

(1)

 

—

 

 

40.75

 

12/29/2026

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

333

 

 

500

 

(1)

 

—

 

 

62.10

 

12/06/2031

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

John Foster

 

834

 

 

—

 

(1)

 

—

 

 

47.25

 

7/20/2028

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

 

1,000

 

 

1,500

 

(2)

 

—

 

 

62.10

 

12/06/2031

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

—

 

 

1,667

 

(2)

 

—

 

 

69.00

 

5/23/2033

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

 

2,200

 

 

2,000

 

(2)

 

—

 

 

55.75

 

4/29/2030

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

 

333

 

 

1,334

 

(2)

 

—

 

 

64.40

 

05/31/2032

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

 

—

 

 

2,500

 

(1)

 

—

 

 

69.00

 

05/12/2033

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

Taylor Walker

 

500

 

 

2,000

 

(2)

 

—

 

 

64.40

 

03/23/2032

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

 

833

 

 

—

 

(2)

 

—

 

 

46.00

 

05/18/2028

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

 

2,200

 

 

—

 

(2)

 

—

 

 

40.75

 

01/5/2027

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

667

 

 

2,666

 

(2)

 

—

 

 

63.25

 

2/25/2032

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

Clark Oakley

 

1,167

 

 

—

 

(2)

 

—

 

 

40.75

 

12/29/2026

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

 

1,667

 

 

—

 

(2)

 

—

 

 

46.00

 

05/18/2028

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

 

—

 

 

—

 

 

 

—

 

 

—

 

 

—

 

 

417

 

(3)

 

29,816

 

(4)

 

—

 

 

—

 


(1)
Represents cash-settled SARs granted in 2016, 2018, and 2021 that vest in 20% increments on each anniversary of the grant date for the first five (5) years of the ten (10) year term.
 Option AwardsStock Awards
Name
Number
of
Securities Underlying Unexercised Options
(#)  
Exercisable
Number of Securities Underlying Unexercised Options
(#)  
Unexercisable
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)  
Option Exercise Price
($)  
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested
(#)  
Market Value of Shares or Units of Stock That Have Not Vested
($)  
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)  
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)  
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
J. Randall Clemons—1,200(1)—$28.3101/01/2020————
1,5006,000(2)—40.259/26/2026————
—2,000(3)—40.259/26/2026————
H. Elmer Richerson—800(1)—28.3101/01/2020————
1,5006,000(2)—40.259/26/2026————
5002,000(3)—40.259/26/2026————
John C. McDearman III800533(1)—30.1906/01/2021————
1,0004,000(3)—40.259/26/2026————
Lisa Pominski—533(1)—29.8101/01/2021————
7503,000(2)—40.259/26/2026————
2501,000(3)—40.259/26/2026————
Gary Whitaker133800(1)—33.9411/21/2023————
7503,000(2)—40.259/26/2026————
2501,000(3)—40.259/26/2026————
(2)
Represents options granted in 2016, 2018, 2020, 2021, and 2022 that vest in 20% increments on each anniversary of the grant date for the first five (5) years of the ten (10) year term.
______________________(3)
Represents RSUs granted in 2023 that vest in 20% increments on each of the first five (5) anniversaries of the grant date.

26


(4)
Market value is determined by multiplying the price was which the Company's Common Stock last traded prior to December 31,2023 and of which the Company had knowledge ($71.50) by the number of shares of the Company's Common Stock issuable in settlement of the RSUs.
(1)
The options that expire in 2020, 2021 and 2023 vest in 10% increments on each anniversary of the ten (10) year term.
(2)Represents cash-settled SARs granted in 2016 that vest in 20% increments on each anniversary for the first five (5) years of the ten (10) year term.
(3)
Represents options granted in 2016 that vest in 20% increments on each anniversary for the first five (5) years of the ten (10) year term.

Option Exercises and Stock Vested for Fiscal 2017


2023

The following table provides information related to options, and cash-settled SARs exercised for each of the Named Executive Officers during the 20172023 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 2021 and twenty percent (20%) of those awards vested in 2017.

