Primis Financial (FRST) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on December 19, 2024, with shareholders able to vote electronically and submit questions online.

• Record date for voting is October 29, 2024, with 24,722,734 shares of common stock outstanding.

• Proposals include election of three Class III directors, ratification of Crowe LLP as auditor, advisory vote on executive compensation, and other business.

Voting matters and shareholder proposals

• Shareholders will vote on three Class III director nominees: Robert Y. Clagett, Deborah B. Diaz, and Charles A. Kabbash.

• Proposal to ratify Crowe LLP as the independent registered public accounting firm for 2024.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Procedures for shareholder proposals and director nominations for the 2025 meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• Board consists of ten directors divided into three classes, with a focus on diversity of experience, gender, and ethnicity.

• Board leadership is separated between Chairman and CEO roles for enhanced oversight.

• Four main board committees: Audit, Corporate Governance, Compensation, and Enterprise Risk, each with defined responsibilities and independent directors.

• Annual board and individual director evaluations are conducted, with a framework for board refreshment and diversity.

• Stock ownership guidelines require directors to own shares equal to 100% of average annual board compensation within three years.