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ServisFirst Bancshares, Inc.

For the period ended May 19, 2025. Filed Apr 7, 2025.

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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 19, 2025 · Filed Apr 7, 2025

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 7, 2025

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 our corporate headquarters, located at 2500 Woodcrest Place, Birmingham, Alabama 35209, on Monday, May 19, 2025, 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, 2024.

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 Mazars, LLP as our independent registered public accounting firm for the year ending December 31, 2025; 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 Mazars, LLP as our independent registered public accounting firm for the year ending December 31, 2025.

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 7, 2025.

Sincerely, Thomas A. Broughton, III Chairman, President and Chief Executive Officer

2500 Woodcrest Place

Birmingham, Alabama 35209

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:Monday, May 19, 2025 9:00 a.m., Central Daylight 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 Mazars, LLP as our independent registered public accounting firm for the year ending December 31, 2025. 4. To transact such other business as may properly come before the 2025 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 Mazars, LLP as our independent registered public accounting firm for the year ending December 31, 2025.
Record Date:March 26, 2025
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 19, 2025: 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 19, 2025. It is expected that this Proxy Statement and related materials will first be provided to stockholders on or about April 7, 2025. Our Proxy Statement, form of proxy, and 2024 Annual Report on Form 10-K are available at: www.investorvote.com/SFBS.

By Order of the Board of Directors, Thomas A. Broughton, III Chairman, President and Chief Executive Office

Birmingham, Alabama

April 7, 2025

i

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
Insider Trading Policy8
Policies Against Hedging and Pledging Activities8
Board Independence9
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 Committee12
Corporate Governance and Nominations Committee12
Compensation Committee Interlocks and Insider Participation13
Director Attendance13
Certain Relationships and Related Transactions14
Code of Conduct for Directors and Employees14
Communications with the Board14
DIRECTOR COMPENSATION15
Annual Retainers and Meeting Fees for 202415
Director Compensation for 202415
OWNERSHIP OF SERVISFIRST COMMON STOCK BY DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS16
Delinquent Section 16(a) Reports17

ii

PROPOSAL 2: ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS17
EXECUTIVE COMPENSATION18
Compensation Discussion and Analysis (CD&A)18
Compensation Philosophy and Objectives18
Stockholder Approval of Say on Pay Proposal19
Named Executive Officers19
2024 Business Results19
2024 Compensation Objectives20
Allocation of Compensation Elements – Pay for Performance20
Equity Grant Timing Practices20
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 202529
Severance and Change in Control29
Compensation Committee Report30
Compensation Tables31
Summary Compensation Table31
Grants of Plan-Based Awards for Fiscal 202432
Outstanding Equity Awards at 2024 Fiscal Year-End33
Option Exercises and Stock Vested for Fiscal 202434
Pension Benefits34
Nonqualified Deferred Compensation Plans35
Chief Executive Officer Pay Ratio35
Pay Versus Performance Disclosure35
Effect of Compensation Policies and Practices on Risk Management and Risk-Taking Incentives39
Potential Payments Upon Termination or Change in Control39
Change in Control Agreements39
Termination Other than Due to Change in Control41
Endorsement Split-Dollar Agreements41
Estimated Payments upon a Termination or Change in Control41

iii

PROPOSAL 3: RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM43
Independent Registered Public Accounting Firm Fees43
Independent Registered Public Accounting Firm43
Audit and Non-Audit Services Pre-Approval Policy43
Audit Committee Report44
GENERAL INFORMATION45
Questions and Answers About the 2025 Annual Meeting and Voting45
Stockholder Proposals48
Solicitation of Proxies48

iv

**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.