2017, 2018, 2019, 2020, and 2021 for the 2016 grant and in 2019, 2020, 2021, 2022, and 2023 for the 2018 grant and in 2022 and 2023 for the 2021 grant.

Option Awards

 

Stock Awards

 

Name
(a)

Number of
Shares Acquired
on Exercise (#)
(b)

 

Value Realized
on Exercise ($)
(c)(1)

 

Number of Shares
Acquired on Vesting (#)
(d)

 

Value Realized
on Vesting ($) (e)

 

John C. McDearman III

 

2,000

 

 

47,000

 

 

—

 

 

—

 

Lisa Pominski

 

200

 

 

1,730

 

 

—

 

 

—

 

John Foster

 

167

 

 

3,925

 

 

—

 

 

—

 

Taylor Walker

 

100

 

 

3,504

 

 

—

 

 

—

 

Clark Oakley

 

—

 

 

—

 

 

—

 

 

—

 


(1)


Represents the difference between the exercise price for the options, or cash-settled SARS, exercised and the price at which the Company’s Common Stock last traded and of which the Company had knowledge prior to the exercise of the option or cash-settled SAR.
  Option Awards Stock Awards
Name
(a)
 
Number of Shares Acquired on Exercise (#)
(b)(1)
 Value Realized on Exercise ($) (c) 
Number of Shares Acquired on Vesting (#)
(d)
 Value Realized on Vesting ($) (e)
J. Randall Clemons 1,300
 13,002
 — —
H. Elmer Richerson 267
 3,321
 — —
John C. McDearman III —
 —
 — —
Lisa Pominski 133
 1,455
 — —
Gary Whitaker —
 —
 — —

______________________

(1)Represents the difference between the exercise price for the options exercised and the price at which the Company’s Common Stock last traded and of which the Company had knowledge prior to the exercise of the option.


Pension Benefits for Fiscal 2017


2023

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

Name

 

Plan Name

Number of
Years
Credited
Service
(#)

 

Present
Value of
Accumulated
Benefit (1)
($)

 

Payments
During Last
Fiscal Year
($)

 

(a)

 

(b)

(c)

 

(d)

 

(e)

 

John C. McDearman

 

Executive Salary Continuation Agreement, as amended

 

24

 

 

24,936

 

 

—

 

 

 

SERP Agreements

 

24

 

 

218,700

 

 

—

 

Lisa Pominski(2)

 

Executive Salary Continuation Agreement, as amended

 

36

 

 

25,261

 

 

—

 

 

 

SERP Agreements

 

36

 

 

327,613

 

 

—

 

John Foster

 

SERP Agreements

 

26

 

 

94,029

 

 

—

 

Taylor Walker

 

SERP Agreements

 

11

 

 

40,599

 

 

—

 

Clark Oakley

 

SERP Agreements

 

28

 

 

107,383

 

 

—

 

27


(1)
Amount represents the accrued liability balance at December 31, 2023. For more information see “Note 18 - Salary Deferral Plans” to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The Executive Salary Continuation Agreements were frozen as of October 1, 2012.
NamePlan Name
Number of Years Credited Service
(#)
Present Value of Accumulated Benefit (1)
($)
Payments During Last Fiscal Year
($)
(a)(b)(c)(d)(e)
J. Randall Clemons(2)

Executive Salary Continuation Agreement, as amended30765,849—
 SERP Agreements30745,837—
Lisa PominskiExecutive Salary Continuation Agreement, as amended3025,261—
 SERP Agreements3061,131—
H. Elmer RichersonExecutive Salary Continuation Agreement, as amended26533,513—
 SERP Agreements26597,758—
Gary Whitaker(2)
Executive Salary Continuation Agreement, as amended20149,914—
 SERP Agreements20218,471—
John C. McDearman IIIExecutive Salary Continuation Agreement, as amended1824,936—
 SERP Agreements1843,067—
(2)
Ms. Pominski is currently eligible for early retirement under their Executive Salary Continuation Agreement, as amended, and their SERP Agreements. For a detailed description of the normal retirement benefits under the Executive Salary Continuation Agreements and the SERP Agreements, as each has been amended, see “Compensation Discussion and Analysis – Post Termination Benefits” above.

