First Guaranty Bancshares (FGBI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2026, to elect directors, approve executive compensation (advisory), and ratify the external auditor for 2026.

• Shareholders of record as of March 30, 2026, are eligible to vote; each common share has one vote.

• Proxy materials are available online, and shareholders can attend in person or virtually.

Voting matters and shareholder proposals

• Proposals include election of seven directors, advisory vote on executive compensation, and ratification of EisnerAmper, LLP as auditor.

• Shareholders may submit proposals for the 2027 meeting by December 22, 2026, and director nominations by March 22, 2027.

• Proxy card allows voting for, against, or abstaining on each proposal.

Board of directors and corporate governance

• Board consists of seven nominees with diverse backgrounds in banking, business, and public service.

• Board leadership is separated between the Chairman and CEO for independence.

• All directors except one are independent per Nasdaq rules; Vanessa R. Drew is not independent due to her officer role.

• Three standing committees: Audit, Nominating and Corporate Governance, and Compensation.

• Board and committee attendance exceeded 75% for all directors in 2025.