SOUTHSIDE BANCSHARES INC

The Board adopted a Director Compensation Program (the “Director Program”) for compensating non-employee directors, effective as of the 2020 Annual Meeting. The Director Program has been developed to compensate non-employee directors of the Company for their time, commitment and contributions to the Board, including each non-employee’s service on the board of the Bank. Under the Director Program, non-employee directors are paid an annual retainer of $101,000, which is payable in quarterly installments, for each year of his or her service on the Board (each, a “Service Year”). Each Service Year commences on the date of the Company’s Annual Meeting at which Board members are elected or appointed. Employee directors do not receive compensation for service on the Company's Board or the board of the Bank.

In addition to the annual retainer, the following positions received an additional retainer for 2023 as follows:

(1) Additional retainer was effective in November 2023, and prorated for the remainder of 2023.

Directors may elect to receive all or a specified portion of their annual retainer and any additional annual retainers in the form of restricted stock units (“RSUs”). The RSUs are granted on or about the first day of the Service Year and have a value on the grant date approximately equal to the amount of the annual cash retainer payment that he or she has elected to receive in the form of RSUs. The RSUs vest (become non-forfeitable) on the first anniversary of the grant date (or, if earlier, on the date of the Company’s Annual Meeting that occurs in the year immediately following the year of grant, in the event Grantee is not standing for re-election to the Board at such Annual Meeting) (with accelerated vesting on a pro rata basis in the event of death, disability or a change in control of the Company). Directors may elect to receive shares of common stock in settlement of their RSUs on the vesting date, or they may elect to defer the receipt of such shares and instead receive them on a specified anniversary of the grant date or upon termination of their service on the Board (subject, in each case, to earlier settlement upon a change in control of the Company).

In November 2023, the Director Program was amended, effective as of the 2024 Annual Meeting, to provide that all non-employee directors will receive at least 40% of their annual retainer in the form of RSUs, with the balance payable in cash in quarterly installments. In addition, directors may elect to receive a larger percentage (up to 100%) of their annual retainer and additional retainers, as applicable, in the form of RSUs.