______________________
(1)
Amount represents the accrued liability balance at December 31, 2017. For more information see “Note 17 - Salary Deferral Plans” to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017. The Executive Salary Continuation Agreement for each of the Named Executive Officers was frozen as of October 1, 2012.
(2)Messrs. Clemons and Whitaker are currently eligible for early retirement under their Executive Salary Continuation Agreements, as amended, and the 2012 SERP Agreements.

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(a) 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.” The Personnel Committee and Board of Directors did not consider the pay-versus-performance disclosures below when making their pay decisions for any of the years shown.

 

 

 

 

 

 

 

 

 

 

 

 

 

Value of Initial Fixed $100
Investment Based On:

 

 

 

 

Year

 

Summary Compensation Table Total for PEO(1)

 

 

Compensation Actually Paid to PEO(2)

 

 

Average Summary Compensation Table Total for Non-PEO NEOs(3)

 

 

Average Compensation Actually Paid to Non-PEO NEOs(4)

 

 

Total Shareholder Return(5)

 

 

Peer Group Total Shareholder Return(6)

 

 

Net Income (millions) (7)

 

(a)

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

 

(f)

 

 

(g)

 

 

(h)

 

2023

 

$

1,400,698

 

 

$

1,385,137

 

 

$

678,273

 

 

$

667,567

 

 

$

161

 

 

$

132

 

 

$

48.938

 

2022

 

$

1,347,202

 

 

$

1,385,488

 

 

$

843,277

 

 

$

881,057

 

 

$

170

 

 

$

109

 

 

$

53.042

 

2021

 

$

1,336,169

 

 

$

1,366,357

 

 

$

721,938

 

 

$

719,386

 

 

$

154

 

 

$

139

 

 

$

49.426

 

2020

 

$

1,055,310

 

 

$

1,077,414

 

 

$

573,521

 

 

$

586,280

 

 

$

140

 

 

$

100

 

 

$

38.492

 

(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. McDearman (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table.

(2)
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. McDearman, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid 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 Mr. McDearman’s total compensation for each year to determine the compensation actually paid:

28

Year

 

Reported Summary Compensation Table Total for PEO

 

 

Reported Value of Equity Awards(a)

 

 

Equity Award Adjustments(b)

 

 

Reported Change in the Actuarial Present Value of Pension Benefits(c)

 

 

Pension Benefit Adjustments (d)

 

 

Compensation Actually Paid to PEO

 

2023

 

$

1,400,698

 

 

 

(86,250

)

 

$

82,392

 

 

$

(47,532

)

 

$

35,828

 

 

$

1,385,137

 

2022

 

$

1,347,202

 

 

 

—

 

 

$

47,254

 

 

$

(42,955

)

 

$

33,987

 

 

$

1,385,488

 

2021

 

$

1,336,169

 

 

$

(116,635

)

 

$

154,964

 

 

$

(40,395

)

 

$

32,254

 

 

$

1,366,357

 

2020

 

$

1,055,310

 

 

 

—

 

 

$

25,256

 

 

$

(16,230

)

 

$

13,078

 

 

$

1,077,414

 

(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, and these values are calculated in accordance with FASB ASC Topic 718.
(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 the 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:

Year

 

Year End Fair Value of Equity Awards

 

 

Year over Year change in Fair Value of Outstanding and Unvested Equity Awards

 

 

Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year

 

 

Year over Year change in Fair Value of Equity Awards Granted in Prior Years that Vested in that Year

 

 

Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year

 

 

Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation

 

 

Total Equity Award Adjustments

 

2023

 

$

89,375

 

 

$

(3,381

)

 

 

—

 

 

$

(4,539

)

 

 

—

 

 

$

938

 

 

$

82,392

 

2022

 

 

—

 

 

$

32,146

 

 

 

—

 

 

$

15,108

 

 

 

—

 

 

 

—

 

 

$

47,254

 

2021

 

$

124,530

 

 

$

18,125

 

 

 

—

 

 

$

12,309

 

 

 

—

 

 

 

—

 

 

$

154,964

 

2020

 

 

—

 

 

$

14,005

 

 

 

—

 

 

$

11,251

 

 

 

—

 

 

 

—

 

 

$

25,256

 

(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.

