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
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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
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TABLE OF CONTENTS
| SUMMARY | 1 |
|---|---|
| Agenda and Voting Recommendations | 1 |
| Voting Your Shares | 2 |
| Vote Required to Elect Directors and to Pass Proposals | 2 |
| Additional Information | 3 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 3 |
| Annual Election of Directors | 3 |
| CORPORATE GOVERNANCE | 6 |
| Governance Practices | 6 |
| Director Resignation Policy | 7 |
| Incentive Compensation Clawback Policy | 7 |
| Stock Ownership of Board and Executives | 7 |
| Policy Against Hedging Activities | 8 |
| Policy Against Pledging Activities | 8 |
| Board Independence | 8 |
| The Role of Our Board of Directors | 9 |
| Board Leadership Structure | 9 |
| The Board’s Role in Risk Oversight | 10 |
| The Board’s Role in Human Capital Management | 10 |
| Board Committees and Their Functions | 11 |
| Audit Committee | 11 |
| Compensation Committee | 11 |
| Corporate Governance and Nominations Committee | 13 |
| Compensation Committee Interlocks and Insider Participation | 14 |
| Director Attendance | 14 |
| Certain Relationships and Related Transactions | 14 |
| Code of Conduct for Directors and Employees | 15 |
| Communications with the Board | 15 |
| DIRECTOR COMPENSATION | 15 |
| Annual Retainers and Meeting Fees for 2023 | 16 |
| Director Compensation for 2023 | 16 |
| OWNERSHIP OF SERVISFIRST COMMON STOCK BY DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS | 17 |
| Delinquent Section 16(a) Reports | 18 |
| PROPOSAL 2: ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS | 18 |
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| EXECUTIVE COMPENSATION | 19 |
|---|---|
| Compensation Discussion and Analysis (CD&A) | 19 |
| Compensation Philosophy and Objectives | 19 |
| Stockholder Approval of Say on Pay Proposal | 19 |
| Named Executive Officers | 19 |
| 2023 Business Results | 19 |
| 2023 Compensation Objectives | 20 |
| Allocation of Compensation Elements – Pay for Performance | 20 |
| Role of Compensation Committee | 20 |
| Role of Compensation Consultant | 21 |
| Elements of our Compensation Program | 21 |
| Key Compensation Policies and Supplemental Information | 22 |
| Peer Group Benchmarking | 23 |
| Annual Base Salary | 24 |
| Annual Incentive Compensation | 24 |
| Equity-Based Incentive Compensation | 27 |
| Change in Compensation Structure for 2024 | 29 |
| Severance and Change in Control | 29 |
| Compensation Committee Report | 30 |
| Summary Compensation Table | 31 |
| Grants of Plan-Based Awards for Fiscal 2023 | 32 |
| Outstanding Equity Awards at 2023 Fiscal Year-End | 32 |
| Option Exercises and Stock Vested for Fiscal 2023 | 34 |
| Pension Benefits | 34 |
| Nonqualified Deferred Compensation Plans | 34 |
| Chief Executive Officer Pay Ratio | 34 |
| Pay vs. Performance | 35 |
| Effect of Compensation Policies and Practices on Risk Management and Risk-Taking Incentives | 37 |
| Potential Payments Upon Termination or Change in Control | 37 |
| Change in Control Agreements | 37 |
| Termination Other than Due to Change in Control | 39 |
| Endorsement Split-Dollar Agreements | 39 |
| Estimated Payments upon a Termination or Change in Control | 40 |
| PROPOSAL 3: RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 41 |
| Independent Registered Public Accounting Firm Fees | 41 |
| Independent Registered Public Accounting Firm | 41 |
| Audit and Non-Audit Services Pre-Approval Policy | 41 |
| Audit Committee Report | 42 |
| GENERAL INFORMATION | 43 |
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| Other Business | 43 |
|---|---|
| Questions and Answers About the 2024 Annual Meeting and Voting | 43 |
| Stockholder Proposals | 46 |
| Solicitation of Proxies | 46 |
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**SUMMARY
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.