Carter Bankshares (CARE) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on May 28, 2025, to elect 11 directors, approve executive compensation, and ratify Crowe LLP as independent auditors.

• Shareholders of record as of April 4, 2025, are entitled to vote in person or by proxy, with options to vote online, by phone, or by mail.

• The Board recommends voting for all director nominees, for the advisory say-on-pay proposal, and for auditor ratification.

Voting matters and shareholder proposals

• Shareholders will vote on electing 11 directors, approving executive compensation (advisory), and ratifying Crowe LLP as auditors for 2025.

• Shareholder proposals for the 2026 meeting must be submitted between January 28 and February 27, 2026.

• Proxy voting is available online, by phone, or by mail, and proxies may be revoked before the meeting.

Board of directors and corporate governance

• The Board will decrease from 12 to 11 members after the 2025 meeting; all nominees are current directors with diverse backgrounds in finance, law, technology, and banking.

• Majority of directors are independent; Board committees include Audit, Nominating & Compensation, Credit Risk, Investment/Interest Rate Risk, and Enterprise Risk Management.

• Board leadership is separated between the Chairman (not independent) and CEO, with a Lead Independent Director appointed.

• Board diversity: 25% female, average independent director age is 65, average tenure is 8 years.