29


(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:

Year

 

Service Cost

 

 

Prior Service Cost

 

 

Total Pension Benefit Adjustments

 

2023

 

$

35,828

 

 

 

—

 

 

$

35,828

 

2022

 

$

33,987

 

 

 

—

 

 

$

33,987

 

2021

 

$

32,254

 

 

 

—

 

 

$

32,254

 

2020

 

$

13,078

 

 

 

—

 

 

$

13,078

 

(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 2023, John Foster, Taylor Walker, Lisa Pominski and Clark Oakley, for (ii) 2022, John Foster, Gary Whitaker, Lisa Pominski and Clark Oakley; (iii) for 2021, John Foster, Gary Whitaker, Lisa Pominski and Clark Oakley; and (iv) 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, realized or received by 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:


Year

 

Average Reported Summary Compensation Table Total for Non-PEO NEOs

 

 

Average Reported Value of Equity Awards

 

 

Average Equity Award Adjustments

 

 

Average Reported Change in the Actuarial Present Value of Pension Benefits

 

 

Average Pension Benefit Adjustments

 

 

Average Compensation Actually Paid to Non-PEO NEOs

 

2023

 

$

678,273

 

 

$

(35,614

)

 

$

32,459

 

 

$

(31,574

)

 

$

24,023

 

 

$

667,567

 

2022

 

$

843,277

 

 

$

(50,551

)

 

$

97,874

 

 

$

(68,643

)

 

$

59,101

 

 

$

881,057

 

2021

 

$

721,938

 

 

$

(47,937

)

 

$

59,785

 

 

$

(44,920

)

 

$

30,519

 

 

$

719,386

 

2020

 

$

573,521

 

 

$

(16,447

)

 

$

37,430

 

 

$

(30,103

)

 

$

21,878

 

 

$

586,280

 

30


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

Year

 

Average Year End Fair Value of Equity Awards

 

 

Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards

 

 

Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year

 

 

Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in that Year

 

 

Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year

 

 

Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation

 

 

Total Average Equity Award Adjustments

 

2023

 

$

38,383

 

 

$

(2,581

)

 

 

—

 

 

$

3,422

 

 

 

—

 

 

$

250

 

 

$

32,459

 

2022

 

$

26,156

 

 

$

24,592

 

 

$

40,458

 

 

$

6,667

 

 

 

—

 

 

 

—

 

 

$

97,874

 

2021

 

$

40,506

 

 

$

10,228

 

 

 

—

 

 

$

9,052

 

 

 

—

 

 

 

—

 

 

$

59,785

 

2020

 

$

27,186

 

 

$

4,613

 

 

 

—

 

 

$

5,630

 

 

 

—

 

 

 

—

 

 

$

37,430

 

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

Year

 

Average Service Cost

 

 

Average Prior Service Cost

 

 

Total Average Pension Benefit Adjustments

 

2023

 

$

24,023

 

 

 

—

 

 

$

24,023

 

2022

 

$

59,101

 

 

 

—

 

 

$

59,101

 

2021

 

$

30,519

 

 

 

—

 

 

$

30,519

 

2020

 

$

21,878

 

 

 

—

 

 

$

21,878

 

(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.

31

Relationship Between 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 generally aligned with the Company’s cumulative TSR over the four 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, cash-settled stock appreciation rights and/or time-based vesting restricted stock units in one or more of the periods reflected.

img107700076_3.jpg 

Relationship Between 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 four 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.”

32

img107700076_4.jpg 

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 four 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 four years presented in the table. The Company’s cumulative TSR outperformed the KBW NASDAQ Bank Index over the four 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.”

img107700076_5.jpg 

33

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, 2017:


·The median of the annual total compensation of all employees of our company (other than our CEO), was $44,158; and the annual total compensation of Mr. Clemons, our President and Chief Executive Officer, was $1,056,033.
·Based on this information, for 2017, the ratio of the annual total compensation of our President and Chief Executive Officer to the median of the annual total compensation of all employees is 24 to 1.

