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ServisFirst Bancshares, Inc.

For the period ended May 20, 2024. Filed Apr 8, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 20, 2024 · Filed Apr 8, 2024

SFBS$41.08-0.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. ____ )

Filed by the Registrant ☒

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 under § 240.14a-12.

(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):

☒ 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)(l) and 0-11.

2500 Woodcrest Place

Birmingham, Alabama 35209

April 8, 2024

Dear Fellow Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of ServisFirst Bancshares, Inc. Our Annual Meeting will be held at the company’s corporate headquarters, located at 2500 Woodcrest Place, Birmingham, Alabama 35209, on Monday, May 20, 2024, at 9:00 a.m., Central Daylight Time.

Our proxy materials describe the formal business to be transacted at the Annual Meeting. Many of our directors and officers will be present to answer any questions that you and other stockholders may have. Included in the materials is our Annual Report to Stockholders, which contains detailed information concerning our activities and operating performance including our Annual Report on Form 10-K for the year ended December 31, 2023.

The business to be conducted at the Annual Meeting consists of: (1) the election of seven directors; (2) an advisory vote on the compensation of our named executive officers; (3) the ratification of the appointment of FORVIS, LLP as our independent registered public accounting firm for the year ending December 31, 2024; and (4) such other business as may properly come before the Annual Meeting. Our Board of Directors unanimously recommends a vote “FOR” the election of the director nominees; “FOR” the “Say on Pay” advisory vote approving the compensation of our named executive officers; and “FOR” the ratification of the appointment of FORVIS, LLP as our independent registered public accounting firm for the year ending December 31, 2024.

You may vote your shares by following your broker’s voting instructions, by submitting voting instructions by telephone or by Internet, by voting in person at the Annual Meeting or, if you requested to receive printed proxy materials, by completing and returning your proxy card. Instructions regarding the methods of voting are contained in the enclosed Proxy Statement and on the Notice of Internet Availability of Proxy Materials or proxy card.

It is important that your shares be represented at the Annual Meeting. On behalf of our Board of Directors, we request that you vote your shares now, even if you currently plan to attend the Annual Meeting. This will not prevent you from voting in person, but will assure that your vote is counted. Your vote is important.

The proxy materials are first being made available to stockholders on or about April 8, 2024.

Sincerely,

Thomas A. Broughton III

Chairman, President and Chief Executive Officer

2500 Woodcrest Place

Birmingham, Alabama 35209

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:Monday, May 20, 2024 9:00 a.m., Central Time
Place:2500 Woodcrest Place Birmingham, Alabama 35209
Items of Business:1.To elect the seven nominees listed in the accompanying Proxy Statement to serve on our Board of Directors until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified.
2.To conduct a “Say on Pay” advisory vote on the compensation of our named executive officers.
3.To ratify the appointment of FORVIS, LLP as our independent registered public accounting firm for the year ending December 31, 2024.
4.To transact such other business as may properly come before the 2024 Annual Meeting or any postponement or adjournment thereof.
Our board of directors unanimously recommends a vote “FOR” the election of the director nominees, “FOR” the “Say on Pay” advisory vote approving the compensation of our named executive officers, and “FOR” the ratification of the appointment of FORVIS, LLP as our independent registered public accounting firm for the year ending December 31, 2024.
Record Date:March 27, 2024
Voting by Proxy:IT IS IMPORTANT THAT YOU SUBMIT VOTING INSTRUCTIONS BY TELEPHONE OR BY INTERNET OR, IF YOU REQUESTED TO RECEIVE PRINTED PROXY MATERIALS, BY RETURNING YOUR PROXY CARD. PLEASE VOTE BY TELEPHONE OR BY INTERNET, SUBMIT VOTING INSTRUCTIONS OR SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON TO ENSURE YOUR VOTE IS COUNTED. STOCKHOLDERS OF RECORD WHO VOTE OVER THE TELEPHONE OR THE INTERNET, SUBMIT VOTING INSTRUCTIONS OR EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE ANNUAL MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON.
Internet Availability of Proxy Materials:Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 20, 2024: The solicitation of the enclosed proxy is made on behalf of the Board of Directors for use at the Annual Meeting to be held on May 20, 2024. It is expected that this Proxy Statement and related materials will first be provided to stockholders on or about April 8, 2024. Our Proxy Statement, form of proxy, and 2023 Annual Report on Form 10-K are available at: www.investorvote.com/SFBS.

i

By Order of the Board of Directors,

Kirk Pressley

Secretary and Chief Financial Officer

Birmingham, Alabama

April 8, 2024

ii

TABLE OF CONTENTS

SUMMARY1
Agenda and Voting Recommendations1
Voting Your Shares2
Vote Required to Elect Directors and to Pass Proposals2
Additional Information3
PROPOSAL 1: ELECTION OF DIRECTORS3
Annual Election of Directors3
CORPORATE GOVERNANCE6
Governance Practices6
Director Resignation Policy7
Incentive Compensation Clawback Policy7
Stock Ownership of Board and Executives7
Policy Against Hedging Activities8
Policy Against Pledging Activities8
Board Independence8
The Role of Our Board of Directors9
Board Leadership Structure9
The Board’s Role in Risk Oversight10
The Board’s Role in Human Capital Management10
Board Committees and Their Functions11
Audit Committee11
Compensation Committee11
Corporate Governance and Nominations Committee13
Compensation Committee Interlocks and Insider Participation14
Director Attendance14
Certain Relationships and Related Transactions14
Code of Conduct for Directors and Employees15
Communications with the Board15
DIRECTOR COMPENSATION15
Annual Retainers and Meeting Fees for 202316
Director Compensation for 202316
OWNERSHIP OF SERVISFIRST COMMON STOCK BY DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS17
Delinquent Section 16(a) Reports18
PROPOSAL 2: ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS18

iii

EXECUTIVE COMPENSATION19
Compensation Discussion and Analysis (CD&A)19
Compensation Philosophy and Objectives19
Stockholder Approval of Say on Pay Proposal19
Named Executive Officers19
2023 Business Results19
2023 Compensation Objectives20
Allocation of Compensation Elements – Pay for Performance20
Role of Compensation Committee20
Role of Compensation Consultant21
Elements of our Compensation Program21
Key Compensation Policies and Supplemental Information22
Peer Group Benchmarking23
Annual Base Salary24
Annual Incentive Compensation24
Equity-Based Incentive Compensation27
Change in Compensation Structure for 202429
Severance and Change in Control29
Compensation Committee Report30
Summary Compensation Table31
Grants of Plan-Based Awards for Fiscal 202332
Outstanding Equity Awards at 2023 Fiscal Year-End32
Option Exercises and Stock Vested for Fiscal 202334
Pension Benefits34
Nonqualified Deferred Compensation Plans34
Chief Executive Officer Pay Ratio34
Pay vs. Performance35
Effect of Compensation Policies and Practices on Risk Management and Risk-Taking Incentives37
Potential Payments Upon Termination or Change in Control37
Change in Control Agreements37
Termination Other than Due to Change in Control39
Endorsement Split-Dollar Agreements39
Estimated Payments upon a Termination or Change in Control40
PROPOSAL 3: RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM41
Independent Registered Public Accounting Firm Fees41
Independent Registered Public Accounting Firm41
Audit and Non-Audit Services Pre-Approval Policy41
Audit Committee Report42
GENERAL INFORMATION43

iv

Other Business43
Questions and Answers About the 2024 Annual Meeting and Voting43
Stockholder Proposals46
Solicitation of Proxies46

v

**SUMMARY

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.