2023:

The annual total compensation of our employee whose compensation placed the employee at the median of all employees of our company (other than our CEO) in 2023, was $51,678; and the annual total compensation of Mr. McDearman, our President and Chief Executive Officer in 2023, was $1,400,698. Based on this information, for 2023, the ratio of the annual total compensation of our President and Chief Executive Officer to the annual total compensation of our median employee is 27 to 1.

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

As of December 31 2023, our employee population consisted of approximately 605 employees, including all full-time, part-time, temporary, and seasonal employees employed on that date.

· To find the median of the annual total compensation of our employees (other than our CEO), we used original gross earnings, which includes all wages paid - inclusive of salary, overtime, straight time, incentives, bonus and commissions - in each case paid before any deductions are made for pre-tax reductions or after-tax deductions for fiscal 2023. In making this determination, we annualized compensation for full-time and part-time permanent employees who were employed on December 31, 2023, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees.

· We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees andincluded in the calculation.

· After identifying the median employee, we added together all of the elements of that employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $51,678. With respect to determine the annual total compensation of our median employee and CEO:CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table appearing on page 23 of this Proxy Statement, which is also in accordance with the requirements of Item 402(c)(2)(x).

34


·As of December 31 2017, our employee population consisted of approximately 469 employees, including any full-time, part-time, temporary, or seasonal employees employed on that date.
·To find the median of the annual total compensation of our employees (other than our CEO), we used original gross earnings, which includes all wages paid - inclusive of salary, overtime, straight time, incentives, bonus and commissions - in each case paid before any deductions are made for pre-tax reductions or after-tax deductions for fiscal 2017. In making this determination, we annualized compensation for full-time and part-time permanent employees who were employed on December 31, 2017, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees.
·We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation.
·After identifying the median employee, we added together all of the elements of such employee’s compensation for 2017 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $44,158. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2017 Summary Compensation Table appearing on page 23 of this Proxy Statement, which is also in accordance with the requirements of Item 402(c)(2)(x).





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 2017,April 2023, the Company changed its compensation program for its non-employee directors to pay such directors a monthly retainer equal to $6,000 in replacement of the prior structure of a combination of a partial retainer and per meeting fees. The non-employee directors continue to receive incremental fees paid for attending board retreats. As a result, in 2023, each non-employee director received $2,300 per montha retainer fee of $40,020 for his or her services as a director of the Company. In addition, each non-employee director received $850 per montha retainer fee of $28,980 for his or her services as a director of the Bank and $450 for each committee meeting of the Bank he attended, not to exceed $1,700 per month, as a member of the various committees on which he serves.Bank. In addition, fees of $2,346$3,002 and $1,734$2,174 were paid to each of the non-employee directors of the Company and the Bank, respectively, for attendance at the Company and the Bank planning retreats held during 2017. Messrs. C. Bell and2023. Mr. Comer received $400 per monthmeeting for four (4) meetings for serving on the Advisory Board of the Smith County branches of the Bank. Mr. J. Bell received $400per monthmeeting for four (4) meetings for serving on the Advisory Board of the DeKalb County branches of the Bank. Mr. Jordan received $200 per monthmeeting for four (4) meetings for serving on the Advisory Board of the Rutherford County branches of the Bank. Mr. Goodall received $100 per monthbank. In addition, beginning in 2019, the Company began paying the entire health insurance premium for serving oncertain family members of each non-employee director. Previously, these amounts were paid by the Advisory Boarddirectors. The monthly amount of such premiums are set out in footnote 4 to the Sumner County branches of the Bank.

below table.

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, and 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 “Outside Director“Director Survivor Income Agreement”). The Outside Director Survivor Income Agreements were entered into to encourage Messrs. J. Bell, Clemons, Comer, Jordan, Patton, Richerson, Swain and J. PattonMaynard to remain in service to the Bank by the Bank providingBank’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.

Directors.

In the event that Messrs. J. Bell, Clemons, Comer, Jordan, Swain, Maynard, Richerson or J. 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 Outsiderelevant 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 the Messrs. J. Bell’s, Clemons’, Comer’s, Jordan’s, Maynard’s, Richerson’s, Swain’s, or J. Patton’s survivors under the Outside 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, 2017,2023, the amount payable under the agreements with each of the directors was $400,000. The Bank will pay the benefits due under the Outside 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 2017:2023:

35

Name(1)

Fees Earned or Paid in Cash(2)
($)
(b)

 

Stock Awards
($)

 

Option Awards
($)(3)

 

Non-Equity Incentive Plan Compensation
($)

 

Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)

All Other
Compensation
($)(4)

Total
($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jack W. Bell(2)

 

75,775

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

19,073

 

 

 

94,848

 

James F. Comer(2)

 

75,775

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

11,825

 

 

 

87,600

 

William P. Jordan(2)

 

74,975

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

17,333

 

 

 

92,308

 

Michael G. Maynard

 

74,175

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

19,073

 

 

 

93,248

 

James Anthony Patton

 

74,175

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

18,541

 

 

 

92,716

 

H. Elmer Richerson

 

74,175

 

 

—

 

 

—

 

 

—

 

 

—

 

(5)

 

141,338

 

(6)

 

215,513

 

Clinton M. Swain

 

74,175

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

22,111

 

 

 

96,286

 

Randall Clemons

 

74,175

 

 

—

 

 

—

 

 

—

 

 

—

 

(7)

 

185,204

 

(8)

 

259,379

 

Deborah Varallo

 

74,175

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

—

 

 

 

74,175

 


(1)


John McDearman, the Company’s and the Bank’s Chief Executive Officer and John Foster, the current Executive Vice President of the Company and President of the Bank, are not included in this table as they are also Named Executive Officers of the Company that were not separately compensated for their service on the Boards of Directors of the Company (in the case of Mr. McDearman only) and the Bank in 2023. Ms. Pominski, a current Executive Vice President of the Company, was appointed to the Board of Directors of the Company and the Bank effective March 1, 2024, and to date has not been separately compensated for her services as a director.
Name(1)
Fees Earned or Paid in Cash(2)
($)
Stock Awards
($)
Option Awards
($)
Non-Equity Incentive Plan Compen-sation
($)
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
All Other Compensation
($)(3)
Total
($)
(a)(b)(c)(d)(e)(f)(g)(h)
        
Charles Bell(2)
56,480
—————
56,480
Jack W. Bell(2)
55,080
————7,368
62,448
James F. Comer(2)
56,080
————7,528
63,608
Jerry L. Franklin52,080
—————
52,080
John B. Freeman52,080
—————
52,080
Robert Goodall26,440
 ————
26,440
William P. Jordan(2)
53,680
————1,280
54,960
James Anthony Patton52,080
————7,184
59,264
(2)
Includes fees for servicesas a director of both the Company and the Bank and, for periods prior to April 1, 2023 includes fees for board meetings, committee meetings, planning retreats, and, for periods beginning on April 1, 2023, includes a monthly cash retainer fee equal to $6,000 plus fees for any planning retreats, and in the case of Mr. Comer, $1,600 for service on the advisory board of the Smith County branches of the Bank and in the case of Mr. Bell, $1,600 for service on the advisory board of the DeKalb County branches of the Bank and in the case of Mr. Jordan, $800 for service on the advisory board of the Rutherford County branches of the Bank.

(3)
As of December 31, 2023, Mr. Bell held 11,059 stock options. As of December 31, 2023, Mr. Maynard held 4,000 stock options. As of December 31, 2023, Mr. Jordan held 6,000 stock options. As of December 31, 2023, Mr. Patton and Mr. Swain held 18,000 and 6,000 stock options, respectively. As of December 31, 2023, Mr. Clemons held 1,900 stock options and 15,000 cash-settled stock appreciation rights. At December 31, 2023, Mr. Comer held 5,000 stock options and 5,000 cash-settled stock appreciation rights. At December 31, 2023, Mr. Richerson held 17,500 cash-settled stock appreciation rights. At December 31, 2023, Ms. Varallo held 6,000 stock options.
______________________(4)
Reflects (i) the value of premiums paid in connection with the Director Survivor Income Agreements of $4,164 for Mr. Bell, $4,760 for Mr. Comer, $2,424 for Mr. Jordan, $4,164 for Mr. Maynard, $3,632 for Mr. Patton, $9,088 for Mr. Richerson, $560 for Mr. Swain and $9,088 for Mr. Clemons and (ii) health insurance premiums paid of $14,909 for Mr. Bell and certain of his family members, $7,065 for Mr. Comer, $14,909 for Mr. Jordan and certain of his family members, $14,909 for Mr. Maynard and his spouse, $21,551 for Mr. Swain and certain of his family members, $14,909 for Mr. Clemons and his spouse, $14,909 for Mr. Richerson and his spouse and $14,909 for Mr. Patton and his spouse.
(1)
Randall Clemons, the Company’s and the Bank’s Chief Executive Officer, and Elmer Richerson, the President of the Bank until his retirement on December 31, 2017, are not included in this table as they are also Named Executive Officers of the Company and their compensation for service on the Boards of Directors of the Company and the Bank is reflected in the Summary Compensation Table above.Mr. McDearman joined the Board of Directors of each of the Company and the Bank effective January 2, 2018. For 2018, neither Mr. Clemons nor Mr. McDearman will receive fees, in addition to their compensation as an employee, for their service on the Boards of Directors of the Company or the Bank.
(2)Includes fees for services as a director of both the Company and the Bank and includes fees for board meetings, committee meetings, and in the case of Messrs. C. Bell and Comer, $4,400 and $4,000, respectively, for service on the advisory board of the Smith County branches of the Bank, and in the case of Mr. J. Bell, $3,000 for service on the advisory board of the DeKalb County branches of the Bank, and for Mr. Jordan $1,600 for service on the advisory board of the Rutherford County branches of the Bank, and for Mr. Goodall, $400 for service on the advisory board of the Sumner County branches of the Bank.

(3)Reflects the value of premiums paid in connection with the Director Survivor Income Agreements of $2,264 for Mr. J. Bell, $2,424 for Mr. Comer, $1,280 for Mr. Jordan, and $2,080 for Mr. Patton and health insurance premiums paid of $5,104 for Mr. J. Bell, Mr. Comer, and Mr. Patton.


(5)
Mr. Richerson retired from theCompany and the Bank on December 31, 2017 after reaching the normal retirement age of 65. Accordingly, he is entitled to receive his normal retirement benefits under the Executive Salary Continuation Agreement, as amended and SERP Agreements. Pursuant to those agreements, Mr. Richerson began receiving payments of $9,137 per month beginning in January 2018 and will receive those payments until his death. The actuarial present value under Mr. Richerson’s Executive Salary Continuation Agreement, as amended, and SERP Agreements increased by $68,757 in the aggregate in 2023; however, this increase was offset by the monthly distributions made thereunder to Mr. Richerson in 2023, for a net decrease of $48,584 in the aggregate actuarial present value under such agreements.

36

(6)
Mr. Richerson was paid $117,341 from his Executive Salary Continuation Agreement, as amended, and SERP Agreements in 2023.
(7)
Mr. Clemons retired from the Company and the Bank on December 31, 2019 after reaching the normal retirement age of 65. Accordingly, he is entitled to receive his normal retirement benefits under the Executive Salary Continuation Agreement, as amended, and SERP Agreements. Pursuant to those agreements, Mr. Clemons began receiving payments of $13,433 per month beginning in January 2020 and will receive those payments until his death. The actuarial present value under Mr. Clemons’ Executive Salary Continuation Agreement, as amended, and SERP Agreements increased by $102,096 in the aggregate in 2023; however, this increase was offset by the monthly distributions made thereunder to Mr. Clemons in 2023, for a net decrease of $59,111 in the aggregate actuarial present value under such agreements.
(8)
Mr. Clemons was paid $161,207 from his Executive Salary Continuation Agreement, as amended, and SERP Agreements in 2023.

Personnel Committee Interlocks and Insider Participation


During fiscal 2017,2023, the Personnel Committee of the Board of Directors of the Bank was composed of Messrs. Franklin,Patton, Swain, Comer Goodall and Jordan,Maynard, with Mr. FranklinPatton 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, are 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 2017,2023, Jack Bell Builders was paid an aggregate of $5,934,000$1,442,306 by the Bank for repairs and maintenance of several of the Bank’s branch offices and the constructionbuildout of the addition to a new branch location and operations building.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. Additionally, Mr. J. Bell is the son of Charles Bell, another director of the Company, and accordingly, Mr. C. Bell is similarly restricted from participating in the discussions of the Board of Directors or voting on any building project in which Jack Bell Builders has an interest.

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.

37



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 J. Randall Clemons,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 23, 201822, 2024 in order to be included in the Company’s Proxy Statement and form of proxy relating to the 20192025 Annual Meeting of Shareholders. Proposals should be sent to the Company by certified mail, return receipt requested, on or before November 22, 2024 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. ClemonsMcDearman at the Company’s main office (listed above) prior to February 6, 2019.5, 2025. 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 February 24, 2025.

38






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 20172023 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, 20172023 without charge by writing to Lisa Pominski,Kayla Hawkins, Wilson Bank Holding Company, 623 West Main Street, Lebanon, Tennessee 37087.



By order of the Board of Directors,



Jerry F. Franklin
Secretary

By order of the Board of Directors,

img107700076_6.jpg 

Kayla N. Hawkins

Secretary

Lebanon, Tennessee

March 23, 201822, 2024

39




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 24, 2018.

25, 2024.

The undersigned shareholder(s) hereby appoints Randall ClemonsJohn C. McDearman III and Lisa Pominski, orKayla Hawkins, and 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, 2018March 1, 2024 at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held Tuesday,on Thursday, April 24, 2018,25, 2024, at 7:5:00 p.m. (CDT), at the main office of Wilson Bank and Trust located at 623 West Main Street,Company’s Clemons-Richerson Operations Center, 105 North Castle Heights Avenue, Lebanon, TennesseeTN 37087, and any adjournment(s) or postponement(s) thereof.

1.

1.

ELECTION OF DIRECTORS

_____

FOR all nominees listed below (except as marked to the contrary below)

Class II directors:

Jack W. Bell

H. Elmer Richerson

John C. McDearman III

                                      H. Elmer Richerson

Class I director:

Lisa Pominski

_____

Withhold authority to vote for all nominees;

_____

Withhold authority to vote for the following nominee(s), write that nominee’s name on the line below:

2.

2.

RATIFICATION OF MAGGART & ASSOCIATES, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

2024.

For [ ] Against [ ] Abstain [ ]

In their discretion, the proxies are authorized to vote upon such business as may properly come before this meeting.

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“FOR” PROPOSALS 1 AND 2.

Signature

Date

SignatureDate

Signature (if held jointly)

Date

Date

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 REVERSE SIDE FOR ONLINE VOTING INSTRUCTIONS.


INSTRUCTIONS FOR VOTING YOUR PROXY ONLINE

1.
To vote your proxy online, please visit: https://stocks.wilsonbank.com/pxlogin and enter your Control Number that was located on the proxy voting sheet included in this Annual Report package. It should consist of 12 digits and can be entered as shown on your form.

2.
Once logged in, your status on the right should show as ‘Not Voted’ if you have currently not cast a vote.
3.
Within the Voting Screen, select ‘Continue’ in order to review the proposals and cast your vote.
4.
Within the proposals, the highlighted Vote is the Board’s recommendation for your vote. If you do not select a voting option for any question, the portal will automatically vote in accordance with the Board’s recommendation.
5.
Once you have selected your voting pattern, please click ‘Next Page’ at the bottom.
6.
At this point, the vote has not been cast and you can review the options that are presented. To submit your vote, click the ‘Cast Vote’ button.